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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION 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. SAMUEL M. BERRY
HILITE HOLDINGS, LLC CHRIS A. CURTO
HILITE MERGECO, INC. ARTHUR D. JOHNSON
JAMES E. LINEBERGER, JR. TRUST RONALD E. REINKE
GEOFFREY S. LINEBERGER TRUST DONALD M. MAHER
CHRISTOPHER LINEBERGER TRUST WILLIE VERCHER
THE BRADY FAMILY LIMITED PARTNERSHIP DR. KRISHNAMURTHY SUNDARARAJAN
(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
(972) 242-2116
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
With 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, Ohio 44114
(212) 704-6000 (216) 586-3939
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
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d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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 5,020,000 shares (sum of (i) 4,900,000 outstanding shares of common stock of
Hilite Industries, Inc. 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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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement (the
"Statement") on Schedule 13E-3 (the "Schedule 13E-3") is being filed by Hilite
Industries, Inc., a Delaware corporation (the "Company"), Hilite Holdings, LLC,
a Delaware limited liability company, Hilite Mergeco, Inc., a Delaware
corporation, 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, pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder in connection with the tender offer by the Company for 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 (which together constitute the "Offer"), copies of which were
attached to the Statement as Exhibits (d)(1) and (d)(2), respectively. The
Statement was initially filed with the Securities and Exchange Commission on May
3, 1999 and Amendment No. 1 to the Statement ("Amendment No. 1") was filed with
the Securities and Exchange Commission on May 20, 1999.
Capitalized terms used but not defined herein have the meanings ascribed to
such terms in the Offer to Purchase and the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a)-(d) and (g) is being amended and supplemented by the
following:
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 information set forth in 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:
"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."
ITEM 4. TERMS OF THE TRANSACTION
Item 4(a) is hereby amended and supplemented by the following:
The parties acknowledge that the condition to the Offer set forth in
clause (iv) of "THE TENDER OFFER -- Section 12. Certain Conditions to the Offer"
of the Offer to Purchase will be satisfied or waived by the Company, Buyer and
Merger Subsidiary on or before the Expiration Date.
The parties acknowledge that the condition to the Offer set forth in
clause (vii) of "THE TENDER OFFER -- Section 12. Certain Conditions to the
Offer" of the Offer to Purchase has been waived by the Company, Buyer and Merger
Subsidiary.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7(b) is hereby amended and supplemented by the following:
The following two paragraphs added by Amendment No. 1 after the first
full paragraph on page 8 of the Offer to Purchase under "SPECIAL FACTORS --
Recommendation of the Disinterested Directors and the Board; Fairness of the
Transactions" are hereby amended and restated to read in their entirety as
follows:
"The Board and the Disinterested Directors determined that it
was not necessary to appoint a committee of independent directors or an
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unaffiliated representative to act solely on behalf of the unaffiliated
stockholders of the Company for the purpose of negotiating the terms of
the Merger Agreement. In making such determination, the Board and the
Disinterested Directors carefully considered the fact that proposals to
acquire the Company were solicited on behalf of the Company prior to
any consideration of whether any stockholders would retain an equity
interest in the Surviving Corporation, and noted that the Disinterested
Directors are not employed by the Company and will have no financial
interest in the Company following consummation of the Merger. The
Disinterested Directors were given an opportunity to separately meet
with Bowles Hollowell and legal counsel and evaluate the fairness of
the Transactions to unaffiliated stockholders. Thereafter, all of the
Directors, including the Disinterested Directors, voted to approve the
Transactions. All of the Directors, including the Disinterested
Directors, and each of the Continuing Stockholders, Buyer and Merger
Subsidiary, believe that the Transactions are and were approved in a
manner that was procedurally fair to unaffiliated stockholders.
In connection with its deliberations, the Board did not
consider, and did not request that Bowles Hollowell evaluate the
Company's liquidation value. The Board did not view the Company's
liquidation value to be a relevant measure of valuation, given that the
Offer Price significantly exceeded the book value per Share of the
Company, and it was the Board's view that the Company is more valuable
as a going concern than its net book value per Share. However, there
can be no assurance that the liquidation value would not produce a
higher valuation of the Company than its value as a going concern."
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8(a)-(e) is hereby amended and supplemented to incorporate by
reference the amendment to Item 7(b) set forth above.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9(a)-(c) is hereby amended and supplemented to incorporate by
reference the amendment to Item 7(b) set forth above.
ITEM 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 10(a) is hereby amended and restated as follows:
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.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
Item 12(a)-(b) is hereby amended and supplemented to incorporate by
reference the amendment to Item 7(b) set forth above.
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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.
May 27, 1999
HILITE INDUSTRIES, INC.
/s/ Samuel M. Berry
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By: Samuel M. Berry
President and Chief Operating Officer
HILITE HOLDINGS, LLC
/s/ Joseph W. Carreras
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By: Joseph W. Carreras
President
HILITE MERGECO, INC.
/s/ Joseph W. Carreras
-----------------------------------------
By: Joseph W. Carreras
President
JAMES E. LINEBERGER, JR., TRUST
/s/ James E. Lineberger, Jr.
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By: James E. Lineberger, Jr.
Trustee
GEOFFRY S. LINEBERGER TRUST
/s/ James E. Lineberger, Jr.
-----------------------------------------
By: James E. Lineberger, Jr.
Trustee
CHRISTOPHER LINEBERGER TRUST
/s/ James E. Lineberger, Jr.
-----------------------------------------
By: James E. Lineberger, Jr.
Trustee
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THE BRADY FAMILY LIMITED
PARTNERSHIP
/s/ Daniel W. Brady
-----------------------------------------
By: Daniel W. Brady
General Partner
/s/ Samuel M. Berry
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Samuel M. Berry
/s/ Chris A. Curto
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Chris A. Curto
/s/ Arthur D. Johnson
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Arthur D. Johnson
/s/ Ronald E. Reinke
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Ronald E. Reinke
/s/ Donald M. Maher
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Donald M. Maher
/s/ Willie Vercher
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Willie Vercher
/s/ Dr. Krishnamurthy Sundararajan
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Dr. Krishnamurthy Sundararajan
