UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed
pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Hayes Lemmerz International, Inc.
(Name
of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
420781304
(CUSIP Number)
November 6, 2006
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing
information
which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the Following Pages)
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
TCM Spectrum Fund LP
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
334,095
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
334,095
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
334,095
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
0.3%
12.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
TCM Spectrum Fund (Offshore) Ltd.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
1,862,277
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,862,277
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,862,277
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
1.8%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
TCM Select Opportunities Master Fund Ltd.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
1,165,264
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,165,264
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,165,264
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
1.2%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
TCM Select Opportunities Fund (Offshore) Ltd.
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
1,165,264
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,165,264
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,165,264
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
1.2%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
TCM Crossways Fund LP
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
119,450
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
119,450
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
119,450
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
0.1%
12.
|
TYPE OF REPORTING PERSON*
|
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Partners Group Alternative Strategies PCC Limited
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
1,055,033
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,055,033
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,055,033
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
1.0%
12.
|
TYPE OF REPORTING PERSON*
|
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
IBS (MF) Ltd. In Respect of Trobb Capital Series
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
379,796
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
379,796
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
379,796
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
0.4%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Troob Capital Management LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
453,545
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
453,545
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
453,545
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
0.4%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Troob Capital Management (Offshore) LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
3,027,541
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
3,027,541
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,027,541
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
3.0%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Troob Capital Advisors LLC
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
1,920,129
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
1,920,129
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,920,129
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
1.9%
12.
|
TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Douglas M. Troob
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
5,401,215
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
5,401,215
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
5,401,215
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
5.4%
12.
|
TYPE OF REPORTING PERSON*
|
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.
|
NAMES OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Peter J. Troob
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0
5,401,215
7.
|
SOLE DISPOSITIVE POWER
|
0
8.
|
SHARED DISPOSITIVE POWER
|
5,401,215
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
5,401,215
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
|
|
EXCLUDES CERTAIN
SHARES*
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
5.4%
12.
|
TYPE OF REPORTING PERSON*
|
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a).
|
NAME OF ISSUER:
|
Hayes Lemmerz International, Inc. (“Issuer”)
ITEM 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES:
|
15300 Centennial Drive
Northville, Michigan 48168
ITEM 2(a).
|
NAME OF PERSON
FILING
:
|
The names of the persons filing this statement on Schedule 13G
are:
|
•
|
TCM Spectrum Fund LP (“Domestic
Fund”),
|
|
•
|
TCM Spectrum Fund (Offshore) Ltd. (“Spectrum
Offshore Fund”),
|
|
•
|
TCM Select Opportunities Fund (Offshore) Ltd.
(“Select Offshore Fund”),
|
|
•
|
TCM Select Opportunities Master Fund Ltd. (“Select
Master Fund”),
|
|
•
|
TCM Crossways Fund LP (“TCM
Crossways”),
|
|
•
|
Partners Group Alternative Strategies PCC Limited
(“Partners Group”),
|
|
•
|
IBS (MF) Ltd. In Respect of Troob Capital Series
(“IBS”),
|
|
•
|
Troob Capital Management LLC (“Management
LLC”),
|
|
•
|
Troob Capital Management (Offshore) LLC (“Offshore
Management LLC”),
|
|
•
|
Troob Capital Advisors LLC (“Advisors
LLC”),
|
The Domestic Fund, Spectrum Offshore Fund, Select Offshore Fund, Select
Master Fund, TCM Crossways, Partners Group, IBS, Management LLC, Offshore Management
LLC, Advisors LLC, Douglas Troob and Peter Troob shall be collectively referred to
herein as the “Reporting Persons.”
Management LLC is the managing general partner of each of Domestic Fund
and TCM Crossways. Offshore Management LLC is the investment manager of each of the
Spectrum Offshore Fund, Select Offshore Fund and the Select Master Fund. Advisors LLC
is the manager of the Issuer’s shares of Common Stock held by Partners Group and
IBS and other accounts it manages. Douglas Troob and Peter Troob are the managing
members of each of Management LLC, Offshore Management LLC and Advisors LLC.
