<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. 1)*
ROBERTSON-CECO CORPORATION
--------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
770539203000
--------------
(CUSIP Number)
<TABLE>
<S> <C>
Roger H. Lustberg, Esq.
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 20, 1995
-------------------------------------------------------
(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 [ ]. (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 22 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*
Not applicable
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 374,292 (see item 5)
OWNED
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
374,292 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
2.3%
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 22 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*
Not applicable
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 188,707 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
188,707 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,707 (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)
1.2%
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 22 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*
Not applicable
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 0 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
0 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (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)
0.0%
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 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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> 7
SCHEDULE 13D
CUSIP No. 770539203000 Page 7 of 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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> 8
SCHEDULE 13D
CUSIP No. 770539203000 Page 8 of 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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> 9
SCHEDULE 13D
CUSIP No. 770539203000 Page 9 of 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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> 10
SCHEDULE 13D
CUSIP No. 770539203000 Page 10 of 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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 22 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*
Not applicable
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 185,585 (see item 5)
BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (see item 5)
10 SHARED DISPOSITIVE POWER
185,585 (see item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,585 (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)
1.1%
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
The statement on Schedule 13D, filed December 2, 1993 (the
"Initial Filing"), relating to the Common Stock, $.01 par value per share,
CUSIP Number 770539203000 (the "Common Stock"), of Robertson-Ceco Corporation,
a Delaware corporation ("Issuer"), and 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"); 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")
is amended by the undersigned as follows:
Item 1. Security and Issuer.
No material change has occurred in the facts set forth in
response to this item of the Initial Filing.
Item 2. Identity and Background.
No material change has occurred in the facts set forth in
response to this item of the Initial Filing, except as follows:
Don L. Gevirtz is no longer an executive officer of Group or
Capital or a partner of Managing General Partners, and as a result, is no
longer a Filing Person for purposes of this Amendment No. 1 to Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of The Issuer.
No material change has occurred in the facts set forth in
response to this item of the Initial Filing, except as follows:
This Amendment No. 1 to Schedule 13D is being filed to report
the sale, in a privately negotiated transaction, of 1,000,000 shares of the
Issuer's Common Stock beneficially owned by the Filing Persons. As a result of
such sale, the Filing Persons no longer the direct and beneficial owners of
more than five percent of such class of stock. Accordingly, the Filing
Persons' reporting obligations under Rule 13d-1 promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the
Page 13 of 22
<PAGE> 14
Initial Filing are terminated as of the filing of this Amendment No. 1 to
Schedule 13D.
(a) The percentages of outstanding Common Stock reported in
this Item 5(a) are based on the assumption that there are 16,213,618 shares of
Common Stock outstanding, which number was derived from the Issuer's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1995, filed with
the Securities and Exchange Commission on November 14, 1995.
As of November 20, 1995, Capital was the direct owner of
188,707 shares of Common Stock, which represents approximately 1.2% of the
outstanding Common Stock of the Issuer.
As of November 20, 1995, Partners was the direct owner of no
shares of Common Stock of the Issuer.
As of November 20, 1995, Partners II was the direct owner of
185,585 shares of Common Stock, which represents approximately 1.1% of the
outstanding Common Stock of Issuer.
As of November 20, 1995, 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 185,585 shares of Common Stock which Partners II owns directly.
Accordingly, each of the Managing General Partners owns directly and
beneficially 185,585 shares, or 1.1% of the outstanding Common Stock of the
Issuer.
As of November 20, 1995, 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 185,585
shares of Common Stock which Partners II owns directly. Accordingly, each of
the Managing General Partners II owns directly and beneficially 185,585 shares,
or 1.1% of the outstanding Common Stock of the Issuer.
As of November 20, 1995, 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 188,707
shares which Capital owns directly and the 185,585 shares which Partners II
owns directly. Accordingly, Group owns directly and beneficially 374,292
shares, or approximately 2.3% 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 188,707 shares of Common Stock owned by
Capital, by virtue of the fact that
Page 14 of 22
<PAGE> 15
Capital is a wholly-owned subsidiary of Group. 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 185,585 shares of Common Stock directly owned by
Partners II.
(c) On November 20, 1995, Managing General Partners, Managing
General Partners II, and Group sold, in a privately negotiated transaction
pursuant to the stock purchase agreement described in Item 6, (i) 498,439
shares of Common Stock which were owned directly by Capital, (ii) 11,367 shares
of Common Stock which were owned directly by Partners, and (iii) 490,194 shares
of Common Stock which were owned directly by Partners II, for a price of $4.25
per share.
(e) The Filing Persons ceased to be beneficial owners of more
than five percent of the Common Stock of the Issuer on November 20, 1995.
Item. 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of The Issuer.
No material change has occurred in the facts set forth in
response to this item of the Initial Filing, except as follows:
Capital and its affiliates (the "Sellers") executed a stock
purchase agreement, dated November, 1995, which is attached hereto as Exhibit
1, pursuant to which the Sellers sold an aggregate of 1,000,000 shares of the
Issuer's Common Stock which was beneficially owned by the Sellers.
A Joint Reporting Agreement, dated November 30, 1993, was
executed by Group, Capital, Partners, Partners II, the Managing General
Partners and the Managing General Partners II and attached as Exhibit 1 to the
Initial Filing. Pursuant to such Joint Reporting Agreement, which is
incorporated herein by reference, the parties agreed to file one joint
statement and any amendments thereto on behalf of all of them with respect to
the subject matter of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The Filing Persons file as an exhibit the following:
Exhibit 1. Stock Purchase Agreement executed by Capital
dated November, 1995 (appears at page 20).
