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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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HILITE INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
HILITE HOLDINGS, LLC
HILITE MERGECO, INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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431353 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOSEPH W. CARRERAS
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)
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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
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CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee(2)
$71,537,850 $14,308
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[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.
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Form or registration no.:Schedule 13E-4 Date filed: May 3, 1999
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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.
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TENDER OFFER
This Tender Offer Statement on Schedule 14D-1 relates to the tender
offer by Hilite Industries, Inc. on behalf of 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") and the related letter of transmittal copies
of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Hilite Industries, Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 1671
S. Broadway, Carrollton, Texas 75006.
(b) Information concerning the number of outstanding Shares is set forth in
"INTRODUCTION," "SPECIAL FACTORS -- Interests of Certain Persons in the
Transactions" and "SPECIAL FACTORS -- The Merger Agreement and the Stockholders
Agreement" of the Offer to Purchase and is incorporated herein by reference.
(c) Information concerning the principal market in which the Shares are
traded and the high and low sales prices of Shares for each quarterly period
during the past two years is set forth in "INTRODUCTION" and "THE TENDER OFFER
- -- Section 6. Price Range of Shares; Dividends" of the Offer to Purchase and is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Buyer and Merger Subsidiary.
(a)-(d) and (g) The information set forth in the Offer to Purchase
under "THE TENDER OFFER -- Section 15. Certain Information Concerning Buyer and
Merger Subsidiary" and "SCHEDULE I. Directors and Executive Officers of the
Company" is incorporated herein by reference.
(e)-(f) Neither Buyer, Merger Subsidiary, nor any natural person listed
in "THE TENDER OFFER -- Section 15. Certain Information Concerning 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) None.
(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL
FACTORS -- Purposes and Reasons of Buyer and the Continuing Stockholders for the
Transactions" and "SPECIAL FACTORS -- The Merger Agreement and the Stockholders
Agreement" is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under
"INTRODUCTION" and "THE TENDER OFFER -- Section 10. Financing of the
Transactions" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "THE
TENDER OFFER -- Section 10. Financing of the Transactions" is incorporated
herein by reference.
(c) Confidential treatment was not requested, see "THE TENDER
OFFER-Section 10. Financing of the Transactions" in the Offer to Purchase.
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ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL
FACTORS -- Purposes and Reasons of the Company for the Transactions," "SPECIAL
FACTORS -- Purposes and Reasons of Buyer and the Continuing Stockholders for the
Transactions," "SPECIAL FACTORS -- Plans for the Company after the Transactions;
Certain Effects of the Transactions," "SPECIAL FACTORS -- The Merger Agreement
and the Stockholders Agreement," "THE TENDER OFFER -- Section 11. Effects of the
Transactions on the Market for the Shares; Exchange Act Registration," "SPECIAL
FACTORS -- Recommendation of the Disinterested Directors and the Board; Fairness
of the Transactions," "SPECIAL FACTORS -- Position of Buyer and the Continuing
Stockholders Regarding Fairness of the Transactions," "SPECIAL FACTORS -- Rights
of the Stockholders in the Transactions," and "THE TENDER OFFER -- Section 10.
Financing of the Transactions" is incorporated herein by reference.
Item 5(a)-(g) is hereby amended and supplemented as follows:
The following two paragraphs are hereby added as the final two
paragraphs under "SPECIAL FACTORS -- Purposes and Reasons of the Company for the
Transactions" contained in the Offer to Purchase:
"The structure of the Transactions was the result of
extensive negotiations between Buyer and the Company. In connection
with such negotiations, Buyer indicated its desire to structure the
Transactions to qualify for recapitalization accounting. In order to
induce Buyer to proceed with the Transactions and to provide the
Company's stockholders with the benefits of Buyer's offer for the
Company, the Company ultimately agreed to proceed based on Buyer's
proposed structure."
"The Board of Directors decided to pursue the Transactions at
this time because of (i) the anticipated impact of certain trends
affecting the Company and its business, including automotive supplier
consolidation and the increasing importance of size and global presence
for continuous growth, (ii) the perceived undervaluation of the Shares
in the market and (iii) the lack of liquidity for the Shares and the
determination that a private sale of the Company would likely provide
substantially greater value to the Company's stockholders than could be
obtained through the public market."
