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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-11592
HAYES LEMMERZ INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
13-3384636
(I.R.S. EMPLOYER IDENTIFICATION NO.)
38481 HURON RIVER DRIVE, ROMULUS, MICHIGAN
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
48174
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (734) 941-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
9 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF APRIL 23, 1998 WAS APPROXIMATELY $298 MILLION.
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 24, 1998 WAS
30,090,845 SHARES.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
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The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended January 31, 1998, as follows:
Item 14 of the report is amended by adding the following exhibits to
Section (a) 3 of Item 14:
1. Exhibit 28: Annual Report on Form 11-K with respect to the
Registrant's Retirement Savings Plan for the year ended December 31,
1997.
As so amended, Item 14 reads as follows in its entirety:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) 1. Financial Statements
The following financial statements of the Registrant are filed herewith as
part of this report:
(1) Independent Auditors' Report
(2) Consolidated Statements of Operations for the years ended January 31,
1998, 1997 and 1996
(3) Consolidated Balance Sheets at January 31, 1998 and 1997
(4) Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the years ended January 31, 1998, 1997 and 1996
(5) Consolidated Statements of Cash Flows for the years ended January 31,
1998, 1997 and 1996
(6) Notes to Consolidated Financial Statements
2. Financial Statement Schedules for fiscal 1997, 1996 and 1995
Schedule II Valuation and Qualifying Accounts. All other schedules are
omitted because the information required to be contained therein is disclosed
elsewhere in the financial statements or the amounts involved are not sufficient
to require submission or the schedule is otherwise not required to be submitted.
3. Exhibits
(E) 2.1 Agreement and Plan of Merger, dated as of March 28, 1996,
between the Company and MWC Holdings, Inc. ("Holdings").
(H) 2.2 Purchase Agreement, dated as of June 6, 1997, among the
Company, Cromodora Wheels S.p.A., Lemmerz Holding GmbH and
the shareholders of Lemmerz Holding GmbH.
(F) 3.1 Restated Certificate of Incorporation of the Company and
Certificate of Correction thereof.
(F) 3.2 Amended and Restated By-Laws of the Company.
(F) 3.3 Certificate of Merger of Holdings into the Company, filed
with the Secretary of State of Delaware on July 2, 1996.
(K) 3.4 Certificate of Amendment to Restated Certificate of
Incorporation of the Company.
(A) 4.1 Reference is made to Exhibits 3.1 and 3.2.
(B) 4.2 Indenture, dated as of November 15, 1992, between the
Company and Manufacturers and Traders Trust Company, as
Trustee ($100,000,000 principal amount of 9 1/4% Senior
Notes due 2002), including all exhibits thereto.
(B) 4.3 Form of Senior Note issued pursuant to the Indenture filed
as Exhibit 4.2 hereto.
(F) 4.4 First Supplemental Indenture, dated as of June 20, 1996, to
the Indenture filed as Exhibit 4.2.
(F) 4.5 Second Supplemental Indenture, dated as of June 26, 1996, to
the Indenture filed as Exhibit 4.2.
(E) 4.6 Form of Subscription Agreement between the Company and the
New Investors.
(I) 4.7 Indenture, dated as of June 30, 1997, among the Company, as
issuer, certain subsidiaries, as guarantors, and The Bank of
New York as Trustee.
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(J) 4.8 Registration Rights Agreement, dated as June 30, 1997, among
the Company, certain subsidiaries, CIBC Wood Gundy
Securities Corp., Merrill Lynch Pierce Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc., Morgan Stanley & Co.
Inc. and Salomon Brothers Inc.
(J) 4.9 Indenture, dated as of July 22, 1997, among the Company, as
issuer, certain subsidiaries, as guarantors, and The Bank of
New York as Trustee.
(J) 4.10 Registration Rights Agreement, dated as July 22, 1997, among
the Company, certain subsidiaries, CIBC Wood Gundy
Securities Corp. and Merrill Lynch Pierce Fenner & Smith
Incorporated.
(A) 10.1 Management Services Agreement between the Company and K-H
Corporation ("K-H").
(A) 10.2 Tax Sharing Agreement among the Company, Kelsey-Hayes
Company and K-H.
(B) 10.3 Conveyance and Transfer Agreement, dated as of December 15,
1992, between the Company and Kelsey-Hayes Company.
(A) 10.4 Lease Agreement between the Company and K-H Corporation.
(A) 10.5 Michigan Workers' Compensation Claims Payment Guarantee
between the Company and Kelsey-Hayes Company.
(A) 10.6* 1992 Incentive Stock Option Plan.
(A) 10.7* Long-Term Savings Plan.
(A) 10.8 Non-competition Agreement between the Company and Varity
Corporation.
(A) 10.9* Employment Agreement, dated February 1, 1993, between Hayes
Wheels, S.p.A. and Giancarlo Dallera.
(B) 10.10 Joint Venture Agreement (the "Joint Venture Agreement"),
dated as of February 16, 1993, by and between the Company
and Nova Hut a.s. ("NH").
(C) 10.11 Amendment No. 1, dated August 17, 1993, to the Joint Venture
Agreement.
(C) 10.12 Amendment No. 2, dated October 26, 1993, to the Joint
Venture Agreement.
(C) 10.13 Project Funds Agreement, dated November 12, 1993, between
Hayes Wheels Autokola NH, a.s. ("Autokola"), the Company and
International Finance Corporation ("IFC").
(C) 10.14 Fee Clawback Agreement, dated November 12, 1993, between
Autokola, the Company and IFC.
(C) 10.15 Subordination Agreement, dated November 12, 1993, between
Autokola, NH, the Company and IFC.
