<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
------
ROBERTSON-CECO CORPORATION
--------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
770539203000
--------------
(CUSIP Number)
<TABLE>
<S> <C>
Leland P. Smith
Mr. Henry K. Jordan, Chief Financial Officer Riordan & McKinzie
11111 Santa Monica Boulevard, Suite 1500 300 S. Grand Avenue, 29th Floor
Los Angeles, CA 90025 (310) 996-7000 Los Angeles, CA 90071 (213) 629-4824
- -----------------------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
</TABLE>
November 22, 1993
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copes are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 770539203000 Page 2 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
The Foothill Group, Inc.
94-1663353
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 1,374,292 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
1,374,292 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,292 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON*
CO, BC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 770539203000 Page 3 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Capital Corporation
95-2689288
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 687,146 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
687,146 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,146 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 770539203000 Page 4 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Partners, L.P., a Delaware limited partnership
95-4291521
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 11,367 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
11,367 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,367 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 770539203000 Page 5 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Partners II, L.P., a Delaware limited partnership
95-4380785
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 675,779 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
675,779 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,779 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 770539203000 Page 6 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Don L. Gervitz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 687,146 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
687,146 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,146 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 770539203000 Page 7 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
John F. Nickoll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 687,146 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
687,146 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,146 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
CUSIP No. 770539203000 Page 8 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Dennis R. Ascher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 687,146 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
687,146 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,146 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 770539203000 Page 9 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey T. Nikora
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 687,146 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
687,146 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,146 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 10
SCHEDULE 13D
CUSIP No. 770539203000 Page 10 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Karen Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 675,779 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
675,779 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,779 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 11
SCHEDULE 13D
CUSIP No. 770539203000 Page 11 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
David Hilton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 675,779 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
675,779 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,779 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 12
SCHEDULE 13D
CUSIP No. 770539203000 Page 12 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Edward Stearns
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 675,779 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)
10 SHARED DISPOSITIVE POWER
675,779 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,779 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 13
SCHEDULE 13D
CUSIP No. 770539203000 Page 13 of 29 Pages
----- --------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Peter Schwab
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0 (see item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 675,779 (see item 5)
BY EACH
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0 (see item 5)]
10 SHARED DISPOSITIVE POWER
675,779 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,779 (see item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 14
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $.01 par value
per share, CUSIP Number 770539203000 (the "Common Stock"), of Robertson-Ceco
Corporation, a Delaware corporation ("Issuer"), having its principal executive
offices at 222 Berkeley Street, Boston, Massachusetts 02116.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of The Foothill Group,
Inc., a Delaware corporation ("Group"); Foothill Capital Corporation, a
California corporation and wholly-owned subsidiary of Group ("Capital");
Foothill Partners, L.P., a Delaware limited partnership ("Partners"); Foothill
Partners II, L.P., a Delaware limited partnership ("Partners II"); Don L.
Gevirtz, John F. Nickoll, Dennis R. Ascher and Jeffrey T. Nikora (collectively,
the "Managing General Partners"); and Karen Sandler, David Hilton, Edward
Stearns and Peter Schwab (collectively, the "Managing General Partners II")
(Group, Capital, Partners, Partners II, the Managing General Partners and the
Managing General Partners II are collectively referred to hereinafter as the
"Filing Persons"). Group and the Managing General Partners are the general
partners of Partners, and Group, the Managing General Partners and the Managing
General Partners II are the general partners of Partners II.
Under the definition of "beneficial owner" ("Beneficial Owner
Definition") provided in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Act"), Group and the Managing General Partners
may be deemed to beneficially own the shares of Common Stock owned by Partners
by virtue of the fact that Group and the Managing General Partners, as the
general partners of Partners, share with Partners the voting and dispositive
power with respect to shares of Common Stock held or acquired by Partners.
Similarly, under the Beneficial Owner Definition, Group, the Managing General
Partners and the Managing General Partners II may be deemed to beneficially own
the shares of Common Stock owned by Partners II by virtue of the fact that
Group, the Managing General Partners and the Managing General Partners II, as
the general partners of Partners II, share with Partners II the voting and
dispositive power with respect to shares of Common Stock held or acquired by
Partners II. Also under the Beneficial Owner Definition, Group may be deemed
to beneficially own the shares of Common Stock owned by Capital by virtue of
the fact that Group, as the parent of Capital, may have voting or dispositive
power with respect to shares of Common Stock held or acquired by Capital.
