-----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, MY6r8U/o1/d0ylmHGR7rAEm75xC7H2a1j8eyjY2Tqd6fYd01Kxdqg7FsQSvWahXT ZDFFAGer3krqdehQEGBclg== 0000950172-97-000422.txt : 19970507 0000950172-97-000422.hdr.sgml : 19970507 ACCESSION NUMBER: 0000950172-97-000422 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970506 SROS: NASD GROUP MEMBERS: HAYES WHEELS INTERNATIONAL INC GROUP MEMBERS: JLL ASSOCIATES II, L.P. GROUP MEMBERS: JOSEPH LITTLEJOHN & LEVY FUND II L.P. GROUP MEMBERS: PAUL S. LEVY GROUP MEMBERS: PETER A. JOSEPH 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: 97596208 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: 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 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 SC 13D/A 1 SCHEDULE 13D - 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) Paul S. Levy Joseph Littlejohn & Levy 450 Lexington Avenue, Suite 3350 New York, New York 10017 (212) 286-8600 _____________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Robert B. Pincus, Esq. Skadden, Arps, Slate, Meagher & Flom One Rodney Square Wilmington, Delaware 19801 (302) 651-3000 April 8, 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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D (AMENDMENT NO. 1) CUSIP No. 421124-10-8 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joseph Littlejohn & Levy Fund II L.P. _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS 00 (See response to Item 3) _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware __________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY ---------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH REPORTING 9,634,176 PERSON ---------------------------------------- WITH (9) SOLE DISPOSITIVE POWER None ---------------------------------------- (10) SHARED DISPOSITIVE POWER 9,634,176 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,634,176 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.3% _________________________________________________________________ (14) TYPE OF REPORTING PERSON PN _________________________________________________________________ SCHEDULE 13D (AMENDMENT NO. 1) CUSIP No. 421124-10-8 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS JLL Associates II, L.P. _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS 00 (See response to Item 3) _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY _______________________________________ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 9,634,176 PERSON _______________________________________ WITH (9) SOLE DISPOSITIVE POWER None _______________________________________ (10) SHARED DISPOSITIVE POWER 9,634,176 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,634,176 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.3% _________________________________________________________________ (14) TYPE OF REPORTING PERSON PN SCHEDULE 13D (AMENDMENT NO. 1) CUSIP No. 421124-10-8 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Peter A. Joseph _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS 00 (See response to Item 3) _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY _______________________________________ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 9,634,176 PERSON _______________________________________ WITH (9) SOLE DISPOSITIVE POWER None _______________________________________ (10) SHARED DISPOSITIVE POWER 9,634,176 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,634,176 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.3% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ SCHEDULE 13D (AMENDMENT NO. 1) CUSIP No. 421124-10-8 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Paul S. Levy _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS 00 (See response to Item 3) _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY ---------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH REPORTING 9,634,176 PERSON ---------------------------------------- WITH (9) SOLE DISPOSITIVE POWER None ---------------------------------------- (10) SHARED DISPOSITIVE POWER 9,634,176 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,634,176 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.3% _________________________________________________________________ (14) TYPE OF REPORTING PERSON IN _________________________________________________________________ Item 2. Identity and Background. Item 2 is hereby amended to add the following: On September 12, 1996, Angus C. Littlejohn resigned as a general partner of JLL Associates and is no longer a Reporting Person. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: The Stockholders Agreement was amended as of April 8, 1997 (the "Amendment"). The Amendment provides that, in addition to voting their shares of Company Common Stock in favor of the election of persons to the Company's Board of Directors designated by the Fund and TSG, the Fund and certain stockholders of the Company also agree to vote their shares of Company Common Stock in favor of the election of one member designated by CIBC WG Argosy Merchant Fund II, L.P. ("Argosy"). As a result, two, rather than three members of the Company's Board of Directors, will be selected by the Company's Board of Directors. Argosy's right to designate a director, like the respective rights of the Fund and TSG, terminates when Argosy ceases to own at least 50% of its initial investment. The foregoing summary of the provisions of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit B. The number of shares of Company Common Stock owned by the Fund has increased to 9,634,176 as the result of a stock split effected on December 20, 1996, by means of a 100% stock dividend on the outstanding shares of Company Common Stock. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to add the following: The number of shares of Company Common Stock owned by the Fund has increased to 9,634,176 as the result of a stock split effected on December 20, 1996, by means of a 100% stock dividend on the outstanding shares of Company Common Stock. On September 12, 1996, Angus C. Littlejohn resigned as a general partner of JLL Associates and is no longer a Reporting Person. Item 7 Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement, dated as of July 2, 1996, among the Fund, JLL Associates, and Messrs. Joseph and Levy. Exhibit B Amendment No. 1 to Stockholders' Agreement, dated as of April 8, 1997, among the Company, the Fund, Chase Equity Associates, CIBC WG Argosy Merchant Fund 2, L.L.C., Nomura Holding America, Inc. and TSG. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 6, 1997 JOSEPH LITTLEJOHN & LEVY FUND II L.P. By: JLL Associates II, L.P., its General Partner By:/s/ Paul S. Levy --------------------------- Paul S. Levy General Partner SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 6, 1997 JLL ASSOCIATES II, L.P. By:/s/ Paul S. Levy Paul S. Levy General Partner SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 6, 1997 /s/ Peter A. Joseph Peter A. Joseph SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 6, 1997 /s/ Paul S. Levy Paul S. Levy EXHIBIT INDEX Exhibit A Joint Filing Agreement, dated as of May 6, 1997, among the Fund, JLL Associates, and Messrs. Joseph and Levy Exhibit B Amendment No. 1 to Stockholders' Agreement, dated as of April 8, 1997, among the Company, the Fund, Chase Equity Associates, CIBC WG Argosy Merchant Fund 2, L.L.C., Nomura Holding America, Inc. and TSG Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto) (the "Statement") with respect to the common stock, par value $.01 per share, of Hayes Wheels International, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such Statement. In evidence whereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 6 day of May, 1997. JOSEPH LITTLEJOHN & LEVY FUND II L.P. By: JLL Associates II, L.P., its General Partner By:/s/ Paul S. Levy Paul S. Levy General Partner JLL ASSOCIATES II, L.P. By:/s/ Paul S. Levy Paul S. Levy General Partner /s/ Peter A. Joseph Peter A. Joseph /s/ Paul S. Levy Paul S. Levy EX-99 2 EXHIBIT B EXHIBIT B AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT This AMENDMENT NO. 1 to Stockholders' Agreement, is dated as of April 8, 1997 and is by and among Hayes Wheels International, Inc., a Delaware corporation (the "Company"), Joseph Littlejohn & Levy Fund II, L.P., a Delaware limited partnership ("JLL"), Chase Equity Associates, a California limited partnership ("Chase"), CIBC WG Argosy Merchant Fund 2, L.L.C., a Delaware limited liability company ("Argosy"), Nomura Holding America, Inc., a Delaware corporation ("Nomura"), and TSG Capital Fund II, L.P., a Delaware limited partnership ("TSG") (JLL, Chase, Argosy, Nomura and TSG, each being referred to herein as a "Stockholder" and collectively being referred to herein as the "Stockholders"). Capitalized terms used but not otherwise defined shall have the respective meanings set forth in the Stockholders' Agreement (as defined below). W I T N E S S E T H WHEREAS, the Stockholders are parties to that certain Stockholders' Agreement, dated as of July 2, 1996 (the "Stockholders' Agreement"), relating to shares of common stock, par value $.01 per share, of the Company. WHEREAS, under the terms of the Stockholders' Agreement, Argosy is entitled to appoint a non-voting representative to attend meetings of the Company's Board of Directors. WHEREAS, the Stockholders are desirous of amending the Stockholders' Agreement to permit Argosy to designate a representative as a voting member of the Company's Board of Directors. NOW THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 3.01(a) of the Stockholders' Agreement is hereby amended in its entirety to read as follows: (a) Members. During the term of this Agreement, each of JLL, TSG, Nomura and Argosy will use their best efforts to cause the Board of Directors of the Company (the "Board") to consist of nine (9) members, of which: (i) four members shall be designees of JLL; (ii) one member shall be a designee of TSG; (iii) one member shall be a designee of Argosy; (iv) one member shall be the Chief Executive Officer of the Company; and (v) the other two members shall be determined by the Board; provided, however, such members determined by the Board shall not be affiliated with the Company or any of the Stockholders. During the term of this Agreement, the Company shall use its best efforts and shall exercise all authority under applicable law to cause to be elected or appointed, as the case may be, as directors of the Company a slate of directors consisting of individuals meeting the requirements of the previous sentence. 2. The last sentence of Section 4.01(b) is hereby amended in its entirety to read as follows: Notwithstanding anything stated herein to the contrary, the Transfer of Shares by any of JLL, TSG or Argosy shall not result in the assignment of such transferring Stock- holder's rights under Section 3.01(a) hereof. 3. Except as specifically amended hereby, the Stockholders' Agreement shall continue and remain in full force and effect in accordance with its terms. From and after the date hereof, all references in the Stockholders' Agreement to the "Agreement," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Stockholders' Agreement as amended by this Amendment No. 1. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned hereby agrees to be bound by the terms and provisions of this Amendment No. 1 to the Stockholders' Agreement as of the date first above written. HAYES WHEELS INTERNATIONAL, INC. By: /s/ Daniel M. Sandberg ------------------------------- Name: Daniel M. Sandberg Title: Vice President JOSEPH LITTLEJOHN & LEVY FUND II, L.P. By: JLL ASSOCIATES II, L.P., its General Partner By: /s/ Paul S. Levy ------------------------------- Name: Paul S. Levy Title: General Partner CHASE EQUITY ASSOCIATES, a California Limited Partnership By: CHASE CAPITAL PARTNERS, its General Partner By: /s/ Donald J. Hoffman ------------------------------- Name: Donald J. Hoffman Title: General Partner CIBC WG ARGOSY MERCHANT FUND 2, L.L.C. By: /s/ Jay Bloom ------------------------------- Name: Jay Bloom Title: Member NOMURA HOLDING AMERICA, INC. By: /s/ Dennis Dolan ------------------------------- Name: Dennis Dolan Title: Managing Director TSG CAPITAL FUND II, L.P. By: TSG ASSOCIATES II, L.P., its General Partner By: TSG ASSOCIATES II, INC., its General Partner By: /s/ Cleveland A. Christophe ------------------------------- Name: Cleveland A. Christophe Title: President -----END PRIVACY-ENHANCED MESSAGE-----