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) 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, Merger Subsidiary and the Continuing Stockholders
filed a statement on Schedule 13D relating to such beneficial ownership on May
__, 1999.
(b) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS" -- The Merger Agreement and the Stockholders Agreement" is incorporated
herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Offer to Purchase under
"INTRODUCTION," and "SPECIAL FACTORS -- The Merger Agreement and the
Stockholders Agreement" is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Offer to Purchase under
"INTRODUCTION," and "THE TENDER OFFER -- Section 14. Fees and Expenses" is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Buyer was formed pursuant to an investment program among Carreras,
Kestner & Co., L.L.C., Carreras Kestner Investors, L.L.C., Citicorp Venture
Capital Corporation, Key Equity Capital Corporation/Key Equity Partners 99, and
Kelso & Company, L.P. (collectively, the "Investors"). The Investors have
agreed to contribute approximately $87.0 million to the investment program.
Program investments are made through a newly formed limited liability company
capitalized by the Investors in proportion to their respective commitments to
the investment program. No financial statements for Buyer are provided because
Buyer believes that such financial statements are not material to the decision
of a holder of Shares whether or not to tender such Shares into the Company's
tender offer.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in "SPECIAL FACTORS -- The Stock Subscription
Agreements" and "SPECIAL FACTORS -- Plans for the Company after the
Transactions; Certain Effects of the Transactions" of the Offer to Purchase is
incorporated herein by reference.
(b) and (c) The information set forth in "THE TENDER OFFER -- Section 13.
Certain Legal Matters and Regulatory Approvals" of the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
(e) None.
(f) The information set forth in the Offer to Purchase, the related Letter
of Transmittal, the Merger Agreement and the Stockholders Agreement, copies of
which are attached hereto as Exhibits (a)(1), (a)(2), (c)(1) and (c)(2),
respectively, are incorporated herein by reference in their entirety.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated May 3, 1999.*
(a)(2) Letter of Transmittal, dated May 3, 1999.*
(a)(3) Notice of Guaranteed Delivery, dated May 3, 1999.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, dated May 3, 1999.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, dated May 3, 1999.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement as published in the Wall Street Journal on May
3, 1999.*
(a)(8) Press Release issued by the Company on April 27, 1999.*
(a)(9) Letter to the Company's Stockholders from Daniel W. Brady, Chief
Executive Officer of the Company, dated May 3, 1999.*
(b)(1) Commitment Letter, dated April 20, 1999, from First Union Investors,
Inc.*
(b)(2) Commitment Letter, dated April 20, 1999, from First Union Capital
Markets Corp.*
(c)(1) Agreement and Plan of Merger, dated April 26, 1999, by and among the
Company, Merger Subsidiary and Buyer.*
(c)(2) Stockholders Agreement, dated as of April 26, 1999, by and among
Buyer, Merger Subsidiary and the Continuing Stockholders of the Company listed
on Schedule A thereto.*
(d) None.
(e) None.
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(f) None.
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*Previously filed as an Exhibit to Schedule 13E-3.
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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 19, 1999
HILITE HOLDINGS, LLC
/s/ JOSEPH W. CARRERAS
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By: Joseph W. Carreras
President
HILITE MERGECO, INC.
/s/ JOSEPH W. CARRERAS
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By: Joseph W. Carreras
President
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EXHIBIT INDEX
EXHIBIT
NUMBER Description
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(a)(1) Offer to Purchase, dated May 3, 1999.*
(a)(2) Letter of Transmittal, dated May 3, 1999.*
(a)(3) Notice of Guaranteed Delivery, dated May 3, 1999.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, dated May 3, 1999.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 3, 1999.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement as Published in the Wall Street Journal on May 3,
1999.*
(a)(8) Press Release issued by the Company On April 27, 1999.*
(a)(9) Letter to the Company's Stockholders from Daniel W. Brady, Chief
Executive Officer of the Company, dated May 3, 1999.*
(b)(1) Commitment Letter, dated April 20, 1999, from First Union Investors,
Inc.*
(b)(2) Commitment Letter, dated April 20, 1999, from First Union Capital
Markets Corp.*
(c)(1) Agreement and Plan of Merger, dated April 26, 1999, by and among Buyer,
Merger Subsidiary and the Continuing Stockholders of the Company listed on
Schedule A thereto.*
(c)(2) Stockholders Agreement, dated as of April 26, 1999, by and among Buyer,
Merger Subsidiary and the Continuing Stockholders of the Company listed on
Schedule A thereto.*
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(d) None.
(e) None.
(f) None.
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*Previously filed as an Exhibit to Schedule 13E-3.
