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Hayes Lemmerz International (HAZ) Inactive

Filed: 29 Jun 03, 8:00pm
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):

 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 2002.

OR

 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from             to             .

 

Commission File Number 000-50303

      A.  Full title of the plan and address of the plan, if different from that of the issuer named below:

 HAYES LEMMERZ INTERNATIONAL, INC.
 RETIREMENT SAVINGS PLAN

      B.  Name of issuer of securities held pursuant to the plan and the address of its principal executive office:

 Hayes Lemmerz International, Inc.
 15300 Centennial Drive
 Northville, Michigan 48167

 


TABLE OF CONTENTS

Independent Auditors’ Report
Statements of Assets Available for Benefits as of December 31, 2002 and 2001
Statements of Changes in Assets Available for Benefits for the years ended December 31, 2002 and 2001
Notes to Financial Statements
1 Schedule H, line 4i — Schedule of Assets (Held at End of Year)
EX-99.1 Certification of Kurt M. Suckow
EX-99.2 Certification of James A. Yost


Table of Contents

CONTENTS

Financial statements

  Independent Auditors’ Report
 
  Statements of Assets Available for Plan Benefits as of December 31, 2002 and 2001
 
  Statements of Changes in Assets Available for Plan Benefits for the year ended December 31, 2002 and 2001
 
  Notes to Financial Statements

Exhibits

    
  Exhibit 99.1 –Certification of Kurt M. Suckow, Plan Administrator.
    
  Exhibit 99.2 –Certification of James A. Yost, Vice President, Finance and Chief Financial Officer, Hayes Lemmerz International, Inc.

 


Table of Contents

HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Table of Contents

     
  Page 
Independent Auditors’ Report  1 
     
Statements of Assets Available for Benefits as of December 31, 2002 and 2001  2 
     
Statements of Changes in Assets Available for Benefits for the years ended December 31, 2002 and 2001  3 
     
Notes to Financial Statements  4 
     
Schedule
    
     
1 Schedule H, line 4i — Schedule of Assets (Held at End of Year)  10 

All other schedules required to be filed in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and, accordingly, have been omitted.

 


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Independent Auditors’ Report

To the Retirement Committee of the
     Hayes Lemmerz International, Inc.
     Retirement Savings Plan:

We have audited the accompanying statements of assets available for benefits of the Hayes Lemmerz International, Inc. Retirement Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits as of December 31, 2002 and 2001, and the changes in assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i — schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

June 20, 2003
Detroit, Michigan

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Statements of Assets Available for Benefits

December 31, 2002 and 2001

            
     2002  2001 
     
  
 
Assets:        
 Investments, at fair value:        
  American Century Brokerage $2,075   14,202 
  American Century Equity Income Fund  10,506,280   10,986,186 
  American Century Income & Growth Fund  5,138,437   6,615,940 
  American Century International Growth Fund  8,536,413   10,706,653 
  American Century Stable Asset Fund  50,360,079   45,867,816 
  American Century Strategic Allocation Fund: Conservative  6,914,244   5,186,584 
  American Century Strategic Allocation Fund: Moderate  13,040,235   14,349,624 
  American Century Strategic Allocation Fund: Aggressive  4,551,390   5,029,658 
  American Century Ultra Investors Fund     82 
  American Century Ultra Fund  32,855,013   40,702,802 
  Barclays Equity Index Fund  35,072,527   46,335,634 
  Hayes Lemmerz International, Inc. common stock  525,452   914,371 
  J.P. Morgan Institutional SmartIndex Fund  515,338   435,560 
  PIMCO Total Return Fund  10,294,939   6,815,676 
  Participant loans  15,297,376   17,162,077 
  
  
 
   Total investments  193,609,798   211,122,865 
 Contributions receivable:        
  Employer  140,709   639,750 
  Employee  77,689   393,017 
  
  
 
   Assets available for plan benefits $193,828,196   212,155,632 
  
  
 

See accompanying notes to financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Statements of Changes in Assets Available for Benefits

Years ended December 31, 2002 and 2001

            
     2002  2001 
     
  
 
Additions:        
 Investment income (loss):        
  Interest and dividends $5,357,119   5,787,125 
  Net realized and unrealized depreciation in fair value of investments  (27,143,847)  (30,968,487)
  
  
 
