8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                                 June 3, 2003
         ------------------------------------------------------------
               Date of Report (Date of earliest event reported)



                       Hayes Lemmerz International, Inc.
         ------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware                         1-11592             13-3384636
(State or other jurisdiction of        (Commission File      (I.R.S. Employer
incorporation or organization)              Number)         Identification No.)



              15300 Centennial Drive, Northville, Michigan 48167
         ------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)



                                (734) 737-5000
         ------------------------------------------------------------
             (Registrant's telephone number, including area code)



                                Not Applicable
         ------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)



Item 2. Acquisition or Disposition of Assets.

         On June 3, 2003 (the "Effective Date"), Hayes Lemmerz International,
Inc., a Delaware corporation (the "Company" or "Old Hayes") emerged from
Chapter 11 proceedings pursuant to the Modified First Amended Joint Plan of
Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors
and Debtors in Possession, filed with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") on April 9, 2003 (the
"Plan"), which was confirmed by the Bankruptcy Court on May 12, 2003. The Plan
is incorporated by reference as Exhibit 2.1 hereto, and the order confirming
the Plan is incorporated by reference as Exhibit 2.2 hereto.

         Pursuant to the Plan, Old Hayes caused the formation of (i) a new
holding company, HLI Holding Company, Inc., a Delaware corporation ("HoldCo"),
(ii) HLI Parent Company, Inc., a Delaware corporation and a wholly owned
subsidiary of HoldCo ("ParentCo"), and (iii) HLI Operating Company, Inc, a
Delaware corporation and a wholly owned subsidiary of ParentCo ("HLI"). On the
Effective Date, (i) HoldCo was renamed Hayes Lemmerz International, Inc. ("New
Hayes"), (ii) New Hayes contributed 30,0000,000 shares of its common stock,
par value $.01 per share (the "New Common Stock"), to ParentCo, which in turn
contributed such shares to HLI and (iii) pursuant to an Agreement and Plan of
Merger, dated as of June 3, 2003 (the "Merger Agreement"), between Old Hayes
and HLI, a copy of which is filed as Exhibit 2.3 hereto and incorporated
herein by reference, Old Hayes was merged with and into HLI (the "Merger"),
with HLI continuing as the surviving corporation. As a result of the Merger,
HLI acquired substantially all of the assets of Old Hayes.

         Pursuant to the Plan and as a result of the Merger, all of the issued
and outstanding shares of common stock, par value $.01 per share, of Old Hayes
(the "Old Common Stock"), and any other outstanding equity securities of Old
Hayes, were cancelled. Promptly following the Merger, the New Common Stock was
distributed by HLI to certain holders of allowed claims under the terms of the
Plan. Prior to the Merger, the Old Common Stock was registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In reliance on Rule 12g-3(a) of the Exchange Act, by virtue
of the status of New Hayes as a successor issuer to Old Hayes, the New Common
Stock is deemed registered under Section 12(g) of the Exchange Act. Old Hayes
is filing a Form 15 with the SEC to terminate the registration of the Old
Common Stock under the Exchange Act.

         Pursuant to the terms of the Plan, HLI issued 100,000 shares of
Series A Exchangeable Preferred Stock, par value $1.00, of HLI (the "Preferred
Stock") to the holders of certain allowed claims. In accordance with the terms
of the Preferred Stock, the shares of Preferred Stock are, at the holder's
option, exchangeable into a number of fully paid and nonassessable shares of
New Common Stock equal to (i) the aggregate liquidation preference ($100 per
share) of the shares of Preferred Stock so exchanged plus all accrued and
unpaid dividends thereon (whether or not declared) to the exchange date
divided by (ii) 125% of the "Emergence Share Price." As determined pursuant to
the terms of the Plan, the Emergence Shares Price is $18.50.


Item 5.  Other Events

         On June 3, 2003, Hayes Lemmerz International, Inc. issued a press
release, a copy of which is filed as Exhibit 99.1 to this Current Report and
incorporated herein by reference.


Item 7(c).  Exhibits.

