-----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, GovTp7a0WOotEIP00jvqdGgZJthmDd5+kaJjTnJmcbSyJcKpHcgwwlcr/W4sctgi 6/7P+vSdtlY7goMaVET9+g== 0000903423-97-000132.txt : 19970805 0000903423-97-000132.hdr.sgml : 19970805 ACCESSION NUMBER: 0000903423-97-000132 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970804 SROS: NASD GROUP MEMBERS: H.K.L., L.L.C. GROUP MEMBERS: INGE KRUGER-PRESSL GROUP MEMBERS: KUKWA LEMMERZ HORST GROUP MEMBERS: MARIANNE LEMMERZ GROUP MEMBERS: RENATE KUKWA-LEMMERZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAYES WHEELS INTERNATIONAL INC CENTRAL INDEX KEY: 0000893670 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133384636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44785 FILM NUMBER: 97651040 BUSINESS ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: ROMULUS STATE: MI ZIP: 48174 BUSINESS PHONE: 3139412000 MAIL ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: RONULUS STATE: MI ZIP: 48174 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KUKWA LEMMERZ HORST CENTRAL INDEX KEY: 0001043349 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: POSTFACH 1145 CITY: KONIGSWINTER GERMANY STATE: I9 MAIL ADDRESS: STREET 1: POSTFACH 1145 CITY: KONIGSWINTER GERMANY STATE: I9 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hayes Wheels International, Inc. -------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 421124-10-8 ----------- (CUSIP Number) Dr. Wienand Meilicke William A. Groll Meilicke & Partner Cleary, Gottlieb, Steen & Hamilton Poppelsdorfer Allee 106 One Liberty Plaza 53115 Bonn New York, New York 10006 Federal Republic of Germany (212) 225-2000 011-49-228-72543-0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1997 ------------- (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(b)(3) or (4), check the following box [ ]. Page 1 of 32 Pages Exhibit Index Appears on Page 15 SCHEDULE 13D CUSIP NO. 421124-10-8 - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Horst Kukwa-Lemmerz - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [ x ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0 - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN Page 2 of 32 Pages SCHEDULE 13D CUSIP NO. 421124-10-8 - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Renate Kukwa-Lemmerz - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [ x ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 814,400 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 814,400 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,400 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] --- - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN Page 3 of 32 Pages SCHEDULE 13D CUSIP NO. 421124-10-8 - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Inge Kruger-Pressl - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [ x ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 814,400 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 814,400 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,400 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN Page 4 of 32 Pages SCHEDULE 13D CUSIP NO. 421124-10-8 - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marianne Lemmerz - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [ x ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN Page 5 of 32 Pages SCHEDULE 13D CUSIP NO. 421124-10-8 - ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H.K.L., L.L.C. - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [ x ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - ------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] --- - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0 - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO Page 6 of 32 Pages Item 1. Security and Issuer. This Statement relates to the common stock, par value $.01 per share ("Common Stock"), of Hayes Wheels International, Inc., a Delaware corporation (the "Issuer"). The Issuer has its principal executive offices at 38481 Huron River Drive, Romulus, Michigan 48174. Item 2. Identity and Background. (a-c) This Statement is being filed by Horst Kukwa-Lemmerz, Renate Kukwa-Lemmerz, Inge Kruger-Pressl, Marianne Lemmerz and H.K.L., L.L.C. ("HKL"). (Mr. Kukwa-Lemmerz, Mrs. Kukwa-Lemmerz, Mrs. Kruger-Pressl and Mrs. Lemmerz are referred to collectively herein as the "Lemmerz Stockholders" and, with HKL, as the "Reporting Persons.") Horst Kukwa-Lemmerz is a citizen of the Federal Republic of Germany. His residence address is Bergstrasse 80, D53604 Bad Honnef, Germany. Upon consummation of the Transaction (described in Item 4 below), Mr. Kukwa-Lemmerz was appointed Vice Chairman of the Board of Directors of, and Consultant to, the Issuer. Prior thereto, he was the Chief Executive Officer and President of Lemmerz Holding GmbH, a manufacturer of wheels, the address of which is Postfach 1125, Konigswinter, Federal Republic of Germany. Renate Kukwa-Lemmerz, wife of Mr. Kukwa-Lemmerz, is a citizen of the Federal Republic of Germany. Her residence address is Bergstrasse 80, D53604 Bad Honnef, Germany. Her principal occupation is homemaker. Inge Kruger-Pressl, sister of Mrs. Kukwa-Lemmerz, is a citizen of the Federal Republic of Germany. Her residence address is Laplacestrasse 34, D81679 Munchen, Germany. Her principal occupation is homemaker. Marianne Lemmerz, mother of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl, is a citizen of the Federal Republic of Germany. Her residence address is Hauptstrasse 288, D53639 Konigswinter, Germany. Mrs. Lemmerz is retired. HKL is a Florida limited liability company wholly owned by Mr. Kukwa-Lemmerz engaged principally in investing personal funds in securities and properties. Its address is Trump Plaza, West Palm Beach, Florida. Under the terms of HKL's organizational and constituent documents, Mr. Kukwa-Lemmerz has sole control over the business of HKL. (d) and (e) None of the Reporting Persons has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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. Page 