o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
HAYES LEMMERZ INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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SEC 1913 (02-02)
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number.
I am pleased to invite you to attend the 2005 Annual Meeting of
Stockholders of Hayes Lemmerz International, Inc. to be held on
July 27, 2005 at 8:00 a.m. Eastern Daylight Savings
Time, at our world headquarters located at 15300 Centennial
Drive, Northville, Michigan48168, for the following purposes:
1.
To elect three Class II Directors to serve on the Board of
Directors for a three-year term;
2.
To ratify the selection of KPMG LLP as our independent auditors
for our fiscal year ending January 31, 2006;
3.
To transact such other business that may properly come before
the meeting or any adjournment or postponement thereof.
It is important that your shares be voted, regardless of whether
you are able to attend the Annual Meeting. To be sure that your
shares are represented, please sign and mail the enclosed proxy
card promptly. This will not prevent you from voting your shares
in person if you choose to do so. Details regarding the business
to be conducted at the Annual Meeting are fully described in the
accompanying Notice of Annual Meeting and Proxy Statement. We
hope you will read the Proxy Statement and submit your proxy.
Our Board of Directors and management thank you for your ongoing
support and continued interest in Hayes Lemmerz.
• To elect three Class II Directors to serve on
the Board of Directors for a three-year term.
• To ratify the selection of KPMG LLP as our
independent auditors for our fiscal year ending January 31,2006.
• To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
RECORD DATE:
Stockholders of record of Hayes Lemmerz International, Inc. at
the close of business on May 31, 2005 are entitled to
notice of and to vote at this Annual Meeting and at any
adjournment or postponement thereof.
VOTING BY PROXY:
Whether or not you expect to attend the Annual Meeting in
person, you are urged to please mark, sign, date and return the
enclosed proxy card as promptly as possible in the
postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting
to vote your shares in person, you may still do so. Your proxy
is revocable in accordance with the procedures set forth in the
Proxy Statement. For specific instructions, please refer to the
section of the Proxy Statement entitled Questions and Answers
about the Annual Meeting beginning on page 1 and the
instructions on the proxy card.
This Proxy Statement contains information relating to the Annual
Meeting of Stockholders of Hayes Lemmerz International, Inc., a
Delaware corporation (the “Company”), to be held on
July 27, 2005, beginning at 8:00 a.m. Eastern Daylight
Savings Time, at the Company’s world headquarters at 15300
Centennial Drive, Northville, Michigan48168, and at any
adjournment of the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the following
proposals:
•
the election of three Class II Directors to serve on the
Board of Directors for a three-year term;
•
the ratification of the selection of KPMG LLP as our independent
auditors for our fiscal year ending January 31,2006; and
•
any other business that may properly come before the meeting or
any adjournment or postponement thereof.
In addition, our management will report on our performance
during fiscal 2004 and respond to questions from stockholders.
What shares can I vote?
All shares of our common stock owned by you as of the close of
business on the record date, May 31, 2005, may be voted by
you. These shares include shares held directly in your name as
the stockholder of record and shares held for you as the
beneficial owner through a stockbroker, bank or other nominee.
Each share of common stock owned by you entitles you to cast one
vote on each matter to be voted upon.
What is the difference between holding shares as a
stockholder of record and as a beneficial owner?
Many of our stockholders hold their shares through a
stockbroker, bank or other nominee rather than directly in their
own name. As summarized below, there are different procedures
for voting shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our
transfer agent, Mellon Investor Services, LLC, you are
considered, with respect to those shares, the stockholder of
record, and these proxy materials are being sent directly to you
by us. As the stockholder of record, you have the right to grant
your voting proxy directly to us or to vote in person at the
meeting. We have enclosed a proxy card for you to use.
Beneficial Owner
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner
of shares held in street name, and these proxy materials are
being forwarded to you by your broker, bank or nominee which is
considered, with respect to those shares, the stockholder of
record. As the beneficial owner, you have the right to direct
your broker on how to vote and are also invited to attend the
meeting. However, because you are not the stockholder of record,
you may not vote these shares in person at the meeting unless
you obtain a signed proxy from the record holder giving you the
right to vote the shares. Your broker, bank or nominee has
enclosed or provided a voting instruction card for you to use in
directing the
broker or nominee how to vote your shares. If you do not provide
the stockholder of record with voting instructions, your shares
may constitute broker non-votes. The effect of broker non-votes
is more specifically described in “What vote is required to
approve each item?” below.
How can I vote my shares in person at the meeting?
Shares held directly in your name as the stockholder of record
may be voted in person at the Annual Meeting. If you choose to
do so, please bring the enclosed proxy card or proof of
identification. Even if you currently plan to attend the Annual
Meeting, we recommend that you also submit your proxy as
described below so that your vote will be counted if you later
decide not to attend the meeting. Shares held beneficially in
street name may be voted in person by you only if you obtain a
signed proxy from the record holder giving you the right to vote
the shares.
How can I vote my shares without attending the meeting?
Whether you hold shares directly as the stockholder of record or
beneficially in street name, you may direct your vote without
attending the meeting. You may vote by granting a proxy or, for
shares held in street name, by submitting voting instructions to
your broker, bank or nominee. You may do this by signing your
proxy card or, for shares held in street name, the voting
instruction card included by your broker, bank or nominee and
mailing it in the accompanying enclosed, pre-addressed envelope.
If you provide specific voting instructions, your shares will be
voted as you instruct. Please refer to the summary instructions
below and those included on your proxy card or, for shares held
in street name, the voting instruction card included by your
broker, bank or nominee.
Can I change my vote after I submit my proxy?
Yes. Even after you have submitted your proxy, you may change
your vote with respect to shares held of record by you at any
time prior to the close of voting at the Annual Meeting by
filing a notice of revocation with our Corporate Secretary at
15300 Centennial Drive, Northville, Michigan48168, by
submitting a duly executed proxy bearing a later date or by
attending the meeting and voting in person. Your attendance at
the Annual Meeting will not by itself revoke a proxy; you must
vote your shares at the meeting.
If your shares are held in a stock brokerage account or by a
bank or other nominee, you may revoke your proxy by following
the instructions provided by your broker, bank or nominee.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of
the holders of a majority of the shares of common stock issued
and outstanding and entitled to vote on the record date will
constitute a quorum. At the close of business on the record
date, 37,869,556 shares of our common stock were issued and
outstanding. Proxies received but marked as abstentions and
broker non-votes (i.e., shares held of record by a broker which
are not voted because the broker has not received voting
instructions from the beneficial owner of the shares and either
lacks or declines to exercise the authority to vote the shares
in its discretion) will be included in the calculation of the
number of shares considered to be present at the Annual Meeting
for purposes of a quorum.
What are the Board of Directors’ recommendations?
The Board of Directors recommends a vote:
•
“FOR” the election of Dr. William H. Cunningham,
Laurie Siegel and Mohsen Sohi to serve as Class II
Directors on our Board of Directors; and
•
“FOR” the ratification of the selection of KPMG LLP as
our independent auditors for our fiscal year ending
January 31, 2006.
Unless you give other instructions via your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of our Board of Directors.
With respect to any other
matter that properly comes before the Annual Meeting, the proxy
holders will vote in accordance with their judgment on such
matter.
What vote is required to approve each item?
The election to the Board of Directors of Dr. Cunningham,
Ms. Siegel and Mr. Sohi will require the affirmative
vote of a plurality of the votes cast by the holders of shares
of common stock present in person or represented by proxy at the
Annual Meeting. In tabulating the vote, abstentions and broker
non-votes, if any, will not affect the outcome of the vote on
the election of directors. The ratification of the appointment
of auditors will require the affirmative vote of a majority of
shares of common stock present in person or represented by proxy
at the Annual Meeting. In determining whether this proposal
receives the requisite number of affirmative votes, abstentions
will be counted and will have the same effect as a vote against
the proposal; broker non-votes will be disregarded and will have
no effect on the outcome of the vote.
What does it mean if I receive more than one proxy or voting
instruction card?
It means your shares are registered differently or are in more
than one account. Please provide voting instructions for all
proxy and voting instruction cards you receive.
Where can I find the voting results of the meeting?
We will announce preliminary voting results at the meeting and
publish final results in our quarterly report on Form 10-Q
for the second quarter of fiscal year 2005.
Who will count the votes?
A representative of Mellon Investor Services, LLC, our transfer
agent, will tabulate the votes and act as the inspector of
election.
Who is making this solicitation and who will bear the
associated costs?
We are making this solicitation and will pay the entire cost of
preparing, assembling, printing, mailing and distributing these
proxy materials. In addition to the mailing of these proxy
materials, the solicitation of proxies or votes may be made in
person, by telephone or by electronic communication by our
directors, officers and employees, who will not receive any
additional compensation for such solicitation activities. Mellon
Investor Services, LLC, our transfer agent, will assist us in
the distribution of proxy materials. We will reimburse Mellon
Investor Services, LLC for reasonable expenses incurred in
connection with these services. We will also reimburse brokerage
houses and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to stockholders.
May I propose actions for consideration at next year’s
annual meeting of stockholders?
For a stockholder’s proposal to be eligible to be included
in our Proxy Statement for the 2006 annual meeting of
Stockholders, the stockholder must follow the procedures of
Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the proposal must be
received by our Corporate Secretary at 15300 Centennial Drive,
Northville, Michigan48168, not later than February 12,2006. In order for proposals of stockholders submitted outside
the process of Rule 14a-8 under the Exchange Act to be
considered timely, our By-laws require that such proposals must
be submitted to our Corporate Secretary no earlier than
March 29, 2006 and no later than April 28, 2006.
However, if the 2006 annual meeting is called for a date earlier
than June 27, 2006 or later than August 26, 2006, the
stockholder proposal must be received not later than the close
of business on the 10th day following the day on which notice of
the date of the meeting is mailed or public disclosure of the
date of the meeting is made, whichever occurs first.
Our Certificate of Incorporation currently authorizes no fewer
than three and no more than nine directors. Our Board of
Directors is currently comprised of eight directors. Our
Certificate of Incorporation divides the Board of Directors into
three classes — Class I, Class II and
Class III — with members of each class serving
staggered three-year terms. One class of directors is elected by
the stockholders at each annual meeting to serve a three-year
term and until their successors are duly elected and qualified.