   Total investment loss  (21,786,728)  (25,181,362)
 Contributions:        
  Employer  16,620,248   17,564,747 
  Employee  10,887,369   12,303,299 
  Rollover  685,356   749,636 
  
  
 
   Total contributions  28,192,973   30,617,682 
  
  
 
   Total additions  6,406,245   5,436,320 
  
  
 
Deductions:        
 Benefit payments  24,648,515   26,464,203 
 Other  85,166   181,150 
  
  
 
   Total deductions  24,733,681   26,645,353 
  
  
 
   Net decrease  (18,327,436)  (21,209,033)
Assets available for plan benefits:        
 Beginning of year  212,155,632   233,364,665 
  
  
 
 End of year $193,828,196   212,155,632 
  
  
 

See accompanying notes to financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

(1) Description of the Plan
 
  The Hayes Lemmerz International, Inc. Retirement Savings Plan (the Plan) was established effective January 1, 1993. The Plan has been amended from time to time since that date and was restated as of January 1, 2000. The Plan is a contributory defined contribution plan designed to provide eligible hourly and salaried employees of participating plants, divisions, or subsidiaries of Hayes Lemmerz International, Inc. (the Company) with a vehicle to systematically save funds for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
  The following is a brief description of the Plan based on the restated plan agreement dated January 1, 2000. Participants should refer to the Plan agreement for more complete information.

 (a) Salary and Hourly Nonrepresented Employees at the Following Locations: Akron, Berea, Bristol, Dallas RTC, Ferndale, Gainesville, Homer, Howell, Huntington (Salary Only), LaMirada (Salary Only), Northville, Nuevo Laredo, and Somerset
 
   Eligibility
 
   Employees not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Employees are eligible on the first day of the month following 30 days of full-time employment.
 
   Participant Contributions
 
   A participant may elect to make a basic deferred contribution of between 1% and 30% of their compensation, subject to certain limitations as specified by the Internal Revenue Service (IRS). The participant may elect the percentage of their contribution to be allocated to each investment fund.
 
   Employer Contributions
 
   Employer contributions consist of matching contributions, retirement contributions, unused vacation contributions, and retiree medical contributions. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution equals 5% of compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of compensation. For participants who do not use an eligible fifth week of vacation, one week’s pay is contributed to the Plan. The retiree medical contribution represents an additional employer matching contribution of up to 2% of the participant’s compensation. Participants may elect the percentage of the employer contribution to be allocated to each investment fund.

(Continued)

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

   Vesting
 
   Participants are fully vested in their basic deferred contributions at all times. Additionally, participants became fully vested in all employer contributions as of January 1, 1999 and will continue to be fully vested in the employer matching contribution and retiree medical contribution thereafter. Employer unused vacation contribution and retirement contribution for participants with a hire date of January 1, 2000 or later will follow a five-year cliff vesting schedule.
 
 (b) Salary and Hourly Nonrepresented Employees at the Following Locations: Au Gres, Bowling Green, Cadillac, LaMirada (Hourly Only), Montague, Montague-PCA, Petersburg, Southfield, and Wabash
 
   Eligibility
 
   Employees not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Employees are eligible on the first day of the month following 90 days of full-time employment.
 
   Participant Contributions
 
   A participant may elect to make a basic deferred contribution of between 1% and 30% of their compensation, subject to certain limitations as specified by the IRS. The participant may elect the percentage of their contribution to be allocated to each investment fund.
 
   Employer Contributions
 
   Employer contributions consist of matching contributions, retirement contributions, unused vacation contributions, and retiree medical contributions. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution equals 5% of compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of compensation. For participants who do not use an eligible fifth week of vacation, one week’s pay is contributed to the Plan. The retiree medical contribution represents an additional employer matching contribution of up to 2% of the participant’s compensation. The participants may elect the percentage of the employer contribution to be allocated to each investment fund.
 
   Vesting
 
   Participants are fully vested in their basic deferred contributions at all times. Additionally, participants became fully vested in all employer contributions as of January 1, 1999 and will continue to be fully vested in the employer matching contribution and retiree medical contribution thereafter. Employer unused vacation contribution and retirement contribution for participants with a hire date of January 1, 2000 or later will follow a five-year cliff vesting schedule.

(Continued)

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

 (c) Represented Employees at Howell and Romulus, Michigan
 
   Eligibility
 
   Hourly employees represented by a bargaining unit of the Howell plant are eligible to participate in the Plan after 90 days of service. Hourly and salaried employees represented by a bargaining unit of the former Romulus plant are eligible to participate in the Plan after 90 days of service.
 
