UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ROBERTSON CECO CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 par value per share
(Title of Class of Securities)
770 539 203
(CUSIP Number)
Michael E. Heisley, Sr.
Heico Acquisitions, Inc.
5600 Three First National Plaza, Chicago, Illinois 60602 (312) 419-8220
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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 copies 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).
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL E. HEISLEY, SR.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 4,334,460 (includes right to acquire 1,000,000 shares)
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,334,460 (includes right to acquire 1,000,000 shares)
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,334,460
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEICO ACQUISITIONS, INC.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 3,333,333
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,333,333
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,333
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RBC HOLDINGS, L.P.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
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
NUMBER OF SHARES 3,333,333
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,333,333
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,333
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMILY HEISLEY
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
AF
_________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 500,000
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL E. HEISLEY, JR.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
AF
_________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 500,000
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETTIBONE CORPORATION
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
WC, BK
_________________________________________________________________
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
NUMBER OF SHARES Right to acquire 1,000,000 shares
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH Right to acquire 1,000,000 shares
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Amendment No. 2
to
Schedule 13D
of
Heico Acquisitions, Inc.,
RBC Holdings, L.P.
Michael E. Heisley, Sr.
Pettibone Corporation
Michael E. Heisley, Jr.
and
Emily Heisley Stoeckel
with respect to the
Common Stock, par value $0.01 per share
of
Robertson Ceco Corporation
The information contained in the original Schedule 13D ("Original
Schedule 13D") filed November 19, 1993 by Heico Acquisitions, Inc. ("Heico") and
Michael E. Heisley, Sr. ("Heisley") and in the Amendment No. 1 to the Original
Schedule 13D ("Amendment No. 1") filed December 14, 1993 by Heico, Heisley and
RBC Holdings, a Delaware limited partnership ("RBC"), is incorporated herein by
reference.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D Amendment No. 2 relates to the Common Stock, par
value $0.01 per share, (the "Common Stock") of Robertson Ceco Corporation, a
Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 222 Berkeley Street, Boston, Massachusetts, 02116.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 2 on Schedule 13D is filed on behalf of (i) RBC,
(ii) Heico, (iii) Heisley, (iv) Pettibone Corporation, a Delaware corporation
("Pettibone"), and (v) Emily Heisley Stoeckel and Michael E. Heisley, Jr., the
children of Heisley (the "Children").
The business address for Emily Heisley Stoeckel is 5600 Three First
National Plaza, Chicago, Illinois, 60602. Emily Heisley Stoeckel is an employee
of Heico. The business address for Michael Heisley, Jr. is Spartan Tool, 1506
W. Division Street, Mendota, Illinois 61342. Michael Heisley, Jr. is an
employee of Pettibone. During the last 5 years, neither of the Children have
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a 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 activities subject to, federal or state
securities laws or finding any violation of such laws. The Children are both
citizens of the United States.
The principal executive offices of Pettibone are located at 4225,
Naperville Road, Suite 200, Lisle, Illinois 60532-3657. Pettibone is a
manufacturer and seller of heavy industrial equipment. The following persons
are the directors and executive officers of Pettibone all of whom are citizens
of the United States:
Name and Address Title and Principal Occupation
Michael E. Heisley, Sr. Director, Chairman, President and
Heico Acquisitions Chief Executive Officer of
5600 Three First National Plaza Pettibone
Chicago, IL 60602
Richard O. Dentner Director, Executive Vice President
Pettibone Corporation and Chief Operating Officer of
4225 Naperville Road Pettibone
Suite 200
Lisle, IL 60532-3657
Larry W. Gies Director, Executive Vice President
Pettibone Corporation and Chief Financial Officer of
4225 Naperville Road Pettibone
Suite 200
Lisle, IL 60532-3657
Dan Riordan Director and Group President of
