-----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, IL2ZCKeBTIPH+zNFa6076lAUa5ohnb/v1v86CTiH3XuY4mHeui19fauqnNAcIkmF /JrF2rKfOlzkObflovzxFw== 0000950172-00-000812.txt : 20000427 0000950172-00-000812.hdr.sgml : 20000427 ACCESSION NUMBER: 0000950172-00-000812 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAYES LEMMERZ 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: 609406 BUSINESS ADDRESS: STREET 1: 15300 CENTENNIAL DR CITY: NORTHVILLE STATE: MI ZIP: 48167 BUSINESS PHONE: 7347375000 MAIL ADDRESS: STREET 1: 15300 CENTENNIAL DR CITY: NORTHVILLE STATE: MI ZIP: 48167 FORMER COMPANY: FORMER CONFORMED NAME: HAYES WHEELS INTERNATIONAL INC DATE OF NAME CHANGE: 19951214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAYES LEMMERZ 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 BUSINESS ADDRESS: STREET 1: 15300 CENTENNIAL DR CITY: NORTHVILLE STATE: MI ZIP: 48167 BUSINESS PHONE: 7347375000 MAIL ADDRESS: STREET 1: 15300 CENTENNIAL DR CITY: NORTHVILLE STATE: MI ZIP: 48167 FORMER COMPANY: FORMER CONFORMED NAME: HAYES WHEELS INTERNATIONAL INC DATE OF NAME CHANGE: 19951214 SC 13D/A 1 SCHEDULE 13D - FINAL AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (FINAL AMENDMENT NO. 1) HAYES LEMMERZ INTERNATIONAL, INC. (NAME OF ISSUER) COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 421124-10-8 (CUSIP NUMBER) Ranko B. Cucuz Hayes Lemmerz International, Inc. 15300 Centennial Drive Northville, MI 48167 Copy to: Patrick Carey, Esq. Hayes Lemmerz International, Inc. 15300 Centennial Drive Northville, MI 48167 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) April 18, 2000 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ( ). (Continued on the following pages) (Page 1 of 5 Pages) CUSIP NO. 421124-10-8 13D PAGE 2 OF 5 PAGES (FINAL AMENDMENT NO. 1) ---------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RANKO CUCUZ ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF; BK; OO ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ---------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 473,875 * BENEFICIALLY OWNED BY 8 SHARED VOTING POWER NONE EACH REPORTING 9 SOLE DISPOSITIVE POWER 473,875 * PERSON WITH 10 SHARED DISPOSITIVE POWER NONE ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 473,875 * ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (X) ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- * Includes 423,638 shares subject to options presently exercisable or exercisable within the 60 days of the date hereof. Does not include 517,092 shares subject to options that are not exercisable within the 60 days hereof. CUSIP NO. 421124-10-8 13D PAGE 3 OF 5 PAGES (FINAL AMENDMENT NO. 1) ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D for the Reporting Person is hereby amended to add the following: On April 18, 2000, stockholders (collectively, the Majority Stockholders") owning in excess of 75% of the Company's outstanding common stock, sent a letter (the "Withdrawal Letter") to the Board of Directors of the Company withdrawing the offer which they had made on January 9, 2000 (the "Majority Stockholder Offer") to acquire all of the shares of the Company's common stock not owned by the Majority Stockholders for $21 per share in cash. The Withdrawal Letter stated that the Majority Stockholders had engaged in discussions with representatives of the Special Committee of the Board of Directors which had been appointed to consider the Majority Stockholder Offer and, based upon such discussions, the Majority Stockholders believed that it was unlikely that they would be able to reach agreement with the Special Committee as to the price per share to be paid to the Company's minority stockholders. The Withdrawal Letter is attached hereto as Exhibit A and is incorporated herein by reference in its entirety. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(e) of the Schedule 13D for the Reporting Person is hereby amended to add the following: As a result of the Withdrawal Letter described in Item 4, on April 18, 2000, Mr. Cucuz ceased to be deemed to share beneficial ownership of the shares held by the Majority Stockholders pursuant to Rule 13d-3 of the General Rules and Regulations promulgated under the Exchange Act. Mr. Cucuz's reporting obligation pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder is therefore terminated. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D for the Reporting Person is hereby amended to add the following: Exhibit No. Description ----------- ----------- Exhibit A Withdrawal letter, dated April 18, 2000, to the Board of Directors of Hayes Lemmerz International, Inc. CUSIP NO. 421124-10-8 13D PAGE 4 OF 5 PAGES (FINAL AMENDMENT NO. 1) After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: April 25, 2000 /s/Ranko Cucuz ------------------------ Ranko Cucuz CUSIP NO. 421124-10-8 13D PAGE 5 OF 5 PAGES (FINAL AMENDMENT NO. 1) EXHIBIT INDEX Exhibit No. Description ---------- ----------- Exhibit A Withdrawal letter, dated April 18, 2000, to the Board of Directors of Hayes Lemmerz International, Inc. EX-99 2 EXHIBIT A - WITHDRAWAL LETTER EXHIBIT A JOSEPH LITTLEJOHN & LEVY, INC. 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 April 18, 2000 Board of Directors Hayes Lemmerz International, Inc. 15300 Centennial Drive Northville, MI 48167 Gentlemen: Reference is made to our letter dated January 9, 2000 pursuant to which Joseph Littlejohn & Levy Fund II, L.P., on behalf of the holders of in excess of 75% of the outstanding common stock of Hayes Lemmerz International, Inc. (the "Company"), offered to acquire all of the shares of the Company's common stock not owned by such stockholders for $21 per share in cash (the "Proposal"). As you know, we have engaged in discussions with representatives of the Special Committee of the Company's Board of Directors with respect to the Proposal. Based upon such discussions, we believe that it is unlikely that we will be able to reach an agreement as to the price per share to be paid to the Company's minority stockholders. Accordingly, we hereby withdraw the Proposal. Very truly yours, JOSEPH LITTLEJOHN & LEVY FUND II, L.P. By: Joseph Littlejohn & Levy Associates II, L.P., Its General Partner By: /s/ Paul S. Levy ---------------------------------- Paul S. Levy General Partner -----END PRIVACY-ENHANCED MESSAGE-----