2.1      Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
         International, Inc. and Its Affiliated Debtors and Debtors in
         Possession, as Further Modified (filed as Exhibit 2.1 to the
         Company's Current Report on Form 8-K dated May 12, 2003, and
         incorporated herein by reference).

2.2      Revised Findings of Fact, Conclusions of Law, and Order Under 11
         U.S.C.ss.ss.1129(a) and 1129(b) and Fed. R. Bankr. P. 3020 Confirming
         Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
         International, Inc. and Its Affiliated Debtors and
         Debtors-in-Possession, dated April 9, 2003, as Further Modified
         (filed as Exhibit 99.3 to the Company's Current Report on Form 8-K
         dated May 12, 2003, and incorporated herein by reference).

2.3      Agreement and Plan of Merger, dated as of June 3, 2003, by and
         between Hayes Lemmerz International, Inc. and HLI Operating Company,
         Inc.

99.1     Press Release dated June 3, 2003.



                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           HAYES LEMMERZ INTERNATIONAL, INC.


                                           By:  /s/ Patrick C. Cauley
                                                -------------------------------
                                                Patrick C. Cauley
                                                General Counsel and Secretary

   Dated: June 3, 2003





                                 EXHIBIT INDEX

Exhibit No.         Description

2.1                 Modified First Amended Joint Plan of Reorganization of
                    Hayes Lemmerz International, Inc. and Its Affiliated
                    Debtors and Debtors in Possession, as Further Modified
                    (filed as Exhibit 2.1 to the Company's Current Report on
                    Form 8-K dated May 12, 2003, and incorporated herein by
                    reference).

2.2                 Revised Findings of Fact, Conclusions of Law, and Order
                    Under 11 U.S.C.ss.ss.1129(a) and 1129(b) and Fed. R.
                    Bankr. P. 3020 Confirming Modified First Amended Joint
                    Plan of Reorganization of Hayes Lemmerz International,
                    Inc. and Its Affiliated Debtors and Debtors-in-Possession,
                    dated April 9, 2003, as Further Modified (filed as Exhibit
                    99.3 to the Company's Current Report on Form 8-K dated May
                    12, 2003, and incorporated herein by reference).

2.3                 Agreement and Plan of Merger, dated as of June 3, 2003, by
                    and between Hayes Lemmerz International, Inc. and HLI
                    Operating Company, Inc.

99.1                Press Release dated June 3, 2003.

EX-2

                          AGREEMENT AND PLAN OF MERGER


                  AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"),
dated as of June 3, 2003, made and entered into by and between Hayes Lemmerz
International, Inc., a Delaware corporation ("Hayes"), and HLI Operating
Company, Inc., a Delaware corporation ("HLI OpCo"). Capitalized terms used
herein and not defined shall have the respective meanings ascribed to such
terms in the Modified First Amended Joint Plan of Reorganization of Hayes
Lemmerz International, Inc., and its Affiliated Debtors and Debtors in
Possession, as Further Modified, dated as of April 9, 2003 (the "Plan").

                  WHEREAS, the Merger (as defined below) is contemplated by
the Plan and is being consummated pursuant to and in accordance with the Plan;
and

                  WHEREAS, the Board of Directors of Hayes has approved the
Plan and the transactions contemplated thereby and the Plan has been confirmed
by the order of a court of competent jurisdiction, pursuant to Section 303 of
the General Corporation Law of the State of Delaware (the "DGCL"), Hayes is
authorized to enter into this Merger Agreement and consummate the transactions
contemplated hereby without any further action of the Board of Directors or
stockholders of Hayes; and

                  WHEREAS, the Board of Directors of HLI OpCo has approved
this Merger Agreement and the transactions contemplated hereby; and

                  WHEREAS, pursuant to the Plan on the Effective Date and
after the Effective Time (as defined below) of the Merger, HLI OpCo will issue
to certain holders of Allowed Claims (the "Holders") an aggregate of one
hundred thousand (100,000) shares of Series A Cumulative Redeemable
Exchangeable Preferred Stock (the "OpCo Preferred Shares") having the rights,
designations and preferences set forth in the Certificate of Incorporation of
HLI OpCo, as amended; and

