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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hayes Lemmerz International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
420781106
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(CUSIP Number of Class of Securities)
David M. Millison
Caravelle Investment Fund, L.L.C.
425 Lexington Avenue, 2nd Floor
New York, New York 10017
(212) 885-4505
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Laurence D. Weltman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
January 9, 2000
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(Date of Event which Requires
Filing of this Schedule)
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(b)(3)
or (4), check the following: [ ]
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SCHEDULE 13D
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CUSIP No. 420781106 Page 2 of 19 Pages
- ---------------------------- -----------------------------
- ----------- ---------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caravelle Investment Fund, L.L.C. I.D. #52-2107241
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ----------- ---------------------------------------------------------------
3 SEC USE ONLY
- ----------- ---------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- ---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- ---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 446,700
PERSON WITH
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
446,700
- ----------- ---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
446,700
- ----------- ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- ---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- ----------- ---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 420781106 Page 3 of 19 Pages
- ---------------------------- -----------------------------
- ----------- ---------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caravelle Advisors, L.L.C. I.D. #52-2107624
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ----------- ---------------------------------------------------------------
3 SEC USE ONLY
- ----------- ---------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- ---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- ---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------- -------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 446,700
PERSON WITH
--------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
446,700
- ----------- ---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
446,700
- ----------- ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- ---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- ----------- ---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- ---------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 420781106 Page 4 of 19 Pages
- ---------------------------- -----------------------------
- ----------- ---------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HBK Caravelle L.L.C. I.D. #13-4082591
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ----------- ---------------------------------------------------------------
3 SEC USE ONLY
- ----------- ---------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- ---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- ---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------- -------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 446,700
PERSON WITH
--------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
446,700
- ----------- ---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
446,700
- ----------- ---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- ---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- ----------- ---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO, HC
- ----------- ---------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Schedule 13D is being filed on behalf of Caravelle Investment Fund,
L.L.C., a Delaware limited liability company (the "Fund"), Caravelle Advisors,
L.L.C., a Delaware limited liability company ("Advisors") and HBK Caravelle
L.L.C., a Delaware limited liability company ("HBK" and, together with the Fund
and Advisors, the "Reporting Entities"). This Schedule 13D relates to the common
stock, par value $0.01 per share, of Hayes Lemmerz International, Inc., a
Delaware corporation (the "Company"), and to the Proposed Transaction, as
defined in Item 4 herein. Unless the context otherwise requires, references
herein to the "Common Stock" are to such common stock of the Company.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Company is 15300 Centennial Drive,
Northville, Michigan 48167.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Entities. Advisors is the
investment manager of the Fund and controls the Fund's purchases and sales of
securities. HBK is the sole
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member of, and wholly owns, Advisors. The Members of HBK are Andrew R. Heyer,
Jay R. Bloom and Dean C. Kehler. The Fund, Advisors and HBK are all limited
liability companies organized in the State of Delaware.
(b) The address of the principal business and principal office of the Fund,
Advisors and HBK is 425 Lexington Avenue, 2nd Floor, New York, New York 10017.
The address of the principal business and principal office of Messrs. Heyer,
Bloom and Kehler is c/o CIBC World Markets, 425 Lexington Avenue, 3rd Floor, New
York, New York 10017.
(c) The principal business of the Fund is to invest and trade in
securities. The principal business of Advisors is to act as investment manager
to the Fund. The principal business of HBK is to serve as sole member of
Advisors. The principal business of Messrs. Heyer, Bloom and Kehler is to
oversee the trading and investment activities of a variety of entities, such
business being carried out at the offices of CIBC World Markets, 425 Lexington
Avenue, 3rd Floor, New York, New York 10017.
(d) None of the Reporting Entities, nor, to the best of their knowledge,
any of their directors, executive officers, general partners or members has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e) None of the Reporting Entities nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Fund, Advisors and HBK are organized in the State of Delaware.
Messrs. Heyer, Bloom and Kehler are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds to purchase shares of Common Stock held directly
by the Fund (the "Shares") was provided by the Fund's working capital. The Fund
acquired the Shares through open market purchases from July 8, 1998 to May 9,
1999 during the normal course of its business activities.