Pettibone Corporation Pettibone
4225 Naperville Road
Suite 200
Lisle, IL 60532-3657
Ronald W. Schuster Director and Group President of
Ceco Concrete Corporation Pettibone
621 Plainfield Road
Willowbrook, IL 60521
Christopher Yunkun Director and Group President of
Pettibone Corporation Pettibone
4225 Naperville Road
Suite 200
Lisle, IL 60532-3657
Michael E. Heisley, Jr. Director and President of
Spartan Tool Pettibone's Spartan Tool
1506 W. Division Street Division
Mendota, IL 61342
Stanley H. Meadows Director and Assistant Secretary of
McDermott, Will & Emery Pettibone; Partner of McDermott,
227 West Monroe Street Will & Emery, a law firm
Chicago, IL 60606
Douglas A. Johnson Vice President, Secretary and
Pettibone Corporation General Counsel of Pettibone
4225 Naperville Road
Suite 200
Lisle, IL 60532-3657
Heisley is the sole stockholder of Pettibone. During the past five years,
neither Pettibone nor any of its officers or directors has (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a 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
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 20, 1995, each of the Children acquired 500,000 shares of
Common Stock. The $2,125,000 purchase price paid by each of the Children for
these shares was loaned to the Children by Heisley (the "Loans") pursuant to two
Promissory Notes, each in the amount of $2,130,000, made by the Children and
payable to the order of Heisley (the "Promissory Notes"). Heisley obtained the
funds to make the Loans from Bank of America Illinois, as evidenced by the
Demand Promissory Note dated November 20, 1995 made by Heisley and payable to
the order of Bank of America Illinois (the "Demand Promissory Note"). The Loans
bear interest at a rate equal to the interest rate payable by Heisley to Bank of
America Illinois pursuant to the Demand Promissory Note. In addition, Pettibone
has agreed to guaranty Heisley's obligations under the Demand Promissory Note,
as evidenced by a Guaranty dated as of November 20, 1995 made by Pettibone in
favor of Bank of America Illinois. Pettibone will finance its acquisition of
the shares of Common Stock held by the Children, as discussed in Item 4 below,
with its line of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
On November 20, 1995, the Children and Foothill Capital Corporation
and its affiliates ("Foothill") entered into a Stock Purchase Agreement
providing for the sale by Foothill to the Children of 1,000,000 shares of Common
Stock (500,000 to each of the Children) for $4.25 per share (the "Stock Purchase
Agreement"). In connection with the Stock Purchase Agreement, on November 20,
1995, the Children, Heisley and Pettibone entered into a stock purchase
agreement (the "Pettibone Agreement") whereby the Children have agreed to sell
the 1,000,000 shares of Common Stock acquired pursuant to the Stock Purchase
Agreement to Pettibone for $4.26 per share, plus interest at the rate payable by
Heisley pursuant to the Demand Promissory Note. The Pettibone Agreement
provides that the sale of shares to Pettibone will occur on the date on which
the waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act of
1976, as amended, has terminated or expired.
The Children purchased and Pettibone desires to purchase the 1,000,000
shares of Common Stock because they believe the price and terms are favorable.
Except as provided herein, RBC, Heico, Heisley, Pettibone and the Children have
no current plans with respect to the disposition of the shares of Common Stock
or the acquisition of additional shares of Common Stock. However, subject to
their obligations under various loan agreements disclosed herein or in the
Original 13D or Amendment Number 1, they may dispose of all or a portion of the
Shares, if they determine at any time that such disposition may be made at
prices and on terms and conditions they believe to be favorable, and they may
acquire additional shares of Common Stock if they determine at any time that
such shares are available at prices and on terms and conditions they believe to
be favorable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
RBC (and Heisley and Heico, indirectly through RBC) owns 3,333,333
shares of Common Stock. Such shares represent 20.6% of the issued and
outstanding shares of Common Stock (based on the number of shares of Common
Stock issued and outstanding on October 31, 1995). RBC, Heico and Heisley have
sole voting and dispositive power with respect to all of such Shares.
In addition to the Common Stock he is deemed to own through RBC,
Heisley also directly owns 1,127 shares of Common Stock, over which he has sole
voting and dispositive power.
Each of the Children owns 500,000 shares of Common Stock (or 1,000,000
collectively), which represents 3.1% (or 6.2% collectively) of the issued and
outstanding Common Stock (based on the number of shares of Common Stock issued
and outstanding on October 31, 1995). Pettibone has the right to acquire the
1,000,000 shares of Common Stock owned by the Children pursuant to the Pettibone
Agreement.
