SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~February~~June 211, 2007 (~~February~~May 1425, 2007) ~~Date of Report (Date of earliest event reported)~~

~~Hayes~~Date ~~Lemmerz~~of ~~International,~~Report ~~Inc.~~ (Date of earliest event reported)

~~(Exact~~Hayes ~~name~~Lemmerz ofInternational, ~~registrant as specified in its charter)~~Inc.

Delaware		000-50303		32-0072578_
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

HLI Operating Company, Inc.


Delaware	000-50303	32-0072578_

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~(Exact~~HLI ~~name~~Operating ofCompany, ~~registrant as specified in its charter)~~Inc.

Delaware		333-107539		30-0167742_
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

15300 Centennial Drive, Northville, Michigan 48168


Delaware	333-107539	30-0167742_

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code)


15300 Centennial Drive, Northville, Michigan		48168

(Address of principal executive offices)		(Zip Code)

(734) 737-5000 ~~(Registrant’s telephone number, including area code)~~

~~Not Applicable~~ (~~Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report~~code)

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~Applicable ~~the filing obligation of the registrant under any of the following provisions:~~

o(Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule 425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K ~~under~~filing ~~the~~is ~~Exchange~~intended ~~Act~~to ~~(17~~simultaneously satisfy ~~CFR~~the ~~240.14a-12)~~filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oTABLE ~~Pre-commencement~~OF ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~ CONTENTS

ITEM 2.01. Completion of Acquisition or Disposition of Assets.


	ITEM 1.01. Entry into a Material Definitive Agreement.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURES
Second Supplemental Indenture, dated as of May 25, 2007

OnTable February 14, 2007, HLI Operating Company, Inc. and HLI Suspension Holding Company, Inc., (together, the “Sellers”), both wholly owned subsidiaries of Hayes Lemmerz International, Inc. (the “Company”), completed the previously disclosed sale of all of the issued and outstanding shares of capital stock of Hayes Lemmerz International — Bristol, Inc., and Hayes Lemmerz International — Montague, Inc. (together, the “Suspension Subsidiaries”) to Diversified Machine, Inc. The Suspension Subsidiaries operated the Company’s aluminum suspension components business in North America through facilities located in Bristol, Indiana and Montague, Michigan. Contents

~~The~~ITEM ~~consideration received by the Sellers for the sale of the Suspension Subsidiaries was approximately $26.2 million and consisted of approximately $21.~~1 ~~million in cash plus the assumption of approximately $5~~.~~1 million of debt under capital leases for equipment at the facilities~~01. ~~The~~Entry ~~purchase~~into ~~price reflects~~ a ~~reduction~~Material ~~from~~Definitive the expected purchase price previously disclosed as the result of adjustments based on the Suspension Subsidiaries’ capital expenditures relative to the capital budget and estimated working capital levels at the closing. The cash portion of the purchase price is subject to customary post-closing adjustments based on working capital on the closing date. Approximately $2.5 million of the purchase price is being held in escrow to secure the Sellers’ obligations under the Stock Purchase Agreement ~~executed in connection with the transaction~~.

AOn ~~copy~~May 25, of2007, aHLI ~~press~~Operating ~~release~~Company, Inc. (“HLI”), an indirect subsidiary of Hayes Lemmerz International, Inc. (the “Company”) ~~relating~~entered into a Second Supplemental Indenture (the “Supplemental Indenture”) to the ~~foregoing~~Indenture, isdated ~~attached~~June 3, ~~hereto~~2003, as supplemented by the First Supplemental ~~Exhibit~~Indenture, dated as of June 999, 2003, among HLI, the Guarantors named therein, and U.S. Bank National Association, as trustee (the “Indenture”), governing the 10 1/2% Senior Notes due 2010 (the “Notes”) of HLI. As previously announced, HLI commenced a cash tender offer to repurchase all of its outstanding Notes and ~~incorporated~~a ~~herein~~solicitation of consents to amend the Indenture. As of May 21, 2007, HLI had received tenders and consents for approximately $154,178,000 in aggregate principal amount of the Notes, representing approximately 97% of the outstanding Notes. On May 30, 2007, HLI repurchased those Notes validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on May 21, 2007 (the “Consent Date”). The tender offer and consent solicitation remain open and are scheduled to expire at 11:59 p.m., New York City time, on Tuesday, June 5, 2007, unless extended or earlier terminated by ~~reference~~HLI.