The Class II Directors will stand for reelection or
election at the Annual Meeting. The Class III Directors
will stand for reelection or election at the 2006 annual meeting
and the Class I Directors will stand for reelection or
election at the 2007 annual meeting.
As proscribed by the charter of our Nominating and Corporate
Governance Committee, the nominees for election as Class II
Directors were recommended to our Board of Directors by our
Nominating and Corporate Governance Committee, and were approved
to serve as the nominees of our Board of Directors by a majority
of our directors who qualify as independent directors under the
listing standards of the Nasdaq Stock Market, Inc.
(“Nasdaq”). If any nominee for any reason is unable or
unwilling to serve as a director or the Board of Directors
determines for good cause not to have such nominee serve as a
director, the proxy holders will have the discretion to vote the
proxies for any substitute nominee designated by the Board of
Directors. We are not aware of any nominee who will be unable or
unwilling to serve, or for good cause will not serve, as a
director.
The names of the nominees of our Board of Directors for election
as Class II Directors at the Annual Meeting and certain
information about them are set forth below:
Year First
Name
Age
Position Held With Us
Became Director
William H. Cunningham
61
Director
2003
Laurie Siegel
49
Director
2004
Moshen Sohi
46
Director
2004
The biographical information for the Class II Director
nominees is as follows:
William H. Cunningham has been a Professor of
Marketing at the University of Texas at Austin since 1979.
Dr. Cunningham has occupied the James L. Bayless Chair for
Free Enterprise at the University of Texas since 1985.
Dr. Cunningham was the Dean of the University of
Texas’ College of Business Administration/ Graduate School
of Business from 1982 to 1985, and President of the University
of Texas at Austin from 1985 to 1992. Dr. Cunningham was
also the Chancellor (chief executive officer) of the University
of Texas from 1992 to 2000. In addition, Dr. Cunningham is
a director of Jefferson-Pilot Corporation, an insurance company,
Southwest Airlines, John Hancock Advisors, Inc., a mutual fund,
Introgen Therapeutics, a gene therapy company and Lin
Television, an operator of television stations.
Dr. Cunningham received a Ph.D., a Master of Business
Administration and a Bachelor of Business Administration from
Michigan State University.
Laurie Siegel has been Senior Vice President,
Human Resources at Tyco International since January 2003.
Ms. Siegel was previously at Honeywell International from
1994 to 2003, where she held positions in Human Resources. After
leading the compensation organization from 1994 to 1997, she
served as Corporate Vice President of Human Resources until
1999. Thereafter, she served as Vice President of Human
Resources in the Aerospace and Specialty Materials division.
Ms. Siegel graduated from the University of Michigan with a
Bachelor of General Studies and received a Master of Business
Administration and a Master of City Planning from Harvard
University.
Mohsen Sohi is the President and CEO of
Freudenberg-NOK. Prior to joining Freudenberg, Mr. Sohi was
employed by NCR Corporation from 2001 until 2003.
Mr. Sohi’s last position with NCR was as the Senior
Vice President, Retail Solutions Division. Before serving NCR in
this position, Mr. Sohi spent more than 14 years at
AlliedSignal, Inc. and its post-merger successor, Honeywell
International Inc. From July 2000 to January 2001, he served as
President, Honeywell Electronic Materials. From August 1999 to
July
2000, Mr. Sohi was President, Commercial Vehicle Systems,
at AlliedSignal. Prior to that, from 1997 to August 1999, he was
Vice President and General Manager, Turbocharging Systems, and
from 1995 to 1997, he was Director of Product Development and
Technical Excellence at AlliedSignal. Mr. Sohi received his
Bachelor of Science degree in Mechanical and Aerospace
Engineering from the University of Missouri, a Doctor of Science
degree in Mechanical Engineering from Washington University and
a Master of Business Administration from the University of
Pennsylvania’s Wharton School of Business.
Vote Required
The election to the Board of Directors of Dr. Cunningham,
Ms. Siegel and Mr. Sohi will require the affirmative
vote of a plurality of the votes cast by the holders of shares
of common stock present in person or represented by proxy at the
Annual Meeting. In tabulating the vote, abstentions and broker
non-votes, if any, will not affect the outcome of the vote on
the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
ELECTION OF EACH NAMED NOMINEE TO SERVE AS A CLASS II
DIRECTOR.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Audit Committee has selected and the Board of Directors has
ratified the selection of KPMG LLP as our independent auditors
for the fiscal year ending January 31, 2006 and has further
directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual
Meeting. Representatives of KPMG LLP are expected to be present
at the Annual Meeting, will have an opportunity to make a
statement if they so desire and will be available to respond to
appropriate questions.
Stockholder ratification of the selection of KPMG LLP as our
independent auditors is not required by our By-laws or
otherwise. However, the Board of Directors is submitting the
selection of KPMG LLP to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to
ratify the selection, the Audit Committee and the Board of
Directors will reconsider whether or not to retain that firm.
Even if the selection is ratified, the Audit Committee and the
Board of Directors in their discretion may direct the
appointment of different independent auditors at any time during
the year if they determine that such a change would be in the
best interests of the Company and our stockholders.
Vote Required
The ratification of the appointment of auditors will require the
affirmative vote of a majority of shares of common stock present
in person or represented by proxy at the Annual Meeting. In
determining whether this proposal receives the requisite number
of affirmative votes, abstentions will be counted and will have
the same effect as a vote against the proposals; broker
non-votes will be disregarded and will have no effect on the
outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2006.
President, Chief Executive Officer and Chairman of the Board
2001
2007
George T. Haymaker, Jr.
67
Lead Director
2003
2007
Class II Directors:
William H. Cunningham
61
Director
2003
2005
Laurie Siegel
49
Director
2004
2005
Mohsen Sohi
46
Director
2004
2005
Class III Directors:
Laurence M. Berg
39
Director
2003
2006
Henry D. G. Wallace
59
Director
2003
2006
Richard F. Wallman
53
Director
2003
2006
(1)
Directors’ terms of office are scheduled to expire at the
annual meeting of stockholders to be held in the year indicated.
Laurence M. Berg is a Senior Partner with Apollo
Management, L.P., which, together with its affiliates, serves as
managing general partner of the Apollo Investment Funds. Prior
to becoming associated with Apollo in 1992, Mr. Berg was a
member of the Mergers and Acquisitions Department of Drexel
Burnham Lambert Incorporated. Mr. Berg is a director of
Educate, Inc., a provider of educational services, Resolution
Performance Products, Inc., a provider of epoxy resins and
Rent-A-Center Inc., an operator of rent-to-own stores.
Mr. Berg received his Master of Business Administration
from the Harvard Business School and received his Bachelor of
Science degree in Economics from the University of
Pennsylvania’s Wharton School of Business.
Curtis J. Clawsonserves as our President, Chief
Executive Officer and Chairman of the Board and has held such
positions since August 2001 (President and Chief Executive
Officer) and September 2001 (Chairman). From 1999 to July 2000,
Mr. Clawson was President and Chief Operating Officer of
American National Can. Mr. Clawson has 12 years of
experience in the automotive industry. He began his career in
automotive-related businesses at Arvin Industries where he spent
9 years, from 1986 to 1995, including: (i) a position
as General Manager of the business unit that supplied Arvin
exhaust products; (ii) tenures in sales and marketing; and
(iii) tenures in production and plant management. From 1995
until the time that he joined American National Can,
Mr. Clawson worked for AlliedSignal, Inc. as President of
AlliedSignal’s Filters (Fram) and Spark Plugs (Autolite)
Group, a $500 million automotive components business, and
then President of AlliedSignal’s Laminate Systems Group.
Mr. Clawson earned his Bachelor of Science and Bachelor of
Arts degrees from Purdue University and a Master of Business
Administration from Harvard Business School. He is fluent in
Spanish and French.
George T. Haymaker, Jr. serves as our Lead
Director. Mr. Haymaker has been non-executive Chairman of
the Board of Kaiser Aluminum Corporation since October 2001.
Mr. Haymaker served as Chairman of the Board and Chief
Executive Officer of Kaiser Aluminum Corporation from January
1994 until January 2000, and as non-executive Chairman of the
Board of Kaiser Aluminum Corporation from January 2000 through
May 2001. From May 1993 to December 1993, Mr. Haymaker
served as President and Chief Operating Officer of Kaiser
Aluminum Corporation. Mr. Haymaker also is a director of
Flowserve Corporation, a provider of valves, pumps and seals and
SCP Pool Corporation, a distributor of swimming pool products.
Mr. Haymaker received his Bachelor of Science degree and
Master of Science degree in Industrial Management from the
Massachusetts Institute of Technology and a Master of Business
Administration from the University of Southern California.
Henry D. G. Wallace was employed by Ford Motor
Company from 1971 until his retirement in 2001.
Mr. Wallace’s last position with Ford was as the Group
Vice President, Mazda & Asia Pacific Operations. Before
serving Ford in this capacity, Mr. Wallace occupied a
number of different positions, including Group Vice President
and Chief Financial Officer (2000); Vice President, European
Strategic Planning and Chief Financial Officer, Ford of Europe,
Inc.; President and Chief Executive Officer, Mazda Motor
Corporation; and President, Ford Venezuela. Mr. Wallace is
a director of Diebold, Inc., a provider of ATM, security and
electronic voting systems, Ambac Financial Group, Inc., a
financial services company and Lear Corporation, an automotive
components supplier. Mr. Wallace received a Bachelor of
Arts degree in Economics from the University of Leicester.
Richard F. Wallman was employed by Honeywell
International, Inc. from 1999 until his retirement in 2003.
Mr. Wallman’s last position with Honeywell was as
Senior Vice President and Chief Financial Officer. From 1995 to
1999, Mr. Wallman held the same position at AlliedSignal,
Inc., until its merger with Honeywell. Before joining
AlliedSignal, Mr. Wallman occupied a number of different
positions with IBM Corporation, Chrysler Corporation and Ford
Motor Company. Mr. Wallman is a director of Ariba, Inc., a
software company, Avaya, Inc. a networking and
telecommunications company, ExpressJet Holdings, Inc., a
regional airline and Lear Corporation, an automotive components
supplier. Mr. Wallman received his Bachelor of Science
degree in Electrical Engineering from Vanderbilt and a Master of
Business Administration from the University of Chicago.
