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THE SECURITIES ACT OF 1933
Delaware | 32-0072578 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Northville, Michigan 48168
(734) 737-5000
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant’s Principal Executive Offices)
Vice President, General Counsel and Secretary
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48168
(734) 737-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square, P.O. Box 636
Wilmington, Delaware 19899-0636
(302) 651-3000
box.o
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | |||||||||||||||||||||
Amount to be | Offering Price | Aggregate | Amount of | |||||||||||||||||||
Title of Each Class of Securities to be Registered | Registered | Per Share | Offering Price | Registration Fee | ||||||||||||||||||
Common Stock, par value $0.01 per share | 55,384,615 shares | $ | 3.25 | $ | 180,000,000 | (1) | $ | 5,526 | ||||||||||||||
Rights to purchase Common Stock, par value $0.01 per share | (2 | ) | N/A | N/A | $ | 0.00 | (3) | |||||||||||||||
Total | — | — | — | |||||||||||||||||||
(1) | Represents the aggregate gross proceeds from the exercise of the maximum number of rights that may be issued. | |
(2) | Evidencing the rights to subscribe for 55,384,615 shares of common stock, par value $0.01 per share. | |
(3) | The rights are being issued for no consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as amended, no separate registration fee is payable. |
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THESE SECURITIES BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Per Share | Aggregate | |||||||
Subscription Price | $ | $ | ||||||
Estimated Expenses | $ | $ | ||||||
Net Proceeds to Us | $ | $ |
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Consent of Independent Registered Public Accounting Firm |
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• | deliver payment to the subscription agent using the methods outlined in this prospectus; and | ||
• | deliver a properly completed rights certificate to the subscription agent before 5:00 p.m., Eastern Daylight Time, on , 2007. |
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By Mail or Overnight Courier: | By Hand: | |
Attn: | Attn: |
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Securities offered | We are distributing to you, at no charge, non-transferable subscription rights for every one share of our common stock that you owned on the record date, either as a holder of record or, in the case of shares held of record by brokers, banks, or other nominees, on your behalf, as a beneficial owner of such shares, subject to adjustments to eliminate fractional rights. We expect the gross proceeds from the rights offering to be $180.0 million. We have granted the Investor a Direct Investment Option to purchase shares of common stock at the rights offering subscription price for gross proceeds of up to $18.0 million. Should the Investor exercise the Direct Investment Option, the gross proceeds to be raised from our stockholders in the rights offering will be reduced by the aggregate purchase price of the shares purchased by the Investor, and the subscription rights for each share of our common stock granted to each of our stockholders will be proportionately reduced to reflect such purchase. | |
Basic subscription privilege | Each whole right gives you the opportunity to purchase one share of our common stock for $3.25 per share, subject to adjustment in the event that the Investor exercises the Direct Investment Option. | |
Over-subscription privilege | If you elect to exercise your basic subscription privilege in full, you may also subscribe for additional shares (up to the number of shares for which you subscribed under your basic subscription privilege) at the same subscription |
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price per share. If an insufficient number of shares are available to satisfy fully the over-subscription privilege requests, the available shares will be distributed proportionately among rights holders who exercised their over-subscription privilege based on the number of shares each rights holder subscribed for under the basic subscription privilege. The subscription agent will return any excess payments by mail without interest or deduction promptly after the expiration of the rights offering. | ||
Record date | 5:00 p.m. Eastern Daylight Time on , 2007. | |
Expiration date | 5:00 p.m. Eastern Daylight Time on , 2007, unless extended by us, in our sole discretion, provided that the offering period between the distribution of the rights and the expiration date may not exceed thirty business days without the prior written consent of the Investor. Any rights not exercised at or before that time will expire without any payment to the holders of those unexercised rights. | |
Subscription price | $3.25 per share, payable in cash, which is a 31.8% discount to the average closing price of our common stock for the ten trading days preceding March 16, 2007, the date we executed the Equity Agreement. All payments must be cleared on or before the expiration date. | |