7 of 32 Pages Item 3. Source and Amount of Funds or Other Consideration. Each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl agreed to acquire 814,400 shares of Common Stock in a private transaction with a stockholder of the Issuer on July 23, 1997, which purchase was consummated on July 24, 1997. The source of the $24,432,000 each used to acquire such shares was personal funds. In addition, as described below, upon consummation of the Transaction, the Lemmerz Stockholders exchanged their personal holdings in Lemmerz Holding GmbH, consisting of all of the equity of Lemmerz Holding GmbH, for cash and shares of Series A Convertible Participating Preferred Stock of the Issuer (the "Preferred Stock"). Item 4. Purpose of Transaction. In 1919, the Lemmerz family established a wheel manufacturing business. The family continued to own that business as it grew and developed. By the time of the Transaction, that business, consisting of Lemmerz Holding GmbH and its subsidiaries, was the leading full-line designer and manufacturer of automotive steel and aluminum wheels in Europe. On June 30, 1997, the Issuer acquired control of Lemmerz Holding GmbH (the "Transaction") pursuant to the Purchase Agreement among the Issuer, Cromodora Wheels S.p.A., Lemmerz Holding GmbH and the Lemmerz Stockholders dated as of June 6, 1997 (the "Purchase Agreement"), combining to form the world's largest manufacturer of automotive wheels. (A copy of the Purchase Agreement is Exhibit 3 hereto and the description of the provisions thereof contained in this Statement is qualified in its entirety by reference to the Purchase Agreement, which is incorporated herein by this reference.) In consideration for their interests in Lemmerz Holding GmbH, in the Transaction, the Lemmerz Stockholders received an aggregate of $200,000,000 and 5,000,000 shares of Preferred Stock, which Preferred Stock was allocated as follows: Mr. Kukwa-Lemmerz, 1,750,000 shares; Mrs. Kukwa-Lemmerz, 25,000 shares; Mrs. Kruger-Pressl, 25,000 shares; and Mrs. Lemmerz, 3,200,000 shares. Each of the Lemmerz Stockholders acquired the Preferred Stock (and expects to acquire the Common Stock into which the Preferred Stock will convert) to make a long-term minority investment in the Issuer and, thus, to continue his or her long-term investment in the wheel business. Each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl initially acquired the shares of Common Stock to which this Statement relates to further her long-term investment as described above. Shortly after Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl acquired the shares of Common Stock to which this Statement relates, the Issuer expressed concern that these shares had been anticipated to comprise part of an offering of Common Stock that had been undertaken. The Issuer requested that Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl agree to include these shares in an offering by the Issuer in order to increase liquidity for stockholders and to increase the public float of Common Stock. On July 30, 1997, Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl entered into an Option Agreement with the Issuer (the "Option Agreement") pursuant to which the Issuer has the right to require both of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl to sell the aggregate 1,628,800 shares of Common Stock to which this Statement relates either (i) to the Issuer for purposes of effecting a public offering of Common Stock or (ii) at the Issuer's Page 8 of 32 Pages election, directly into a public offering. The Option Agreement terminates by its own terms at the earlier of (a) 11:59 p.m., New York City time, on November 30, 1997 and (b) immediately following consummation of a sale thereunder. A copy of the Option Agreement is Exhibit 4 hereto and the description of the provisions thereof contained in this Statement is qualified in its entirety by reference to the Option Agreement, which is incorporated herein by this reference. In accordance with the Purchase Agreement, upon consummation of the Transaction, Mr. Kukwa-Lemmerz was appointed Vice Chairman of the Board of Directors of the Issuer and Dr. Wienand Meilicke, a legal advisor to the Lemmerz Stockholders, was appointed an additional member of the Board of Directors. In connection with the Transaction, each of the Lemmerz Stockholders, certain other stockholders of the Issuer and the Issuer entered into an Amended and Restated Stockholders Agreement, dated as of June 30, 1997 (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, each of the Lemmerz Stockholders and certain of the other stockholders party thereto agreed to use their best efforts to cause the Board of Directors of the Company to consist of eleven members, of which: (i) four members are to be designees of one of the other stock- holders; (ii) one member is to be a designee of another of the other stockholders; (iii) two members are to be designees of the Lemmerz Stockholders, one of whom shall be Mr. Kukwa-Lemmerz; (iv) one member shall be the Chief Executive Officer of the Issuer; and the remaining three members shall be determined by the Board of Directors. Pursuant to the Stockholders Agreement, in the event that the Lemmerz Stockholders, together with their descendants, and their affiliates and associates (as such terms are defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act")), cease to own, in the aggregate, at least 2,500,000 shares of Preferred Stock or Common Stock, then only one member of the Board of Directors shall be a designee of the Lemmerz Stockholders. If such persons cease to own, in the aggregate, at least 1,250,000 shares of Preferred Stock or Common Stock, then the Lemmerz Stockholders will no longer have any right to designate a nominee for election to the Board of Directors. Pursuant to the Stockholders Agreement, each of the Lemmerz Stockholders and certain other stockholders of