It is expected that approximately fifty percent (50%) of the funds
necessary to complete the Proposed Transaction (as defined in Item 4 herein)
will be provided by the Purchaser (as defined in Item 4 herein) and the balance
will be provided through additional borrowings by the Companyunder its revolving
credit facility with Canadian Imperial
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Bank of Commerce and Merrill Lynch Capital Corporation, as managing agents.
The funds to be provided by the Purchaser are expected to be obtained from
capital contributions of TSG Capital Fund II, L.P., a Delaware limited
partnership ("TSG Capital"), TSG Associates II, L.P., a Delaware limited
partnership ("TSG Associates"), TSG Associates II, Inc., a Delaware corporation
("TSG Inc."), Cleveland A. Christophe, Mark D. Inglis and Darryl B. Thompson
(collectively, the "Contributors"). TSG Associates is the sole general partner
of TSG Capital. TSG Inc. is the sole general partner of TSG Associates. Messrs.
Christophe, Inglis and Thompson are each United States citizens and, together,
are the holders of all of the outstanding common stock of TSG Inc. Messrs.
Christophe, Inglis and Thompson are the directors of TSG Inc. Messrs.
Christophe, Inglis and Thompson are the executive officers of TSG Inc. Each of
the Contributors is engaged principally in the business of investing in
securities.
Item 4. Purpose of Transaction.
The Fund purchased the Shares as described herein for investment purposes
because of the Reporting Entities' belief that the Company represented an
attractive investment based on the Company's business prospects and strategy.
Depending onsubsequent developments, and prevailing market, economic and other
conditions, the Reporting Entities may from time to time
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acquire additional shares of the Company or engage in discussions with the
Company concerning further acquisitions of shares of the Company or further
investments by them in the Company. The Reporting Entities intend to review
their investment in the Company on a continuing basis and, depending upon the
price and availability of shares of Common Stock, subsequent developments
affecting the Company, the Company's business and prospects, other investment
and business opportunities available to the Reporting Entities, general stock
market and economic conditions, tax considerations and other factors considered
relevant, may decide at any time to increase or to decrease the size of their
investment in the Company.
On January 9, 2000, Joseph Littlejohn & Levy, Inc. delivered to the Board
of Directors of the Company a letter dated January 9, 2000 (the "Proposal
Letter") on behalf of Joseph Littlejohn & Levy Fund II L.P. ("JLL"), TSG Capital
Fund II, L.P., CIBC WG Argosy Merchant Fund 2, L.L.C., Mr. Horst Kukwa-Lemmerz,
Ms. Renate Kukwa-Lemmerz, Ms. Marianne Lemmerz, Ms. Inge Kruger-Pressl, Mr.
Ranko Cucuz and certain other stockholders of the Company, including, but not
limited to, the Fund (collectively, the "Majority Stockholders"). In the
Proposal Letter, the Majority Stockholders offered to acquire all of the
outstandingCommon Stock not currently owned by the Majority Stockholders (the
"Outstanding Shares") for a purchase price of $21.00 per share (the "Proposed
Transaction"). The
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Proposed Transaction would be consummated pursuant to the terms of a merger
agreement (the "Merger Agreement") to be entered into between the Company and
either the Majority Stockholders or an entity to be formed on behalf of the
Majority Stockholders (in either case, the "Purchaser"). Pursuant to the terms
of the Merger Agreement, and subject to the conditions contained therein, the
Purchaser or its wholly owned subsidiary would be merged with and into the
Company and all the Outstanding Shares would be converted into $21.00 per share
in cash. The consummation of the Proposed Transaction will cause the Common
Stock to be delisted from the New York Stock Exchange and to become eligible for
termination of registration under the Exchange Act. The Proposal Letter is
attached hereto as Exhibit 2 and is incorporated herein by reference in its
entirety.