Biographical information for Dr. Cunningham,
Ms. Siegel and Mr. Sohi is provided on page 4 in
the section identifying them as nominees for election as
Class II Directors.
Which of the directors have been deemed to be independent by
our Board of Directors?
Our Board of Directors has determined that each of
Messrs. Berg, Cunningham, Haymaker, Sohi, Wallace and
Wallman and Ms. Siegel meet the independence requirements
of the Nasdaq listing standards. It is the practice of the
independent members of our Board of Directors to meet on a
regular basis.
How often did the Board of Directors meet during the fiscal
year ending January 31, 2005?
During the fiscal year ending January 31, 2005, the Board
of Directors held nine meetings. Each of the current directors
attended at least 75% of the aggregate meetings of the Board of
Directors and the respective committees of the Board of
Directors on which the director served that were held during the
period for which the director was a director or a committee
member.
It is our policy that directors are invited and encouraged to
attend our annual meetings. All of our directors attended our
2004 annual meeting.
Does the Board of Directors have a Lead Director?
Yes. George T. Haymaker, Jr. currently serves as our Lead
Director, whose duties and authority include, among others, the
following:
•
Coordinate the activities of the independent directors;
•
Coordinate the agenda and preside at meetings of the independent
directors;
•
Serve as a liaison between the Chief Executive Officer and the
independent directors;
•
Communicate, along with the Chairman of the Compensation
Committee of the Board of Directors, the results of the Board of
Directors’ evaluation of the Chief Executive Officer to the
Chief Executive Officer;
•
Serve as an ex officio member of each committee of the Board of
Directors and serve in place of any committee members who are
absent at committee meetings;
•
Participate with the Nominating and Corporate Governance
Committee in the annual assessment of the Board of
Directors’ performance;
Consult with the Chairman of the Board of Directors in the
preparation of an annual Board of Directors’ Master
Agenda; and
•
Consult with the Chairman of the Nominating and Corporate
Governance Committee and the Chairman of the Board of Directors
with respect to the assignment of directors to committees of the
Board of Directors.
Yes. In January 2004 our Board of Directors adopted a code of
business conduct and ethics which sets forth the standards of
behavior expected of our employees, officers and directors. A
copy of this code of business conduct is available at our
corporate website at http://www.hayes-lemmerz.com/ investorkit/
html/ codeofethicsbusiness.html. This code of business conduct
is designed to deter wrongdoing and to promote, among other
things:
•
Respect for the rights of fellow employees and all third parties;
•
Fair dealing with our customers, suppliers, competitors and
employees;
•
Avoidance of conflicts of interest;
•
Compliance with all applicable laws and regulations, including
insider trading laws and laws prohibiting discrimination or
harassment, whether based upon sex, age, race, color, religion,
national origin, disability or any other characteristic;
•
Maintenance of a safe and healthy work environment;
•
The honest and accurate recording and reporting of financial and
other information;
•
The protection and proper use of our assets and confidential
information; and
•
The reporting of any violations of applicable laws or
regulations, the code or any of our policies to our appropriate
officers.
Does the Company have a Code of Ethics for Chief Executive
and Senior Financial Officers?
Yes. In January 2004 our Board of Directors adopted a code of
ethics for our chief executive and senior financial officers. A
copy of this code of ethics is available on our corporate
website at
http://www.hayes-lemmerz.com/investorkit/html/codeofethicssenior.html.
Any material change to, or waiver from, this code of ethics will
be disclosed on our website within five business days after such
change or waiver. This code of ethics requires each of these
officers to, among other things:
•
Avoid situations in which their own interests conflict, or may
appear to conflict, with the interests of the Company and to
promptly disclose any actual or apparent conflicts of interest
to our General Counsel;
•
Work to ensure that we fully, fairly and accurately disclose
information in a timely and understandable manner in all reports
and documents that we file or submit to the SEC and in other
public communications made by us; and
•
Comply with applicable laws, rules and regulations that govern
the conduct of our business and report any suspected violations
of the code to the Audit Committee of the Board of Directors.
How do stockholders communicate with the Board of
Directors?
The Board of Directors has established a process to receive
communications from stockholders. Stockholders may contact any
member (or all members) of the Board of Directors (or the
non-management directors as a group) or any committee of the
Board of Directors by mail or electronically. To communicate
with the Board of Directors, any individual director or any
group or committee of directors, correspondence should be
addressed to the Board of Directors or any such individual
director or group or committee of
directors by either name or title. All such correspondence
should be sent “c/o Corporate Secretary” at 15300
Centennial Drive, Northville, Michigan48168. To communicate
with any of our directors electronically, stockholders should
send an email message to directors@hayes-lemmerz.com or go to
our corporate websitewww.hayes-lemmerz.com. Under the heading
“Investor Kit/ Communication with our Board” you will
find an on-line form that may be used for writing an electronic
message to any member (or all members) of the Board of Directors
or any committee of the Board of Directors. Please follow the
instructions on our website to send your message.
All communications received as set forth in the preceding
paragraph will be opened by the office of our General Counsel
for the sole purpose of determining whether the contents
represent a message to our directors. Any contents that are not
in the nature of advertising, promotions of a product or
service, or patently offensive material will be forwarded
promptly to the addressee. In the case of communications to the
Board of Directors or any group or committee of directors, the
General Counsel’s office will make sufficient copies of the
contents to send to each director who is a member of the group
or committee to which the correspondence or e-mail is addressed.
What are the standing committees of the Board of
Directors?
The Board of Directors has an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee is responsible for providing assistance to
our Board of Directors in fulfilling its legal and fiduciary
obligations with respect to matters involving the accounting,
auditing, financial reporting, internal control and legal
compliance functions of the Company and our subsidiaries. These
responsibilities include overseeing the following:
•
the integrity of our financial statements;
•
our compliance with legal and regulatory requirements;
•
our independent auditors’ qualifications and
independence; and
•
the performance of our independent auditors and our internal
audit function.
The Audit Committee is also responsible for producing an annual
report required by the SEC to be included in our annual proxy
statement.
The current members of our Audit Committee are Richard F.
Wallman (Chairman), Laurie Siegel and Mohsen Sohi. During the
fiscal year ended January 31, 2005, the members of our
Audit Committee were Richard F. Wallman (Chairman), William H.
Cunningham and Mohsen Sohi. Each such person is an independent
director under Nasdaq listing standards. The Audit Committee
held 17 meetings during the fiscal year ending
January 31, 2005.
Our Board of Directors has determined that Mr. Wallman is
qualified as an “audit committee financial expert” as
that term is defined in the applicable SEC rules and in
satisfaction of the applicable Nasdaq audit committee
requirements.
evaluating the compensation provided to our directors;
•
conducting the annual evaluation by our Board of Directors of
the Chief Executive Officer;
•
evaluating the performance of all other executive
officers; and
•
setting the compensation level of our Chief Executive Officer
and all of our other executive officers based on an evaluation
of each executive’s performance in light of the goals and
objectives of our executive compensation plans.
The members of our Compensation Committee are William H.
Cunningham (Chairman), Laurence M. Berg, Laurie Siegal and Henry
D. G. Wallace, each of whom is an independent director under the
Nasdaq listing standards. The Compensation Committee held ten
meetings during the fiscal year ending January 31, 2005.
The responsibilities of the Nominating and Corporate Governance
Committee include the following:
•
recommending individuals qualified to serve as directors of the
Company to the Board of Directors for the approval by a majority
of the independent directors;
•
recommending to the Board of Directors, directors to serve on
committees of the Board of Directors;
•
advising the Board of Directors with respect to matters relating
to the composition, procedures and committees of the Board of
Directors;
•
developing and recommending to the Board of Directors a set of
corporate governance principles applicable to the Company and
overseeing corporate governance matters generally; and
•
overseeing the evaluation of individual directors and the Board
of Directors as a whole.
The Current members of our Nominating and Corporate Governance
Committee are Henry D. G. Wallace (Chairman), Laurence M. Berg,
William H. Cunningham and Richard F. Wallman. During the fiscal
year ended January 31, 2005, the members of our Nominating
and Corporate Governance Committee were Henry D. G. Wallace
(Chairman), Laurence M. Berg, Laurie Siegel and Richard F.
Wallman. Each such person is an independent director under the
Nasdaq listing standards. The Nominating and Corporate
Governance Committee held three meetings during the fiscal year
ending January 31, 2005.
The Nominating and Corporate Governance Committee will consider
director candidates recommended by stockholders. In considering
candidates submitted by stockholders, the Nominating and
Corporate Governance Committee will take into consideration the
needs of the Board of Directors and the qualifications of the
candidate. The Nominating and Corporate Governance Committee may
also take into consideration the number of shares held by the
recommending stockholder and the length of time that such shares
have been held. To propose a candidate to be considered by the
Nominating and Corporate Governance Committee, a stockholder
must submit the recommendation in writing and must include the
following information:
•
The name of the stockholder and evidence of the person’s
ownership of our common stock, including the number of shares
owned and the length of time of ownership; and
•
The name of the candidate, the candidate’s resume or a
listing of his or her qualifications to be a director of the
Company and the person’s consent to be named as a director
if selected by the Nominating and Corporate Governance Committee
and nominated by the Board of Directors.
The stockholder recommendation and information described above
must be addressed to our Corporate Secretary at 15300 Centennial
Drive, Northville, Michigan48168, and must be received by our
Corporate Secretary not less than 120 days prior to the
anniversary date of our most recent annual meeting of
stockholders. If, however, we did not hold an annual meeting the
previous year, or if the date of the annual meeting to which the
recommendation applies has been changed by more than
30 days from the anniversary date of our most recent annual
meeting of stockholders, then the recommendation and information
must be received not later than the close of business on the
10th day following the day on which notice of the date of the
meeting is mailed or public disclosure of the date of the
meeting is made, whichever occurs first.