the Issuer agreed to be present in person or by proxy at all meetings of stockholders of the Issuer for the election of directors and to vote all shares of Common Stock then owned by them in favor of the election of nominees for the Board of Directors satisfying the description contained in the preceding sentences. In addition, pursuant to the Stockholders Agreement, each of the Lemmerz Stockholders and each of the other stockholders of the Issuer party thereto agreed not to transfer any shares of Preferred Stock or Common Stock then owned by them, other than certain permitted transfers, prior to the later of (x) July 2, 1998 and (y) the date on which the Preferred Stock is converted into Common Stock (such later date, the "Registration Period Commencement Date"). Thereafter, there are certain continuing limitations on transfers. The Stockholders Agreement gives each stockholder a party thereto certain demand and "piggyback" rights, exercisable after the Registration Period Commencement Date, to require the Issuer to register under the Securities Act the resale of all or part of the shares of Common Stock then held by such stockholder. Page 9 of 32 Pages In addition, pursuant to the Stockholders Agreement, each other stockholder of the Issuer party thereto, and the Lemmerz Stockholders collectively, agreed not to acquire more than 3,000,000 additional shares of Common Stock, other than pursuant to any stock dividend or distribution or upon the exercise of certain outstanding warrants. A copy of the Stockholders Agreement is Exhibit 5 hereto and the description of the provisions thereof contained in this Statement is qualified in its entirety by reference to the Stockholders Agreement, which is incorporated herein by this reference. Because the Lemmerz Stockholders are all members of the same family and act together frequently and since certain provisions of the agreements described herein to which the Lemmerz Stockholders are parties measure rights or obligations based on the collective holdings of all the Lemmerz Stockholders, the Lemmerz Stockholders might be deemed to be a group. Similarly, because Mr. Kukwa-Lemmerz provides guidance to the other Lemmerz Stockholders and leads the negotiations for the Lemmerz Stockholders, he may be deemed to share beneficial ownership of the shares held by the other Reporting Persons. The Reporting Persons deny that they are acting as a group or that Mr. Kukwa-Lemmerz shares beneficial ownership of the shares held by the other Lemmerz Stockholders and each Reporting Person expressly disclaims beneficial ownership of any of the shares of Common Stock beneficially owned by any other Reporting Person. Each Lemmerz Stockholder intends to continue to review his or her investment in Common Stock and, from time to time depending upon certain factors, including without limitation the financial performance of the Issuer, the availability and price of shares of Common Stock, other general economic, market and investment conditions and options available to such Reporting Person, may determine, individually or jointly, to acquire through open market purchases or otherwise additional shares of Common Stock (in addition to those anticipated to be acquired upon conversion of the Preferred Stock), or may determine, individually or jointly, to sell through the open market or otherwise, in each case, subject to applicable law and the limitations of the Stockholders Agreement described above. Except as stated above, no Reporting Person has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission (the "Commission"). Item 5. Interest in Securities of the Issuer. (a) and (b) To the best knowledge of the Reporting Persons, there are 22,231,492 shares of Common Stock outstanding (as reported in the Issuer's Registration Statement on Form S-3 filed with the Commission on July 21, 1997). As of the date hereof, the 814,400 shares of Common Stock beneficially owned by each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl represent approximately 3.7% of the Common Stock issued and outstanding. If the Reporting Persons were deemed to be a group, or if Mr. Kukwa-Lemmerz were deemed to share beneficial ownership of the shares held by his wife and Mrs. Kruger-Pressl, both of which are expressly disclaimed, then the Reporting Persons or Mr. Kukwa-Lemmerz would be deemed to own Page 10 of 32 Pages approximately 7.4% of the Common Stock currently issued and outstanding. Subject to the limitations of the agreements described above, each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, the Common Stock beneficially owned by her. The Preferred Stock is not currently convertible and is not likely to be convertible within 60 days. The terms of the Preferred Stock are set forth in the Certificate of Designations of Series A Convertible Participating Preferred Stock of the Issuer (the "Certificate of Designations"). Under the Certificate of Designations, each share of Preferred Stock shall be automatically converted, without any further act of the Issuer or any holder thereof, into one share of Common Stock upon the approval of the issuance of such Common Stock by the requisite vote of the stockholders of the Issuer entitled to vote thereon. (A copy of the Certificate of Designations is Exhibit 6 hereto and the description of the provisions thereof contained in this Statement is qualified in its entirety by reference to the Certificate of Designations, which is incorporated herein by this reference.) In connection with the Purchase Agreement, stockholders who hold at least the percentage of the outstanding Common Stock required to approve such issuance have delivered irrevocable proxies with respect to the vote of stockholders to approve such issuance to Mr. Kukwa-Lemmerz, who has agreed, pursuant to the Purchase Agreement, to vote such proxies in favor of such issuance. (A copy of the form of proxy delivered to Mr. Kukwa-Lemmerz is Exhibit 7 hereto and the description of the