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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. 4)
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. 4 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 (the
"Commission") on May 3, 1999; Amendment No. 1 to the Statement was filed with
the Commission on May 20, 1999; Amendment No. 2 to the Statement was filed with
the Commission on May 27, 1999; and Amendment No. 3 to the Statement was filed
with the Commission on June 1, 1999.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Statement.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented to add the following:
The Company's all cash tender offer for all of its outstanding shares
of common stock, par value $0.01 per share (the "Shares"), expired at 9:00 a.m.
New York City time on June 1, 1999. 4,730,941 Shares were validly tendered and
not withdrawn pursuant to the Offer (including 22,500 Shares tendered pursuant
to guaranteed delivery procedures) and were accepted for payment at a price of
$14.25 per Share. Immediately prior to consummation of the Offer, the Company
sold 1,681,414 Shares to Buyer in the Stock Purchase.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented to add the following:
(d)(11) Press Release issued by Hilite Industries, Inc. on June 1, 1999
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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.
June 1, 1999
HILITE INDUSTRIES, INC.
/s/ SAMUEL M. BERRY
-----------------------------------------
By: Samuel M. Berry
President and Chief Operating Officer
HILITE HOLDINGS, LLC
/s/ JOSEPH W. CARRERAS
-----------------------------------------
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.
-----------------------------------------
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
THE BRADY FAMILY LIMITED
PARTNERSHIP
/s/ DANIEL W. BRADY
-----------------------------------------
By: Daniel W. Brady
General Partner
/s/ SAMUEL M. BERRY
-----------------------------------------
Samuel M. Berry
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/s/ CHRIS A. CURTO
-----------------------------------------
Chris A. Curto
/s/ ARTHUR D. JOHNSON
-----------------------------------------
Arthur D. Johnson
/s/ RONALD E. REINKE
-----------------------------------------
Ronald E. Reinke
/s/ DONALD M. MAHER
-----------------------------------------
Donald M. Maher
/s/ WILLIE VERCHER
-----------------------------------------
Willie Vercher
/s/ DR. KRISHNAMURTHY SUNDARARAJAN
-----------------------------------------
Dr. Krishnamurthy Sundararajan
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Exhibit (d)(11)
FOR IMMEDIATE RELEASE
June 1, 1999
CONTACT: Michael T. Kestner, Chief Financial Officer
Telephone Number: (216) 771-6700
HILITE INDUSTRIES COMPLETES TENDER OFFER
AND SALE OF SHARES TO CLEVELAND-BASED HILITE HOLDINGS, LLC.
CARROLLTON, TEXAS, June 1, 1999 -- Hilite Industries, Inc. (NASDAQ:HILI) today
announced that it has successfully completed the previously announced all-cash
tender offer by Hilite for all of its outstanding shares of common stock, at a
price of $14.25 per share. The Offer expired at 9:00 a.m. (New York City time)
today. Approximately 4,730,941 shares, including 22,550 shares tendered pursuant
to guaranteed delivery procedures, were validly tendered and not withdrawn
representing approximately 96% shares of all outstanding common shares of
Hilite. All of the tendered shares were accepted for payment.
Immediately prior to the acceptance of the tendered shares,
Hilite also completed the previously announced sale of an aggregate of 1,681,414
shares to Hilite Holdings, LLC. Hilite Holdings, LLC, based in Cleveland, Ohio,
is a Delaware limited liability company newly formed by Carreras, Kestner & Co.,
L.L.C. a Cleveland-based investment group, to acquire 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 Michael T. Kestner at (216)
771-6700 or access Hilite Industries, Inc.'s website at www.hilite-ind.com.