All director candidates recommended by the Nominating and
Corporate Governance Committee must be consistent with the Board
of Directors’ criteria for selecting directors. These
criteria include the possession of such knowledge, experience,
skills, expertise and diversity so as to enhance the Board of
Directors’ ability to manage and direct the affairs and
business of the Company, including, when applicable, to enhance
the ability of committees of the Board of Directors to fulfill
their duties and/or to satisfy any independence requirements
imposed by law, regulation or Nasdaq listing requirement. In
addition, the Nominating and Corporate Governance Committee
examines, among other things, a candidate’s ability to make
independent analytical inquiries, understanding of our business
environment, potential conflicts of interest, independence from
management and the Company, integrity and willingness to devote
adequate time and effort to responsibilities associated with
serving on the Board of Directors.
The Nominating and Corporate Governance Committee identifies
potential nominees by asking current directors and executive
officers to notify the Committee if they become aware of
persons, meeting the criteria described above, who have had a
change in circumstances that might make them available to serve
on the Board of Directors — for example, retirement as
a senior executive of a public company — especially
business experience in the automotive or other manufacturing
industries. The Nominating and Corporate Governance Committee
also, from time to time, may engage firms that specialize in
identifying director candidates. As described above, the
Committee will also consider candidates recommended by
stockholders.
Once a person has been identified by the Nominating and
Corporate Governance Committee as a potential candidate, the
Committee may collect and review publicly available information
regarding the person to assess whether the person should be
considered further. If the Nominating and Corporate Governance
Committee determines that the candidate warrants further
consideration, the Chairman or another member of the Committee
contacts the person. Generally, if the person expresses a
willingness to be considered and to serve on the Board of
Directors, the Nominating and Corporate Governance Committee
requests information from the candidate, reviews the
person’s accomplishments and qualifications, including in
light of any other candidates that the Committee might be
considering, and conducts one or more interviews with the
candidate. In certain instances, Committee members may contact
one or more references provided by the candidate or may contact
other members of the business community or other persons that
may have greater first-hand knowledge of the candidate’s
accomplishments. The Committee’s evaluation process does
not vary based on whether or not a candidate is recommended by a
stockholder, although, as stated above, the Board of Directors
may take into consideration the number of shares held by the
recommending stockholder and the length of time that such shares
have been held.
Who are the current executive officers?
The following table contains the names and ages of our current
executive officers and their positions, followed by a
description of their business experience during the past five
years. All positions shown are with us or our subsidiaries
unless otherwise indicated. All executive officers are appointed
by the Board of Directors and serve at its pleasure. There are
no family relationships among any of the executive officers, and
there is no arrangement or understanding between any of the
executive officers and any other person pursuant to which he
was selected as an officer. Each individual below is a
U.S. citizen and the business address of each individual is
15300 Centennial Drive, Northville, Michigan48168.
Vice President, Human Resources and Administration
Edward W. Kopkowski
43
Vice President — President, North American Wheels,
Commercial Highway and Operational Excellence
Brian J. O’Loughlin
48
Vice President, Information Technology and Chief Information
Officer
John A. Salvette
49
Vice President, Business Development
Daniel M. Sandberg
46
Vice President, Global Materials and Logistics; President,
Automotive Brake and Powertrain Components
James A. Yost
56
Vice President, Finance and Chief Financial Officer
Biographical information for Mr. Clawson is provided on
page 6 in the section identifying him as a Class I
Director.
Fred Bentley, Vice President —
President, International Wheels has held this position since he
was appointed in June of 2003. Mr. Bentley joined the
Company in October of 2001 as President of the Commercial
Highway and Aftermarket business. He is a Six Sigma Black Belt,
has a solid background of operations strategy, lean
manufacturing, leadership of global businesses and business
repositioning. Prior to joining the Company, he was Managing
Director for Honeywell’s Holts European and South Africa
automotive after-market operations. In addition, while at
Honeywell, Mr. Bentley also served as Heavy Duty Filter
(FRAM) General Manager and Plant Manager for operations in
Greenville, Ohio and Clearfield, Utah. Before joining Honeywell
in 1995, Mr. Bentley worked in various capacities at Frito
Lay, Inc. (PepsiCo) for a total of eight years. Mr. Bentley
earned his Bachelor of Science degree in Industrial Engineering
from the University of Cincinnati, Ohio, and a Master’s of
Business Administration from the University of Phoenix. He also
attended the Harvard Business School Advanced Management Program.
Patrick C. Cauley, Vice President, General Counsel
and Secretary, previously served as Assistant General Counsel.
Prior to joining the Company in 1999, Mr. Cauley served as
a partner at the Detroit based law firm of Bodman LLP, where he
engaged in all aspects of corporate practice, including mergers
and acquisitions, commercial lending and financing, tax and real
estate transactions. Mr. Cauley earned his Bachelor of
Science degree in Business Administration, with a major in
Accounting and his Juris Doctor degree from the University of
Michigan. Mr. Cauley is also a Certified Public Accountant.
Scott T. Harrison, Vice President —
President, Suspension Components, joined the Company in 2001
from Fisher Scientific, Inc. where he was most recently a Vice
President and General Manager of the Lab Equipment Group. Prior
to joining Fisher Scientific, Mr. Harrison held various
positions of increasing responsibility at General Motor’s
Delco Chassis Division, at Arvin Industries and at AlliedSignal.
At AlliedSignal, Mr. Harrison directed the Six Sigma
program in the Filters and Spark Plugs Strategic Business Unit
and was later responsible for global spark plug (Autolite)
manufacturing. Mr. Harrison has a strong record of lean
implementation, productivity improvement and team building. He
holds a Bachelor of Science degree in Electrical Engineering
from Ohio State University and a Master’s of Science degree
in Electrical Engineering from the University of Dayton, Ohio.
Mr. Harrison has 13 years of experience in the
automotive industry.
Larry Karenko, Vice President, Human Resources and
Administration, is responsible for worldwide Public Relations,
Communication and Advertising, Philanthropy, Corporate Risk,
Health, Safety and Environmental, Corporate Travel, and Fleet
Administration. Mr. Karenko joined the Company in 1994 as
Corporate Vice President of Human Resources and became Vice
President of Human Resources and Administration after the
acquisition of CMI in February 1999. Prior to joining the
Company, Mr. Karenko held the lead human resources position
in the Powertrain Products Group and the Chassis Products Group
at Federal Mogul, Inc., where he worked from 1979 to 1994.
Before that, Mr. Karenko served as an employment
representative and a wage and salary analyst at Newport News
Shipbuilding and, also, personnel manager for Kal-Equipment
Corporation in Otsego, Michigan, a manufacturer of automotive
test equipment. Mr. Karenko received a Bachelor of Science
degree in Labor and Industrial Relations from Michigan State
University.
Edward W. Kopkowski, Vice President —
President, North American Wheel, Commercial Highway and
Operational Excellence, joined the Company in 2002 as Vice
President, Operational Excellence, was appointed President,
Commercial Highway and Aftermarket Services in April 2003 and to
his current position in October 2004. He served immediately
prior to joining the Company as Founder and President of Kopko
Associates, Ltd., a consulting firm offering corporate clients
guidance in the deployment and use of world class operational
improvement methods. Prior to that time, he was Vice President
of Modular Products and Operating Excellence at Pilkington PLC
(formerly Libbey-Owens-Ford) in Toledo, Ohio. Additionally,
Mr. Kopkowski was Plant Manager at Bosch Braking Systems
machining and assembly plant in Ashland, Ohio. Before that, he
successfully served in a variety of management roles in
operations and engineering at AlliedSignal Braking Systems and,
earlier in his career, Bendix Automotive Brake Systems, in both
South Bend, Indiana and St. Joseph, Michigan. Mr. Kopkowski
received his Bachelor of Science in Mechanical Engineering from
Purdue University, and his Master’s of Arts degree in
Management from Nazareth College in Kalamazoo, Michigan. He is
also a licensed Professional Engineer in the State of Michigan
and an ASQ Certified Quality Engineer.
Brian J. O’Loughlin, Vice President,
Information Technology and Chief Information Officer, joined the
Company in 2002 from Revlon, Inc., where he served as Chief
Information Officer. In this position, Mr. O’Loughlin
was responsible for building Revlon’s global Information
Technology (“IT”) function comprising 240
professionals across 18 countries. He oversaw a major IT
reorganization that introduced a centralized infrastructure
based on technical standards, reliable architecture, and high
levels of customer support. While serving as Chief Information
Officer at Revlon, Mr. O’Loughlin created a unified
support structure for a diverse IT environment. In earlier
positions at Revlon, Mr. O’Loughlin worked as a Vice
President of Applications Development, Director of
Systems & Programming and a Project Manager. Prior to
Revlon, he spent four years in the industry as a consultant.
Mr. O’Loughlin has also held information systems
management positions with Congoleum Corporation and A.M.
International. Mr. O’Loughlin holds a Bachelor of
Science degree in Business Administration from Ramapo College in
New Jersey.
John A. Salvette, Vice President, Business
Development, is responsible for the Equipment and Engineering
Division and is in charge of directing the Company’s
corporate strategy. After serving in various financial positions
with Rockwell International’s Automotive Operations in
Winchester, Kentucky and serving as Vice President and Chief
Financial Officer of Stahl Manufacturing, an automotive supplier
in Redford, Michigan, Mr. Salvette joined Kelsey-Hayes in
1990 as Controller for the North American Aluminum Wheel
Business Unit. From May 1993 to January 1995, Mr. Salvette
served as Director of Investor Relations and Business Planning
and, from February 1995 to June 1997, as Corporate Treasurer to
the Company. From July 1997 to January 1999, Mr. Salvette
was Group Vice President of Finance of Hayes Lemmerz Europe.
Following the acquisition of CMI International in February 1999,
Mr. Salvette was appointed Vice President of Finance, Cast
Components Group. Mr. Salvette received a Bachelor of Arts
degree in Economics from the University of Michigan in 1977 and
a Master of Business Administration from the University of
Chicago in 1979.