Page 14 of 29
<PAGE> 15
Group has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Group is that of a financial
services holding company.
Capital has its principal business address and principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Capital is to engage in
asset-based financing to businesses.
Partners has its principal business address and principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Partners is to invest the funds of
the partnership primarily in bank debt of companies which are involved in
reorganization or are experiencing financial distress.
Partners II has its principal business address and principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Partners II is to invest the funds
of the partnership primarily in bank debt of companies which are involved in
reorganization or are experiencing financial distress.
The names of the directors and executive officers of Group and
Capital, their business addresses, their present principal occupations and the
principal addresses of their respective employers are as follows:
THE FOOTHILL GROUP. INC.
<TABLE>
<CAPTION>
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Don L. Gevirtz 11111 Santa Monica Blvd. Chief Executive Officer,
Suite 1500 Chairman of the Board and
Los Angeles, CA 90025 Director
John F. Nickoll 11111 Santa Monica Blvd. President, Co-Chief
Suite 1500 Executive Officer and
Los Angeles, CA 90025 Director
Gary L. Wehrle 11111 Santa Monica Blvd. Executive Vice President
Suite 1500
Los Angeles, CA 90025
</TABLE>
Page 15 of 29
<PAGE> 16
<TABLE>
<S> <C> <C>
David C. Hilton 11111 Santa Monica Blvd. Executive Vice President
Suite 1500
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. Executive Vice President
Suite 1500
Los Angeles, CA 90025
Henry K. Jordan 11111 Santa Monica Blvd. Vice President, Chief
Suite 1500 Financial Officer and
Los Angeles, CA 90025 Corporate Secretary
Warren Bennis, Ph.D. USC School of Business Administration Director; Professor,
300-A Bridge Hall School of Business
901 Exposition Blvd. Administration, USC
Los Angeles, CA 90089
Arthur Malin, M.D. 606 No. Foothill Road Director; Professor of
Beverly Hills, CA 90201 Clinical Psychology,
U.C.L.A. School of
Medicine
Jeffrey A. Lipkin Recovery Equity Investors, L.P. Director; General
901 Mariner's Island Blvd. Partner, Recovery Equity
Suite 355 Investors, L.P.
San Mateo, CA 94404
Joseph J. Finn-Egan Recovery Equity Investors, L.P. Director; General
901 Mariner's Island Blvd. Partner, Recovery Equity
Suite 355 Investors, L.P.
San Mateo, CA 94404
</TABLE>
Page 16 of 29
<PAGE> 17
THE FOOTHILL CAPITAL CORPORATION
<TABLE>
<CAPTION>
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
John F. Nickoll 11111 Santa Monica Blvd. Chairman of the Board and
Suite 1500 Director
Los Angeles, CA 90025
Don L. Gevirtz 11111 Santa Monica Blvd. Vice President
Suite 1500
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. President, Chief
Suite 1500 Operating Officer and
Los Angeles, CA 90025 Director
David C. Hilton 11111 Santa Monica Blvd. Executive Vice President,
Suite 1500 Chief Financial Officer,
Los Angeles, CA 90025 Chief Credit Officer and
Director
Henry K. Jordan 11111 Santa Monica Blvd. Senior Vice President-
Suite 1500 Finance and Corporate
Los Angeles, CA 90025 Secretary
</TABLE>
Page 17 of 29
<PAGE> 18
The names of the Managing General Partners and the Managing
General Partners II, their business addresses, their present principal
occupations and the principal addresses of their respective employers are as
follows:
<TABLE>
<CAPTION>
Name Business Address Principal
---- ---------------- ---------
<S> <C> <C>
Don L. Gevirtz 11111 Santa Monica Blvd. Chief Executive Officer
Suite 1500 and Chairman of the Board
Los Angeles, CA 90025 of Group
John F. Nickoll 11111 Santa Monica Blvd. President, Co-Chief
Suite 1500 Executive Officer and
Los Angeles, CA 90025 Director of Group
Dennis R. Ascher 11111 Santa Monica Blvd. Vice President of Group
Suite 1500
Los Angeles, CA 90025
Jeffrey T. Nikora 11111 Santa Monica Blvd. Vice President of Group
Suite 1500
Los Angeles, CA 90025
Karen Sandler 11111 Santa Monica Blvd. Vice President of Group
Suite 1500
Los Angeles, CA 90025
David C. Hilton 11111 Santa Monica Blvd. Executive Vice President
Suite 1500 of Group
Los Angeles, CA 90025
Edward Stearns 11111 Santa Monica Blvd. Assistant Vice President
Suite 1500 of Group
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. Executive Vice President
Suite 1500 of Group
Los Angeles, CA 90025
</TABLE>
During the last five years, to the knowledge of the Filing
Persons, neither Group, Capital, Partners, Partners II, the Managing General
Partners nor the Managing General Partners II, nor any of the above-named
directors or executive officers of Group or Capital have been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a party to a