   Participant Contributions
 
   Participants of both plants may elect to make a tax-deferred contribution of 1% to 15% of their compensation up to an annual maximum specified by the IRS. The participant may also elect the percentage of their contribution to be allocated to each fund.
 
   Employer Contributions
 
   Only employee contributions are allowed under the Plan agreement for Romulus.
 
   Employer contributions for the represented participants at the Howell facility are eligible for company matching contributions and retirement contributions. Participant contributions are matched $0.50 per dollar of the first 2% of compensation contributed and $0.25 per dollar for the next 2% of compensation contributed. The retirement contribution is equal to 3% of the number of hours worked in the plant by the participant, multiplied by his basic hourly rate.
 
   Vesting
 
   Participants are fully vested in their participant contributions. Vesting of employer contributions is based on years of eligible service as follows:
     
Years of Percentage 
eligible service vested 

 
 
Less than 3  0%
3 but less than 4  30 
4 but less than 5  40 
5 but less than 6  60 
6 but less than 7  80 
7 or more  100 

 (d) Salary and Hourly Nonrepresented Employees at the Following Locations: Sedalia and Huntington (Hourly Only)
 
   Eligibility
 
   Employees not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Employees are eligible on the first day of the month following 30 days of full-time employment.

(Continued)

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

   Participant Contributions
 
   A participant may elect to make a basic deferred contribution of between 1% and 30% of their compensation, subject to certain limitations as specified by the IRS. The participant may elect the percentage of their contribution to be allocated to each investment fund.
 
   Employer Contributions
 
   Employer contributions consist of matching contributions, retirement contributions, unused vacation contributions, and retiree medical contributions. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution equals 5% of compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of compensation. For participants who do not use an eligible fifth week of vacation, one week’s pay is contributed to the Plan. The retiree medical contribution represents an additional employer matching contribution of up to 2% of the participant’s compensation. The participants may elect the percentage of the employer contribution to be allocated to each investment fund.
 
   A participant is eligible for the retirement contribution only after completing one year of service with the Company.
 
   Vesting
 
   Participants are fully vested in their basic deferred contributions at all times. Additionally, participants became fully vested in all employer contributions as of January 1, 1999 and will continue to be fully vested in the employer matching contribution and retiree medical contribution thereafter. Employer unused vacation contribution and retirement contribution for participants with a hire date of January 1, 2000 or later will follow a five-year cliff vesting schedule.
 
 (e) All Locations
 
   Plan Benefits
 
   Upon retirement, disability, or death, the entire balance of the participant’s account becomes payable to the participant or the participant’s beneficiary. Upon any other termination of employment, the participant receives the vested portion of their account. Withdrawals are also permitted for financial hardship or upon attainment of age 59-1/2 under certain provisions of the Plan. All benefits are payable in lump sum.
 
   Loans
 
   Participants may borrow up to the lesser of $50,000 or 50% of the vested portion of their account at a market rate. When a loan is made, the participant’s investment fund assets are decreased on a pro rata basis and the loan receivable is reflected in the Loan Fund. Loan repayments are redeposited into the participant’s accounts based on current election directives. Participants may have up to two loans outstanding at any one time.

(Continued)

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

   Forfeitures
 
   Nonvested employer contributions of terminated employees become forfeitures after a one-year break in service — unless the nonvested balance is greater than $5,000, in which case they would become a forfeiture after a five-year break in service — and are used to reduce future employer contributions.
 
   Participants’ Accounts
 
   Each participant’s account is credited with the participant’s contribution, the employer’s contribution, and an allocation of plan earnings. Allocations are computed at the end of each calendar quarter, based on the participant’s account balance.
 
   Administrative Expenses
 
   The Company pays certain administrative expenses associated with the Plan.

(2)  Summary of Significant Accounting Policies

 (a) Basis of Presentation
 
   The accompanying financial statements are presented on the accrual basis of accounting such that all income, benefits, and expenses are recognized in the period to which they relate.
 
 (b) Valuation of Investments
 
   Investments in all common trust funds and mutual funds are stated at their aggregate fair value, based upon quoted market prices of the underlying investments within the funds. Investments in Hayes Lemmerz International, Inc. common stock are valued based on the quoted market price. Unrealized and realized gains or losses are reflected currently in the statement of changes in assets available for plan benefits. Purchases and sales of fund units or securities are recorded on a trade-date basis.
 
