<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
------------------------
HILITE INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
CARRERAS, KESTNER & CO., L.L.C.
HILITE HOLDINGS, LLC
HILITE MERGECO, INC.
(BIDDERS)
------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
431353 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
JOSEPH W. CARRERAS
CARRERAS, KESTNER & CO., L.L.C.
HILITE HOLDINGS, LLC
HILITE MERGECO, INC.
TERMINAL TOWER
50 PUBLIC SQUARE
CLEVELAND, OHIO 44113
(216) 771-6700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
------------------------
COPIES TO:
CHRISTOPHER M. KELLY, ESQ.
PATRICK J. LEDDY, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44113
(216) 586-3939
------------------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation(1) Amount of Filing Fee(2)
$71,537,850 $14,308
- --------------------------------------------------------------------------------
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount previously paid: $14,308 Filing party: Hilite Industries, Inc.
--------------- -----------------------
Form or registration no.:Schedule 13E-4 Date filed: May 3, 1999
-------------- -------------------------
- --------
(1) For purposes of calculating the filing fee only. Based upon 5,020,200
shares of common stock of Hilite Industries, Inc. at $14.25 per share
(the sum of (i) 4,900,000 outstanding shares of common stock and (ii)
120,200 outstanding options to purchase shares of common stock of
Hilite Industries, Inc.)
(2) The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate
transaction.
<PAGE> 3
This Amendment No. 1 to Schedule 14D-1 (this "Amendment") relates to
the tender offer by Hilite Industries, Inc. on behalf of Carreras, Kestner &
Co., L.L.C., a Delaware limited liability company ("CK&Co."), Hilite Holdings,
LLC, a Delaware limited liability company ("Buyer"), and Hilite Mergeco, Inc., a
Delaware corporation ("Merger Subsidiary") to purchase all the issued and
outstanding shares of its common stock, $0.01 par value per share (the
"Shares"), upon the terms and subject to the conditions set forth in the Offer
to Purchase dated May 3, 1999 (the "Offer to Purchase"). The Offer to Purchase
and the related letter of transmittal are attached as Exhibits (a)(1) and
(a)(2), respectively, to the statement on Schedule 14D-1 filed with the
Commission on May 20, 1999 by Buyer and Merger Subsidiary. This Amendment is
being filed to add CK&Co. as a bidder.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed by Buyer, Merger Subsidiary and CK&Co.
Item 2(a)-(d) and (g) is being amended and supplemented by the
following:
The information set forth in the Offer to Purchase under "THE TENDER
OFFER -Section 15. Certain Information Concerning Buyer and Merger Subsidiary"
is hereby amended as follows:
The section heading is hereby amended to "THE TENDER OFFER --
Section 15. Certain Information Concerning CK&Co., Buyer and Merger
Subsidiary".
The following paragraph is hereby added before the first
paragraph on page 43 under "THE TENDER OFFER -- Section 15. Certain
Information Concerning CK&Co., Buyer and Merger Subsidiary":
"CK&Co. CK&Co. is a Delaware limited liability
company formed in connection with the investment program among
CK&Co., Carreras Kestner Investors, L.L.C., Citicorp Venture
Capital Corporation, Key Equity Capital Corporation/Key Equity
Partners 99, and Kelso and Company, L.P. (collectively, the
"Investors"). CK&Co., as the manager of the investment program
is responsible for finding, structuring, and negotiating
transactions for the Investors. The principal executive
offices of CK&Co. are located at Terminal Tower, 50 Public
Square, 32nd Floor, Cleveland, Ohio 44113.
Joseph W. Carreras and Michael T. Kestner are the
members of CK&Co. Both are citizens of the United States."
The information set forth in the last paragraph on page 43 and
the first paragraph on page 44 under "THE TENDER OFFER -- Section 15.