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<PAGE> 19
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws. To the knowledge of the Filing Persons, all of the
Managing General Partners and the Managing General Partners II and all of
Group's and Capital's directors and executive officers are citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Capital received Common Stock in satisfaction of the claims
that Capital held against the Issuer pursuant to that certain Promissory Note,
dated April 30, 1993 (the "Facility Note"), in the original principal amount of
$4,000,000, issued by the Issuer to Capital pursuant to the terms of that
certain Loan and Security Agreement (the "Loan Agreement") by and between the
Issuer and Capital dated as of April 12, 1993 as amended by Amendment Number
One to Loan and Security Agreement by and between the Issuer and Capital dated
as of April 30, 1993. The Loan Agreement was amended by a letter agreement
dated November 8, 1993 (the "Letter Agreement") to allow the Issuer to
discharge all or a portion of its obligation under the Facility Note by issuing
to Capital shares of Common Stock. Pursuant to the Letter Agreement, the
Issuer distributed 1,374,292 shares of Common Stock in satisfaction of its
entire obligation under the Facility Note to Capital, and Capital subsequently
distributed 11,367 shares of Common Stock to Partners and 675,779 shares of
Common Stock to Partners II. The amount of principal and accrued interest due
under the Facility Note was $4,122,900 and each share of Common Stock was
valued at $3.00 per share.
Item 4. Purpose of Transaction.
Capital, Partners and Partners II have acquired their shares
of Common Stock in satisfaction of the Issuer's obligations under the Facility
Note and the Loan Agreement.
Neither Group, Capital, Partners, Partners II, the Managing
General Partners nor the Managing General Partners II presently have any plans
or proposals which relate to or would result in:
(a) The acquisition of additional securities, or disposition
of securities, of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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<PAGE> 20
(c) The sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or any actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing any class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any similar action to any of those enumerated above.
Each of Group, Capital, Partners, Partners II, the Managing
General Partners and the Managing General Partners II intends to continually
review the Issuer's business affairs and financial position, as well as
conditions in the securities markets and general economic and industry
conditions. Based on such evaluation and review, each of Group, Capital,
Partners, Partners II, the Managing General Partners and the Managing General
Partners II will continue to consider various alternative courses of action and
will in the future take such actions with respect to the Issuer as it deems
appropriate in light of the circumstances existing from time to time. Such
actions may include, but are not limited to, purchasing additional shares of
the Common Stock of the Issuer, either in the open market or in privately
negotiated transactions, or selling its shares of Common Stock, either in the
open market or in privately negotiated transactions. The foregoing actions may
be taken by each of Group, Capital, Partners, Partners II, the Managing General
Partners and the Managing General Partners II alone or with other persons.
Item 5. Interest in Securities of The Issuer.
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<PAGE> 21
(a) The percentages of outstanding Common Stock reported in
this Item 5(a) are based on the assumption that there are 13,158,214 shares of
Common Stock outstanding, which number includes the number of shares of Common
Stock to be issued to Capital pursuant to the Facility Note and Loan Agreement,
as reported by the Issuer in its Form 10-Q as filed with the Securities and
Exchange Commission.
As of November 30, 1993, Capital was the direct owner of
687,146 shares of Common Stock, which represents approximately 5.2% of the
outstanding Common Stock of the Issuer.
As of November 30, 1993, Partners was the direct owner of
11,367 shares of Common Stock, which represents approximately 0.1% of the
outstanding Common Stock of the Issuer.
As of November 30, 1993, Partners II was the direct owner of
675,779 shares of Common Stock, which represents approximately 5.1% of the
outstanding Common Stock of Issuer.
As of November 30, 1993, each of the Managing General Partners
was the direct owner of no shares of Common Stock. Under the Beneficial
Ownership Definition, each of the Managing General Partners is deemed
beneficially to own the Common Stock held by Partners and Partners II.
