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EXHIBIT 99.3
HAYES WHEELS INTERNATIONAL, INC.
OFFER FOR ALL OUTSTANDING
9 1/8% SENIOR SUBORDINATED NOTES DUE 2007 IN EXCHANGE FOR
9 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
OF
HAYES WHEELS INTERNATIONAL, INC.
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Hayes Wheels International, Inc., a Delaware corporation (the "Company"),
is offering, upon and subject to the terms and conditions set forth in a
prospectus dated September 12, 1997 (the "Prospectus"), and the enclosed letter
of transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer")
an aggregate principal amount of up to (i) $250,000,000 of the Company's
outstanding 9 1/8% Series B Senior Subordinated Notes due 2007 (the "New June
Notes") for a like principal amount of the issued and outstanding 9 1/8% Senior
Subordinated Notes due 2007 that were issued by the Company in an offering under
Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"),
which closed June 30, 1997 (the "Old June Notes"), and (ii) $150,000,000 of the
Company's outstanding 9 1/8% Series B Senior Subordinated Notes due 2007 (the
"New July Notes" and, collectively with the New June Notes, the "New Notes") for
a like principal amount of the issued and outstanding 9 1/8% Senior Subordinated
Notes due 2007 that were issued by the Company in an offering under Rule 144A of
the Securities Act which closed July 22, 1997 (the "Old July Notes" and,
collectively with the Old June Notes, the "Old Notes"). The Exchange Offer is
being made in order to satisfy certain obligations of the Company and the
Subsidiary guarantors contained in the Registration Rights Agreements (as
defined in the Prospectus).
We are requesting that you contact your clients for whom you hold the Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold the Old Notes registered in your name or in the
name of your nominee, or who hold the Old Notes registered in their own names,
we are enclosing the following documents:
1. Prospectus dated September 12, 1997;
2. The Letter of Transmittal for your use and for the information (or
the use, where relevant) of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Notes are not immediately available
or time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date (as defined below) or
if the procedure for book-entry transfer cannot be completed on a
timely basis;
4. A form of letter which may be sent to your clients for whose
account you hold Old Notes registered in your name or the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to The Bank of New York, the Exchange
Agent for Old Notes.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON OCTOBER 17, 1997, UNLESS EXTENDED BY THE COMPANY
(THE "EXPIRATION DATE"). THE OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER
MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or an Agent's Message (as
defined in the Prospectus) in lieu thereof), with any required
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signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.
If holders of the Old Notes wish to tender, but it is impracticable for
them to forward their certificates for the Old Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of the Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all transfer taxes applicable
to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth
in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent for the Old Notes, at its address and telephone
number set forth on the front of the Letter of Transmittal.
Very truly yours,
HAYES WHEELS INTERNATIONAL, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM
WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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