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)
(AMENDMENT NO. )
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)
421124-10-8
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(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)
January 9, 2000
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(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 [ ] .
CUSIP NO. 421124-10-8 13D PAGE 2 OF 6 PAGES
------------------- (AMENDMENT NO. 3)
<TABLE>
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RANKO CUCUZ
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF; BK; OO 1
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
[PLEASE FURNISH PLACE OF PERSONAL CITIZENSHIP]
NUMBER OF 7 SOLE VOTING POWER 473,875 *
SHARES
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 473,875 *
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,875 *
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
* 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 of the date hereof.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share ("Company Common Stock"), of Hayes Lemmerz
International, Inc., a Delaware corporation (the "Company"), which has its
principal executive offices at 15300 Centennial Drive, Northville, Michigan
48167.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Ranko Cucuz. Mr. Cucuz's principal
occupation is serving as the Chairman and Chief Executive Officer of the
Company. Mr. Cucuz's business address and the Company's address is 15300
Centennial Drive, Northville, Michigan 48167.
Mr. Cucuz is a United States citizen and during the last five years has
not been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, Mr. Cucuz has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been 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
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Cucuz presently owns 50,237 shares of Company Common Stock. Mr.
Cucuz purchased 560 of such shares on the open market with personal funds and
967 of such shares through his 401K Plan with a combination of his personal
funds and matching contributions made by the Company pursuant to the terms of
such plan. Mr. Cucuz acquired 48,710 of such shares in connection with the
merger of MWC Holdings, Inc. with and into the Company on July 2, 1996 as a
result of surrendering certain outstanding options to purchase shares of common
stock of the Company that were outstanding prior to such merger.
It is expected that approximately fifty percent (50%) of the funds
necessary to complete the Proposed Transaction (as hereinafter defined) will be
provided by the Purchaser (as hereinafter defined) and the balance will be
provided through additional borrowings by the Company under its revolving credit
facility with Canadian Imperial 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 certain of the Reporting
Persons and affiliated entities.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the all of the acquisitions of shares of Company Common
Stock described in Item 3 was for Mr. Cucuz to personally invest in shares of
Company Common Stock.
On January 9, 2000, Joseph Littlejohn & Levy, Inc. delivered to the
Board of Directors of the Company (the "Board") 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. Cucuz and certain other stockholders of the Company
(collectively, the "Majority Stockholders"). In the Proposal Letter, the
Majority Stockholders offered to acquire all of the outstanding Common stock of
the Company not currently owned by the Majority Stockholders (the "Shares") for
a purchase price of $21.00 per share (the "Proposed Transaction"). The 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
outstanding Shares would be converted into $21.00 per share in cash. The
consummation of the Proposed Transaction will cause the common stock of the
Company to be delisted from the New York Stock Exchange and to become eligible
for termination of registration under the Securities Exchange Act of 1934, as
amended. The Proposal Letter is attached hereto as Exhibit A and is incorporated
herein by reference in its entirety.
The purpose of the Proposed Transaction is for the Majority
Stockholders to acquire all of the outstanding shares of common stock of the
Company not currently owned by the Majority Stockholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Cucuz is the record owner of 50,237 shares of common stock of the
Company constituting approximately less than 0.01% of the shares of Company
Common Stock issued and outstanding as of December 15, 1999 (as reported in the
Company's Form 10Q for the quarterly period ending October 31, 1999). In
addition, Mr. Cucuz owns a total of 940,730 options to purchase Company Common
Stock, 423,638 of which are either presently exercisable or exercisable within
60 days of the date hereof. Pursuant to Rule 13d-3(d)(1)(i), Mr. Cucuz is deemed
to be the beneficial owner of 473,875 shares of Company Common Stock,
constituting approximately 0.02% of the issued and outstanding shares of Company
Common Stock (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).
The Majority Stockholders collectively as a group beneficially own
23,565,313 shares of common stock of the Company (excluding 423,638 shares that
are issuable pursuant to options held by Mr. Cucuz that are either exercisable
or exercisable within 60 days of the date hereof), which, as of December 15,
1999, constituted approximately 77.6% 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).
Under Rule 13d-5 promulgated under the Securities 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. Mr. Cucuz 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 Mr. Cucuz is a beneficial owner of any such shares.
Mr. Cucuz has not effected any transactions in shares of common stock of
the Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Majority Stockholders have an understanding among themselves to
pursue and to consummate the Proposed Transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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Exhibit A Proposal letter, dated January 9, 2000, from Joseph
Littlejohn & Levy, Inc. to the Board of Directors of Hayes
Lemmerz International, Inc.
SIGNATURE
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: January 17, 2000
/s/ Ranko Cucuz
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Ranko Cucuz
EXHIBIT INDEX
Exhibit No. Description
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Exhibit A Proposal letter, dated January 9, 2000, from Joseph
Littlejohn & Levy Fund II L.P. to the Board of Directors
of Hayes Lemmerz International, Inc.
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.
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
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Paul S. Levy
General Partner
