-----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, DQ+J59wLE2jpP8qSZqR43vDLWFYfrjSB7zSGFF4+76iJbtG5++rOdEfcgTHeswTP lxm/l4R8EgurEIZsnmhXFQ== 0000903423-97-000143.txt : 19970827 0000903423-97-000143.hdr.sgml : 19970827 ACCESSION NUMBER: 0000903423-97-000143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970826 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: 1934 Act SEC FILE NUMBER: 005-44785 FILM NUMBER: 97669895 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. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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) August 20, 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 13 Pages Exhibit Index Appears on Page 11 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 1,750,000 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,750,000 WITH ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 2 of 13 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 25,000 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 25,000 WITH ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 3 of 13 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 25,000 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 25,000 WITH ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 4 of 13 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 3,200,000 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,200,000 WITH ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,200,000 - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ x ] - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 5 of 13 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 13 Pages This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on August 4, 1997 (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 4. Purpose of Transaction. The Issuer exercised its right under the Option Agreement, previously described in the Schedule 13D, to require both of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl to sell the aggregate 1,628,800 shares of Common Stock subject to the Option Agreement. As required by such exercise, on August 20, 1997, Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl entered into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and Goldman Sachs & Co. (the "U.S. Underwriters") and an International Purchase Agreement (the "International Purchase Agreement" and, collectively with the U.S. Purchase Agreement, the "Underwriting Agreements") with Merrill Lynch International, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns International Limited and Goldman Sachs International (collectively, with the U.S. Underwriters, the "Underwriters"). Pursuant to the Underwriting Agreements and the Option Agreement each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl sold the 814,400 shares of Common Stock subject to the Option Agreement at a price of $30.00 per share as part of the Issuer's public offering of shares of Common Stock. The closing of the sale occurred on August 26, 1997. A copy of the forms of Underwriting Agreements are Exhibits 10 and 11 hereto and the description of the provisions thereof contained in this Amendment is qualified in its entirety by reference to such forms, which are incorporated herein by this reference. In connection with the Issuer's offering, each of the Lemmerz Stockholders was requested to, and on August 20, 1997 did, enter into a letter agreement with the Underwriters (a "Lock-Up Agreement") pursuant to which such Lemmerz Stockholder agreed, during the period from the date of the prospectuses relating to the offering to the date which is 120 days thereafter, not to sell, offer to sell, grant any option for the sale of or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock (other than, in the case of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl, the 1,628,800 shares of Common Stock sold pursuant to the Underwriting Agreements or, in the case of the Lemmerz Stockholders, any shares of Common Stock issued upon conversion of the shares of Preferred Stock). A copy of the form of Lock-Up Agreement is Exhibit 12 hereto and the description of the provisions thereof contained in this Amendment is qualified in its entirety by reference to such form, which is incorporated herein by this reference. 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 Page 7 of 13 Pages 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. Item 5. Interest in Securities of the Issuer. (a) and (b) To the best knowledge of the Reporting Persons, there are 24,382,194 shares of Common Stock outstanding (as described in the Issuer's Prospectus relating to the offering filed with the Commission on August 21, 1997, after giving effect to the issuance and sale of 2,000,000 shares of Common Stock in the offering by the Company and the issuance of 150,702 shares of Common Stock upon exercise of options held by another stockholder selling such shares in the offering). The Reporting Persons have learned that the Issuer plans to hold its Annual Meeting on October 22, 1997, at which it is anticipated a vote of stockholders will be taken to approve the issuance of Common Stock to the Lemmerz Stockholders upon conversion of their Preferred Stock. In light of the proxies held by Mr. Kukwa-Lemmerz to vote in favor of such issuance at such Annual Meeting, it now appears that the Preferred Stock is convertible into Common Stock within 60 days from the date of this Amendment. Accordingly, the Reporting Persons may be deemed currently to 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 Exchange Act. As a result, the Reporting Persons 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, 6.0%; Mrs. Kukwa-Lemmerz, 0.1%; Mrs. Kruger-Pressl, 0.1%; Mrs. Lemmerz, 10.9%; 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, all of which are expressly disclaimed, then the Reporting Persons or Mr. Kukwa-Lemmerz would be deemed to own approximately 17.0% 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. (c) As described above, on August 20, 1997, each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl sold 814,400 shares of Common Stock at a price of $30.00 per share in connection with the Issuer's public offering of Common Stock, which sale was consummated on August 26, 1997. (d) and (e) Not applicable. Page 8 of 13 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described above, Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl are parties to the Underwriting Agreements and the Lemmerz Stockholders are each party to a Lock-Up Agreement. Item 7. Material to be Filed as Exhibits. Exhibit 10 - Form of 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.] Exhibit 11 - Form of 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.] Exhibit 12 - Form of Lock-Up Agreement. Page 9 of 13 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 26, 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 10 of 13 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. 12 - ------------- * Previously filed. Page 11 of 13 Pages EX-99.12 2 Exhibit 12 August __, 1997 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO. MERRILL LYNCH INTERNATIONAL BEAR, STEARNS INTERNATIONAL LIMITED GOLDMAN SACHS INTERNATIONAL c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Re: Proposed Public Offering by Hayes Wheels International, Inc. Dear Sirs: The undersigned, a stockholder of Hayes Wheels International, Inc., a Delaware corporation (the "Company"), understands that Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. propose to enter into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the Company and the Selling Shareholders named therein providing for the public offering of shares of the Company's common stock, par value $.01 per share (the "Common Stock"). Simultaneously, Merrill Lynch International, Bear, Stearns International Limited and Goldman Sachs International propose to enter into an International Purchase Agreement (the "International Purchase Agreement" and, together with the U.S. Purchase Agreement, the "Purchase Agreements") with the Company and the Selling Shareholders named therein providing for the public offering of shares of Common Stock. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Purchase Agreements. In recognition of the benefit that such offerings will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period from the date of the Prospectuses to the date which is 120 days thereafter, the undersigned will not, without the prior written consent of the Global Coordinator, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any shares of the Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition. The foregoing sentence shall not apply (A) to (1) the Securities to be sold under the Purchase Agreements or (2) any shares of Common Stock sold or Page 12 of 13 Pages purchased upon exercise of the Option (as defined in the Option Agreement, dated as of July 30, 1997, among the Company, Renate Kukwa-Lemmerz and Inge Kruger-Pressl) or (B) to any shares of Common Stock issued upon conversion of the shares of the Company's Class A Preferred Stock outstanding on the date hereof. Very truly yours, Signature:______________________ Print Name:_____________________ Page 13 of 13 Pages -----END PRIVACY-ENHANCED MESSAGE-----