-----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, ES8XQ/VjP3mIOo6L93OgcIMlAbefZn1/nOH5CZ2vpt1Y3idR1eq/0AqI03/iuFof 14zOUvqeaOMBfCukcn8tbA== 0000921530-03-000409.txt : 20030616 0000921530-03-000409.hdr.sgml : 20030616 20030616170102 ACCESSION NUMBER: 0000921530-03-000409 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030616 GROUP MEMBERS: GABRIEL NECHAMKIN GROUP MEMBERS: LIEF D. ROSENBLATT GROUP MEMBERS: MARK SONNINO GROUP MEMBERS: SATELLITE ASSET MANAGEMENT, L.P. GROUP MEMBERS: SATELLITE FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAYES LEMMERZ INTERNATIONAL INC CENTRAL INDEX KEY: 0001237941 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 320072578 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79073 FILM NUMBER: 03746019 BUSINESS ADDRESS: STREET 1: 15300 CENTENNIAL DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48167 BUSINESS PHONE: 7347375084 MAIL ADDRESS: STREET 1: 15300 CENTENNIAL DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48167 FORMER COMPANY: FORMER CONFORMED NAME: HLI HOLDING CO INC DATE OF NAME CHANGE: 20030602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SATELLITE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001101195 IRS NUMBER: 134065352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 EAST 30TH STREET 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122092000 MAIL ADDRESS: STREET 1: 10 EAST 30TH STREET 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 satellitehayes_13g-060303.txt HAYES LEMMERZ JUNE 3, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HAYES LEMMERZ INTERNATIONAL, INC. --------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 420781304 --------- (CUSIP Number) June 3, 2003 ------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 16 Pages Exhibit Index: Page 12 SCHEDULE 13G CUSIP No. 420781304 Page 2 of 16 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SATELLITE ASSET MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,574,083 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,574,083 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,574,083 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.25% 12 Type of Reporting Person (See Instructions) PN, IA SCHEDULE 13G CUSIP No. 420781304 Page 3 of 16 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SATELLITE FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,574,083 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,574,083 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,574,083 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.25% 12 Type of Reporting Person (See Instructions) OO, IA SCHEDULE 13G CUSIP No. 420781304 Page 4 of 16 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARK SONNINO (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,574,083 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,574,083 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,574,083 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.25% 12 Type of Reporting Person (See Instructions) IA SCHEDULE 13G CUSIP No. 420781304 Page 5 of 16 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) LIEF D. ROSENBLAT (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,574,083 Each Reporting 7 Sole Dispositive Power Person 1,574,083 With 8 Shared Dispositive Power 1,574,083 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,574,083 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.25% 12 Type of Reporting Person (See Instructions) IA SCHEDULE 13G CUSIP No. 420781304 Page 6 of 16 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GABRIEL NECHAMKIN (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,574,083 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,574,083 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,574,083 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.25% 12 Type of Reporting Person (See Instructions) IA Page 7 of 16 Pages Item 1(a) Name of Issuer: Hayes Lemmerz International, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 15300 Centennial Drive, Northville, Michigan 48167. Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Satellite Asset Management, L.P. ("Satellite L.P."); ii) Satellite Fund Management LLC (Satellite LLC"); iii) Mr. Mark Sonnino (Mr. Sonnino"); iv) Mr. Lief D. Rosenblatt ("Mr. Rosenblatt"); and iii) Mr. Gabriel Nechamkin ("Mr. Nechamkin"). This statement relates to Shares (as defined herein) held for the account of Satellite L.P. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 623 Fifth Avenue, 20th Floor, New York, New York 10022. Item 2(c) Citizenship: 1) Satellite L.P. is a Delaware limited partnership; 2) Satellite LLC is a Delaware limited liability company; 3) Mr. Sonnino is a citizen of the United States; 4) Mr. Rosenblatt is a citizen of the United States; and 3) Mr. Nechamkin is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share (the "Shares"). Item 2(e) CUSIP Number: 420781304 Page 8 of 16 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of June 13, 2003, each of the Reporting Persons may be deemed the beneficial owner of 1,574,083 Shares held for the account of Satellite L.P. