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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
(Final Amendment)
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HILITE INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
CARRERAS, KESTNER & CO., L.L.C.
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
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)
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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
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.
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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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This Final Amendment to Schedule 14D-1 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 (the "Schedule 14D-1") filed with the
Securities and Exchange Commission (the "Commission") on May 20, 1999 by Buyer
and Merger Subsidiary. Amendment No. 1 to the Schedule 14D-1 was filed with the
Commission on May 27, 1999, and Amendment No. 2 to the Schedule 14D-1 was filed
with the Commission on June 1, 1999.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented to add the following:
The Company's all cash tender offer for all of its outstanding shares
of common stock, par value $0.01 per share (the "Shares"), expired at 9:00 a.m.
New York City time on June 1, 1999. 4,730,941 Shares were validly tendered and
not withdrawn pursuant to the Offer (including 22,500 Shares tendered pursuant
to guaranteed delivery procedures) and were accepted for payment at a price of
$14.25 per Share. Immediately prior to consummation of the Offer, the Company
sold 1,681,414 Shares to Buyer in the Stock Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented to add the following:
(a)(11) Press Release issued by Hilite Industries, Inc. on June 1, 1999
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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: June 1, 1999
CARRERAS, KESTNER & CO, L.L.C.
/s/ JOSEPH W. CARRERAS
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By: Joseph W. Carreras
Member
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 (a)(11)
FOR IMMEDIATE RELEASE
June 1, 1999
CONTACT: Michael T. Kestner, Chief Financial Officer
Telephone Number: (216) 771-6700
HILITE INDUSTRIES COMPLETES TENDER OFFER
AND SALE OF SHARES TO CLEVELAND-BASED HILITE HOLDINGS, LLC.
CARROLLTON, TEXAS, June 1, 1999 -- Hilite Industries, Inc. (NASDAQ:HILI) today
announced that it has successfully completed the previously announced all-cash
tender offer by Hilite for all of its outstanding shares of common stock, at a
price of $14.25 per share. The Offer expired at 9:00 a.m. (New York City time)
today. Approximately 4,730,941 shares, including 22,550 shares tendered pursuant
to guaranteed delivery procedures, were validly tendered and not withdrawn
representing approximately 96% shares of all outstanding common shares of
Hilite. All of the tendered shares were accepted for payment.
Immediately prior to the acceptance of the tendered shares,
Hilite also completed the previously announced sale of an aggregate of 1,681,414
shares to Hilite Holdings, LLC. Hilite Holdings, LLC, based in Cleveland, Ohio,
is a Delaware limited liability company newly formed by Carreras, Kestner & Co.,
L.L.C. a Cleveland-based investment group, to acquire Hilite.
Hilite Industries, Inc. designs, manufactures and sells a
diversified line of highly engineered components and assemblies for the
automotive industry including brake proportioning valves, electromagnetic
clutches, machined components such as mounting brackets and pulleys, and
specialty components and assemblies such as stampings, specialty springs and
automated assemblies. The Company's customers include all three domestic
automotive companies: Ford Motor Company, General Motors Corporation and Daimler
Chrysler Corporation as well as other original equipment manufacturers such as
Navistar International Transportation Corporation and non-automotive companies
such as Motorola, Inc. The Company also sells products to first-tier suppliers
of the automotive industry including Borg-Warner Corporation, Bosch Braking
Systems Corporation, Denso of Los Angeles, Inc. and ITT Automotive of North
America, Inc.
For further information call Michael T. Kestner at (216)
771-6700 or access Hilite Industries, Inc.'s website at www.hilite-ind.com.