                  WHEREAS, pursuant to the Plan, on the Effective Date and
immediately prior to the Effective Time of the Merger, HLI Holding Company,
Inc. (to be renamed Hayes Lemmerz International, Inc.), a Delaware corporation
("HLI HoldCo"), will issue and contribute to HLI Parent Company, Inc., a
Delaware corporation and the sole stockholder of HLI OpCo ("HLI Parent"),
certain shares of New Common Stock, Series A Warrants and Series B Warrants of
HLI HoldCo (collectively, the " HoldCo Securities"), and pursuant to the Plan,
on the Effective Date, immediately after receiving the contribution of the
HoldCo Securities from HLI HoldCo and immediately prior to the Effective Time
of the Merger, HLI Parent will contribute the HoldCo Securities to HLI OpCo
for distribution to the Holders after the Effective Time of the Merger, all
upon the terms and subject to the conditions set forth in the Plan; and

                  WHEREAS, on the Effective Date and after the Effective Time
of the Merger, pursuant to this Merger Agreement and the Plan, HLI OpCo, as
the Surviving Corporation (as defined below) in the Merger, shall distribute
the HoldCo Securities and issue the OpCo Preferred Shares (collectively, the
"Securities") to the Holders, all upon the terms and subject to the conditions
set forth in the Plan.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for the purpose of merging Hayes with and into
HLI OpCo (the "Merger") and setting forth certain terms and conditions of the
Merger and the mode of carrying the same into effect, and for purposes of
giving effect to the other transactions contemplated hereby, Hayes and HLI
OpCo hereby agree as follows:

                  1. Merger. Subject to the terms and conditions set forth
herein, and in accordance with Section 251 of the DGCL, Hayes shall be merged
with and into HLI OpCo. HLI OpCo shall be, and is herein referred to as, the
"Surviving Corporation." The Merger shall become effective at the time and on
the date of filing of a Certificate of Merger relating to the Merger with the
Office of the Secretary of State of the State of Delaware or at such other
time, if any, as shall be specified in such Certificate of Merger (the
"Effective Time").

                  2. Effects of Merger. At the Effective Time, Hayes shall be
merged with and into HLI OpCo and the separate existence of Hayes shall cease.
The Merger shall have the effects set forth in Section 259 of the DGCL.
Without limiting the generality of the foregoing, from and after the Effective
Time, the Surviving Corporation shall possess all the property, rights,
privileges, immunities, powers and franchises and be subject to all of the
debts, liabilities, obligations, restrictions, disabilities and duties of
Hayes, all as provided under applicable law and as set forth in the Plan.

                  3. Certificate of Incorporation and By-Laws. The Amended and
Restated Certificate of Incorporation and the By-Laws of HLI OpCo, each as in
effect immediately prior to the Effective Time, shall continue to be the
Amended and Restated Certificate of Incorporation and the By-Laws of the
Surviving Corporation until amended in accordance with the terms thereof and
applicable law.

                  4. Directors and Officers. The directors of HLI OpCo and the
officers of Hayes immediately prior to the Effective Time shall be the
directors and officers of the Surviving Corporation and shall hold office from
the Effective Time until their respective successors are duly elected or
appointed and qualified in the manner provided in the Amended and Restated
Certificate of Incorporation and the By-Laws of the Surviving Corporation, or
as otherwise provided by law.

                  5. Conversion of Shares.

                  (a) At the Effective Time, by virtue of the Merger and
         without any action on the part of the holders thereof, each share of
         any class of capital stock of Hayes issued and outstanding
         immediately prior to the Effective Time shall be cancelled and
         retired and shall cease to exist, and no consideration shall be
         delivered in exchange therefor.

                  (b) At the Effective Time, the capital stock of HLI OpCo
         shall remain issued and outstanding, shall be unaffected by the
         Merger and shall represent the capital stock of the Surviving
         Corporation.