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
|
The principal business address for each of the Domestic Fund, TCM
Crossways, Management LLC, Offshore Management LLC, Advisors LLC, Douglas Troob and
Peter Troob is 777 Westchester Avenue, Suite 203, White Plains, New York
10604.
The principal business address of each of the Spectrum Offshore Fund,
Select Offshore Fund and the Select Master Fund is Bank of Butterfield International
(Cayman) Ltd., Butterfield House, 68 Fort Street, George Town, Grand Cayman, Cayman
Islands.
The principal business address of Partners Group is c/o Partners Group
(Guernsey) Limited, Elizabeth House, Les Ruettes Braye, St Peter Port, Guernsey,
Channel Islands.
The principal business address of IBS is c/o Olympia Capital
International Inc., Williams House, 20 Reid Street, Hamilton HM 11, Bermuda.
Each of the Domestic Fund and TCM Crossways is a Delaware limited
partnership.
Each of the Spectrum Offshore Fund, Select Offshore Fund and Select
Master Fund is a Cayman Islands exempted company.
Each of Management LLC, Offshore Management LLC and Advisors LLC is a
Delaware limited liability company.
Partners Group is a company formed in the Channel Islands.
IBS is a company formed in Bermuda.
Each of Douglas Troob and Peter Troob is a citizen of the United
States.
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Common Stock, par value $.01 per share (the “Common
Stock”)
420781304
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS
A:
|
(a)
|
o
|
Broker or dealer registered under Section 15 of the
Exchange Act.
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Exchange
Act.
|
(c)
|
o
|
Insurance company defined in Section 3(a)(19) of the
Exchange Act.
|
(d)
|
o
|
Investment company registered under Section 8 of the
Investment Company Act.
|
(e)
|
o
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
|
(g)
|
o
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
|
(i)
|
o
|
A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
|
(j)
|
o
|
Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to Rule 13d-1(c), check this
box
x
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
The Domestic Fund beneficially owns 334,095 shares of Common
Stock.
The Spectrum Offshore Fund beneficially owns 1,862,277 shares of Common
Stock.
The Select Master Fund beneficially owns 1,165,264 shares of Common
Stock.
The Select Offshore Fund, as the controlling shareholder of the Select
Master Fund, beneficially owns 1,165,264 shares of Common Stock.
TCM Crossways beneficially owns 119,450 shares of Common
Stock.
Partners Group beneficially owns 1,055,033 shares of Common
Stock.
IBS beneficially owns 379,796 shares of Common Stock.
Management LLC is deemed to beneficially own the shares of Common Stock
beneficially owned by the Domestic Fund and TCM Crossways.
Offshore Management LLC is deemed to beneficially own the shares of
Common Stock beneficially owned by the Spectrum Offshore Fund, Select Offshore Fund and
the Select Master Fund.
Advisors LLC is deemed to beneficially own the shares of Common Stock
beneficially owned by the accounts it manages, which includes the shares of Common
Stock held by Partners Group, IBS, and an additional 485,300 shares of Common
Stock in accounts it seperately manages.
Douglas Troob and Peter Troob are deemed to beneficially own the shares
of Common Stock beneficially owned by Management LLC, Offshore Management LLC and
Advisors LLC.
Collectively, the Reporting Persons beneficially own 5,401,215 shares of
Common Stock.
The Domestic Fund’s beneficial ownership of 334,095 shares of
Common Stock represents 0.3% of all the outstanding shares of Common Stock.
The Spectrum Offshore Fund’s beneficial ownership of 1,862,277
shares of Common Stock represents 1.8% of all the outstanding shares of Common
Stock.
The Select Offshore Fund’s beneficial ownership (through the
Select Master Fund) of 1,165,264 shares of Common Stock represents 1.2% of all
outstanding shares of Common Stock.