proxies contained in this Statement is qualified in its entirety by reference to such form of proxy, which is incorporated herein by this reference). To the best knowledge of the Reporting Persons, stockholder approval of such issuance is currently expected to be sought at the Issuer's Annual Meeting of Stockholders. To the best knowledge of the Reporting Persons, no date has yet been set for such Annual Meeting and no proxy statement in connection with the approvals to be obtained at such meeting has been prepared or filed by the Issuer with the Commission. The Reporting Persons understand that the Issuer currently anticipates holding such Annual Meeting in October 1997. In light of the foregoing, the Reporting Persons do not believe that they currently beneficially own the shares of Common Stock into which the Preferred Stock will be converted, as provided by Rule 13d-3(d)(1) promulgated by the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Reporting Persons were deemed currently to beneficially own the shares of Common Stock into which the Preferred Stock will be converted, the Reporting Persons would beneficially own the following percentage of the Common Stock issued and outstanding (giving effect to the simultaneous conversion of all 5,000,000 shares of Preferred Stock, as would occur under the Certificate of Designations): Mr. Kukwa-Lemmerz, 6.4%; Mrs. Kukwa-Lemmerz, 3.1%; Mrs. Kruger-Pressl, 3.1%; Mrs. Lemmerz, 11.8%; and HKL, 0.0%. If the Reporting Persons were deemed to be a group, or if Mr. Kukwa-Lemmerz were deemed to share beneficial ownership of the shares held by his wife, Mrs. Kruger-Pressl and Mrs. Lemmerz, and if the Reporting Persons were deemed currently to beneficially own the shares of Common Stock into which the Preferred Stock will be converted, all of which are expressly disclaimed, then the Reporting Persons or Mr. Kukwa-Lemmerz would be deemed to own approximately 24.3% of the Common Stock then issued and outstanding. (c) During the last sixty days, the only transactions in Common Stock effected by the Reporting Persons were the purchases by each of Mrs. Kukwa-Lemmerz and Mrs. Kruger- Page 11 of 32 Pages Pressl of 814,400 shares of Common Stock from a stockholder as described herein at a price of $30.00 per share. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described above, the Lemmerz Stockholders are parties to the Purchase Agreement and the Stockholders Agreement and the Reporting Persons are parties to the Option Agreement. In addition, Mr. Kukwa-Lemmerz was granted the proxies described above. In addition, in connection with the Transaction, the Issuer entered into a Consulting Agreement with each of Mr. Kukwa-Lemmerz and HKL (the "Consulting Agreements"). In accordance with the Purchase Agreement and the Consulting Agreements, upon consummation of the Transaction, Mr. Kukwa-Lemmerz retired from his positions with Lemmerz Holding GmbH and its subsidiaries and each of Mr. Kukwa-Lemmerz and HKL was engaged as a consultant to the Issuer. Pursuant to the Consulting Agreements, among other things, the Issuer granted to Mr. Kukwa-Lemmerz an option to acquire 100,000 shares of Common Stock, and granted to HKL an option to acquire 150,000 shares of Common Stock, in each case at an exercise price of $16 per share. These options are not currently exercisable and, pursuant to the Consulting Agreements, will only become exercisable at the rate of 20% annually on each of the first through fifth anniversaries of the consummation of the Transaction. A copy of the Consulting Agreements are Exhibits 8 and 9 hereto and the description of the provisions thereof contained in this Statement is qualified in its entirety by reference to the Consulting Agreements, which are incorporated herein by this reference. Except for the agreements described herein, none of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement, dated August 1, 1997, among the Reporting Persons. Exhibit 2 - Power of Attorney. Exhibit 3 - The Purchase Agreement. [Incorporated by reference to Exhibit 2 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] Exhibit 4 - The Option Agreement. Exhibit 5 - The Stockholders Agreement. [Incorporated by Page 12 of 32 Pages reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated June 30, 1997.] Exhibit 6 - The Certificate of Designations. [Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Issuer dated June 30, 1997.] Exhibit 7 - Form of Proxy. Exhibit 8 - Consulting Agreement between the Issuer and Mr. Kukwa-Lemmerz. [Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] Exhibit 9 - Consulting Agreement between the Issuer and HKL. [Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] Page 13 of 32 Pages SIGNATURE After reasonable inquiry and the best of its knowledge and belief, each of the undersigned certifies that the information set forth in the statement is true, complete and correct. Dated: August 1, 1997 ------------------- /s/ Horst Kukwa-Lemmerz /s/ Inge Kruger-Pressl - ------------------------- ------------------------- Horst Kukwa-Lemmerz Inge Kruger-Pressl /s/ Renate Kukwa-Lemmerz /s/ Marianne Lemmerz - ------------------------- ------------------------- Renate Kukwa-Lemmerz Marianne Lemmerz H.K.L., L.L.C. /s/ Horst Kukwa-Lemmerz ------------------------- By: Horst Kukwa-Lemmerz Page 14 of 32 Pages EXHIBIT INDEX Exhibit Page Number Description Number - ------ ----------- ------ 1 The Joint Filing Agreement, dated August 1, 1997, 16 among the Reporting Persons. 2 Power of Attorney. 17 3 The Purchase Agreement. [Incorporated by reference to Exhibit 2 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] 4 The Option Agreement. 18 5 The Stockholders Agreement. [Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated June 30, 1997.] 6 The Certificate of Designations. [Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Issuer dated June 30, 1997.] 7 Form of Proxy. 