(C) 10.16 Investment Agreement, dated November 12, 1993, between
Autokola and IFC.
(A) 10.17* Employee Benefits Agreement.
(D) 10.18* Severance Agreements, each dated November 6, 1995, between
the Company and its officers and certain employees.
(E) 10.21 Registration Rights Agreement, dated as of March 28, 1996,
among the Company, Varity Corporation and K-H Corporation.
(F) 10.22 Form of Indemnification Agreement between the Company and
each of its directors (filed as Exhibit B to the
Stockholders' Agreement filed as Exhibit 2.2).
(G) 10.23* First Amendment to Employment Agreement, dated June 6, 1996,
between Hayes Wheels, S.p.A. and Giancarlo Dallera.
(H) 10.24 Consulting Agreement, dated as of June 6, 1997, between the
Company and H.K.L., L.L.C.
(H) 10.25 Consulting Agreement, dated as of June 6, 1997, between the
Company and Horst Kukwa-Lemmerz.
(I) 10.26 Amended and Restated Stockholders' Agreement, dated as of
June 30, 1997, among the Company, Joseph Littlejohn & Levy
Fund II, L.P., Chase Equity Associates, CIBC WG Argosy
Merchant Fund 2, L.L.C., Nomura Holding America, Inc. and
TSG Capital Fund II, L.P. and the shareholders of Lemmerz
Holding GmbH.
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(I) 10.27 Amended and Restated Credit Agreement, dated as of June 30, 1997, among the Company, the several
banks and financial institutions from time to time parties thereto. Canadian Imperial Bank of
Commerce, Merrill Lynch Capital Corporation and Dresdner Bank A.G.
(L) 10.28* Managing Director's Service Agreement, dated September 25, 1997, between Hayes Lemmerz Holding GmbH
and Klaus Junger.
(L) 12 Computation of Ratios.
(L) 22.1 Subsidiaries of the Company.
(L) 23 Consent of KPMG Peat Marwick LLP.
(G) 24 Powers of Attorney.
(L) 27 Financial Data Schedule.
(M) 28 Annual Report on Form 11-K with respect to the Company's Retirement Savings Plan for the year ended
December 31, 1997.
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LEGEND FOR EXHIBITS
(A) Incorporated by reference from the Company's Registration Statement No.
33-53780 on Form S-1, filed with the SEC on October 27, 1992, as amended.
(B) Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal Year Ended January 31, 1993, filed with the SEC.
(C) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1993, filed with the SEC.
(D) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1995, filed with the SEC.
(E) Incorporated by reference from the Company's Current Report on Form 8-K,
dated March 28, 1996, filed with the SEC.
(F) Incorporated by reference from the Company's Current Report on Form 8-K,
dated July 2, 1996, filed with the SEC.
(G) Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal Year Ended January 31, 1997, filed with the SEC.
(H) Incorporated by reference from the Company's Current Report on Form 8-K,
dated June 6, 1997, filed with the SEC.
(I) Incorporated by reference from the Company's Current Report on Form 8-K,
dated June 30, 1997, filed with the SEC.
(J) Incorporated by reference from the Company's Registration Statement No.
333-34319 on Form S-4, filed with the SEC on August 24, 1997, as amended.
(K) Incorporated by reference from the Company's Registration Statement on Form
8-A, filed with the SEC on November 14, 1997.
(L) Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal Year Ended January 31, 1998, filed with the SEC.
(M) Filed herewith.
* Denotes a compensatory plan, contract or arrangement.
The Company will furnish to any stockholder a copy of the above exhibits
upon the written request of such stockholder and the payment to the Company of
the reasonable expenses incurred by the Company in furnishing such copy.
(b) Reports on Form 8-K
The Company filed no Current Reports on Form 8-K with the SEC during the
quarter ended January 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 14th day of July 1998.
HAYES LEMMERZ INTERNATIONAL, INC.
By: /s/ WILLIAM D. SHOVERS
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William D. Shovers
Vice President--Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ RANKO CUCUZ* Chairman of the Board of Directors; July 14, 1998
- ------------------------------------------ Chief Executive Officer;
Ranko Cucuz Director
/s/ WILLIAM D. SHOVERS Chief Financial Officer July 14, 1998
- ------------------------------------------
William D. Shovers
/s/ D. N. VERMILYA Principal Accounting Officer July 14, 1998
- ------------------------------------------
D. N. Vermilya
/s/ CLEVELAND A. CHRISTOPHE* Director July 14, 1998
- ------------------------------------------
Cleveland A. Christophe
/s/ TIMOTHY J. CLARK* Director July 14, 1998
- ------------------------------------------
Timothy J. Clark
/s/ ANDREW R. HEYER* Director July 14, 1998
- ------------------------------------------
Andrew R. Heyer
/s/ HORST KUKWA-LEMMERZ* Director July 14, 1998
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Horst Kukwa-Lemmerz
/s/ PAUL S. LEVY* Director July 14, 1998
- ------------------------------------------
Paul S. Levy
/s/ JEFFREY LIGHTCAP* Director July 14, 1998
- ------------------------------------------
Jeffrey Lightcap
/s/ WEINARD MEILICKE* Director July 14, 1998
- ------------------------------------------
Weinard Meilicke
/s/ JOHN S. RODEWIG* Director July 14, 1998
- ------------------------------------------
John S. Rodewig
/s/ DAVID YING* Director July 14, 1998
- ------------------------------------------
David Ying
*By /s/ PATRICK B. CAREY
- ------------------------------------
Patrick B. Carey
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER TITLE PAGE
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28 Annual Report on Form 11-K with respect to the Registrant's
Retirement Savings Plan for the year ended December 31, 1997