Daniel M. Sandberg, Vice President, Global
Materials and Logistics; President, Automotive Brake and
Powertrain Components, was appointed President of Automotive
Brakes in February 1999 and Powertrain Components in October
2001 and Vice President, Global Materials and Logistics on
June 1, 2005. Mr. Sandberg joined the Company in April
1994 as Vice President, General Counsel and Secretary. From 1996
to 1999, he served as Vice President of International
Operations, General Counsel and Secretary. At the
time, in addition to the Company’s legal function, he was
responsible for coordinating non-big 3 customer sales
activity internationally and developing a divestiture and/or
acquisition strategy for all of the Company’s minority
owned joint ventures. He received his Bachelor of Arts degree in
Economics and his Juris Doctor degree from the University of
Michigan. Mr. Sandberg has 11 years of experience in
the automotive industry.
James A. Yost, Vice President, Finance and Chief
Financial Officer, joined the Company in 2002, after retiring
from Ford Motor Company in 2001 where he most recently served as
Vice President of Corporate Strategy. He also held positions as
Vice President and Chief Information Officer, Executive Director
of Corporate Finance, General Auditor and Executive Director of
Finance Process and Systems Development, Finance Director of
Ford Europe and Controller of Autolatina (South America) during
his 27-year career. Mr. Yost graduated with a Bachelor of
Engineering Science degree in Computer Science from the Johns
Hopkins University in Baltimore, Maryland. He also received a
Masters of Business Administration in Finance from the
University of Chicago.
On December 5, 2001, our predecessor company, Hayes Lemmerz
International, Inc., 30 of our wholly owned domestic
subsidiaries and one of our wholly owned Mexican subsidiaries
filed voluntary petitions under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court in the
District of Delaware. Each of the executives named above other
than Edward W. Kopkowski, Brian J. O’Loughlin and James A.
Yost was an officer of some or all these entities at the time of
these filings. Pursuant to our plan of reorganization, we
emerged from bankruptcy on June 3, 2003.
How many shares of common stock do our directors, executive
officers, and largest stockholders own?
Based on the most recent information made available to us, the
following table sets forth certain information regarding the
ownership of our common stock as of May 30, 2005 by:
(a) each director and nominee for director named in
“Proposal 1 — Election of Directors”;
(b) each of the executive officers and individuals named in
the Summary Compensation Table; (c) all of our executive
officers and directors as a group; and (d) each person, or
group of affiliated persons, known to us to be beneficial owners
of 5% or more of our common stock as of such date. A person
generally “beneficially owns” shares if he has either
the right to vote those shares or dispose of them. More than one
person may be considered to beneficially own the same shares. In
the table below, unless otherwise noted, and subject to
community property laws where applicable, a person has sole
voting and dispositive power for those shares shown as
beneficially owned by such person.
All current directors and executive officers as a group
(17 persons)
825,998
2.2
%
*
Less than one percent (1%).
(1)
Unless otherwise indicated, the address of each person named in
the table is Hayes Lemmerz International, Inc., 15300 Centennial
Drive, Northville, Michigan48168. This table is based upon the
Company’s books and records, information supplied by
officers, directors and principal stockholders and Schedules 13D
and 13G, if any, filed with the SEC. Applicable percentages are
based on 37,869,556 outstanding shares on May 30, 2005,
adjusted as required by rules promulgated by the SEC.
(2)
The following table indicates those individuals named in the
table above whose total number of beneficially owned shares
include shares of restricted stock, restricted stock units or
shares subject to
options that are either currently vested or exercisable or upon
which all restrictions have lapsed or will become vested or
exercisable or all such restrictions will lapse within
60 days of May 30, 2005:
All current directors and executive officers as a group
(17 persons)
529,734
95,724
(3)
Information reflected in this table and the notes thereto with
respect to AP Wheels, LLC is based on the Schedule 13D/ A,
dated July 1, 2004, filed by AP Wheels, LLC on July 5,2004, except that the number of shares issuable upon conversion
of preferred stock of HLI Operating Company, Inc. was calculated
by the Company based on the holdings of such preferred stock
reported on such Schedule 13D/ A. The number of shares
beneficially owned by AP Wheels, LLC includes 90,363 shares
issuable upon conversion within 60 days of May 30,2005 of the 17,823 shares of preferred stock of HLI
Operating Company, Inc., an indirect subsidiary of Hayes Lemmerz
International, Inc. reported as held by AP Wheels, LLC and
30,492 shares issuable upon exercise of Series A
Warrants held by AP Wheels, LLC that are currently exercisable
or are exercisable within 60 days of May 30, 2005. The
members of AP Wheels, LLC are Apollo Investment Fund V,
L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands
Partners V (A), L.P., Apollo Netherlands Partners V (B), L.P.
and Apollo German Partners V GmbH & Co. KG. Apollo
Management V, L.P. serves as the day-to-day manager of AP
Wheels, LLC and its members. Apollo Advisors V, L.P. is the
general partner of each of the members of AP Wheels, LLC. AIF V
Management, Inc. is the general partner of Apollo
Management V, L.P. Apollo Capital Management V, Inc.
is the general partner of Apollo Advisors V, L.P.
Messrs. Leon Black and John Hannan, are the executive
officers and directors of AIF V Management, Inc. and Apollo
Capital Management V, Inc. The address of AP Wheels, LLC
and each of the other Apollo entities identified in the
foregoing is Two Manhattanville Road, Purchase, NY10577. The
address of Messrs. Black and Hannan is 1301 Avenue of the
Americas, 38th Floor, New York, NY10019. The Apollo entities
identified in the foregoing, other than AP Wheels, LLC, and
Messrs. Leon Black and John Hannan, each disclaim
beneficial ownership of the shares beneficially owned by AP
Wheels, LLC.
(4)
Information reflected in this table and the notes thereto with
respect to Atticus Capital, L.L.C. is based on the
Schedule 13G/ A, dated December 31, 2004, filed by
Atticus Capital, L.L.C. on February 14, 2005. The amount
set forth consists of shares with respect to which Atticus
Capital, L.L.C. has sole voting power and sole dispositive power
and with respect to which Timothy R. Barakett has shared voting
power and shared dispositive power. Mr. Barakett is the
Managing Member of Atticus Capital L.L.C. Atticus Capital and
Mr. Barakett each disclaim beneficial ownership of such
shares. The address of Atticus Capital and Mr. Barakett is
152 West 57th Street, 45th Floor, New York, NY10019.
(5)
Information reflected in this table and the notes thereto with
respect to Perry Corp. is based on the Schedule 13G, dated
December 31, 2004, filed by Perry Corp. on February 8,2005. The amount set forth consists of shares with respect to
which Perry Corp. has sole voting power and sole dispositive
power and with respect to which Richard C. Perry may be deemed
to have sole voting power and sole dispositive power.
Mr. Perry is the President and sole stockholder of Perry
Corp. Mr. Perry disclaims any beneficial
ownership interest of such shares held by any funds for which
Perry Corp. acts as the general partner and/or investment
advisor, except for that portion of such shares that relates to
his economic interest in such shares. The address of Perry Corp.
and Mr. Perry is 599 Lexington Avenue, New York, NY10022.
(6)
Information reflected in this table and the notes thereto with
respect to Deutsche Bank AG is based on the Schedule 13G/
A, dated December 31, 2004, filed by Deutsche Bank AG on
February 9, 2005. The amount set forth consists of
2,239,820 shares with respect to which Deutsche Bank AG,
London Branch has sole voting power and sole dispositive power
and 10,980 shares with respect to which Deutsche Bank
Alternative Trading, Inc. has sole voting power and sole
dispositive power. The address of Deutsche Bank AG is
Taununsanlage 12, D-60325, Franfurt am Main, Germany.
(7)
Information reflected in this table and the notes thereto with
respect to Amalgamated Gadget, L.P. is based on the
Schedule 13G/A, dated December 31, 2004, filed by
Amalgamated Gadget, L.P. on February 11, 2005, except that
number of shares issuable upon conversion of preferred stock of
HLI Operating Company, Inc. was calculated by the Company based
on the holdings of such preferred stock reported on such
Schedule 13G/A. The amount set forth consists of shares
with respect to which Amalgamated Gadget, L.P., Scepter
Holdings, Inc, and Geoffrey Raynor have sole voting power and
sole dispositive power. The number of shares reported as
beneficially owned by Amalgamated Gadget, L.P. includes
50,375 shares issuable upon conversion within 60 days
of May 30, 2005 of the 9,936 shares of preferred stock
of HLI Operating Company, Inc. reported as held by Amalgamated
Gadget. Scepter Holdings, Inc. is the general partner of
Amalgamated Gadget, L.P. and Mr. Raynor is the President
and sole shareholder of Scepter Holdings, Inc. The address of
Amalgamated Gadget, L.P. is 301 Commerce Street,
Suite 2975, Fort Worth, Texas76012.
(8)
Information reflected in this table and the notes thereto with
respect to Credit Suisse First Boston is based on the
Schedule 13G, dated December 31, 2004, filed by Credit
Suisse First Boston on February 14, 2005. The amount set
forth consists of shares with respect to which Credit Suisse
First Boston has shared voting power and shared dispositive
power. The address of Credit Suisse First Boston is
Uetlibergstrasse 231, P.O. box 900, CH 8070 Zurich, Switzerland.
(9)
Mr. Berg is a Senior Partner of Apollo Management, L.P. and
of Apollo Advisors, L.P., the general partner of each of the
members of Apollo Management, L.P. Mr. Berg disclaims
beneficial ownership of any shares beneficially owned by AP
Wheels, LLC.
Section 16(a) of the Exchange Act requires our directors
and executive officers, and persons who own more than ten
percent of a registered class of our equity securities, to file
with the SEC initial reports of ownership and reports of changes
in ownership of our common stock and other equity securities.
Officers, directors and greater than ten percent stockholders
are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no
other reports were required, during the fiscal year ended
January 31, 2005, all Section 16(a) filing
requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
How are our top executives compensated?
Compensation of Named Executive Officers
The following tables set forth information regarding the
compensation with respect to fiscal 2004 of our Chief Executive
Officer and our four other most highly compensated officers as
of January 31, 2005 (our “Named Executive
Officers”) plus one former officer for whom disclosure is
required under SEC rules. The
following summary compensation table sets forth certain
information concerning compensation for services in all
capacities awarded to, earned by or paid to our Named Executive
Officers for fiscal 2004, 2003 and 2002.
