-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2MRU3AElOYRym3Q/YoHQbqLR4N0rXkQmyaJbjOcXUzCrg5JYjyt+X8O17gV9DCB eRRhnWbry4pu0BKo2H/bng== 0000905718-05-000237.txt : 20050930 0000905718-05-000237.hdr.sgml : 20050930 20050930131520 ACCESSION NUMBER: 0000905718-05-000237 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAYES LEMMERZ INTERNATIONAL INC CENTRAL INDEX KEY: 0001237941 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 320072578 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79073 FILM NUMBER: 051113468 BUSINESS ADDRESS: STREET 1: 15300 CENTENNIAL DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48167 BUSINESS PHONE: 7347375084 MAIL ADDRESS: STREET 1: 15300 CENTENNIAL DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48167 FORMER COMPANY: FORMER CONFORMED NAME: HLI HOLDING CO INC DATE OF NAME CHANGE: 20030602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001279913 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 461 FIFTH AVE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 hayes13gsep05.txt SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HAYES LEMMERZ INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 420781304 - -------------------------------------------------------------------------------- (CUSIP Number) September 21, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 420781304 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Marathon Asset Management, LLC - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power: 1,989,900* ----------------------------------- (6) Shared Voting Power: 0 ----------------------------------- (7) Sole Dispositive Power: 1,989,900* ----------------------------------- (8) Shared Dispositive Power: 0 ----------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,989,900* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 5.2%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * The shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of Hayes Lemmerz International, Inc. (the "Company") are held by Marathon Special Opportunity Master Fund, Ltd. (the "Fund"). Marathon Asset Management, LLC ("Marathon") serves as the investment manager of the Fund pursuant to an Investment Management Agreement between Marathon and the Fund. Marathon, in its capacity as the investment manager of the Fund, has sole power to vote and direct the disposition of all shares of the Common Stock held by the Fund. Thus, for the purposes of Reg. Section 240.13d-3, Marathon is deemed to beneficially own 1,989,900 shares, or 5.2% of the deemed issued and outstanding shares of the Common Stock as of September 21, 2005. Item 1(a) Name Of Issuer. Hayes Lemmerz International, Inc. Item 1(b) Address of Issuer's Principal Executive Offices. 15300 Centennial Drive, Northville, Michigan 48168 Item 2(a) Name of Person Filing. Marathon Asset Management, LLC Item 2(b) Address of Principal Business Office or, if None, Residence. 461 Fifth Ave., 10th Floor, New York, NY 10017 Item 2(c) Citizenship. United States Item 2(d) Title of Class of Securities. Common Stock, par value $0.01 per share Item 2(e) CUSIP No. 420781304 Item 3 If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. Item 4 Ownership. (a) Amount Beneficially Owned (as of September 21, 2005) 1,989,900* (b) Percent of Class (as of September 21, 2005) 5.2%* (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 1,989,900* (ii) shared power to vote or to direct the vote 0* (iii) sole power to dispose or to direct the disposition of 1,989,900* (iv) shared power to dispose or to direct the disposition of 0* * The shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of Hayes Lemmerz International, Inc. (the "Company") are held by Marathon Special Opportunity Master Fund, Ltd. (the "Fund"). Marathon Asset Management, LLC ("Marathon") serves as the investment manager of the Fund pursuant to an Investment Management Agreement between Marathon and the Fund. Marathon, in its capacity as the investment manager of the Fund, has sole power to vote and direct the disposition of all shares of the Common Stock held by the Fund. Thus, for the purposes of Reg. Section 240.13d-3, Marathon is deemed to beneficially own 1,989,900 shares, or 5.2% of the deemed issued and outstanding shares of the Common Stock as of September 21, 2005. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 30, 2005 MARATHON ASSET MANAGEMENT, LLC By:/s/ Andrew Rabinowitz ------------------------------- Name: Andrew Rabinowitz Title: Chief Financial Officer and Chief Operating Officer Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----