Certain Information Concerning CK&Co., Buyer and Merger Subsidiary" is
hereby amended and restated as follows:
"For certain information concerning the Directors and
Executive Officers of CK&Co., Buyer and Merger Subsidiary see
Schedule I to this Offer to Purchase. Except as set forth in
this Offer to Purchase: (i) neither CK&Co., Buyer or Merger
Subsidiary nor, to the knowledge of any of the foregoing, any
of the persons listed in Schedule I to this Offer to Purchase
or any associate or majority-owned subsidiary of any of the
foregoing, beneficially owns or has a right to own any Shares
or any other equity securities of the Company; (ii) neither
CK&Co., Buyer or Merger Subsidiary nor, to the best knowledge
of any of the foregoing, any of the persons or entities
referred to in clause (i) above or any of their executive
officers, directors or subsidiaries has effected any
transaction in the Shares or other equity securities of the
Company during the past sixty days; (iii) neither CK&Co.,
Buyer or Merger Subsidiary nor, to the best knowledge of any
of the foregoing, any of the persons listed in Schedule I to
this Offer to Purchase has any contract, arrangement,
understanding or relationship with any other person with
respect to any securities of the Company, including, but not
limited to, contracts, arrangements, understandings and
relationships concerning the transfer or voting thereof, joint
ventures, loan or option arrangements, puts, calls, guarantees
of loans, guarantees against loss or the giving or withholding
of proxies, consents, or abstentions; (iv) since July 1, 1998,
there have been no transactions or
<PAGE> 4
business relationships that would be required to be disclosed
under the rules and regulations of the Commission between any
of CK&Co., Buyer or Merger Subsidiary or any of their
respective subsidiaries or to the best knowledge of any of
CK&Co., Buyer or Merger Subsidiary, any of the persons listed
in Schedule I to this Offer to Purchase, on the one hand, and
the Company or any of its executive officers, directors or
affiliates, on the other hand; and (v) since July 1, 1998,
there have been no contracts, negotiations or transactions
between any of CK&Co., Buyer or Merger Subsidiary or any of
their respective subsidiaries or, to the best knowledge of any
of CK&Co., Buyer or Merger Subsidiary, any of the persons
listed in Schedule I of this Offer to Purchase, on the one
hand, and the Company or its subsidiaries or affiliates, on
the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities,
and election of directors or a sale or other transfer of a
material amount of assets of the Company or any of its
subsidiaries.
Neither CK&Co., Buyer nor Merger Subsidiary had any
relationship with the Company prior to the commencement of the
discussions that led to the execution of the Merger Agreement.
None of CK&Co., Buyer and Merger Subsidiary believe that it is
an "affiliate" of the Company within the meaning of Rule 13e-3
under the Exchange Act."
Item 2(e)-(f) is hereby amended and restated as follows:
Neither CK&Co., Buyer, Merger Subsidiary, nor any natural
person listed in "THE TENDER OFFER -- Section 15. Certain Information
Concerning CK&Co., Buyer and Merger Subsidiary" of the Offer to
Purchase during the past five years, to its or his knowledge, (i) has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which any such person was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby amended and restated as follows:
The information set forth in the Offer to Purchase under
"INTRODUCTION" and "SPECIAL FACTORS -- Beneficial Ownership of Common
Stock" is incorporated herein by reference. Pursuant to the
Stockholders Agreement, dated as of April 26, 1999, among Buyer, Merger
Subsidiary and certain stockholders of the Company listed on Schedule A
to that agreement (the "Continuing Stockholders"), Buyer and Merger
Subsidiary may be construed as being the beneficial owners of 3,802,650
Shares. Such Shares constitute 75.7% of the outstanding Shares. Buyer
and Merger Subsidiary filed statements on Schedule 13D relating to such
beneficial ownership on May 7,1999 and Buyer, Merger Subsidiary and the
Continuing Stockholders filed an amendment to the statement on Schedule
13D relating to such beneficial ownership on May 20, 1999. CK&Co. does
not beneficially own any Shares of the Company.
<PAGE> 5
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 27, 1999
CARRERAS, KESTNER & CO, L.L.C.
/s/ Joseph W. Carreras
-----------------------------------
By: Joseph W. Carreras
Member
HILITE HOLDINGS, LLC
/s/ Joseph W. Carreras
-----------------------------------
By: Joseph W. Carreras
President
HILITE MERGECO, INC.
/s/ Joseph W. Carreras
------------------------------------
By: Joseph W. Carreras
President
