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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
HILITE INDUSTRIES, INC.
(NAME OF ISSUER)
HILITE INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
431353 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
SAMUEL M. BERRY
PRESIDENT AND CHIEF OPERATING OFFICER
HILITE INDUSTRIES, INC.
1671 S. BROADWAY
CARROLLTON, TEXAS 75006
(972) 242-2116
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
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
May 3, 1999
(Date Tender Offer First Published, Sent or Given to
Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$71,537,850 $14,308
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*For purposes of calculating fee only. This transaction applies to an aggregate
of 5,020,200 shares of common stock of Hilite Industries, Inc. (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.).
Except as otherwise noted, the per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 is $14.25 per unit.
The proposed maximum aggregate value of transaction is $71,537,850.
The total fee is $14,308 paid by wire transfer on April 30, 1999 to the
designated lockbox depository maintained by the Commission at Mellon Bank. The
amount of the filing fee, calculated in accordance with Rule 0-11 promulgated
under the Securities Exchange Act of 1934, as amended, equals 1/50 of one
percent of the Common Stock to be acquired.
[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 the date of its filing.
Amount Previously Paid: $14,308
Form or Registration No.: Schedule 13E-4
Filing Party: Hilite Industries, Inc.
Date Filed: May 3, 1999
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SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4 (the "Statement") relates to the offer by Hilite Industries, a Delaware
corporation (the "Company"), to purchase all of its issued and outstanding
shares of common stock, $0.01 par value per share ("Shares"), for $14.25 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 3, 1999 (the "Offer to Purchase"),
and in the related Letter of Transmittal dated May 3, 1999 (which together
constitute the "Offer"), copies of which were attached to the Statement as
Exhibits (a)(1) and (a)(2), respectively. The Statement was initially filed with
the Securities and Exchange Commission on May 3, 1999.
Capitalized terms used but not defined herein have the meanings ascribed to
such terms in the Offer to Purchase and the Statement.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Item 3 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 7. FINANCIAL INFORMATION.
Item 7(b) is hereby amended and supplemented as follows:
The following sentence is hereby deleted from the first paragraph under
"SPECIAL FACTORS -- Cautionary Statements Concerning Forward-Looking Statements
and Company Financial Projections" contained in the Offer to Purchase:
"Neither the Company nor any other party assumes any responsibility for
the accuracy or validity of the Projections."
In addition, the projections set forth under "SPECIAL FACTORS --
Cautionary Statements Concerning Forward-Looking Statements and Company
Financial Projections" contained in the Offer to Purchase have been revised.
Specifically, the following paragraph is hereby added to the end of "SPECIAL
FACTORS -- Cautionary Statements Concerning Forward-Looking Statements and
Company Financial Projections" contained in the Offer to Purchase:
"The above described projections were calculated based on the
following assumptions:
(i) The Company's sales department estimated monthly
quantity estimates for fiscal year 1999 and quarterly
quantity for fiscal years 2000 and 2001. The part
number sales estimates were based upon an annual
build rate of 15 million unit U.S. automotive
production. Based on that information, the existing
standard cost in the Company's system was applied to
the related part numbers to calculate the standard
gross margin. For new programs that did not have a
standard cost in the Company's system, an estimated
cost was determined based upon bid estimates.
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(ii) Material, labor and overhead variances were estimated
on a divisional basis based upon past experience and
other known factors. Gross margin was then computed
based upon these results. The gross margin
percentages were reviewed for consistency and
reasonableness.
(iii) Detailed selling, general and administrative expenses
were estimated based upon historical experience and
other known factors.
(iv) Interest was calculated on estimated loan balances
using scheduled interest rates with no fluctuations
expected in rates in the future.
(v) Taxes were applied on a straight 37.5% of the
Company's profit with respect to Company's Dallas,
Texas operations, and 38% at the Company's
subsidiary, North American Spring & Stamping, Inc.,
consistent with past practices."
SIGNATURE
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.
Date: May 19, 1999
HILITE INDUSTRIES, INC.
By: /s/ SAMUEL M. BERRY
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Name: Samuel M. Berry
Title: President and Chief Operating Officer