Accordingly, each of the Managing General Partners is deemed the beneficial
owner of the 687,146 shares of Common Stock which Partners and Partners II own
directly. Accordingly, each of the Managing General Partners owns directly and
beneficially 687,146 shares, or 5.2% of the outstanding Common Stock of the
Issuer.
As of November 30, 1993, each of the Managing General Partners
II was the direct owner of no shares of Common Stock. Under the Beneficial
Ownership Definition, each of the Managing General Partners II is deemed
beneficially to own the Common Stock held by Partners II. Accordingly, each of
the Managing General Partners II is deemed the beneficial owner of the 675,779
shares of Common Stock which Partners II owns directly. Accordingly, each of
the Managing General Partners II owns directly and beneficially 675,779 shares,
or 5.1% of the outstanding Common Stock of the Issuer.
As of November 30, 1993, Group was the direct owner of no
shares of Common Stock. Under the Beneficial Ownership Definition, Group is
deemed beneficially to own the Common Stock owned by Capital, Partners and
Partners II. Accordingly, Group is deemed the beneficial owner of the 687,146
shares which Capital owns directly, the 11,367 shares which Partners owns
directly and the 675,779 shares which Partners II owns directly. Accordingly,
Group
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<PAGE> 22
owns directly and beneficially 1,374,292 shares, or 10.4% of the outstanding
Common Stock of the Issuer.
(b) Group may be deemed to have shared voting and dispositive
power with Capital, with respect to the 687,146 shares of Common Stock owned by
Capital, by virtue of the fact that Capital is a wholly-owned subsidiary of
Group. Each of Group and the Managing General Partners has shared power with
Partners, in its capacity as a general partner of Partners, to vote and direct
the disposition of the 11,367 shares of Common Stock directly owned by
Partners. Each of Group, the Managing General Partners and the Managing
General Partners II has shared power with Partners II, in its capacity as a
general partner of Partners II, to vote and direct the disposition of the
675,779 shares of Common Stock directly owned by Partners II.
(c) As described in the response to Item 3 of this Schedule
13D, Capital received 1,374,292 shares of Common Stock on November 22, 1993 in
satisfaction of the Issuer's obligations under the Facility Note and the Loan
Agreement, and subsequently distributed 11,367 of such shares to Partners and
675,779 of such shares to Partners II.
(d) The partners in Partners have the right, pursuant to the
partnership agreement of Partners, to receive a portion of certain proceeds
from the sale of securities owned by Partners, which would include proceeds
from the sale of the Common Stock, if any. The partners in Partners II have
the right, pursuant to the partnership agreement of Partners II, to receive a
portion of certain proceeds from the sale of securities owned by Partners II,
which would include proceeds from the sale of the Common Stock, if any. No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the Common Stock
held by Capital, Partners or Partners II.
(e) Not applicable.
Item. 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of The Issuer.
Capital and the Issuer are parties to the Facility Note, the
Loan Agreement and the Letter Agreement as described in Item 3 herein.
Group and the Managing General Partners are the general
partners of Partners under an Amended and Restated Agreement of Limited
Partnership, dated as of October 10, 1990, as amended (the "Partners
Agreement"). The Partners Agreement provides for the formation of Partners as
a partnership to invest the funds of the
Page 22 of 29
<PAGE> 23
partnership primarily in bank debt of companies which are involved in
reorganization or are experiencing financial distress. The general partners
of Partners have certain rights to receive the proceeds of the sales of
securities, including the Common Stock of the Issuer, if any, in accordance
with the Partners Agreement. Certain executive officers of Group are general
partners of Partners.
Group, the Managing General Partners and the Managing General
Partners II are the general partners of Partners II under an Agreement of
Limited Partnership, dated December 22, 1992 (the "Partners II Agreement").
The Partners II Agreement provides for the formation of Partners II as a
partnership to invest the funds of the partnership primarily in bank debt of
companies which are involved in reorganization or are experiencing financial
distress. The general partners of Partners II have certain rights to receive
the proceeds of the sales of securities, including the Common Stock of the
Issuer, if any, in accordance with the Partners II Agreement. Certain
executive officers of Group are general partners of Partners II.
Group, Capital, Partners, Partners II, the Managing General
Partners and the Managing General Partners II have executed a Joint Reporting
Agreement dated November 30, 1993, which is attached hereto as Exhibit 1 and
incorporated herein by reference, pursuant to which they have agreed to file
one joint statement on behalf of all of them with respect to the subject matter
of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Group, Capital, Partners, Partners II, the Managing General
Partners and Managing General Partners II file as exhibits the following:
Exhibit 1. Joint Reporting Agreement among Group, Capital,
Partners, Partners II, the Managing General Partners and the Managing General
Partners II dated November 30, 1993 (appears at page 27).
