exv4w1



 




EXHIBIT 4.1



HAYES LEMMERZ INTERNATIONAL, INC. SUBSCRIPTION FOR RIGHTS OFFERING





THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.




Hayes Lemmerz International, Inc. (the “Company”) is
conducting a rights offering (the “Rights Offering”) which
entitles the holders of shares of the Company’s common stock,
par value $.01 (the “Stock”), as of the close of business on
April 10, 2007 (the “Record Date”) to receive 1.3970 Rights
(each, a “Right”) for each share of Stock held of record on the
Record Date. Holders of Rights are entitled to subscribe for
and purchase one share of Stock for each Right (the “Basic
Subscription Right”) at a subscription price of $3.25 per
share.




For a more complete description of the terms and
conditions of the Rights Offering, please refer to the
Prospectus dated April ___, 2007 (the “Prospectus”), which is
incorporated herein by reference. Copies of the Prospectus are
available upon request from Innisfree M&A Incorporated toll
free (888) 891-1144.




I hereby irrevocably subscribe for the number of shares of
stock indicated on the form upon the terms and conditions
specified in the Prospectus relating thereto. Receipt of the
Prospectus is hereby acknowledged.



 










	Œ
	 	Signature: This form must be signed by the
registered holder(s) exactly as their name(s) appears on the
certificate(s) or by person(s) authorized to sign on behalf
of the registered holder(s) by documents transmitted
herewith.





	 	 	 	 	 	 	 
	X
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Stockholder

	 	 	Date
	 	 	Daytime Telephone #






	 	 	 	 	 	 	 
	X
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Stockholder

	 	 	Date
	 	 	Daytime Telephone #





 













			
	�
	SUBSTITUTE FORM W-9
	 











PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.



 










	 	 	 	 	 
	If the Taxpayer ID
Number printed
above is INCORRECT
OR if the space is
BLANK write in the
CORRECT number
here.

	 	à

	 	ooooooooo












Under penalties of perjury. I certify that:




1. The number shown on this form is my correct
taxpayer identification number (or I am waiting for
a number to be issued to me), and




2. I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup
withholding, and




3. I am a U.S. person (including a U.S. resident alien).




Certification instructions. You must cross out item
2 above if you have been notified by the IRS that
you are currently subject to backup withholding
because you have failed to report all interest and
dividends on your tax return.




	 	 	 
	Signature:

	 	Date:
	 




 











SEE INSTRUCTIONS ON THE REVERSE SIDE




	 	 	 
	Žo BASIC SHARES TO SUBSCRIBE

	 	oo
oo
oo

	 

	 	WHOLE SHARES
	 
	 	 
	�o OVER SUBSCRIPTION FOR SHARES

	 	ooo
ooo
	 

	 	WHOLE SHARES
	 
	 	 
	 
	 	 
	� ENCLOSED IS MY CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER
	FOR $___________________________________________________________






 

















‘




	 	 	 	 	 
	 

	 	 	 	 
	SUBSCRIPTION RIGHTS 

CERTIFICATE NUMBER

	 	 
	 	CUSIP NUMBER
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	NUMBER OF RIGHTS

	 	 
	 	RECORD DATE SHARES






HAYES LEMMERZ INTERNATIONAL, INC.

SUBSCRIPTION RIGHTS CERTIFICATE





	A.	 	Number of shares of Stock subscribed for through the basic subscription privilege (not to
exceed one share of Stock for each Right held): _____________________________________ shares of Stock.
	 
	B.	 	Number of shares of Stock subscribed for through the over subscription privilege (limited to the
number of shares of Stock subscribed for under the basic subscription, which must be fully
exercised): _____________________________________ shares of Stock.
	 
	C.	 	Total Subscription Price (sum lines A and B multiplied by $3.25): $ ______________________________
	 
	D.	 	Please enclose a certified or cashier’s check or money order payable to Mellon Investor Services
LLC (acting on behalf of Mellon Bank, N.A.).





 





Innisfree M&A Incorporated

Banks and brokers please call: (212) 750-5833

All others call toll free: (888) 750-5834




Our hours of operation are 9am to 6pm Monday through Friday,
and 10am to 2pm on Saturday




SUBSCRIPTION TO PURCHASE COMMON STOCK OF HAYES LEMMERZ INTERNATIONAL, INC.

RETURN TO: MELLON BANK, N.A. C/O MELLON INVESTOR SERVICES LLC




WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS




	 	 	 
	By Mail:

	 	By Overnight Courier or By Hand:
	 
	 	 
	Mellon Investor Services LLC

	 	Mellon Investor Services LLC
	Attn: Corporate Action Dept., 27th Floor

	 	Attn: Corporate Action Dept., 27th Floor
	P.O. Box 3448

	 	480 Washington Boulevard
	South Hackensack, NJ 07606

	 	Jersey City, NJ 07310





THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON MAY 21, 2007, UNLESS
EXTENDED, AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.








 









 











 




RESTRICTED AREA DO NOT

PRINT AND/OR WRITE IN THIS BLANK SPACE.






 




COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.





	Œ	 	Sign and date Box 1 and include your day time phone number.
	 
	�	 	PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a
U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the
corrected number in Box 2 and sign to certify. Please note that Mellon Investor Services may withhold 28% of your proceeds as required by the
IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a
non — U.S. Taxpayer, please complete and return form W-8BEN.
	 
	Ž	 	Place an X in the box and fill in the number of whole shares you wish to
subscribe for under your basic subscription privileges.
	 
	�	 	Place an
X in the box and fill in the number of whole shares you wish to subscribe for under your over-subscription
privilege. (Limited to the number of whole shares subscribed for
under your basic subscription privilege, which must
be fully exercised). You must fill in the number of shares you wish to subscribe for or your
over-subscription will not be filled and any payment in excess of the basic subscription price
will be refunded.
	 
	�	 	Insert the total amount of subscription fees for both your basic subscription and any
over-subscription. Fees must be paid by certified or cashier’s check or money order. Personal checks
will not be accepted.
	 
	‘	 	Rights card and calculation section for determining your basic/over-subscription
privileges.




 



THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER
THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OR
OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR
PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH
JURISDICTIONS.



THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON MAY 21, 2007, UNLESS EXTENDED,
AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.