Use of proceeds | The proceeds from the rights offering (including proceeds of any shares of common stock purchased by the Investor pursuant to its standby commitment) is expected to be $180.0 million, before deducting expenses relating to the rights offering. The proceeds from the rights offering will be used to repurchase our outstanding Senior Notes and to pay the fees and expenses related to this rights offering. As of March 14, 2007, 22.1% and 14.8% of our Senior Notes were held by the Investor and the Principal Additional Investor, respectively, and, as a result, approximately $64.0 million of the proceeds of the rights offering will be paid to the Investor and the Principal Additional Investor in order to repurchase our Senior Notes. Our use of the proceeds of this offering in this manner is subject to the amendment or refinancing of our credit facility. | |
Non-transferability of rights | The subscription rights may not be sold, transferred, or assigned and will not be listed for trading on the Nasdaq Global Market or on any stock exchange or market or on the OTC Bulletin Board. | |
No board recommendation | Our board of directors makes no recommendation to you about whether you should exercise any rights. You are urged to make an independent investment decision about whether to exercise your rights based on your own assessment of our business and the rights offering. Please see the section of this prospectus entitled “Risk Factors” for a discussion of some of the risks involved in |
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investing in our common stock. | ||
Conditions | The rights offering and the transactions contemplated by the Equity Agreement are subject to approval of our stockholders at a Special Meeting to be held on , 2007. If our stockholders do not approve these transactions, the rights offering will be cancelled. In addition, the rights offering and the transactions contemplated by the Equity Agreement are subject to, among other things, our amending or refinancing our Credit Facility to permit the repurchase of the Senior Notes. | |
Standby commitment | Subject to certain conditions and limitations, the Equity Agreement requires the Investor to purchase all of the shares not subscribed for in the rights offering at a price per share equal to the rights offering subscription price. The Principal Additional Investor has agreed with the Investor to acquire 50% of the shares that the Investor is obligated to acquire pursuant to the Equity Agreement. Pursuant to the Equity Agreement, we have also granted the Investor a Direct Investment Option to purchase up to 5,538,462 shares of our common stock at a price per share equal to the rights offering subscription price. Any shares purchased through exercise of the Direct Investment Option will proportionately reduce the number of shares that may be purchased pursuant to the rights offering. The Investor may elect to assign some or all of its rights to purchase shares of our common stock to Additional Investors. See the section of this prospectus entitled “The Rights Offering — Standby Commitment.” | |
No revocation | If you exercise any of your rights, you will not be permitted to revoke or change the exercise or request a refund of monies paid. | |
U.S. federal income tax considerations | A holder should not recognize income or loss for United States federal income tax purposes in connection with the receipt or exercise of subscription rights in the rights offering. You should consult your tax advisor as to the particular consequences to you of the rights offering. For a detailed discussion, see “Material United States Federal Income Tax Consequences.” | |
Extension, cancellation, and amendment | The period for exercising your subscription rights may be extended by our board of directors, although we do not presently intend to do so. The period may not exceed thirty business days without the prior written consent of the Investor. Our board of directors may cancel or terminate the rights offering in its sole discretion at any time on or before the expiration of the rights offering for any reason (including, without limitation, a change in the market price of our common stock). We also reserve the right to cancel or terminate the rights offering at any time for any reason. The issuance of shares of common stock pursuant to the rights offering is subject to, among other |
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things, the approval of our stockholders at a special meeting to be held on , 2007. If the issuance and sale of our common stock pursuant to the rights offering and the transactions contemplated by the Equity Agreement are not approved at the special meeting, then the rights offering will be cancelled. In the event that the rights offering is cancelled or terminated, all funds received from subscriptions by stockholders will be returned. Interest will not be payable on any returned funds. We also reserve the right to amend the terms of the rights offering. | ||
Procedure for exercising rights | If you are the record holder of shares of our common stock, to exercise your rights you must complete the rights certificate and deliver it to the subscription agent, , together with full payment for all the subscription rights you elect to exercise. The subscription agent must receive the proper forms and payments on or before the expiration of the rights offering. You may deliver the documents and payments by mail or commercial courier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares of our common stock, you should instruct your broker, custodian bank, or nominee in accordance with the procedures described in the section of this prospectus entitled “The Rights Offering—Beneficial Owners.” | |
