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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. 3)
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
(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.
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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. 3 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 (the "Commission") on May 3, 1999;
Amendment No. 1 to the Statement was filed with the Commission on May 20, 1999;
and Amendment No. 2 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 8. ADDITIONAL INFORMATION.
Item 8 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
(a)(11) Press Release issued by Hilite Industries, Inc. on June 1, 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: June 1, 1999
HILITE INDUSTRIES, INC.
By: /s/ SAMUEL M. BERRY
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Name: Samuel M. Berry
Title: President and Chief Operating Officer
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Exhibit (a)(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.