                  6. Cancellation of Other Hayes Securities. In addition to
the cancellation of all of the issued and outstanding shares of capital stock
of Hayes in the Merger, as provided in Section 5(a) hereof, at the Effective
Time, pursuant to the Plan and except as otherwise specifically provided for
therein, the Unsecured Notes, Old Common Stock Options, any other note, bond,
indenture or other instrument or document evidencing or creating any
indebtedness or obligation of the Reorganizing Debtors or ownership interest
in Hayes, and all options, warrants and rights (whether fixed or contingent,
matured or unmatured, disputed or undisputed), contractual, legal, equitable
or otherwise, to acquire any of the foregoing, except such notes or other
instruments evidencing indebtedness or obligations of the Reorganizing Debtors
that are specifically Reinstated under the Plan, shall be cancelled and
retired and shall cease to exist, and the only consideration that shall be
delivered in exchange therefor shall be such consideration, if any, that is
specifically provided for in the Plan.

                  7. Distribution of Securities. As promptly as practicable
after the Effective Time, the Surviving Corporation shall distribute the
Securities, or cause the Securities to be distributed, to the Holders pursuant
to and in accordance with the Plan. The Surviving Corporation shall take all
steps and do all things reasonably necessary to effect the distribution of the
Securities to the Holders pursuant to and in accordance with the Plan and to
otherwise consummate such distribution as promptly as practicable after the
Effective Time.

                  8. Further Assurances. From time to time, as and when
required by the Surviving Corporation or by its successors and assigns, there
shall be executed and delivered on behalf of Hayes such deeds and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action as shall be appropriate or necessary in order to
vest, perfect or confirm, of record or otherwise, in the Surviving Corporation
the title to and possession of all property, interests, assets, rights,
privileges, immunities, powers, franchises and authority of Hayes and
otherwise to carry out the purposes of this Merger Agreement, and the officers
of the Surviving Corporation are fully authorized in the name and on behalf of
Hayes or otherwise to take any and all such action to execute and deliver any
and all such deeds and other instruments.

                  9. Combined Information Reporting. The Surviving Corporation
shall assume the entire federal tax information reporting obligations of Hayes
for all Internal Revenue Service Forms 1042-S and all Internal Revenue Service
forms in the series 1098, 1099 and 5498 pursuant to the "alternative
procedure" described in Rev. Proc. 99-50, 1999-2 C.B. 757 (and any successor
thereto) and shall comply with all of the requirements for electing the
"alternative procedure" set forth in section 5 of Rev. Proc. 99-50, 1999-2
C.B. 757 (and any successor thereto).

                  10. Amendment and Modification. This Merger Agreement may be
amended or modified at any time by the parties hereto, but only pursuant to an
instrument in writing signed by the parties and only in accordance with
applicable provisions of Delaware law.

                  11. Entire Agreement; Assignment. This Merger Agreement,
together with the Plan (and exhibits thereto) constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the parties hereto with respect to the subject matter hereof.

                  12. Validity. The invalidity or unenforceability of any term
or provision of this Merger Agreement in any situation or jurisdiction shall
not affect the validity or enforceability of the other terms or provisions in
any other situation or in any other jurisdiction.

                  13. Governing Law. This Merger Agreement shall be governed
by, enforced under and construed in accordance with the laws of the State of
Delaware, without giving effect to any choice or conflict of law provision or
rule thereof.

                  14. Descriptive Headings. The descriptive headings herein
are inserted for convenience of reference only and shall in no way be
construed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provision of, or scope or
intent of, this Merger Agreement or in any way affect this Merger Agreement.

                  15. Counterparts. This Merger Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


                           [SIGNATURE PAGE FOLLOWS]






                  IN WITNESS WHEREOF, Hayes and HLI OpCo have caused this
Merger Agreement to be signed by their respective duly authorized officers as
of the date first above written.


                                         HAYES LEMMERZ INTERNATIONAL, INC.


                                         By: /s/ James A. Yost
                                            --------------------------------
                                            Name:  James A. Yost
                                            Title: Vice President, Finance
                                                   and Chief Financial Officer


                                         HLI OPERATING COMPANY, INC.