Page 23 of 29
<PAGE> 24
SIGNATURE
After reasonable 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: November 30, 1993
THE FOOTHILL GROUP, INC.,
a Delaware corporation
By: /s/ Jeffrey T. Nikora
----------------------------------
Name: Jeffrey T. Nikora
Title: Vice-President
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ John F. Nickoll
----------------------------------
Name: John F. Nickoll
---------------------------
Title: Chairman and CEO
---------------------------
FOOTHILL PARTNERS, L.P.,
a Delaware limited partnership
By: The Foothill Group, Inc.
Its: General Partner
By: /s/ Jeffrey T. Nikora
----------------------------------
Name: Jeffrey T. Nikora
---------------------------
Title: Vice-President
---------------------------
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<PAGE> 25
FOOTHILL PARTNERS II, L.P.,
a Delaware limited partnership
By: The Foothill Group, Inc.
Its: General Partner
By: /s/ Jeffrey T. Nikora
----------------------------------
Name: Jeffrey T. Nikora
---------------------------
Title: Vice-President
---------------------------
DON L. GEVIRTZ
/s/ Don L. Gevirtz
- --------------------------------------
JOHN F. NICKOLL
/s/ John F. Nickoll
- --------------------------------------
DENNIS R. ASCHER
/s/ Dennis R. Ascher
- --------------------------------------
JEFFREY T. NIKORA
/s/ Jeffrey T. Nikora
- --------------------------------------
KAREN SANDLER
/s/ Karen Sandler
- --------------------------------------
Page 25 of 29
<PAGE> 26
DAVID HILTON
/s/ David Hilton
- --------------------------------------
EDWARD STEARNS
/s/ Edward Stearns
- --------------------------------------
PETER SCHWAB
/s/ Peter Schwab
- --------------------------------------
Page 26 of 29
<PAGE> 27
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained,
each of the parties hereto represents to and agrees with the other party as
follows:
1. Such party is eligible to file a statement or
statements on Schedule 13D pertaining to the Common Stock, $.01 par value per
share, of Robertson-Ceco Corporation, to which this agreement is an exhibit,
for filing of the information contained herein.
2. Such party is responsible for timely filing of such
statement and any amendments thereto and for the completeness and accuracy of
the information concerning such party contained therein, provided that no such
party is responsible for the completeness or accuracy of the information
concerning the other parties making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
3. Such party agrees that such statement is filed by and
on behalf of each such party and that any amendment thereto will be filed on
behalf of each such party.
This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Dated: November 30, 1993
THE FOOTHILL GROUP, INC.,
a Delaware corporation
By: /s/ Jeffrey T. Nikora
---------------------------------
Name: Jeffrey T. Nikora
--------------------------
Title: Vice-President
--------------------------
EXHIBIT 1
Page 27 of 29
<PAGE> 28
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ John F. Nickoll
---------------------------------
Name: John F. Nickoll
--------------------------
Title: Chairman and CEO
--------------------------
FOOTHILL PARTNERS, L.P.,
a Delaware limited partnership
By: The Foothill Group, Inc.
Its: General Partner
By: /s/ Jeffrey T. Nikora
---------------------------------
Name: Jeffrey T. Nikora
--------------------------
Title: Vice-President
--------------------------
FOOTHILL PARTNERS II, L.P.,
a Delaware limited partnership
By: The Foothill Group, Inc.
Its: General Partner
By: /s/ Jeffrey T. Nikora
---------------------------------
Name: Jeffrey T. Nikora
--------------------------
Title: Vice-President
--------------------------
DON L. GEVIRTZ
/s/ Don L. Gevirtz
--------------------------------------
JOHN F. NICKOLL
/s/ John F. Nickoll
--------------------------------------
Page 28 of 29
<PAGE> 29
DENNIS R. ASCHER
/s/ Dennis R. Ascher
--------------------------------------
JEFFREY T. NIKORA
/s/ Jeffrey T. Nikora
--------------------------------------
KAREN SANDLER
/s/ Karen Sandler
--------------------------------------
DAVID HILTON
/s/ David Hilton
--------------------------------------
EDWARD STEARNS
/s/ Edward Stearns
--------------------------------------
PETER SCHWAB
/s/ Peter Schwab
--------------------------------------
Page 29 of 29