Subscription agent | ||
Information agent | Innisfree M&A Incorporated | |
Questions | Questions regarding the rights offering should be directed to Innisfree M&A Incorporated, at (888) 750-5834. | |
Shares outstanding before the rights offering and the Direct Investment Option | shares as of 2007. | |
Shares outstanding after completion of the rights offering and the Direct Investment Option | shares of our common stock will be outstanding immediately after completion of the rights offering and the Direct Investment Option. | |
Issuance of our common stock | If you purchase shares of common stock through the rights offering, we will issue certificates representing those shares to you or DTC on your behalf, as the case may be, as soon as practicable after the completion of the rights offering. | |
Risk factors | Stockholders considering making an investment in the rights offering should consider the risk factors described in the section this prospectus entitled “Risk Factors.” | |
Fees and expenses | We will bear the fees and expenses relating to the rights offering. |
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Nasdaq Global Market trading symbol | Shares of our common stock are currently listed for quotation on the Nasdaq Global Market under the symbol “HAYZ,” and the shares to be issued to you in connection with the rights offering will be eligible for trading on the Nasdaq Global Market. |
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• | requiring a substantial portion of our cash flow from operations to be dedicated to debt service and therefore not available for our operations, capital expenditures, and future business opportunities; | ||
• | increasing our vulnerability to a downturn in general economic conditions or in our business; | ||
• | limiting our ability to adjust to changing market conditions, placing us at a competitive disadvantage compared to our competitors that have relatively less debt; and | ||
• | limiting our ability to obtain additional financing or access additional funds under our Credit Facility for capital expenditures, working capital, or general corporate purposes. |
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• | declare dividends or redeem or repurchase capital stock; | ||
• | prepay, redeem, or purchase debt, including the Senior Notes; | ||
• | incur liens and engage in sale-leaseback transactions; | ||
• | make loans and investments; | ||
• | incur additional debt, including borrowings under our Credit Facility; | ||
• | amend or otherwise alter certain debt documents; | ||
• | make capital expenditures; | ||
• | engage in mergers, acquisitions, and asset sales; | ||
• | enter into transactions with affiliates; and | ||
• | alter the business we conduct. |
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• | agreements may be difficult to enforce and receivables difficult to collect through a foreign country’s legal system; | ||
• | foreign customers may have longer payment cycles; | ||
• | foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including foreign exchange controls; | ||
• | foreign laws or regulations may restrict our ability to repatriate cash from foreign operations; | ||
• | necessary export licenses or customs clearances may be difficult to obtain; | ||
• | intellectual property rights may be more difficult to enforce in foreign countries; | ||
• | political or economic conditions or exposure to local social unrest, including any resultant acts of war, terrorism or similar events in the countries in which we operate could have an adverse effect on our earnings from operations in those countries; | ||
• | unexpected adverse changes in foreign laws or regulatory requirements may occur; | ||
• | compliance with a variety of foreign laws and regulations may be difficult; | ||
• | in certain countries we are subject to nationwide collective labor agreements that we did not negotiate; | ||
• | labor laws in certain countries may make it more difficult or expensive to reduce our labor force in response to reduced demand; and | ||
• | differing foreign tax structures may subject us to additional taxes or affect our ability to repatriate cash from our foreign subsidiaries. |
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• | competitive pressure in our industry; | ||
• | fluctuations in the price of steel, aluminum, and other raw materials; | ||
• | changes in general economic conditions; | ||
• | our dependence on the automotive industry (which has historically been cyclical) and on a small number of major customers for the majority of our sales; | ||
• | pricing pressure from automotive industry customers and the potential for re-sourcing of business to lower-cost providers; | ||
• | changes in the financial markets or our debt ratings affecting our financial structure and our cost of capital and borrowed money; | ||
• | the uncertainties inherent in international operations and foreign currency fluctuations; | ||
• | our ability to divest non-core assets and businesses; and | ||