The bonus amounts set forth in this column include special
retention bonuses, performance bonuses and retention bonuses, as
set forth in the following table. Special retention bonuses were
paid in 2001, when the Named Executive Officers were hired. If
the employment of a Named Executive Officer receiving a special
retention bonus is terminated by the Company for cause or by the
officer without good reason within three years from the date of
his employment, the officer is required to repay to the Company
a pro rata portion of the after-tax amount of the special
retention bonus. This column reflects the amount of the special
retention bonus that is no longer subject to forfeiture The
retention bonuses paid in 2003 were paid pursuant to our
Critical Employee Retention Plan (which was approved by the
Bankruptcy
Court as part of our plan of reorganization) and were earned,
subject to continued employment, upon our emergence from
Chapter 11, which occurred on June 3, 2003.
SEC rules do not require the reporting of perquisites and other
personal benefits to the extent that the aggregate amount of
such compensation is the lesser of either $50,000 or 10% of the
total annual salary and bonus reported for the Named Executive
Officer.
(3)
The amounts in this column are based on the value of the
restricted shares or restricted share units on the date of grant
and represent both shares of restricted stock which vested with
respect to 50% of the respective grants on June 3, 2004 and
which will vest with respect to the other 50% on June 3,2005 and restricted stock units, one third of which vest on
July 28, 2006 and the remainder of which vest on
July 28, 2007 (in each case generally subject to continued
employment). The aggregate value of the restricted stock and
restricted stock units held by our named executive officers as
of January 31, 2005 (based on a closing price of
$8.02 per share) and the portion of each executive’s
holdings which consist of restricted stock and restricted stock
units (excluding the shares that vested on June 3, 2004) is
set forth in the following table:
If declared by the Company, dividends would be paid on shares of
restricted stock but would not be paid on restricted stock
units. However, the Compensation Committee may in its discretion
determine that cash, common stock or other property equal in
value to the amount of any dividends on common stock will be
paid with respect to any restricted stock units. No such
determination has been made to date.
(4)
Amounts in this column represent payments made pursuant to our
restructuring performance bonus program. The Restructuring
Performance Bonus was approved by the Bankruptcy Court on
May 30, 2002 and was designed to provide incentives to a
limited group of the most senior critical employees for
increasing the enterprise value of the organization above an
established baseline.
Except as set forth in footnote 14, amounts set forth in
this column represent Company contributions made to the
executive’s account under the Company’s qualified and
nonqualified defined contribution pension plans.
(6)
Includes, among other perquisites, $66,921 of relocation costs
paid or reimbursed by the Company.
Includes, among other perquisites, $72,587 of relocation costs
paid or reimbursed by the Company.
(9)
For 2004 includes, among other perquisites, $232,649 in tax
equalization payments for 2004. For 2003 includes, among other
perquisites, a cash payment of $122,438 to cover certain costs
related to Mr. Bentley’s relocation to and living
expenses in Königswinter, Germany and $143,618 in tax
equalization payments. Certain amounts in this column were paid
in euros and have been converted into dollars at an exchange
rate of $1.25 to
€1.00.
(10)
Mr. Edie has resigned as Vice President, Materials and
Logistics effective June 1, 2005, but will remain employed
with the Company in a non-executive capacity through
June 15, 2005.
(11)
Includes, among other perquisites, $18,496 of long term
disability insurance premiums and $40,896 of relocation costs
paid or reimbursed by the Company.
(12)
Mr. Stegemiller retired from his position as Vice
President — President, North American Wheels on
October 14, 2004. He has remained employed with the Company
in a non-executive capacity.
(13)
Includes $299,429 paid in connection with
Mr. Stegemiller’s retirement from his position as Vice
President — President, North American Wheels, in
addition to the amounts described in footnote 5.
Stock Options and Stock Appreciation Rights
No stock options or stock appreciation rights were granted to
any of our Named Executive Officers during the last fiscal year.
None of our Named Executive Officers exercised any options or
stock appreciation rights during the last fiscal year and at the
end of the last fiscal year none of our Named Executive Officers
had any in-the-money options or stock appreciation rights based
on the closing price of our shares on January 31, 2005 of
$8.02. The following table sets forth the number of shares of
our common stock underlying unexercised options at the end of
the last fiscal year.
The following table sets forth certain information regarding our
equity compensation plans as of January 31, 2005:
Number of securities
Number of securities
to be issued upon
Weighted-average
remaining available for
exercise of
exercise price of
future issuance under
outstanding options,
outstanding options,
equity compensation plans
warrants and
warrants and rights
(excluding securities
Plan category
rights(a)
(b)
reflected in column (a))(c)
Equity compensation plans approved by security holders(1)
3,127,639
(2)
$
13.91
(3)
677,857
(4)
Equity compensation plans not approved by security holders
—
—
—
Total
3,127,639
13.91
677,857
(1)
Includes Critical Employee Retention Plan and Long Term
Incentive Plan.
(2)
Consists of 1,837,924 options and 1,289,715 shares of
restricted stock and restricted stock units.
(3)
Weighted average exercise price includes 1,857,924 options and
excludes 1,289,715 shares of restricted stock and
restricted stock units, which do not have an exercise price.
(4)
Includes only Long Term Incentive Plan. No securities remain
available for future issuance under the Critical Employee
Retention Plan.
Other Compensation and Benefits
Our Named Executive Officers receive medical, group life
insurance and other benefits (including matching contributions
under our 401(k) Plan) that are available generally to all of
our salaried employees. Our Named Executive Officers participate
in our salaried employees retirement plans, which are qualified
under Section 401(a) of the Code, and receive certain other
perquisites. Our Named Executive Officers also participate in
our supplemental employee retirement plan (which is not
qualified under Section 401(a) of the Code).
Employment Contracts, Termination of Employment and
Change-of-Control Arrangements
We entered into separate employment agreements with
Messrs. Clawson, Yost, Harrison, Bentley and Edie in
connection with their appointment as officers. Each employment
agreement is for a continuous term of two years, extending one
additional day for each day that the Named Executive Officer is
employed by us. The annual salaries for Messrs. Clawson,
Yost, Harrison and Bentley are currently $799,245, $385,560,
$283,823 and $227,586, respectively, to be reviewed annually,
and may be increased, but not decreased, by the Compensation
Committee of our Board of Directors. Mr. Stegemiller
retired from his position as Vice President —
President, North American Wheels on October 14, 2004,
although he remains employed by the Company in a non-executive
capacity. At that time his existing employment agreement was
terminated and a new agreement was entered into with respect to
his new role at the Company. Mr. Edie resigned as Vice
President, Materials and Logistics effective June 1, 2005.
Our Named Executive Officers are entitled to be reimbursed for
their reasonable out-of-pocket expenses, participate in our
benefit plans and receive customary perquisites.
Mr. Clawson’s employment agreement provides that he
will be nominated to serve on our board of directors. In
connection with his relocation to Königswinter, Germany,
Mr. Bentley receives Company-paid housing, tax equalization
payments and certain other benefits.
Upon a change of control (as defined in the employment
agreements), each Named Executive Officer is entitled to an
immediate payment of all earned but unpaid compensation and a
pro rata bonus payment for the current fiscal year under any
bonus plan for which he is then eligible.
The employment agreements provide that each Named Executive
Officer whose employment with us is terminated during the term
of the employment agreements (i) by us without cause, or
(ii) by the Named
Executive Officer with good reason, is entitled to receive:
(a) earned but unpaid compensation, less any payment
previously made in respect of such amount; (b) the product
of the individual’s base salary, his bonus percentage and
the fraction of the current fiscal year expired at the time of
such termination, less any payments previously made in respect
of such amounts; and (c) one year’s base salary (two
years’ salary and bonus, at 60% of base salary, in the case
of Mr. Clawson). The employment agreements also provide
that our Named Executive Officers are entitled to have us:
(i) continue for up to one year (two years, in the case of
Mr. Clawson) all welfare benefit programs, such as medical
and life, provided by us and our affiliated companies;
(ii) pay or provide any other amounts incurred prior to the
date of termination, or benefits required or permitted under any
of our programs or agreements; (iii) provide key executive
level outplacement services; and (iv) transfer title to
vehicles used by the Named Executive Officers.
In addition, the employment agreements provide that each Named
Executive Officer whose employment with us is terminated on or
following a change in control and during the term of the
employment agreements, other than: (i) by us for cause;
(ii) by reason of death or disability; or (iii) by the
Named Executive Officer without good reason, is entitled to
receive: (a) earned but unpaid compensation, less any
payment previously made in respect of such amount; (b) the
product of the individual’s base salary, his bonus
percentage and the fraction of the current fiscal year expired
at the time of such termination, less any payments previously
made in respect of such amounts upon such change of control;
(c) two times the sum of (x) the individual’s
base salary and (y) the product of his base salary and his
bonus percentage (60% bonus percentage, in the case of
Mr. Clawson); and (d) $100,000 (except in the case of
Mr. Clawson). The employment agreements also provide that
the Named Executive Officers are entitled to have us:
(i) continue for up to two years all welfare benefit
programs, such as medical and life, provided by us and our
affiliated companies; (ii) pay or provide any other amounts
incurred prior to the date of termination, or benefits required
or permitted under any of our programs or agreements;
(iii) provide key executive level outplacement services;
and (iv) pay the Named Executive Officers’ legal
expenses relating to a dispute under the employment agreements.
The employment agreements also contain provisions regarding
termination of employment upon disability, death, and other
certain circumstances. In addition, if any payments or benefits
paid to our Named Executive Officers under the employment
agreements or any other plan, arrangement or agreement with us
are subject to the federal excise tax on excess parachute
payments or any similar state or local tax, or any interest or
penalties are incurred with respect thereto, we will pay to the
Named Executive Officer an additional amount so that the net
amount retained by the Named Executive Officer after deduction
or payment of those taxes will be as if no such tax, interest or
penalty was imposed.
