SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 3, 2003
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Date of Report (Date of earliest event reported)
Hayes Lemmerz International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11592 13-3384636
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
15300 Centennial Drive, Northville, Michigan 48167
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(Address of principal executive offices) (Zip Code)
(734) 737-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On June 3, 2003 (the "Effective Date"), Hayes Lemmerz International,
Inc., a Delaware corporation (the "Company" or "Old Hayes") emerged from
Chapter 11 proceedings pursuant to the Modified First Amended Joint Plan of
Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors
and Debtors in Possession, filed with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") on April 9, 2003 (the
"Plan"), which was confirmed by the Bankruptcy Court on May 12, 2003. The Plan
is incorporated by reference as Exhibit 2.1 hereto, and the order confirming
the Plan is incorporated by reference as Exhibit 2.2 hereto.
Pursuant to the Plan, Old Hayes caused the formation of (i) a new
holding company, HLI Holding Company, Inc., a Delaware corporation ("HoldCo"),
(ii) HLI Parent Company, Inc., a Delaware corporation and a wholly owned
subsidiary of HoldCo ("ParentCo"), and (iii) HLI Operating Company, Inc, a
Delaware corporation and a wholly owned subsidiary of ParentCo ("HLI"). On the
Effective Date, (i) HoldCo was renamed Hayes Lemmerz International, Inc. ("New
Hayes"), (ii) New Hayes contributed 30,0000,000 shares of its common stock,
par value $.01 per share (the "New Common Stock"), to ParentCo, which in turn
contributed such shares to HLI and (iii) pursuant to an Agreement and Plan of
Merger, dated as of June 3, 2003 (the "Merger Agreement"), between Old Hayes
and HLI, a copy of which is filed as Exhibit 2.3 hereto and incorporated
herein by reference, Old Hayes was merged with and into HLI (the "Merger"),
with HLI continuing as the surviving corporation. As a result of the Merger,
HLI acquired substantially all of the assets of Old Hayes.
Pursuant to the Plan and as a result of the Merger, all of the issued
and outstanding shares of common stock, par value $.01 per share, of Old Hayes
(the "Old Common Stock"), and any other outstanding equity securities of Old
Hayes, were cancelled. Promptly following the Merger, the New Common Stock was
distributed by HLI to certain holders of allowed claims under the terms of the
Plan. Prior to the Merger, the Old Common Stock was registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In reliance on Rule 12g-3(a) of the Exchange Act, by virtue
of the status of New Hayes as a successor issuer to Old Hayes, the New Common
Stock is deemed registered under Section 12(g) of the Exchange Act. Old Hayes
is filing a Form 15 with the SEC to terminate the registration of the Old
Common Stock under the Exchange Act.
Pursuant to the terms of the Plan, HLI issued 100,000 shares of
Series A Exchangeable Preferred Stock, par value $1.00, of HLI (the "Preferred
Stock") to the holders of certain allowed claims. In accordance with the terms
of the Preferred Stock, the shares of Preferred Stock are, at the holder's
option, exchangeable into a number of fully paid and nonassessable shares of
New Common Stock equal to (i) the aggregate liquidation preference ($100 per
share) of the shares of Preferred Stock so exchanged plus all accrued and
unpaid dividends thereon (whether or not declared) to the exchange date
divided by (ii) 125% of the "Emergence Share Price." As determined pursuant to
the terms of the Plan, the Emergence Shares Price is $18.50.
Item 5. Other Events
On June 3, 2003, Hayes Lemmerz International, Inc. issued a press
release, a copy of which is filed as Exhibit 99.1 to this Current Report and
incorporated herein by reference.
Item 7(c). Exhibits.
2.1 Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and Its Affiliated Debtors and Debtors in
Possession, as Further Modified (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K dated May 12, 2003, and
incorporated herein by reference).
2.2 Revised Findings of Fact, Conclusions of Law, and Order Under 11
U.S.C.ss.ss.1129(a) and 1129(b) and Fed. R. Bankr. P. 3020 Confirming
Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and Its Affiliated Debtors and
Debtors-in-Possession, dated April 9, 2003, as Further Modified
(filed as Exhibit 99.3 to the Company's Current Report on Form 8-K
dated May 12, 2003, and incorporated herein by reference).
2.3 Agreement and Plan of Merger, dated as of June 3, 2003, by and
between Hayes Lemmerz International, Inc. and HLI Operating Company,
Inc.
99.1 Press Release dated June 3, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HAYES LEMMERZ INTERNATIONAL, INC.
By: /s/ Patrick C. Cauley
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Patrick C. Cauley
General Counsel and Secretary
Dated: June 3, 2003
EXHIBIT INDEX
Exhibit No. Description
2.1 Modified First Amended Joint Plan of Reorganization of
Hayes Lemmerz International, Inc. and Its Affiliated
Debtors and Debtors in Possession, as Further Modified
(filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K dated May 12, 2003, and incorporated herein by
reference).
2.2 Revised Findings of Fact, Conclusions of Law, and Order
Under 11 U.S.C.ss.ss.1129(a) and 1129(b) and Fed. R.
Bankr. P. 3020 Confirming Modified First Amended Joint
Plan of Reorganization of Hayes Lemmerz International,
Inc. and Its Affiliated Debtors and Debtors-in-Possession,
dated April 9, 2003, as Further Modified (filed as Exhibit
99.3 to the Company's Current Report on Form 8-K dated May
12, 2003, and incorporated herein by reference).
2.3 Agreement and Plan of Merger, dated as of June 3, 2003, by
and between Hayes Lemmerz International, Inc. and HLI
Operating Company, Inc.
99.1 Press Release dated June 3, 2003.