~~ITEM~~ The 9Supplemental Indenture effects amendments to the Indenture that result in the permanent elimination of certain restrictive covenants, certain conditions on defeasance, certain conditions on mergers, consolidations and sales of asset transactions and certain events of default in the Indenture and the Notes, including, among other things, covenants that limit the ability of the Company and HLI to incur indebtedness, make restricted payments, create or incur liens and engage in mergers or consolidations or transfers of all or substantially all of their property and assets.01 The Supplemental Indenture also permits notice of redemption of the Notes to occur on the same day. ~~Financial~~These ~~Statements~~amendments ~~and~~became ~~Exhibits~~operative on May 30, 2007, upon the repurchase by HLI of Notes validly tendered on or before the Consent Date.

~~(b)~~ A ~~Pro~~copy ~~Forma~~of ~~Financial~~the ~~Information~~Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

~~Pursuant~~Forward toLooking ~~paragraph (b)(1) of Item 9.01 of Form 8-K, the Company is furnishing pro forma~~Statements ~~financial information in Exhibit 99.2, which is incorporated herein by reference~~

~~(d)~~ The ~~Exhibits~~information contained in this report contains forward-looking statements which are subject to uncertainties that could cause actual future events and results of the Company and HLI to differ materially from those expressed in the forward-looking statements. ~~See~~These ~~Exhibit~~forward-looking statements ~~Index~~are based on estimates, projections, beliefs, and assumptions that the Company and HLI believe are reasonable but are not guarantees of future events and results. Actual future events and results of the Company and HLI may differ materially from those expressed in these forward-looking statements. There can be no assurance that any forward-looking statements will be realized. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the risks described in the Company’s and HLI’s most recent Annual Report on Form 10-K and the Company’s and HLI’s other reports filed with the SEC. All such forward-looking statements speak only as of the date hereof. Although the Company and HLI believe the expectations reflected in the forward-looking statements at the time they are made are reasonable, the Company and HLI cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither the Company, HLI, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company and HLI undertake no duty or obligation to publicly update or revise the information contained in this report, although they may do so from time to time as they believe is

SIGNATURES Table of Contents

~~Pursuant~~warranted. toAny ~~the~~such ~~requirements~~updating ofmay ~~the~~be ~~Securities~~made ~~Exchange~~through ~~Act of 1934,~~ the ~~co-registrant~~filing ~~has~~of ~~duly caused~~other ~~this~~reports ~~report~~or todocuments bewith ~~signed~~the SEC, onthrough ~~its~~press ~~behalf~~releases byor ~~the~~through ~~undersigned~~other ~~hereunto~~public ~~duly authorized~~disclosures.

~~HAYES~~ You ~~LEMMERZ~~are ~~INTERNATIONAL~~cautioned not to place undue reliance on the estimates, ~~INC.~~projections ~~By:~~and ~~/s/~~other forward-looking ~~Patrick~~information C.contained ~~Cauley~~herein ~~Patrick~~as Cthey are based on current expectations and general assumptions and are subject to various risks, uncertainties and other factors, including those set forth in the filings of the Company and HLI with the SEC at www.sec.gov, ~~Cauley~~many ~~Vice~~of ~~President~~which are beyond the control of the Company and HLI, ~~General~~that ~~Counsel~~may cause actual results to differ materially from the views, beliefs and ~~Secretary~~estimates expressed herein.

~~Dated:~~ITEM ~~February 21,~~9.01. ~~2007~~Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~HLI~~See ~~OPERATING COMPANY, INC~~Exhibit Index. ~~By: /s/ Patrick C. Cauley Patrick C. Cauley Vice President, General Counsel and Secretary~~

Dated:Table February 21,of 2007 Contents

~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.		Description
99.1		Press Release Issued by Hayes Lemmerz International, Inc. on February 15, 2007 relating to completion of the sale of the Suspension Subsidiaries.
99.2		Pro forma financial information of Hayes Lemmerz International, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		HAYES LEMMERZ INTERNATIONAL, INC.

		By:		/s/ Patrick C. Cauley

				Patrick C. Cauley
				Vice President, General Counsel and Secretary

Dated: June 1, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		HLI OPERATING COMPANY, INC.

		By:		/s/ Patrick C. Cauley

				Patrick C. Cauley
				Vice President, General Counsel and Secretary

Dated: June 1, 2007

EXHIBIT INDEX


Exhibit No.		Description
4.1		Second Supplemental Indenture, dated as of May 25, 2007, among HLI Operating Company, the Guarantors named therein, and U.S. Bank National Association.

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