Messrs. Heyer, Bloom and Kehler are the only holders of interests, either
directly or through corporate entities, of A.R. Heyer II, LLC, J.R. Bloom II,
LLC and D.C. Kehler II, LLC, respectively. These limited liability companies
hold certain membership interests in CIBC WG Argosy Merchant Fund 2, L.L.C. CIBC
WG Argosy Merchant Fund 2, L.L.C. holds 2,500,000 shares of the Company's
non-voting common stock, par value $0.01 per share (the "Argosy Shares"). The
Argosy Shares are not registered under the Securities Act and are not listed on
any securities exchange. Additionally, Mr. Heyer is a director of the Company.
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The purpose of the Proposed Transaction is for the Majority Stockholders to
acquire all of the Outstanding Shares not currently owned by the Majority
Stockholders.
Except as set forth above, none of the Reporting Entities nor, to the best
of their knowledge, any of their directors, executive officers, general partners
or members has any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, By-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for
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termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Fund directly holds 446,700
shares of Common Stock. The Fund shares voting and dispositive power over such
holdings with Advisors and HBK. As of December 15, 1999, such shares represented
1.5% of the total 30,339,345 shares of Common Stock outstanding as reported in
the Company's Form 10Q for the quarterly period ending October 31, 1999. The
members of HBK are Messrs. Heyer, Bloom and Kehler.
By virtue of the Proposed Transaction, the Fund, Advisors and HBK may be
deemed pursuant to Rule 13d-5 of the Exchange Act to have beneficial ownership
of all the shares of Common Stock held by the Majority Stockholders, including,
but not limited to, the 446,700 shares held directly by the Fund.
The Majority Stockholders collectively as a group beneficially own
23,915,613 shares of Common stock of the Company, which, as of December 15,
1999, constituted approximately 78.8% of the issued and outstanding shares of
Common Stock of the Company (based upon 30,339,345 shares of common stock
outstanding as reported in the Company's Form 10Q for the quarterly period
ending October 31, 1999). These holdings include the Argosy Shares.
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Under Rule 13d-5 promulgated under the Exchange Act, the Majority
Stockholders may be deemed to be acting as a group and to share beneficial
ownership of the shares of common stock of the Company held by other Majority
Stockholders. Except as otherwise set forth in a Schedule 13D or amendment
hereto or thereto of any of the Reporting Persons, each Reporting Person
expressly disclaims beneficial ownership of any of the shares of common stock of
the Company beneficially owned by any other Majority Stockholders and the filing
of this Statement shall not be construed as an admission, for the purposes of
Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules
promulgated thereunder or for any other purpose, that any Reporting Person is a
beneficial owner of any such shares.
(b) The Fund, Advisors and HBK share voting and dispositive power over the
446,700 shares of Common Stock held directly by the Fund. To the extent that the
Fund's participation in the Proposed Transaction with the Majority Stockholders
constitutes a sharing of voting and dispositive power over the shares of Common
Stock held by the Majority Stockholders, the Fund, Advisors and HBK share voting
and dispositive power over 23,915,613 shares of Common Stock.
(c) Except as set forth above, during the last sixty days there were no
transactions effected by the Reporting Entities, nor, to the best of their
knowledge, any of their directors, executive officers, general partners or
members.
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(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Entities have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
The Majority Stockholders have an understanding among themselves to pursue
and to consummate the Proposed Transaction.
By virtue of the relationships among the Reporting Entities as
described in Item 2, the Reporting Entities may be deemed to be a "group" under
the Federal securities laws. By virtue of the relationships among the Majority
Stockholders, the Majority Stockholders may be deemed be a "group" under the
Federal Securities laws. Except as otherwise set forth in a Schedule 13D or
amendment hereto or thereto of any of the Reporting Persons, each Reporting
Person expressly disclaims beneficial ownership of any of the shares of common
stock of the Company beneficially owned by any other Reporting Person
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or any other Majority Stockholders and the filing of this Statement shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or under
any provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose, that any Reporting Person is a beneficial owner of any such
shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of January 18, 2000, by and among the
Reporting Entities.
2. Proposal letter, dated January 9, 2000, from Joseph Littlejohn & Levy,
Inc. to the Board of Directors of Hayes Lemmerz International, Inc.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 19, 2000 CARAVELLE INVESTMENT FUND, L.L.C.
