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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
(Amendment No. 2)
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HILITE INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
CARRERAS, KESTNER & CO., LLC
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 Amendment No. 2 to Schedule 14D-1 relates to the tender offer by
Hilite Industries, Inc. on behalf of Carreras, Kestner & Co., LLC, 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") and the related letter of transmittal copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by CK&Co., 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.
The information set forth in the Offer to Purchase under "THE TENDER
OFFER -Section 15. Certain Information Concerning Buyer and Merger Subsidiary"
is hereby amended as follows:
The section heading is hereby amended to "THE TENDER OFFER --
Section 15. Certain Information Concerning CK&Co., Buyer and Merger
Subsidiary".
The following paragraph is hereby added before the first
paragraph on page 43 under "THE TENDER OFFER -- Section 15. Certain
Information Concerning CK&Co., Buyer and Merger Subsidiary":
"CK&Co. CK&Co. is a Delaware limited liability
company formed in connection with the investment program among
CK&Co., Carreras Kestner Investors, L.L.C., Citicorp Venture
Capital Corporation, Key Equity Capital Corporation/Key Equity
Partners 99, and Kelso and Company, L.P. (collectively, the
"Investors"). CK&Co., as the manager of the investment program
is responsible for finding, structuring, and negotiating
transactions for the Investors. The principal executive
offices of CK&Co. are located at Terminal Tower, 50 Public
Square, 32nd Floor, Cleveland, Ohio 44113.
Joseph W. Carreras and Michael T. Kestner are the
members of CK&Co. Both are citizens of the United States."
The information set forth in the last paragraph on page 43 and
the first paragraph on page 44 under "THE TENDER OFFER -- Section 15.
Certain Information Concerning CK&Co., Buyer and Merger Subsidiary" is
hereby amended and restated as follows:
"For certain information concerning the Directors
and Executive Officers of CK&Co., Buyer and Merger Subsidiary
see Schedule I to this Offer to Purchase. Except as set forth
in this Offer to Purchase: (i) neither CK&Co., Buyer or Merger
Subsidiary nor, to the knowledge of any of the foregoing, any
of the persons listed in Schedule I to this Offer to Purchase
or any associate or majority-owned subsidiary of any of the
foregoing, beneficially owns or has a right to own any Shares
or any other equity securities of the Company; (ii) neither
CK&Co., Buyer or Merger Subsidiary nor, to the best knowledge
of any of the foregoing, any of the persons or entities
referred to in clause (i) above or any of their executive
officers, directors or subsidiaries has effected any
transaction in the Shares or other equity securities of the
Company during the past sixty days; (iii) neither CK&Co.,
Buyer or Merger Subsidiary nor, to the best knowledge of any
of the foregoing, any of the persons listed in Schedule I to
this Offer to Purchase has any contract, arrangement,
understanding or relationship with any other person with
respect to any securities of the Company, including, but not
limited to, contracts, arrangements, understandings and
relationships concerning the transfer or voting thereof, joint
ventures, loan or option arrangements, puts, calls, guarantees
of loans, guarantees against loss or the giving or withholding
of proxies, consents, or abstentions; (iv) since July 1, 1998,
there have been no transactions or business relationships that
would be required to be disclosed under the rules and
regulations of the Commission between any of CK&Co., Buyer or
Merger Subsidiary or any of their respective subsidiaries or
to the best knowledge of any of CK&Co., Buyer or Merger
Subsidiary, any of the persons listed in Schedule I to this
Offer to Purchase, on the one hand, and the Company or any of
its executive officers, directors or affiliates, on the other
hand; and (v) since July 1, 1998, there have been no
contracts, negotiations or transactions between any of CK&Co.,
Buyer or Merger Subsidiary or any of their respective
subsidiaries or, to the best knowledge of any of CK&Co., Buyer
or Merger Subsidiary, any of the persons listed in Schedule I
of this Offer to Purchase, on the one hand, and the Company or
its subsidiaries or affiliates, on the other hand, concerning
a merger, consolidation or acquisition, tender offer or other
acquisition of securities, and election of directors or a sale
or other transfer of a material amount of assets of the
Company or any of its subsidiaries.
Neither CK&Co., Buyer nor Merger Subsidiary had any
relationship with the Company prior to the commencement of the
discussions that led to the execution of the Merger Agreement.
None of CK&Co., Buyer and Merger Subsidiary believe that it is
an "affiliate" of the Company within the meaning of Rule 13e-3
under the Exchange Act."
(e)-(f) Neither CK&Co., Buyer, Merger Subsidiary, nor any natural
person listed in "THE TENDER OFFER -- Section 15. Certain Information Concerning
CK&Co., 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.
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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 and Merger Subsidiary filed statements on Schedule 13D
relating to such beneficial ownership on May 7,1999 and Buyer, Merger Subsidiary
and the Continuing Stockholders filed an amendment to the statement on Schedule
13D relating to such beneficial ownership on May 20, 1999. CK&Co. does not
beneficially own any Shares of the Company.
(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 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press release issued by Hilite Industries, Inc. on May 28,
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: May 28, 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
CARRERAS, KESTNER & CO., LLC
/s/ JOSEPH W. CARRERAS
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By: Joseph W. Carreras
Member
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EXHIBIT INDEX
EXHIBIT
NUMBER Description
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(a)(10) Press Release issued by the Company On May 28, 1999.
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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.