The Select Master Fund’s beneficial ownership of 1,165,264 shares
of Common Stock represents 1.2% of all the outstanding shares of Common
Stock.
TCM Crossway’s beneficial ownership of 119,450 shares of Common
Stock represents 0.1% of all the outstanding shares of Common Stock.
Partners Group’s beneficial ownership of 1,055,033 shares of
Common Stock represents 1.0% of all the outstanding shares of Common Stock.
IBS’s beneficial ownership of 379,796 shares of Common Stock
represents 0.4% of all the outstanding shares of Common Stock.
Management LLC’s beneficial ownership of 453,545 shares of Common
Stock represents 0.4% of all the outstanding shares of Common Stock.
Offshore Management LLC’s beneficial ownership of 3,027,541 shares
of Common Stock represents 3.0% of all the outstanding shares of Common
Stock.
Advisors LLC’s beneficial ownership of 1,920,129 shares of Common
Stock represents 1.9% of all the outstanding shares of Common Stock.
Each of Douglas Troob’s and Peter Troob’s beneficial
ownership of 5,401,215 shares of Common Stock represents 5.4% of the outstanding shares
of Common Stock.
Collectively, the Reporting Persons’ beneficial ownership of
5,401,215 shares of Common Stock represents 5.4% of the outstanding shares of Common
Stock.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
Not applicable.
|
(ii)
|
Shared power to vote or to direct the vote of shares of
Common Stock:
|
The Domestic Fund, Management LLC, Douglas Troob and Peter Troob have
the shared power to vote or direct the vote of 334,095 shares of Common Stock owned by
the Domestic Fund.
The Spectrum Offshore Fund, Offshore Management LLC, Douglas Troob and
Peter Troob have the shared power to vote or direct the vote of 1,862,277 shares of
Common Stock beneficially owned by the Spectrum Offshore Fund.
The Select Master Fund, Select Offshore Fund, Offshore Management LLC,
Select Offshore Fund, Douglas Troob and Peter Troob have the shared power to vote or
direct the vote of 1,165,264 shares of Common Stock owned by the Select Master
Fund.
TCM Crossways, Management LLC, Douglas Troob and Peter Troob have the
shared power to vote or direct the vote of 119,450 shares of Common Stock owned by TCM
Crossways.
Partners Group, Advisors LLC, Douglas Troob and Peter Troob have the
shared power to vote or direct the vote of the 1,055,033 shares of Common Stock held in
an account for the Partners Group.
IBS, Advisors LLC, Douglas Troob and Peter Troob have the shared power
to vote or direct the vote of the 379,796 shares of Common Stock held in an account for
IBS.
Advisors LLC, Douglas Troob and Peter Troob may be deemed to have shared
power to vote or direct the vote of the 485,300 shares of Common Stock held
in accounts it seperately manages.
|
(iii)
|
Sole power to dispose or to direct the disposition of
shares of Common Stock:
|
Not applicable.
|
(iv)
|
Shared power to dispose or to direct the disposition of
shares of Common Stock:
|
The Domestic Fund, Management LLC, Douglas Troob and Peter Troob have
the shared power to dispose or to direct the disposition of the 334,095 shares of
Common Stock owned by the Domestic Fund.
The Spectrum Offshore Fund, Offshore Management LLC, Douglas Troob and
Peter Troob have the shared power to dispose or to direct the disposition of the
1,862,277 shares of Common Stock owned by the Spectrum Offshore Fund.
The Select Master Fund, Select Offshore Fund, Offshore Management LLC,
Select Offshore Fund, Douglas Troob and Peter Troob have the shared power to dispose or
to direct the disposition of the 1,165,264 shares of Common Stock owned by the Master
Fund.
TCM Crossways, Management LLC, Douglas Troob and Peter Troob have the
shared power to dispose or to direct the disposition of the 119,450 shares of Common
Stock owned by TCM Crossways.
