<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
Hilite Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
43153 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Joseph W. Carreras
Hilite Holdings, LLC
Hilite Mergeco, Inc.
Terminal Square
50 Public Square
32nd Floor
Cleveland, Ohio 44113
(216) 771-6700
with a copy to:
Edward R. Mandell, Esq. Christopher M. Kelly, Esq.
Jordan A. Horvath, Esq. Patrick J. Leddy, Esq.
Parker Chapin Flattau & Klimpl, LLP Jones, Day, Reavis & Pogue
1211 Avenue of the Americas 901 Lakeside Avenue
New York, New York 10036 Cleveland, Ohio 44114
(212) 704-6000 (216) 586-3939
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 26, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d- 1(f) or Rule 13d-1(g),
check the following box. |_|
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
<PAGE> 2
This Amendment No. 1 amends the Statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission on May 7, 1999
by Hilite Mergeco, Inc. ("Merger Subsidiary"). Merger Subsidiary, Hilite
Holdings, LLC ("Buyer") and the James E. Lineberger, Jr. Trust, the Geoffry S.
Lineberger Trust, the Christopher Lineberger Trust, The Brady Family Limited
Partnership, Samuel M. Berry, Chris A. Curto, Arthur D. Johnson, Ronald E.
Reinke, Donald M. Maher, Willie Vercher and Dr. Krishnamurthy Sundararajan
(collectively, the "Continuing Stockholders") may be considered a group by
virtue of the Stockholders Agreement entered into by Buyer, Merger Subsidiary
and the Continuing Stockholders on April 26, 1999. Accordingly, Buyer, Merger
Subsidiary and the Continuing Stockholders have filed an Amendment No.1 to the
Statement on Schedule 13D (the "Group Schedule 13D") filed by Buyer on May 7,
1999 to reflect such beneficial ownership of the group members. Information
relating to Merger Subsidiary's beneficial ownership of the Company's common
stock is reflected in the Group Schedule 13D, which was filed on May 19, 1999.
The Group Schedule 13D supersedes and replaces the Schedule 13D.
2
<PAGE> 3
SIGNATURE
After reasonable 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.
Date: May 19, 1999
HILITE MERGECO, INC.
/s/ JOSEPH W. CARRERAS
----------------------------------
By: Joseph W. Carreras
President
3