31 8 Consulting Agreement between the Issuer and Mr. Kukwa-Lemmerz. [Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] 9 Consulting Agreement between the Issuer and HKL. [Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated June 6, 1997.] Page 15 of 32 Pages EX-99.1 2 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto) (the "Statement") with respect to the common stock, par value $.01 per share, of Hayes Wheels International, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such Statement. In evidence whereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 1st day of August, 1997. /s/ Horst Kukwa-Lemmerz /s/ Inge Kruger-Pressl - ------------------------------ ------------------------------ Horst Kukwa-Lemmerz Inge Kruger-Pressl /s/ Renate Kukwa-Lemmerz /s/ Marianne Lemmerz - ------------------------------ ------------------------------ Renate Kukwa-Lemmerz Marianne Lemmerz H.K.L., L.L.C. /s/ Horst Kukwa-Lemmerz ------------------------------ By: Horst Kukwa-Lemmerz Page 16 of 32 Pages EX-99.2 3 Exhibit 2 Power of Attorney Each of the undersigned hereby authorizes Horst Kukwa-Lemmerz to sign and cause to be filed on behalf of the undersigned the Statement on Schedule 13D and any and all amendments thereto with respect to the shares of Common Stock of Hayes Wheels International, Inc. Date: August 1, 1997 /s/ Renate Kukwa-Lemmerz --------------------------------- Renate Kukwa-Lemmerz /s/ Inge Kruger-Pressl --------------------------------- Inge Kruger-Pressl /s/ Marianne Lemmerz --------------------------------- Marianne Lemmerz Page 17 of 32 Pages EX-99.4 4 Exhibit 4 OPTION AGREEMENT AMONG HAYES WHEELS INTERNATIONAL, INC., RENATE KUKWA-LEMMERZ AND INGE KRUGER-PRESSL DATED AS OF JULY 30, 1997 Page 18 of 32 Pages OPTION AGREEMENT OPTION AGREEMENT, dated as of July 30, 1997 (the "Agreement"), among: A. Hayes Wheels International, Inc., a corporation organized under the laws of the State of Delaware ("HWI"); B. Renate Kukwa-Lemmerz, an individual residing in the Federal Republic of Germany; and C. Inge Kruger-Pressl, an individual residing in the Federal Republic of Germany. Renate Kukwa-Lemmerz and Inge Kruger-Pressl are referred to herein, individually, as a "Stockholder" and, together, as the "Stockholders." HWI and the Stockholders are referred to herein, individually, as a "Party" and, collectively, as the "Parties." WHEREAS, the Stockholders own 1,628,800 shares (the "Shares") of Common Stock, par value $.01 per share, of HWI ("Common Stock"), free and clear of any and all Liens (as defined herein); NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the Parties hereby agree as follows: ARTICLE I OPTION Section 1 Grant of Option. Each Stockholder hereby grants to HWI an irrevocable option (the "Option") to: (a) purchase all of the Shares held by such Stockholder ("Purchase Option"); or (b) require such Stockholder to include all of the Shares held by such Stockholder ("Call Option") in any public offering of equity securities of HWI (a "Public Offering"); in each case, on the terms and subject to the conditions set forth herein. Page 19 of 32 Pages Section 2 Exercise of Option. (a) At any time prior to the termination of this Agreement, HWI may exercise the Option, in whole but not in part, by giving written notice of such exercise (the "Exercise Notice") to the Stockholders at least ten days prior to the date (the "Option Closing Date") for the closing of any purchase and sale of the Shares pursuant to the Option (the "Closing"). The Closing shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York, at 10:00 a.m., local time, on the day specified in such notice or at such other place, and at such other time or date as the Parties may agree. At the Closing, each Stockholder shall deliver the number of Shares specified in the Exercise Notice and held by such Stockholder by delivery of certificates evidencing such Shares, properly endorsed by such Stockholder and accompanied by such stock powers and other documents as may be necessary to transfer record ownership of such Shares on the stock transfer books of HWI, against payment therefor as specified in Section 1.3. Notwithstanding any Exercise Notice hereunder, the Company shall not be deemed to have exercised the Purchase Option or the Call Option unless and until the Closing shall have occurred hereunder. (b) Notwithstanding any provision hereof to the contrary, each of HWI's right to exercise, and each Stockholder's obligation to sell any Shares pursuant to, the Option hereunder is subject to the conditions that (i) any Closing with respect to such Shares must take place (A) on or prior to November 30, 1997 and (B) in connection with a Public Offering for a number of shares at least equal to the number of Shares and (ii) the requisite consent under the Stockholders Agreement (as defined below) shall have been obtained. Section 3 Purchase Price. (a) At the Closing of the Purchase Option exercise, HWI shall deliver to each Stockholder funds in an aggregate amount equal to (a) $30 multiplied by (b) the total number of Shares sold by such Stockholder to HWI (the "Purchase Option Price"), by wire transfer of New York Clearing House funds to an account designated by such Stockholder in writing at least three days prior to the Closing Date. (b) At the Closing of the Call Option exercise: (i) in the event that the net proceeds per share ("Net Proceeds Per Share") payable by the underwriters in respect of each Share sold in a Public Offering pursuant to the Call Option is less than $30, HWI shall deliver to such Stockholder funds in an aggregate amount equal to (A) the amount by which $30 is greater than such Net Proceeds Per Share multiplied by (B) the total number of Shares sold by such Stockholder in the Public Offering pursuant to the Call Option, by wire transfer of New Page 20 of 32 Pages York Clearing House funds to an account designated by such Stockholder in writing at least three days prior to the Closing Date; and (ii) in the event that the Net Proceeds Per Share