Partners Group, Advisors LLC, Douglas Troob and Peter Troob have the
shared power to dispose or to direct the disposition of the 1,055,033 shares of Common
Stock held in an account for Partners Group.
IBS, Advisors LLC, Douglas Troob and Peter Troob have the shared power
to dispose or to direct the disposition of the 379,796 shares of Common Stock held in
an account for IBS.
Advisors LLC, Douglas Troob and Peter Troob may be deemed to have shared
power to dispose or to direct the disposition of the 485,300 shares of Common
Stock held in accounts it seperately manages.
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
|
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
|
Not applicable.
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
|
The Select Offshore Fund is the controlling shareholder of the Select
Master Fund.
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
|
See Exhibit B attached hereto.
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
By
signing below the undersigned certifies that, to the best of its or his knowledge and
belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is true,
complete, and correct.
TCM SPECTRUM FUND LP
|
By: Troob Capital Management LLC,
|
As General Partner
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
TCM SPECTRUM FUND (OFFSHORE) LTD
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD.
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM SELECT OPPORTUNITIES MASTER FUND LTD.
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM CROSSWAYS FUND LP
|
By: Troob Capital Management LLC,
|
As General Partner
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
TCM CAPITAL MANAGEMENT LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
|
|
|
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
TROOB CAPITAL ADVISORS LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob
|
|
|
|
|
|
/s/ Peter J. Troob
|
|
Peter J. Troob
|
|
|
|
|
|
PARTNERS GROUP ALTERNATIVE STRATEGIES PCC
LIMITED
|
By: Troob Capital Capital Advisors
LLC,
|
As Trading Advisor
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
IBS (MF) LTD. IN RESPECT OF TROOB CAPITAL
SERIES
|
|
|
By:
|
/s/ Didier Centis
|
|
Didier Centis, Chief Operating Officer
|
|
|
|
|
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Hayes Lemmerz International, Inc. dated as of November
16, 2007 is, and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
TCM SPECTRUM FUND LP
|
By: Troob Capital Management LLC,
|
As General Partner
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
TCM SPECTRUM FUND (OFFSHORE) LTD
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM SELECT OPPORTUNITIES FUND (OFFSHORE) LTD.
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM SELECT OPPORTUNITIES MASTER FUND LTD.
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Director
|
|
|
|
|
TCM CROSSWAYS FUND LP
|
By: Troob Capital Management LLC,
|
As General Partner
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
TCM CAPITAL MANAGEMENT LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
|
|
|
TROOB CAPITAL MANAGEMENT (OFFSHORE) LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
TROOB CAPITAL ADVISORS LLC
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob
|
|
|
|
|
|
/s/ Peter J. Troob
|
|
Peter J. Troob
|
|
|
|
|
|
PARTNERS GROUP ALTERNATIVE STRATEGIES PCC
LIMITED
|
By: Troob Capital Capital Advisors
LLC,
|
As Trading Advisor
|
|
|
|
By:
|
/s/ Douglas M. Troob
|
|
Douglas M. Troob, Managing Member
|
|
|
|
|
IBS (MF) LTD. IN RESPECT OF TROOB CAPITAL
SERIES
|
|
|
By:
|
/s/ Didier Centis
|
|
Didier Centis, Chief Operating Officer
|
|
|
|
|
|
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
TCM
Spectrum Fund LP
TCM
Spectrum Fund (QP) Fund LP
TCM
Spectrum Fund (Offshore) Ltd.
TCM
Select Opportunities Fund (Offshore) Ltd.
TCM
Select Opportunities Master Fund Ltd.
TCM
Crossways Fund LP
Partners Group Alternative Strategies PCC Limited
IBS
(MF) Ltd. In Respect of Troob Capital Series
Troob
Capital Management LLC
Troob
Capital Management (Offshore) LLC
Troob
Capital Advisors LLC
Douglas
M. Troob
Peter
J. Troob