Director Compensation
Each of our non-employee directors receives an annual cash
retainer of $40,000 as compensation for his or her service as a
director. The annual cash retainer of the lead director,
currently Mr. Haymaker, is $80,000. Our non-employee
directors receive additional cash compensation for their service
on committees of the Board of Directors in the annual amount of
$5,000 for members of the Compensation Committee and the
Nominating and Corporate Governance Committee and $10,000 for
members of the Audit Committee. The chairperson of each
committee receives twice the standard amount per committee
chaired, in lieu of the standard amount. The chairperson of an
additional special committee received a one-time payment of
$10,000 during 2004. Further, all non-employee directors receive
an additional $1,000 per Board of Directors meeting and
committee meeting that he or she attends. In addition, if any of
our non-employee directors is asked to perform services for the
Company in his or her capacity as a director, such director will
be paid $5,000 per day for such services. To date, no such
services have been requested by the Company.
Each of our non-employee directors is eligible to receive grants
of restricted stock units and options to purchase shares of our
common stock under our Long Term Incentive Plan. The stock
options and restricted stock units granted to our non-employee
directors vest one-third on the date of grant, one-third after
one year and one-third after two years. During the 2004 fiscal
year, Ms. Siegel received grants of 5,347 options and 8,021
restricted stock units and Mr. Sohi received grants of
5,435 options and 8,152 restricted stock units.
Messrs. Berg, Cunningham, Haymaker, Wallace and Wallman did
not receive any grants of options or restricted stock units
during fiscal 2004.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
ON EXECUTIVE COMPENSATION(1)
Our executive compensation program presently is administered by
the four-member Compensation Committee of the Board of Directors
set forth below. None of these Compensation Committee members
are employed by us, and each is an independent director under
the Nasdaq listing standards.
Executive Compensation Policies
The objectives of our executive compensation policies are to
attract, retain and reward executive officers who contribute to
our success, to align the financial interests of executive
officers with our performance, to strengthen the relationship
between executive pay and stockholder value, to motivate
executive officers to achieve our business objectives and to
reward individual performance. Our executive compensation
package consists of three components: base salary and related
benefits; short term incentive program; and long term incentive
program in the form of stock options and awards of restricted
stock units, which units, at our option, are convertible into
cash or shares of common stock on the date of conversion.
The first component of our executive compensation package is
base salary and related benefits. Each executive officer
receives a base salary and benefits based on competitive
compensation information and his responsibilities and
performance. The second component of our executive compensation
package is a bonus program. Generally, the Compensation
Committee, together with our management, establishes objectives
at the beginning of the year. At the end of each year, the
Compensation Committee reviews management’s and the
Company’s achievement against those objectives and
recommends a bonus based on the achievement of those objectives.
The third component of our executive compensation package is
long-term incentives in the form of stock options and awards of
restricted stock units, which we believe are important as an
incentive tool designed to more closely align the interests of
our executive officers with the long-term interests of our
stockholders and to encourage our executive officers to remain
with the Company.
Our stock option plans have been established to provide certain
of our employees with an opportunity to share, along with our
stockholders, in our long-term performance. The Long Term
Incentive Plan provides for the grant of incentive stock
options, stock options that do not qualify as incentive stock
options, restricted shares of common stock, and restricted stock
units (collectively, “awards”). The number of shares
of our common stock reserved for awards under the Long Term
Incentive Plan is 3,734,554 (subject to adjustment in certain
circumstances). Any officers, directors and key employees of
Hayes and its subsidiaries are eligible to be designated a
participant in the Long Term Incentive Plan.
Section 162(m) Policy
Section 162(m) of the Internal Revenue Code of 1986, as
amended, generally provides that publicly held companies may not
deduct compensation paid to certain of its top executive
officers to the extent such compensation exceeds $1 million
per officer in any year. However, pursuant to regulations issued
by the Treasury Department, certain limited exceptions to
Section 162(m) apply with respect to
“performance-based compensation.” Awards granted under
our Long Term Incentive Plan are intended to constitute
qualified performance-based compensation eligible for such
exceptions, and we will continue to monitor the applicability of
Section 162(m) to our ongoing compensation arrangements.
The Compensation Committee will, in general, seek to qualify
compensation paid to our executive officers for deductibility
under Section 162(m), although the Compensation Committee
believes it is appropriate to retain the flexibility to
authorize payments of compensation that may not qualify for
deductibility if, in the Compensation Committee’s judgment,
it is in the Company’s best interest to do so.
1
The material in this report is not “soliciting
material,” is not deemed “filed” with the SEC,
and is not to be incorporated by reference into any filing of
the Company under the Securities Act of 1933 or the Exchange Act
of 1934, whether made before or after the date hereof and
irrespective of any general incorporation language in such
filing.
The Compensation Committee determines the compensation level of
Curtis J. Clawson, our President, Chief Executive Officer and
Chairman of the Board. Such compensation is set by the
Compensation Committee with due regard to industry practice,
competitive salary information, executive performance and
current market conditions. In addition, Mr. Clawson
participates in the same executive compensation programs
available to other of our executive officers.
Effective September 1, 2004, the amount of
Mr. Clawson’s base salary was increased from $792,754
set in 2003, to $799,245, based on our 2004 results and his
individual performance with respect to meeting previously
established performance objectives.
In addition to his base salary, Mr. Clawson is eligible to
receive an annual cash bonus in connection with our Short Term
Incentive Plan. In 2004, payments of bonuses under this plan
were linked to our Adjusted EBITDA, operating cash flows and
achievement of individual goals and objectives. Based on these
measures, in fiscal 2004 Mr. Clawson was paid a cash bonus
of $636,183.
The Compensation Committee has determined that for fiscal 2005,
bonuses under the Short Term Incentive Plan will be linked to
Adjusted EBIT rather than Adjusted EBITDA. The Compensation
Committee believes that this measure more accurately reflects
the performance of the Company and each business unit by taking
into account the costs of the capital assets used in the
business.
Compensation Committee
William H. Cunningham (Chairman)
Laurence M. Berg
Laurie Siegel
Henry D. G. Wallace
Compensation Committee Interlocks and Insider
Participation
The members of the Compensation Committee during fiscal 2004
were William H. Cunningham (Chairman), Laurence M. Berg, Laurie
Siegel and Henry D. G. Wallace. None of the members of the
Compensation Committee during fiscal 2004: (i) was an
officer or employee of the Company or any of its subsidiaries,
(ii) was formerly an officer of the Company or any of its
subsidiaries or (iii) had any relationship requiring
disclosure by us under the SEC’s rules requiring disclosure
of related party transactions, except as set forth in Certain
Relationships and Related Transactions on page 27 with
respect to Mr. Berg.
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS(1)
The Audit Committee is comprised of three outside directors, all
of whom are independent under Rule 4200(a)(14) of the
Nasdaq listing standards.
The Audit Committee has reviewed and discussed our audited
financial statements for the fiscal year ending January 31,2005 with management and with our independent auditors, KPMG
LLP. The Audit Committee has discussed with KPMG LLP the matters
required to be discussed by Statement on Auditing Standards
No. 61 relating to the conduct of the audit. The Audit
Committee has received the written disclosures and the letter
from KPMG LLP required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, and
has discussed with KPMG LLP their independence.
1
The material in this report is not “soliciting
material,” is not deemed “filed” with the SEC,
and is not to be incorporated by reference into any filing of
the Company under the Securities Act of 1933 or the Exchange Act
of 1934, whether made before or after the date hereof and
irrespective of any general incorporation language in such
filing.
The Audit Committee has considered the compatibility of the
provision of non-audit services with maintaining the
auditor’s independence.
Based on the Audit Committee’s review of the audited
financial statements and the review and discussions described in
the foregoing paragraph, the Audit Committee recommended to the
Board of Directors that the audited financial statements for the
fiscal year ended January 31, 2005 be included in our
Annual Report on Form 10-K for the fiscal year ended
January 31, 2005 for filing with the SEC.
Audit Committee
Richard Wallman (Chairman)
Laurie Siegel
Mohsen Sohi
AUDIT FEES AND PRE-APPROVAL POLICIES
The following table presents fees for professional services
rendered by KPMG LLP for the audit of our annual financial
statements for fiscal 2004 and fiscal 2003 and fees billed for
audit-related services, tax services and all other services
rendered by KPMG LLP for fiscal 2004 and fiscal 2003.
2004
2003
Audit Fees
$
3,909,000
$
3,208,000
Audit-Related Fees(1)
67,000
154,000
Tax Fees(2)
210,000
608,000
All Other Fees
1,000
—
Total
$
4,187,000
$
3,970,000
(1)
Aggregate fees billed for assurance and related services that
were reasonably related to the performance of the audit or
review of our consolidated financial statements, which have not
been included in “Audit Fees.” These services
primarily include accounting and financial reporting
consultations, due diligence and the audit of employee benefit
plans.
(2)
Aggregate fees billed for professional services rendered for tax
compliance, tax advice and tax planning, including preparation
of tax forms and consulting for domestic and foreign taxes.
The Audit Committee reviews, and in its sole discretion
pre-approves, our independent auditors’ annual engagement
letter including proposed fees and all audit and non-audit
services provided by the independent auditors. Accordingly, all
services described under “Audit Related Fees,”“Tax Fees” and “All Other Fees” were
pre-approved by our Audit Committee. The Audit Committee may not
engage the independent auditors to perform the non-audit
services proscribed by law or regulation. The Audit Committee
may delegate pre-approval authority to a member of the Audit
Committee, and authority delegated in such manner must be
reported at the next scheduled meeting of the Audit Committee.
The following graph shows the change in our cumulative total
stockholder return for the period from June 10, 2003, the
date upon which market data for shares of our common stock
became available following our emergence from bankruptcy on
June 3, 2003, through the end of our fiscal year ending
January 31, 2005, based upon the market price of our common
stock, compared with the cumulative total return on the Nasdaq
National Market and publicly traded peer group companies in the
automotive industry. The graph assumes a total initial
investment of $100 as of June 10, 2003, and shows a
“Total Return” that assumes reinvestment of dividends,
if any, and is based on market capitalization at the beginning
of each period. The performance on the following graph is not
necessarily indicative of future stock price performance.
Peer Group:
•
Amcast Industrial Corp.
•
American Axle & Manufacturing Holdings, Inc.
•
ArvinMeritor, Inc.