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes approximately 5.25% of the total number of Shares outstanding (according to information provided to the Reporting Persons from the Issuer, as of June 16, 2003, 30,000,000 Shares were outstanding). Item 4(c) Number of shares as to which such person has: Satellite L.P. -------------- (i) Sole power to vote or direct the vote: 1,574,083 (ii) Shared power to vote or to direct the vote 0 (iii)Sole power to dispose or to direct the disposition of 1,574,083 (iv) Shared power to dispose or to direct the disposition of 0 Satellite LLC ------------- (i) Sole power to vote or direct the vote: 1,574,083 (ii) Shared power to vote or to direct the vote 0 (iii)Sole power to dispose or to direct the disposition of 1,574,083 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Sonnino ----------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 1,574,083 (iii)Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,574,083 Page 9 of 16 Pages Mr. Rosenblatt -------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 1,574,083 (iii)Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,574,083 Mr. Nechamkin ------------- (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 1,574,083 (iii)Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 1,574,083 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of Satellite L.P., including Satellite LLC, its general partner, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Satellite L.P. in accordance with their partnership interests in Satellite L.P. The members of Satellite LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Satellite LLC in accordance with their membership interests in Satellite LLC. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Page 10 of 16 Pages Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 11 of 16 Pages SIGNATURES 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. Date: June 16, 2003 SATELLITE ASSET MANAGEMENT, L.P. By: Satellite Fund Management LLC Its General Partner By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Chief Operating Officer and Principal Date: June 16, 2003 SATELLITE FUND MANAGEMENT LLC By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Chief Operating Officer and Principal Date: June 16, 2003 MARK SONNINO By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Date: June 16, 2003 LIEF D. ROSENBLATT By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Date: June 16, 2003 GABRIEL NECHAMKIN By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Page 12 of 16 Pages EXHIBIT INDEX Exhibit Page No. - -------- -------- A. Joint Filing Agreement, dated as of June 16, 2003, by and among Satellite Asset Management, L.P., Satellite Fund Management LLC, Mark Sonnino, Lief D. Rosenblatt and Gabriel Nechamkin................ 13 B. Power of Attorney, dated as of June 16, 2003, granted by Mr. Mark Sonnino in favor of Mr. Brian S. Kriftcher....................................... 14 C. Power of Attorney, dated as of June 16, 2003, granted by Mr. Lief D. Rosenblatt in favor of Mr. Brian S. Kriftcher................................. 15 D. Power of Attorney, dated as of June 16, 2003, granted by Mr. Gabriel Nechamkin in favor of Mr. Brian S. Kriftcher................................. 16 Page 13 of 16 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Hayes Lemmerz International, Inc., dated as of June 16, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: June 16, 2003 SATELLITE ASSET MANAGEMENT, L.P. By: Satellite Fund Management LLC Its General Partner By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Chief Operating Officer and Principal Date: June 16, 2003 SATELLITE FUND MANAGEMENT LLC By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Chief Operating Officer and Principal Date: June 16, 2003 MARK SONNINO By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Date: June 16, 2003 LIEF D. ROSENBLATT By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Date: June 16, 2003 GABRIEL NECHAMKIN By: /s/ Brian S. Kriftcher ----------------------------------- Name: Brian S. Kriftcher Title: Attorney-in-Fact Page 14 of 16 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, MARK SONNINO, hereby make, constitute and appoint BRIAN S. KRIFTCHER as my agent and attorney-in-fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June, 2003. /s/ Mark Sonnino ---------------------------------- MARK SONNINO Page 15 of 16 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, LIEF D. ROSENBLATT, hereby make, constitute and appoint BRIAN S. KRIFTCHER as my agent and attorney-in-fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June, 2003. /s/ Lief D. Rosenblatt ---------------------------------- LIEF D. ROSENBLATT Page 16 of 16 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GABRIEL NECHAMKIN, hereby make, constitute and appoint BRIAN S. KRIFTCHER as my agent and attorney-in-fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June, 2003. /s/ Gabriel Nechamkin ---------------------------------- GABRIEL NECHAMKIN -----END PRIVACY-ENHANCED MESSAGE-----