SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(FINAL AMENDMENT NO. 1)
HAYES LEMMERZ INTERNATIONAL, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
421124-10-8
(CUSIP NUMBER)
Ranko B. Cucuz
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
Copy to:
Patrick Carey, Esq.
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 18, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box ( ).
(Continued on the following pages)
(Page 1 of 5 Pages)
CUSIP NO. 421124-10-8 13D PAGE 2 OF 5 PAGES
(FINAL AMENDMENT NO. 1)
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RANKO CUCUZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF; BK; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES 7 SOLE VOTING POWER 473,875 *
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 473,875 *
PERSON WITH
10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,875 *
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(X)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
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14 TYPE OF REPORTING PERSON
IN
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* Includes 423,638 shares subject to options presently exercisable or
exercisable within the 60 days of the date hereof. Does not include
517,092 shares subject to options that are not exercisable within the
60 days hereof.
CUSIP NO. 421124-10-8 13D PAGE 3 OF 5 PAGES
(FINAL AMENDMENT NO. 1)
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D for the Reporting Person is hereby
amended to add the following:
On April 18, 2000, stockholders (collectively, the Majority
Stockholders") owning in excess of 75% of the Company's outstanding common
stock, sent a letter (the "Withdrawal Letter") to the Board of Directors of
the Company withdrawing the offer which they had made on January 9, 2000
(the "Majority Stockholder Offer") to acquire all of the shares of the
Company's common stock not owned by the Majority Stockholders for $21 per
share in cash. The Withdrawal Letter stated that the Majority Stockholders
had engaged in discussions with representatives of the Special Committee of
the Board of Directors which had been appointed to consider the Majority
Stockholder Offer and, based upon such discussions, the Majority
Stockholders believed that it was unlikely that they would be able to reach
agreement with the Special Committee as to the price per share to be paid
to the Company's minority stockholders. The Withdrawal Letter is attached
hereto as Exhibit A and is incorporated herein by reference in its
entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(e) of the Schedule 13D for the Reporting Person is hereby
amended to add the following:
As a result of the Withdrawal Letter described in Item 4, on April 18,
2000, Mr. Cucuz ceased to be deemed to share beneficial ownership of the
shares held by the Majority Stockholders pursuant to Rule 13d-3 of the
General Rules and Regulations promulgated under the Exchange Act. Mr.
Cucuz's reporting obligation pursuant to Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder is therefore
terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D for the Reporting Person is hereby
amended to add the following:
Exhibit No. Description
----------- -----------
Exhibit A Withdrawal letter, dated April 18, 2000, to the Board of
Directors of Hayes Lemmerz International, Inc.
CUSIP NO. 421124-10-8 13D PAGE 4 OF 5 PAGES
(FINAL AMENDMENT NO. 1)
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 25, 2000
/s/Ranko Cucuz
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Ranko Cucuz
CUSIP NO. 421124-10-8 13D PAGE 5 OF 5 PAGES
(FINAL AMENDMENT NO. 1)
EXHIBIT INDEX
Exhibit No. Description
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Exhibit A Withdrawal letter, dated April 18, 2000, to the Board of
Directors of Hayes Lemmerz International, Inc.
EXHIBIT A
JOSEPH LITTLEJOHN & LEVY, INC.
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
April 18, 2000
Board of Directors
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
Gentlemen:
Reference is made to our letter dated January 9, 2000 pursuant to
which Joseph Littlejohn & Levy Fund II, L.P., on behalf of the holders of
in excess of 75% of the outstanding common stock of Hayes Lemmerz
International, Inc. (the "Company"), offered to acquire all of the shares
of the Company's common stock not owned by such stockholders for $21 per
share in cash (the "Proposal").
As you know, we have engaged in discussions with representatives
of the Special Committee of the Company's Board of Directors with respect
to the Proposal. Based upon such discussions, we believe that it is
unlikely that we will be able to reach an agreement as to the price per
share to be paid to the Company's minority stockholders. Accordingly, we
hereby withdraw the Proposal.
Very truly yours,
JOSEPH LITTLEJOHN & LEVY FUND II, L.P.
By: Joseph Littlejohn & Levy Associates II, L.P.,
Its General Partner
By: /s/ Paul S. Levy
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Paul S. Levy
General Partner