payable by the underwriters in respect of each Share sold in a Public Offering pursuant to the Call Option is greater than $30, then such Stockholder shall cause the underwriters of such Public Offering to deliver to HWI funds in an aggregate amount equal to (A) the amount by which such Net Proceeds Per Share is greater than $30 multiplied by (B) the total number of Shares sold by such Stockholder in the Public Offering pursuant to the Call Option, by wire transfer of New York Clearing House funds to an account designated by HWI in writing at least three days prior to the Closing Date. In no event and under no circumstances shall any Stockholder be entitled to receive more than $30 for any Share sold in a Public Offering pursuant to any Call Option. Section 4 Adjustments. If at any time the outstanding shares of Common Stock are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment or if a stock dividend therein is declared with a record date prior to the termination of this Agreement, then the number of Shares subject to the Option and the applicable per Share consideration to be paid by HWI upon exercise of the Option (but not the total purchase price) shall be appropriately and equitably adjusted. ARTICLE II REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each Stockholder, as to herself, hereby represents and warrants to HWI as follows: Section 1 Authority. Such Stockholder has the requisite power, capacity and authority to execute and deliver this Agreement, to perform her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery hereof by HWI, constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. Section 2 Title to Shares. (a) Such Stockholder has good and marketable title to the number of Shares set forth opposite such Stockholder's name in Annex 1, free and clear of any and all liens, encumbrances, security interests, mortgages or pledges (collectively, "Liens"). Page 21 of 32 Pages (b) At any Closing, with respect to each Share to be sold, assigned, transferred and conveyed by such Stockholder, upon delivery and payment to such Stockholder of the Purchase Option Price or the Net Proceeds Per Share, as the case may be, for such Share in accordance with Article II hereof, the purchaser thereof will acquire good and valid title to such Share, free and clear of any and all Liens. Section 3 No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, order, judgment or decree applicable to such Stockholder, or (ii) other than the Amended and Restated Stockholders Agreement dated as of June 30, 1997 (the "Stockholders Agreement"), result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement to which such Stockholder is a party. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not, require such Stockholder to obtain any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification to ("Consent"), any nation or government, or any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, the Federal Republic of Germany or any political subdivision thereof, or any other nation, or any court, tribunal or arbitrator ("Governmental Entity"), or any third party, other than under the Stockholders Agreement and under federal and state securities laws. ARTICLE III REPRESENTATIONS AND WARRANTIES OF HWI HWI hereby represents and warrants to the Stockholders as follows: Section 1 Corporate Organization; Subsidiaries. HWI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 2 Authorization; No Violation; Consents and Approvals. Page 22 of 32 Pages (a) HWI has the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Other than filings under federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by the Board of Directors of HWI and no other corporate proceeding on the part of HWI is required to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by HWI and, assuming the due authorization, execution and delivery hereof by each Stockholder, constitutes the valid and binding obligation of HWI, enforceable against HWI in accordance with its terms. (b) The execution and delivery of this Agreement by HWI do not, and the performance of this Agreement by HWI and the consummation of the transactions contemplated hereby, will not, (i) conflict with or violate the certificate of incorporation or by-laws, in each case as amended or restated to date, of HWI, (ii) conflict with or violate any law, judgment, order or decree applicable to HWI, or (iii) other than the Stockholders Agreement, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement to which HWI is a party, other than, with respect to clause (iii) above, such conflicts, violations, breaches and defaults as could not reasonably be expected, individually or in the aggregate, to impair in any material respect HWI's ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by HWI do not, and the performance by HWI of this Agreement and the consummation of the transactions contemplated hereby, will not, require HWI to obtain any Consent of any Governmental Entity, or any third party, except for the Stockholders Agreement, under federal and state securities laws and such Consents, the failure of which to obtain or make could not reasonably be expected, individually or in the aggregate, to impair in any material respect HWI's ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. ARTICLE IV COVENANTS OF THE PARTIES Section 1 Information from the Stockholders. The Stock- holders shall use their respective reasonable best efforts promptly to provide HWI with all information concerning the Stockholders requested by HWI and required to be included in the registration statement relating to any Public Offering in which Shares are to be sold. Page 23 of 32 Pages Section 2 Cooperation; Further Action. In the event that, prior to or after the Closing, any action is necessary or desirable to carry out the purposes of this Agreement, including entering into any customary agreements with underwriters of any Public Offering in which the Shares are included, each