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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
HILITE INDUSTRIES, INC.
(NAME OF ISSUER)
HILITE INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 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
TELEPHONE: (972) 242-2116
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copies 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, OH 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
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$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.
[ ] 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: Not Applicable.
Form or Registration No.: Not Applicable.
Filing Party: Not Applicable.
Date Filed: Not Applicable.
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SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 to the Issuer Tender Offer Statement (this
"Statement") relates to the offer by Hilite Industries, Inc., 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 are attached hereto as Exhibits (a)(1)
and (a)(2), respectively. This Statement was initially filed with the Securities
and Exchange Commission on May 3, 1999 and Amendment No. 1 to the Statement was
filed with the Securities and Exchange Commission on May 19, 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 OF PROPOSALS OF THE
ISSUER OR AFFILIATE.
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" and "THE TENDER OFFER - Section 11. Effects of
the Transactions on the Market for the Shares; Exchange Act Registration" is
incorporated herein by reference.
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."
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ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in the Offer to Purchase under "THE
TENDER OFFER -- Section 7. Certain Information Concerning the Company", "TENDER
OFFER -- Section 8. Recent Developments" and "THE TENDER OFFER -- Section 9.
Summary Historical Financial Information" is incorporated herein by reference.
In addition, the Company's audited financial statements and related notes as of
June 30, 1998 and June 30, 1997 and for the years ended June 30, 1998, and the
Company's unaudited Balance Sheet as of March 31, 1999 and June 30, 1998, the
Statements of Operations for the Three and Nine-Month Periods ended March 31,
1999 and 1998 and Statements of Cash Flows for the Nine-Month Periods Ended
March 31, 1999 and 1998.
(b) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS-Cautionary Statements Concerning Forward-Looking Statements and Company
Financial Projections" is incorporated herein by reference.
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.
(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."
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by the Company on May 28, 1999.
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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 28, 1999
HILITE INDUSTRIES, INC.
/s/ Samuel M. Berry
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By: Samuel M. Berry
President and Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
<TABLE>
<S> <C>
(a)(10) Press Release issued by the Company on May 28, 1999.
</TABLE>
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EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
CONTACT: Daniel W. Brady, Chief Executive Officer
Telephone Number: (972) 466-0475
HILITE INDUSTRIES EXTENDS TENDER OFFER
CARROLLTON, TEXAS, May 28, 1999 -- Hilite Industries, Inc. (NASDAQ:HILI) today
announced it has extended the expiration of its previously announced tender
offer until 9:00 a.m. New York City time on June 1, 1999. As of 3:00 p.m. New
York City time, today, 4,519,327 shares of Hilite common stock had been validly
tendered into the offer, which represents approximately 92% of all outstanding
common shares of 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 Investor Relations at (972) 466-0475 or
access Hilite Industries, Inc.'s website at www.hilite-ind.com.