By: CARAVELLE ADVISORS, L.L.C.,
its investment manager
By: /s/ David M. Millison
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Name: David M. Millison
Title: Senior Portfolio Manager
Dated: January 19, 2000 CARAVELLE ADVISORS, L.L.C.
By: /s/ David M. Millison
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Name: David M. Millison
Title: Senior Portfolio Manager
Dated: January 19, 2000 HBK CARAVELLE L.L.C.
By: /s/ Jay R. Bloom
--------------------------------
Name: Jay R. Bloom
Title: Member
<PAGE>
Exhibit 1
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Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of Hayes Lemmerz International, Inc. is, and any
amendment thereto signed by each of the undersigned shall be, filed on behalf of
each undersigned pursuant to and in accordance with the provisions of 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Dated: January 19, 2000 CARAVELLE INVESTMENT FUND, L.L.C.
By: CARAVELLE ADVISORS, L.L.C.,
its investment manager
By: /s/ David M. Millison
-------------------------------
Name: David M. Millison
Title: Senior Portfolio Manager
Dated: January 19, 2000 CARAVELLE ADVISORS, L.L.C.
By: /s/ David M. Millison
-------------------------------
Name: David M. Millison
Title: Senior Portfolio Manager
Dated: January 19, 2000 HBK CARAVELLE L.L.C.
By: /s/ Jay R. Bloom
--------------------------------
Name: Jay R. Bloom
Title: Member
<PAGE>
Exhibit 2
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JOSEPH LITTLEJOHN & LEVY, INC.
450 Lexington Avenue
New York, NY 10017
January 9, 2000
Board of Directors
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
Gentlemen:
On behalf of Joseph Littlejohn & Levy Fund II, L.P., TSG Capital Fund II,
L.P., CIBC WG Argosy Merchant Fund 2, L.L.C., certain members of and interests
associated with the Lemmerz family, Ron Cucuz, Chairman and Chief Executive
Officer of Hayes Lemmerz International, Inc. (the "Company") and certain other
stockholders of the Company (collectively, the "Stockholders"), I am pleased to
offer to acquire all of the shares of outstanding common stock, par value $.01
per share, of the Company not currently owned by the Stockholders (the
"Shares"). The Stockholders currently own in excess of 75% of the Company's
outstanding stock.
The principal terms of our offer are as follows:
1. The Stockholders or an entity to be formed on their behalf (in either
case, the "Purchaser") would acquire the Shares pursuant to the terms of a
merger agreement to be entered into between the Purchaser and the Company (the
"Merger Agreement"). Pursuant to the Merger Agreement, and subject to the
conditions contained therein, Purchaser or its wholly owned subsidiary would be
merged with and into the Company (the "Merger") and all then outstanding Shares
would be converted into $21 per Share in cash.
2. All outstanding employee options and warrants would remain outstanding,
unaffected by the Merger.
3. Consummation of the Merger would be subject to approval of the
independent directors of the Company and the Board of Directors, and such other
conditions as are customary for a transaction of this type.
We believe that the Company's management is supportive of this proposal.
<PAGE>
Of the proceeds necessary to complete this transaction, it is expected that
approximately 50% will be provided by the Stockholders and the balance will be
provided through additional borrowings by the Company.
We assume that the two independent directors of the Company, Messrs. John
Rodewig and Ray H. Witt will constitute a special committee to consider our
offer and that such special committee will retain its own financial and legal
advisors to assist in deliberation and negotiation of the Merger Agreement.
We believe that our offer is fair to, and in the best interests of, the
Company and its public stockholders. The proposed acquisition price represents
an 18% premium over the price of the Shares on the New York Stock Exchange at
the close of business on January 7, 2000.
In considering our proposal, you should be aware that the Stockholders are
interested only in acquiring the Shares at this time, and have no interest in
selling our interest in the Company.
We hope you will give this proposal your prompt attention. We are available
to meet with you to discuss this proposal at your earliest convenience.
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
-----------------------------------
Paul S. Levy
General Partner