• | the risks described in this prospectus and our most recent Annual Report on Form 10-K. |
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At October 31, 2006 | ||||||||
Historical | Pro Forma | |||||||
(In Millions) | ||||||||
Current liabilities: | ||||||||
Bank borrowings and other notes | $ | 24.3 | $ | 18.0 | ||||
Current portion of long-term debt | 9.2 | 9.2 | ||||||
Accounts payable and accrued liabilities | 402.8 | 402.8 | ||||||
Total current liabilities | 436.3 | 430.0 | ||||||
Senior Notes | 162.5 | 5.0 | (a) | |||||
Long-term debt, net of current portion | 504.5 | 504.5 | ||||||
Deferred tax liabilities | 66.6 | 66.6 | ||||||
Pension and other long-term liabilities | 409.4 | 409.4 | ||||||
Minority interest | 53.3 | 53.3 | ||||||
Commitments and contingencies | — | — | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, 1,000,000 shares authorized, none issued or outstanding at October 31, 2006 | — | — | ||||||
Common stock, par value $0.01 per share: | ||||||||
100,000,000 shares authorized (a); 38,468,213 issued and outstanding at October 31, 2006 | 0.4 | 0.8 | ||||||
Additional paid in capital | 677.9 | 849.6 | ||||||
Accumulated deficit | (670.6 | ) | (678.9 | ) | ||||
Accumulated other comprehensive income | 98.4 | 98.4 | ||||||
Total stockholders’ equity | 106.1 | 269.9 | ||||||
Total capitalization | $ | 1,738.7 | $ | 1,738.7 | ||||
(a) | $5.0 million of remaining Senior Notes were converted to common stock on February 15, 2007. |
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Subscription price | $ | 3.25 | ||
Net tangible book value per share at October 31, 2006, before the rights offering and the sale of shares of our common stock pursuant to the terms of the Equity Agreement | $ | (7.11 | ) | |
Net increase in pro forma net tangible book value per share attributable to the rights offering and the sale of shares of our common stock pursuant to the terms of the Equity Agreement | $ | 4.11 | ||
Pro forma net tangible book value per share after giving effect to the rights offering and the sale of shares of our common stock pursuant to the terms of the Equity Agreement | $ | (3.00 | ) | |
Dilution in pro forma net tangible book value per share to purchasers | $ | 6.25 | ||
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By Mail or Overnight Courier: | By Hand: | |
Attn: | Attn: |
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Total Shares | Number of Shares | Percentage | Percentage | Aggregate | ||||||||||||||||
Offered | Purchased by the | Ownership by the | Ownership by | Proceeds to the | ||||||||||||||||
Investor and | Investor and | Stockholders | Company | |||||||||||||||||
Principal Additional | Principal | Other Than the | ||||||||||||||||||
Investor | Additional | Investor and | ||||||||||||||||||
Investor | Principal | |||||||||||||||||||
Additional | ||||||||||||||||||||
Investor | ||||||||||||||||||||
Scenario A | ||||||||||||||||||||
Scenario B | ||||||||||||||||||||
Scenario C |
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High | Low | |||||||
Fiscal 2005 | ||||||||
First Quarter | $ | 8.04 | $ | 3.98 | ||||
Second Quarter | 8.37 | 5.02 | ||||||
Third Quarter | 7.99 | 3.42 | ||||||
Fourth Quarter | 4.61 | 2.55 | ||||||
Fiscal 2006 | ||||||||
First Quarter | $ | 3.75 | $ | 2.04 | ||||
Second Quarter | 3.38 | 2.47 | ||||||
Third Quarter | 3.20 | 1.64 | ||||||
Fourth Quarter | 5.23 | 1.75 | ||||||
Fiscal 2007 | ||||||||
First Quarter (through , 2007) |
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By Mail or Overnight Courier: | By Hand: | |
Attn: | Attn: |
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15300 Centennial Drive
Northville, Michigan 48168
Attention: Corporate Secretary
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15300 Centennial Drive
Northville, MI 48168
(734) 737-5000
Attention: Corporate Secretary
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Securities and Exchange Commission Registration Fee | $ | ||
Subscription Agent Fees and Expenses | $ | ||
Printing Costs | $ | ||
Investment Banking Fees and Expenses | $ | ||
Information Agent Fees and Expenses | $ | ||
Accounting Fees and Expenses | $ | ||
Legal Fees | $ | ||
Miscellaneous Expenses | $ | ||
Total | $ |
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(a) | Hayes Lemmerz International, Inc. hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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(c) | Hayes Lemmerz International, Inc. hereby undertakes that: | |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | ||
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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HAYES LEMMERZ INTERNATIONAL, INC. | ||||
By: | /s/ James A. Yost | |||
Name: | James A. Yost | |||
Title: | Vice President, Finance and Chief Financial Officer | |||
Signature | Title | Date | ||
/s/ Curtis J. Clawson | President, Chief Executive Officer, and | March 16, 2007 | ||
Chairman of the Board of Directors (Principal Executive Officer) | ||||
/s/ James A. Yost | Vice President, Finance and Chief | March 16, 2007 | ||
Financial Officer (Principal Financial and Accounting Officer) | ||||
/s/ Mark A. Brebberman | Corporate Controller | March 16, 2007 | ||
(Principal Accounting Officer) | ||||
/s/ George T. Haymaker, Jr. | Director | March 16, 2007 | ||
