-----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, PhWQKtfa3iW0gpnTa1ml+7dvzYNQkIw2vtmb2YJd48g1xHduuEaOeLGhNX97/Qe1 b3tdhAnWFvsMe3j2DYaeuA== 0000903423-97-000186.txt : 19971023 0000903423-97-000186.hdr.sgml : 19971023 ACCESSION NUMBER: 0000903423-97-000186 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971022 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/A SEC ACT: SEC FILE NUMBER: 005-44785 FILM NUMBER: 97699294 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/A BUSINESS ADDRESS: STREET 1: POSTFACH 1145 CITY: KONIGSWINTER GERMANY STATE: I9 MAIL ADDRESS: STREET 1: POSTFACH 1145 CITY: KONIGSWINTER GERMANY STATE: I9 SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) October 22, 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 4 Pages Exhibit Index Appears on Page 4 This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed on August 4, 1997, as previously amended (the "Schedule 13D"), by Horst Kukwa-Lemmerz, Renate Kukwa-Lemmerz, Inge Kruger-Pressl, Marianne Lemmerz and H.K.L., L.L.C. with respect to the common stock, par value $.01 per share ("Common Stock"), of Hayes Wheels International, Inc. (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Only those Items that are amended or supplemented are reported herein. Item 5. Interest in Securities of the Issuer. (a) and (b) The Issuer held its Annual Meeting on October 22, 1997, at which a vote of stockholders was taken pursuant to which the issuance of Common Stock to the Lemmerz Stockholders upon conversion of their Preferred Stock was approved. Accordingly, the Preferred Stock held by the Reporting Persons was automatically converted, in accordance with its terms, into Common Stock on a share-for-share basis. To the best knowledge of the Reporting Persons, there are now 29,949,119 shares of Common Stock outstanding (as described in the Issuer's Proxy Statement relating to the Annual Meeting, after giving effect to the conversion and issuance of 5,000,000 shares of Common Stock). As a result, the Reporting Persons beneficially own the following number of shares and percentages of the Common Stock issued and outstanding: Mr. Kukwa-Lemmerz, 1,750,000 shares, 5.8%; Mrs. Kukwa-Lemmerz, 25,000 shares, less than 0.1%; Mrs. Kruger-Pressl, 25,000 shares less than 0.1%; Mrs. Lemmerz, 3,200,000 shares, 10.7%; and HKL, no shares, 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, all of which are expressly disclaimed, then the Reporting Persons or Mr. Kukwa-Lemmerz would be deemed to own approximately 16.7% of the Common Stock issued and outstanding. Subject to the limitations of the agreements described in the Schedule 13D, each of the Lemmerz Stockholders 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 him or her. Page 2 of 4 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: October 22, 1997 /s/ Horst Kukwa-Lemmerz /s/ Horst Kukwa-Lemmerz - --------------------------- --------------------------- Horst Kukwa-Lemmerz Inge Kruger-Pressl By: Horst Kukwa-Lemmerz, Attorney-in-Fact /s/ Horst Kukwa-Lemmerz /s/ Horst Kukwa-Lemmerz - --------------------------- --------------------------- Renate Kukwa-Lemmerz Marianne Lemmerz By: Horst Kukwa-Lemmerz, By: Horst Kukwa-Lemmerz, Attorney-in-Fact Attorney-in-Fact H.K.L., L.L.C. /s/ Horst Kukwa-Lemmerz --------------------------- By: Horst Kukwa-Lemmerz Page 3 of 4 Pages EXHIBIT INDEX Exhibit Page Number Description Number 1 The Joint Filing Agreement, dated * August 1, 1997, among the Reporting Persons. 2 Power of Attorney. * 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. * 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. * 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.] 10 The U.S. Purchase Agreement. [Incorporated by reference to Exhibit 1.1 to Amendment No. 2 to the Registration Statement on Form S-3 of the Issuer dated August 18, 1997.] 11 The International Purchase Agreement. [Incorporated by reference to Exhibit 1.2 to Amendment No. 2 to the Registration Statement on Form S-3 of the Issuer dated August 18, 1997.] 12 Form of Lock-Up Agreement. * - ------------- * Previously filed. Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----