 (c) Forfeited Accounts
 
   Forfeitures represent the balance of nonvested employer contributions of terminated employees. At December 31, 2002 and 2001, forfeited nonvested accounts totaled $954,866 and $280,689, respectively. These accounts are used to reduce future employer contributions.
 
 (d) Use of Estimates
 
   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(Continued)

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HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2002 and 2001

 (3) Investment Funds
 
   Participants direct their accounts to be invested in various investment funds. American Century Securities, Inc. (American Century), as trustee, maintains the funds under the Plan.
 
 (4) Tax Status
 
   The IRS, in a letter dated December 18, 2002, determined that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (Code) and is exempt from Federal income tax under Section 501(a) of the Code.
 
 (5) Termination of the Plan
 
   The Company has reserved the right to terminate or amend the Plan at any time. In the event of complete or partial termination of the Plan, participants become 100% vested in their accounts, and the balance in the participant’s account will be distributed at the discretion of the committee which administers the Plan.
 
 (6) Related Party Transactions
 
   American Century serves as the Plan’s record keeper and trustee. The Plan has invested $131,904,167 and $139,459,547 of assets in American Century-sponsored funds at December 31, 2002 and 2001, respectively. The Plan holds investments in the Company’s common stock. At December 31, 2002 and 2001, the Plan had invested $525,452 and $914,371, respectively, in the Company’s common stock.
 
 (7) Subsequent Events
 
   On June 3, 2003, Hayes Lemmerz International, Inc. emerged from Chapter 11 bankruptcy proceedings pursuant to the Plan of Reorganization of Hayes Lemmerz International, Inc. filed with the United States Bankruptcy Court for the District of Delaware on April 9, 2003, which was confirmed by the Bankruptcy Court on May 12, 2003. Pursuant to the Plan of Reorganization, all of the issued and outstanding shares of common stock of Hayes Lemmerz International, Inc. were cancelled. The 2,889,712 shares of Hayes Lemmerz International, Inc. common stock held by the plan have a subsequent fair value of $0.

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Schedule 1

HAYES LEMMERZ INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)

December 31, 2002

             
  Description of investment, including        
Identity of issue, borrower, maturity date, rate of interest, Current  Number of 
lessor, or similar party collateral, par, or maturity value value  shares 

 
 
  
 
American Century Securities, Inc.* Brokerage $2,075   2,075 
American Century Securities, Inc.* Equity Income Fund  10,506,280   1,608,925 
American Century Securities, Inc.* Income & Growth Fund  5,138,437   236,359 
American Century Securities, Inc.* International Growth Fund  8,536,413   1,337,996 
American Century Securities, Inc.* Stable Asset Fund  50,360,079   50,360,079 
American Century Securities, Inc.* Strategic Allocation Fund:
     Conservative
  6,914,244   1,425,617 
American Century Securities, Inc * Strategic Allocation Fund: Moderate  13,040,235   2,483,854 
American Century Securities, Inc.* Strategic Allocation Fund:
    Aggressive
  4,551,390   827,525 
American Century Securities, Inc.* Ultra Fund  32,855,013   1,541,042 
Barclays Equity Index Fund  35,072,527   4,765,289 
Hayes Lemmerz International, Inc.* Common stock  525,452   2,889,712 
J.P. Morgan Institutional SmartIndex Fund  515,338   50,082 
PIMCO Total Return Fund  10,294,939   964,849 
Plan participants Participant loans, bearing interest        
  (4.25% to 10.50%), maturing 2003 to 2008  15,297,376   3,465 
      
     
      $193,609,798     
      
     

*Denotes a party-in-interest.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been duly signed on behalf of the Plan by the undersigned, thereunto duly authorized.

 HAYES LEMMERZ INTERNATIONAL, INC.
 RETIREMENT SAVINGS PLAN

 By: /s/ KURT M. SUCKOW
 
 Kurt M. Suckow
 Plan Administrator

Date: June 30, 2003


Table of Contents

11-K EXHIBIT INDEX

   
EXHIBIT NO. DESCRIPTION

 
EX-99.1 Certification of Kurt M. Suckow, Plan Administrator
   
EX-99.2 Certification of James A. Yost, Vice President, Finance and
Chief Financial Officer, Hayes Lemmerz International, Inc.