Page 15 of 22
<PAGE> 16
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: December ___, 1995
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/ Jeffrey T. Nikora
------------------------------------
Name: Jeffrey T. Nikora
-----------------------------
Title: Vice-President
-----------------------------
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
-----------------------------
Page 16 of 22
<PAGE> 17
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
-----------------------------
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 17 of 22
<PAGE> 18
DAVID HILTON
/s/ David Hilton
________________________________________
EDWARD STEARNS
/s/ Edward Stearns
________________________________________
PETER SCHWAB
/s/ Peter Schwab
________________________________________
Page 18 of 22
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
1 Stock Purchase Agreement dated 20
November, 1995.
</TABLE>
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EXHIBIT 1
STOCKPURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this
____ day of November, 1995, by and among Michael E. Heisley, Jr. and Emily
Heisley Stoeckel ("Buyers"), and Foothill Capital Corporation and its
affiliates, (the "Seller").
WHEREAS, the Seller owns 1,000,000 shares (the "Shares") of
common stock of Robertson Ceco Corporation;
WHEREAS, the Seller desires to sell and Buyers desire to
purchase (in the proportion set forth below) the Shares;
NOW, THEREFORE, in consideration of the premises,
representations, warranties, covenants, agreements and promises herein
contained, the parties agree as follows:
SECTION 1. PURCHASE AND SALE
1.1. Purchase Price. The Purchase Price for the Shares
shall be $4.25 per share.
SECTION 2. CLOSING
2.1. Closing. The transfer of the Shares (the "Closing")
shall occur at the offices of McDermott, Will & Emery, 227 West Monroe Street,
Chicago, Illinois at 10:00 a.m. on Friday, November 17, 1995.
2.2. Deliveries by Buyers. At the Closing, Buyers shall
deliver the following:
(a) $4,250,000 (in proportion to the Shares purchased by
each); and
(b) such other instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated hereby.
2.3. Deliveries by Seller. At the closing, Seller shall
deliver the following:
(a) stock certificates for a total of 1,000,000 Shares
(500,000 shares in the name of Emily Heisley Stoeckel and 500,000 shares in the
name of Michael E. Heisley, Jr.); and
(b) such other endorsements, instruments or documents as
may be necessary or appropriate to carry out the transactions contemplated
hereby.
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SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyers as of the date hereof
and as of the Closing, as follows:
3.1. Authority. Seller has all requisite power and
authority, without the consent of any other person, to execute and deliver this
Agreement and the documents to be delivered at the Closing and to carry out the
transactions contemplated hereby and thereby. Seller is a validly existing
corporation in good standing under its jurisdiction of incorporation.
3.2. Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and binding obligation of seller,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally, or by general
equitable principles. No approval, authorization, registration, consent, order
or other action of or filing with any person, including any court,
administrative agency or other government authority, is required for the
execution and delivery by Seller of this Agreement or the performance by Seller
of its obligations hereunder.
3.3. Shares. Seller is the owner of the Shares and has
good, marketable and indefeasible title thereto and the absolute right to sell,
assign, transfer and deliver the same, free and clear of all claims, security
interests, liens, pledges, charges, escrows, options, proxies, rights of first
refusal, preemptive rights, mortgages, hypothecations, prior assignments, title
retention agreements, indentures, security agreements or any other limitation,
encumbrance or restriction of any kind.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYERS
Each Buyer hereby represents and warrants to Seller as of the
date hereof and as of the Closing, as follows:
4.1. Authority. Each buyer has all requisite power and
authority, without the consent of any other person, to execute and deliver this
Agreement and the documents to be delivered at the Closing, and to carry out
the transactions contemplated hereby and thereby.
4.2. Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and legally binding obligation of
each Buyer, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors
rights generally, or by general equitable principles. No approval,
authorization, registration, consent, order or other action of or filing with
any person, including any court, administrative agency or other
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government authority, is required for the execution and delivery by Buyers of
this Agreement or the performance by each Buyer of its obligations hereunder.
SECTION 5. SURVIVAL AND INDEMNIFICATION
The representations and warranties in this Agreement will
survive the Closing. Each party shall indemnify and hold harmless the other
from any and all loss, liability, cost, expense, claim or obligation arising
from any breach of any representation and warranty or failure to fulfill any
covenant hereunder.
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in person
or sent by registered or certified mail, postage prepaid, commercial overnight
courier (such as Express Mail, Federal Express, etc.) with written verification
of receipt or by telecopy.
6.2. Expenses. Each party to this Agreement shall pay its
own costs and expenses in connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement contains the
entire understanding among the parties with respect to the actions contemplated
hereby and supersedes all other agreements, understandings and undertakings
among the parties on the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written above.
Buyers: FOOTHILL CAPITAL CORPORATION
/s/ Michael E. Heisley, Jr. By: /s/ Jeffrey T. Nikora
- -------------------------------- -------------------------------
Michael E. Heisley, Jr. Name: Jeffrey T. Nikora
Its: Vice President
/s/ Emily Heisley Stoeckel
- --------------------------------
Emily Heisley Stoeckel
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