•
Dana Corp.
•
INTERMET Corp.
•
Superior Industries International, Inc.
•
Tenneco Automotive, Inc.
•
Tower Automotive, Inc.
•
Wescast Industries Inc.
1
The material in this performance measurement comparison is not
“soliciting material,” is not deemed “filed”
with the SEC, and is not to be incorporated by reference into
any filing of the Company under the Securities Act of 1933 or
the Exchange Act of 1934, whether made before or after the date
hereof and irrespective of any general incorporation language in
such filing.
Board of Directors. Under our plan of reorganization,
upon our emergence from bankruptcy, holders of certain claims
received distributions of shares of our common stock. The
lenders under our Third Amended and Restated Credit Agreement,
dated as of February 3, 1999 (the “Prepetition Credit
Agreement”) collectively received approximately 53% of our
common stock upon our emergence from bankruptcy, and the former
holders of our 11.875% senior notes due 2006 collectively
received an aggregate of approximately 45% of our common stock
upon our emergence from bankruptcy (including approximately
18.1% received by AP Wheels, LLC and approximately 9.5% received
by Amalgamated Gadget). Each of AP Wheels, LLC, the
administrative agent under our Prepetition Credit Agreement, the
ad hoc committee of lenders under the Prepetition Credit
Agreement and the former holders of our 11.875% senior
notes due 2006 designated members of our initial board of
directors. Other than Mr. Clawson, who was appointed in
September 2001, Ms. Siegel, who was appointed in April 2004
and Mr. Sohi, who was appointed in May 2004, all of our
board members were newly appointed members upon our emergence
from bankruptcy.
Pursuant to our plan of reorganization, two members of our board
of directors, Mr. Berg and former director
Steve Martinez, were selected by AP Wheels, LLC, and one
member, Mr. Haymaker, was selected by the mutual agreement
of AP Wheels, LLC, our Prepetition Agent and the ad hoc
committee of lenders under the Prepetition Credit Agreement. AP
Wheels, LLC’s selections were made with the advice and
participation of the former holders of our former
11.875% senior notes due 2006 that expressed an interest to
AP Wheels, LLC in participating in the selection process based
upon their respective holdings of such notes and the number of
shares of our common stock they received under our plan of
reorganization.
AP Wheels, LLC Registration Rights. In connection with
our February 2004 primary offering of approximately
7.7 million shares of common stock, including approximately
1.3 million shares to cover over-allotments, and a
secondary offering of 2.0 million shares of our common
stock by a selling stockholder, AP Wheels, LLC, we entered into
a registration agreement with AP Wheels, LLC that provided for,
among other things, certain registration rights to which AP
Wheels, LLC was entitled, lock-up agreements entered into by
members of our Board of Directors, certain of our executive
officers and AP Wheels, LLC, the sharing of expenses relating to
the offering, and the resignation of one of Messrs. Berg or
Martinez from our Board of Directors. Pursuant to the
registration rights agreement, AP Wheels, LLC was responsible
for a portion of the actual costs, fees and expenses of the
independent certified public accountants and our counsel and a
portion of all other expenses that we incurred, directly in
connection with the offering, other than the fees and expenses
of the financial advisor retained by a special committee of our
Board of Directors in connection with the offering, the
registration and filing fees, printing and copying fees and
travel expenses for our personnel. Pursuant to the registration
rights agreement, Mr. Martinez resigned from our Board of
Directors upon the closing of the offering.
In connection with our February 2004 offering, we also granted
AP Wheels, LLC certain additional registration rights with
respect to shares of our common stock owned by AP Wheels, LLC.
Specifically, AP Wheels, LLC will be entitled to two demand
registrations, each of which will require us to register under
the Securities Act at least one million shares of our common
stock owned by AP Wheels, LLC. One of these demands may be a
demand for a “shelf registration” under the Securities
Act. On March 24, 2005, AP Wheels, LLC exercised its demand
rights for a “shelf registration” under the Securities
Act. Pursuant to this demand, on May 6, 2005 we filed a
registration statement on Form S-3 with
U.S. Securities and Exchange Commission with respect to
3,470,372 shares of common stock held by AP Wheels, LLC or
issuable upon the exercise of our Series A Warrants or
conversion of Series A Preferred Stock of our subsidiary,
HLI Operating Company, Inc., held by AP Wheels, LLC. On
May 19, 2003 we amended the registration statement to
change the number of shares being registered to 3,469,567.
Pursuant to the terms of the registration rights agreement, we
are required to keep the registration open for 180 days
following the date on which the registration statement becomes
effective. The registration statement became effective on
May 20, 2005.
In addition, AP Wheels, LLC will be entitled to unlimited
“piggyback” registration rights, which will allow it
to register its shares of our common stock in connection with
any registration statement filed with respect to other shares of
our common stock. Subject to certain exceptions, we have agreed
to pay for certain
reasonable expenses incurred in connection with such
registrations in an amount up to $750,000. In connection with
such registration rights, AP Wheels, LLC has also agreed that
Mr. Berg will offer to resign from our Board of Directors
when AP Wheels, LLC owns less than one million shares of our
common stock.
Other than those transactions described above, since
February 1, 2004, there has not been, nor is there
currently proposed, any other transaction or series of similar
transactions to which we were or are to be a party in which the
amount involved exceeds $60,000 and in which any director,
executive officer or holder of more than 5% of our common stock,
or an immediate family member of any of the foregoing, had or
will have a direct or indirect interest other than compensation
arrangements, which are described above.
OTHER MATTERS
The Board of Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. If any other
matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
on such matters in accordance with their best judgment.
No person is authorized to give any information or to make any
representation not contained in this Proxy Statement, and, if
given or made, such information or representation should not be
relied upon as having been authorized. This Proxy Statement does
not constitute the solicitation of a proxy, in any jurisdiction,
from any person to whom it is unlawful to make such proxy
solicitation in such jurisdiction. The delivery of this Proxy
Statement shall not, under any circumstances, imply that there
has not been any change in the information set forth herein
since the date of the Proxy Statement.
ADDITIONAL INFORMATION
The Securities and Exchange Commission has adopted rules that
permit companies and intermediaries such as brokers to satisfy
delivery requirements for proxy statements with respect to
multiple stockholders sharing the same address by delivering a
single proxy statement addressed to those stockholders. This
process of “householding” potentially provides extra
convenience for stockholders and cost savings for companies. The
Company and some brokers household proxy materials, delivering a
single proxy statement to multiple stockholders sharing an
address unless contrary instructions have been received from the
affected stockholders. Once you have received notice from your
broker or us that they or we will be householding materials to
your address, householding will continue until you are notified
otherwise or until you revoke your consent. If, at any time, you
no longer wish to participate in householding and would prefer
to receive a separate proxy statement, or if you are receiving
multiple copies of the proxy statement and wish to receive only
one, please notify your broker if your shares are held in a
brokerage account or us if you hold registered shares. You can
notify us by sending a written request to 15300 Centennial
Drive, Northville, Michigan48168 or by calling Investor
Relations at 734-737-5162.
A copy of our Annual Report to the SEC on Form 10-K for the
fiscal year ended January 31, 2005 has been included within
the package of materials sent to you as well as a copy of our
2004 Annual Report to Stockholders. We will furnish any
exhibit to the Annual Report on Form 10-K upon the request
of a stockholder of record for a fee limited to the
Company’s reasonable expenses in furnishing such exhibit.
Request for exhibits to the Annual Report on Form 10-K
should be directed to the Corporate Secretary at
15300 Centennial Drive, Northville, Michigan48168.
Proxy Solicited on Behalf of the Board of Directors
The undersigned stockholder hereby appoints Patrick C. Cauley and
Steven Esau, or any of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes any of them to represent and to vote, as
provided on the reverse side hereof, all of the Common Stock of Hayes Lemmerz
International, Inc. which the undersigned, as of May 31, 2005, the Record Date
for the Annual Meeting, is entitled to vote at the Annual Meeting of
Stockholders to be held on July 27, 2005 or any adjournment or postponement
thereof. This proxy will be voted “FOR” Items 1 and 2 if no instruction to the
contrary is indicated. If any other business is properly presented at the
meeting, this proxy will be voted in accordance with the recommendation of the
Board of Directors. Should a director nominee be unable or unwilling to serve,
or the Board of Directors determines for good cause such director should not
serve as a director, the persons named in this proxy reserve the right, in
their discretion, to vote for a substitute nominee designated by the Board of
Directors.
IMPORTANT — This Proxy is continued on the reverse side.
Please sign and date on the reverse side and return today.
Address Change/Comments (Mark the corresponding box on the reverse side)
/\FOLD AND DETACH HERE/\
THIS PROXY, WHEN PROPERLY EXECUTED AND TIMELY RETURNED,
WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ITEMS 1 AND 2.
This proxy will be voted “FOR” items 1 and 2 if no instruction to the contrary
is indicated. If any other business is properly presented at the
meeting, this proxy will be voted in accordance with the recommendation of the
Board of Directors.
Please
Mark Here
for Address Change or Comments SEE REVERSE SIDE
o
WITHHOLD
1.
Election of Class II
Directors:
01 William H. Cunningham 02 Laurie Siegel 03
Moshen Sohi
FOR all nominees listed at
left (except as
marked to the contrary)
AUTHORITY to vote for all nominees
listed at left
o
o
(INSTRUCTION: To withhold authority to vote for
any individual nominee, write that nominee’s name
in the space below.)
2.
Proposal to
ratify the
appointment of
KPMG LLP as
independent
auditors for the
Company for its
fiscal year ending
January 31, 2006:
FOR o
AGAINST o
ABSTAIN o
Dated:
, 2005
Signature
Signature
Please sign exactly as name appears
on this proxy. When shares are held
by joint owners, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give title as such. If a
corporation or a partnership, an
authorized person should sign.
/\FOLD AND DETACH HERE/\
YOUR VOTE IS IMPORTANT!
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ITEMS 1 AND 2.
PLEASE SIGN, DATE AND RETURN THE ABOVE PROXY CARD
TODAY USING THE POSTAGE-PAID ENVELOPE PROVIDED,
WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING.
Dates Referenced Herein and Documents Incorporated by Reference