                                         By: /s/ Patrick C. Cauley
                                            ---------------------------------
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

EX-99

Contact:
Marika P. Diamond
734.737.5162

                     Hayes Lemmerz Emerges From Chapter 11

Northville, MI - June 3, 2003 - Hayes Lemmerz International, Inc. announced
that it has emerged from its voluntary Chapter 11 reorganization.

Hayes Lemmerz, substantially all its U.S. subsidiaries and one subsidiary
organized in Mexico successfully concluded its reorganization today, after
completing all required actions and satisfying all remaining conditions to its
Plan of Reorganization. The Company now has a more manageable capital
structure and a reduced level of debt.

As previously reported, creditors overwhelmingly accepted the Plan, which was
confirmed on May 12, 2003, by the U.S. Bankruptcy Court for the District of
Delaware.

In conjunction with its emergence from Chapter 11, Hayes Lemmerz closed on its
exit financing facilities today. The Company's current total financing package
is valued at $800 million and includes: a $100 million senior secured
revolving credit facility maturing in 5 years; a $450 million senior secured
term loan facility maturing in 6 years; and $250 million of senior unsecured
notes, maturing in 7 years.

Curtis J. Clawson, CEO said, "This is the positive outcome that we've all been
working so hard to achieve. First and foremost, I want to thank all of our
dedicated employees who stayed focused on our goal. I want to extend my
sincere thanks to our suppliers and customers who gave their support and
cooperation. Additionally, I would like to thank our restructuring advisors,
AlixPartners, LLC, Lazard Freres & Co., LLC and Skadden, Arps, Slate, Meagher
& Flom. They are leaders in their respective fields and provided invaluable
assistance to us during the Chapter 11 process. I am very pleased that we have
emerged from Chapter 11 as a stronger, more competitive company."

Mr. Clawson continued, "Now with the Chapter 11 behind us, we not only have
significantly reduced the Company's debt level, but have also improved our
capital structure in a way that allows for our future growth. We have improved
the operating structure and practices of the business -- and effectively
transformed it -- into a healthier company. We are re-energized and will
continue to aggressively pursue our goals of satisfying our customers,
becoming a low-cost producer and having the best people."

Effective upon today's emergence, six of seven members of the new Board of
Directors of Hayes Lemmerz are in place, including CEO Curtis J. Clawson,
Laurence M. Berg, Senior Partner, Apollo Management, LLP, Dr. William H.
Cunningham, James L. Bayless Chair for Free Enterprise, The University of
Texas at Austin, Steve Martinez, Principal, Apollo Management, LLP, Henry D.G.
Wallace, retired Group Vice President, Ford Motor Company, and Richard F.
Wallman, Senior Vice President and Chief Financial Officer, Honeywell
International, Inc.

In accordance with the Plan of Reorganization, approximately $2.1 billion in
pre-petition debt and other liabilities are being discharged. Holders of
pre-petition secured claims will receive approximately $478.5 million in cash
and 53.1% of the New Common Stock. Holders of senior note claims will receive
$13 million in cash and 44.9% of the New Common Stock, and holders of general
unsecured claims will receive 2% of the New Common Stock. Hayes Lemmerz' prior
common stock and securities were cancelled as of June 3, 2003. The new shares
of Hayes Lemmerz common stock, being issued to certain Hayes Lemmerz'
creditors in accordance with the Plan of Reorganization are expected to be
publicly traded on the over-the-counter market. The Company has applied for
listing on the NASDAQ Stock Exchange.

Hayes Lemmerz International, Inc. is one of the world's leading global
suppliers of automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components. The Company has 43
plants, 3 joint venture facilities and 11,000 employees worldwide.

This press release includes forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, which represent the Company's expectations
and beliefs concerning future events that involve risks and uncertainties
which could cause actual results to differ materially from those currently
anticipated. All statements other than statements of historical facts included
in this release are forward looking statements. Factors that could cause
actual results to differ materially from those expressed or implied in such
forward looking statements include the factors set forth in our periodic
reports filed with the SEC. Consequently, all of the forward looking
statements made in this press release are qualified by these and other
factors, risks, and uncertainties.