Party shall take, and shall cause its directors, officers, employees, representatives (including, in the case of the Stockholders, their director designees on the Board of Directors of HWI) and agents, as the case may be, to take, all such necessary actions including the execution and delivery of such further instruments and documents as may reasonably be requested by any Party for such purposes or otherwise to complete or perfect the transactions contemplated hereby. The Stockholders agree to fully cooperate with HWI and the underwriters of any Public Offering in which the Shares are included. Section 3 Legend. Upon execution and delivery of this Agreement, the Stockholders shall promptly after the date hereof submit to HWI the stock certificate or stock certificates representing the Shares and substantially the following legend shall be placed thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE OPTION AGREEMENT DATED AS OF JULY 30, 1997 AMONG HAYES WHEELS INTERNATIONAL, INC., RENATE KUKWA-LEMMERZ AND INGE KRUGER-PRESSL, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF HAYES WHEELS INTERNATIONAL, INC. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. Section 4 Stockholders Agreement. Each Party, and each of Marianne Lemmerz and Horst Kukwa-Lemmerz, hereby irrevocably consents to the transactions contemplated hereby for purposes of the Stockholders Agreement; and HWI shall use its reasonable best efforts to obtain the required consent under the Stockholders Agreement from each other party thereto. Section 5 Mutual Release. To the fullest extent permitted by applicable law, each Party, and the respective directors, officers, employees, representatives, agents, successors and permitted assigns of any Party, if any, and each of Marianne Lemmerz, Horst Kukwa- Lemmerz and H.K.L., L.L.C., hereby irrevocably and unconditionally releases and discharges each other Party, and each of Marianne Lemmerz, Horst Kukwa-Lemmerz and H.K.L., L.L.C., and the respective directors, officers, employees, representatives, agents, successors and permitted assigns of any Party, if any, from any and all liability which such person or entity now has or may hereafter have against any such other person or entity, and to the extent applicable, any of its directors, officers, Page 24 of 32 Pages employees, representatives or agents, arising out of, based upon or relating to the purchase by the Stockholders of the Shares from K-H Corporation pursuant to the letter agreement dated July 23, 1997, a true, correct and complete copy of which has been furnished to HWI, or the transactions expressly provided for herein. ARTICLE V TERMINATION Section 1 Termination. This Agreement shall terminate at the earlier of (a) 11:59 p.m., New York City time, on November 30, 1997 or (b) immediately following any Closing hereunder. Section 2 Effect of Termination. Upon termination of this Agreement pursuant to this Article V, this Agreement and the transactions contemplated hereby shall be deemed abandoned (and HWI shall promptly deliver to the Stockholders a certificate or certificates representing the Shares not theretofore sold hereunder without the legend thereon described in Section 4.3) and this Agreement shall forthwith become null and void, except that the provisions of Sections 4.4 and 4.5 and Article V shall survive any termination of this Agreement; provided, however, that nothing in this Agreement shall relieve any party from liability for any willful breach of this Agreement. ARTICLE VI MISCELLANEOUS PROVISIONS Section 1 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of all Parties. Section 2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date delivered, if delivered personally, on the fifth business day after being mailed by registered or certified international airmail (postage prepaid, return receipt requested) or on the second business day after being sent by reputable overnight courier (delivery prepaid), in each case, to the parties at the following addresses, or on the date sent and confirmed by electronic transmission to the telecopier number specified below (or at such other address or telecopier number for a party as shall be specified by notice given in accordance with this Section): (a) if to any Stockholder, to: Herrn Horst-Kukwa Lemmerz Page 25 of 32 Pages c/o Lemmerz Holding GmbH Postfach 1125 53621 Konigswinter Federal Republic of Germany Tel: +49-2223-71-0 Fax: +49-2223-71-620 with a copy to: Meilicke & Partner Attention: Dr. Wienand Meilicke Poppelsdorfer Allee 106 53115 Bonn, Federal Republic of Germany Tel: +49-228-72543-0 Fax: +49-228-72543-10 and Cleary, Gottlieb, Steen & Hamilton Attention: William A. Groll, Esq. 1 Liberty Plaza New York, New York 10006 U.S.A. Tel: +1-212-225-2142 Fax: +1-212-225-3999 (b) if to HWI, to: Hayes Wheels International, Inc. Attention: Daniel M. Sandberg, Esq. 38481 Huron River Drive Romulus, Michigan 48174 U.S.A. Tel: +1-313-941-8065 Fax: +1-313-942-5199 Page 26 of 32 Pages with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Attention: Robert B. Pincus, Esq. One Rodney Square Wilmington, Delaware 19801 U.S.A. Tel: +1-302-651-3000 Fax: +1-302-651-3001 Section 3 Parties in Interest; Assignment. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and its respective successors and permitted assigns, and except for Section 4.4 and 4.5 hereof, no provision of this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, by any Party without the prior written consent of the other Parties. Section 4 Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Section 5 Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. Section 6 Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements and undertakings, both written and oral, between or among the Parties, or any of them, with respect to the subject matter hereof. Section 7 Specific Performance. Each Party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach of this Agreement would cause the other Party or Parties hereto irreparable harm. Accordingly, each Party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, the other Party or Parties hereto shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form Page 27 of 32 Pages of injunctions and orders for specific performance, in addition to all other remedies available to such other Parties at law or in equity. Section 8 Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles. [SIGNATURE PAGE FOLLOWS] Page 28 of 32 Pages IN WITNESS WHEREOF, HWI and each Stockholder have duly executed and delivered this Agreement as of the day and year first written above. HAYES WHEELS INTERNATIONAL, INC. By: /s/ Daniel M. Sandberg ----------------------------- Name: Daniel M. Sandberg Title: Vice President /s/ Renate Kukwa-Lemmerz -------------------------------- Renate Kukwa-Lemmerz /s/ Inge Kruger-Pressl -------------------------------- Inge Kruger-Pressl ACKNOWLEDGED AND AGREED (solely for purposes of Sections 4.4 and 4.5 hereof): /s/ Marianne Lemmerz - --------------------------- Marianne Lemmerz /s/ Horst Kukwa-Lemmerz - --------------------------- Horst Kukwa-Lemmerz ACKNOWLEDGED AND AGREED (solely for purposes of Section 4.5): H.K.L., L.L.C. By: /s/ Horst Kukwa-Lemmerz ----------------------------------- Horst Kukwa-Lemmerz Page 29 of 32 Pages ANNEX I Ownership of Shares Holder Number of Shares ------ ---------------- Renate Kukwa-Lemmerz 814,400 Inge Kruger-Pressl 814,400 Page 30 of 32 Pages EX-99.7 5 Exhibit 7 Irrevocable Proxy The undersigned stockholder of Hayes Wheels International, Inc., a Delaware corporation (the "Company"), hereby irrevocably appoints Messrs. Horst Kukwa-Lemmerz, Wienand Meilicke and William Groll, or any other designee of Mr. Kukwa-Lemmerz, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to attend any meeting (whether annual or special or both) of the stockholders of the Company, including any adjournment or postponement thereof, on behalf of the undersigned, and at such meeting, with respect to all shares of common stock, par value $.01 per share, of the Company ("Company Common Stock") owned by the undersigned on the date hereof and all shares of Company Common Stock or preferred stock of the Company acquired hereafter that are entitled to vote at such meeting or over which the undersigned has voting power (and any and all other shares of Company Common Stock and preferred stock of the Company or other securities issued on or after the date hereof in respect of any such shares), including, without limitation, the shares of Company Common Stock indicated in the last paragraph of this proxy to vote (A) in favor of the approval and adoption of (i) the issuance of the shares of Company Common Stock into which the shares of Series A Convertible Participating preferred stock, par value $.01 per share, of the Company ("Series A Preferred Stock") issued and delivered to the Lemmerz Shareholders (as defined below) pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among the Company, Cromodora S.p.A., Lemmerz Holding GmbH ("Lemmerz Holding") and the shareholders of Lemmerz Holding (the "Lemmerz Shareholders") will be convertible and (ii) the amendment of the Restated Certificate of Incorporation of the Company to change the name of the Company to Hayes Lemmerz International Inc. (collectively, the "Stockholder Approval Matters") and (B) as recommended by the Board of Directors of the Company on all other matters brought before the Company stockholders at any such meeting or, if the Board shall not make such a recommendation on any such matter, in the same manner as the proxy holders appointed by the Board shall vote. The undersigned affirms that this proxy is issued in connection with the Purchase Agreement to facilitate the transactions contemplated thereunder and in consideration of the Lemmerz Shareholders entering into the Purchase Agreement and as such is coupled with an interest and is irrevocable. This proxy will terminate upon the earlier to occur of (1) approval and adoption by the Company stockholders of the Stockholder Approval Matters, (2) the termination of the Purchase Agreement in accordance with its terms and (3) any failure by the attorneys and proxies appointed hereby or their substitutes to attend a stockholders' meeting upon duly given notice and vote as specified in clauses (A) and (B) above. By execution and delivery of this proxy, the undersigned agrees that until the termination of this proxy, it will not sell, transfer or otherwise dispose of any shares of Company Common Stock or preferred stock of the Company owned by the undersigned unless the purchaser or transferee of such shares agrees in writing (a copy of which shall be delivered by the undersigned to the Lemmerz Shareholders) prior to such sale, transfer or disposition to be bound by and subject to the provisions contained in this proxy. Page 31 of 32 Pages All authority herein conferred or agreed to be conferred shall survive the dissolution or liquidation of the undersigned and any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. This proxy revokes any and all other proxies heretofore granted by the undersigned to vote or otherwise to act with respect to any of the shares to which this proxy relates. The undersigned will not give any subsequent proxy (and such proxy if given will be deemed not to be effective) with respect to such shares that purports to grant authority within the scope of the authority hereby conferred, except on the express condition that such proxy shall not be effective unless and until this proxy shall have terminated in accordance with its terms. This proxy shall be governed by the laws of the State of Delaware. As of the date hereof, the undersigned owns or possesses voting power with respect to __________________ shares of Company Common Stock. [Name of Entity] By:___________________________ Name: Title: Dated:__________________, 1997 Page 32 of 32 Pages -----END PRIVACY-ENHANCED MESSAGE-----