/s/ William H. Cunningham | Director | March 16, 2007 | ||
/s/ Cynthia Feldmann | Director | March 16, 2007 | ||
/s/ Mohsen Sohi | Director | March 16, 2007 | ||
/s/ Henry D. G. Wallace | Director | March 16, 2007 | ||
/s/ Richard F. Wallmann | Director | March 16, 2007 | ||
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Exhibit | Description | |
2.1 | Equity Purchase and Commitment Agreement, dated as of March 16, 2007, by and between Hayes Lemmerz International, Inc., and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K, filed March 16, 2007). | |
2.2 | Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors and Debtors in Possession, as Further Modified (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed May 21, 2003). | |
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. (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K, filed June 3, 2003). | |
3.1 | Certificate of Incorporation of HLI Holding Company, Inc., effective as of May 6, 2003 (incorporated by reference to Exhibit 3.1 to our Form 8-A/A, filed June 4, 2003). | |
3.2 | Amendment to the Certificate of Incorporation of HLI Holding Company, Inc., effective as of June 3, 2003 (incorporated by reference to Exhibit 3.2 to our Form 8-A/A, filed June 4, 2003). | |
3.3 | By-Laws of Hayes Lemmerz International, Inc. (formerly known as HLI Holding Company, Inc.), effective as of May 30, 2003 (incorporated by reference to Exhibit 3.3 to our Form 8-A/A, filed June 4, 2003). | |
4.1 ** | Form of Subscription Rights Certificate. | |
4.2 | Registration Rights Agreement, dated as of March 16, 2007, by and between Hayes Lemmerz International, Inc., Deutsche Bank Securities Inc., and SPCP Group, LLC (incorporated by reference to Exhibit 99.3 to our Current Report on Form 8-K, filed March 16, 2007). | |
4.3 | Form of Standstill and Director Nomination Agreement, to be entered into by and between Hayes Lemmerz International, Inc. and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 99.4 to our Current Report on Form 8-K, filed March 16, 2007). | |
4.4 | Form of Standstill and Director Nomination Agreement, to be entered into by and between Hayes Lemmerz International, Inc. and SPCP Group, LLC (incorporated by reference to Exhibit 99.5 to our Current Report on Form 8-K, filed March 16, 2007). | |
4.5 ** | Subscription Agent Agreement, dated as of , 2007, by and between Hayes Lemmerz International, Inc. and . | |
4.5 | Purchase Agreement, dated as of May 22, 2003, by and between Hayes Lemmerz International, Inc., its subsidiaries named therein, and the Initial Purchasers of the $250,000,000 of 101/2% Senior Notes due 2010 to be issued by HLI Operating Company, Inc. (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003). | |
4.7 | Indenture, dated as of June 3, 2003, regarding $250,000,000 of 101/2% Senior Notes due 2010, by and between HLI Operating Company, certain listed Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003). | |
4.8 | Form of 101/2% Senior Notes due 2010 (attached as Exhibit A to the Indenture filed as Exhibit 4.2 |
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Exhibit | Description | |
to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003). | ||
4.9 | First Supplemental Indenture, dated as of June 19, 2003, by and between HLI Operating Company, Inc. certain listed Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to our Registration Statement No. 333-107539 on Form S-4, filed on July 31, 2003, as amended). | |
4.10 | Registration Rights Agreement, dated as of June 3, 2003, by and between HLI Operating Company, Inc. and the Initial Purchasers of the 101/2% Senior Notes due 2010 (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003). | |
4.11 | Series B Warrant Agreement, dated as of June 2, 2003, by and between Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated by reference to Exhibit 4.2 to our Form 8-A, filed June 4, 2003). | |
4.12 | Exchange Agreement, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc., HLI Parent Company, Inc. and HLI Operating Company, Inc. regarding the Series A Exchangeable Preferred Stock issued by HLI Operating Company, Inc. (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003). | |
4.13 | Registration Rights Agreement, dated as of July 1, 2004, by and between Hayes Lemmerz International, Inc., and AP Wheels, LLC (incorporated by reference to Exhibit 4.9 to our Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2004, filed September 8, 2004). | |
5.1 ** | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the securities being registered. | |
23.1 * | Consent of Independent Registered Public Accounting Firm. | |
23.2 ** | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). | |
24.1 * | Powers of Attorney (included on signature page hereto). | |
99.1 ** | Form of Instruction for Use of Hayes Lemmerz International, Inc. Subscription Rights Certificates. | |
99.2 ** | Form of Letter to Stockholders who are Record Holders. | |
99.3 ** | Form of Letter to Stockholders who are Beneficial Holders. | |
99.4 ** | Form of Letter to Clients of Stockholders who are Beneficial Holders. | |
99.5 ** | Form of Nominee Holder Certification Form. | |
99.6 ** | Form of Beneficial Owner Election Form. | |
99.7 ** | Substitute Form W-9 for Use with Rights Offering. |
* | Filed herewith. | |
** | To be filed by amendment. |