When the above shares are aggregated, RBC, Heico, Heisley, the
Children and Pettibone (pursuant to the Related Agreement) collectively
beneficially own 4,334,460 shares of Common Stock, which represents 26.7% of the
issued and outstanding Common Stock (based on the number of shares of Common
Stock issued and outstanding on October 31, 1995).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 2, 3 and 4 above or stated in the
Original Schedule 13D or Amendment No. 1, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among RBC, Heico, Heisley,
Pettibone and the Children, or between them and any person with respect to any
securities of the Company, including but not limited to the transfer or voting
of any of the securities, finder's fees, joint ventures, loans or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter of Intent dated November 9, 1993 between Heico
Acquisitions, Inc. and Robertson Ceco Corporation (previously filed with
original Schedule 13D).
2. Asset Purchase and Stock Subscription Agreement dated as of
December 2, 1993 by and among Heico Acquisitions, Inc., Robertson Ceco
Corporation and Robertson Espanola, S.A. (previously filed with Amendment No.
1).
3. Registration Rights Agreement dated December 14, 1993 by and
between RBC Holdings, L.P. and Robertson Ceco Corporation (previously filed with
Amendment No. 1).
4. Loan Agreement dated as of December 6, 1993 between Michael E.
Heisley, Sr. and Gerald D. Hosier (previously filed with Amendment No. 1).
5. Pledge Agreement dated as of December 6, 1993 by RBC Holdings,
L.P. in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
6. Security Agreement dated December 6, 1993 by RBC Holdings, L.P. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
7. Pledge Agreement dated December 6, 1993 by Heico Acquisitions,
Inc. in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
8. Pledge Agreement dated December 6, 1993 by Michael E. Heisley, Sr.
in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
9. Assignment of Note and Collateral Agreement dated December 6, 1993
between Michael E. Heisley, Sr. and Gerald D. Hosier (previously filed with
Amendment No. 1).
10. Promissory Note dated December 14, 1993 made by Heico
Acquisitions, Inc., payable to Michael E. Heisley, Sr. (previously filed with
Amendment No. 1).
11. Promissory Note dated December 6, 1993 made by Michael E.
Heisley, Sr. payable to Gerald D. Hosier (previously filed with Amendment No.
1).
12. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Foothill Capital Corporation and its
affiliates.
13. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Pettibone Corporation.
14. Demand Promissory Note dated November 20, 1995 in the amount of
$4,260,000 made by Michael E. Heisley, Sr. payable to the order of Bank of
America Illinois.
15. Guaranty dated as of November 20, 1995 executed by Pettibone
Corporation in favor of Bank of America Illinois.
16. Promissory Note dated November 20, 1995 in the amount of
$2,130,000 made by Emily Heisley Stoeckel payable to the order of Michael E.
Heisley, Sr.
17. Promissory Note dated November 20, 1995 in the amount of
$2,130,000 made by Michael E. Heisley, Jr. payable to the order of Michael E.
Heisley, Sr.
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: November 23, 1995 HEICO ACQUISITIONS, INC.
for itself and as general partner of RBC
Holdings, L.P.
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
PETTIBONE CORPORATION
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
/s/ Michael E. Heisley, Sr.
Michael E. Heisley, Sr.
/s/ Emily Heisley Stoeckel
Emily Heisley Stoeckel
/s/ Michael E. Heisley, Jr.
Michael E. Heisley, Jr.
INDEX TO EXHIBITS
Exhibit
Number Description of Document
1. Letter of Intent dated November 9, 1993 between Heico Acquisitions,
Inc. and Robertson Ceco Corporation (previously filed with original
Schedule 13D).
2. Asset Purchase and Stock Subscription Agreement dated as of
December 2, 1993 by and among Heico Acquisitions, Inc., Robertson Ceco
Corporation and Robertson Espanola, S.A. (previously filed with
Amendment No. 1).
3. Registration Rights Agreement dated December 14, 1993 by and between
RBC Holdings, L.P. and Robertson Ceco Corporation (previously filed
with Amendment No. 1).
4. Loan Agreement dated as of December 6, 1993 between Michael E.
Heisley, Sr. and Gerald D. Hosier (previously filed with Amendment No.
1).
5. Pledge Agreement dated as of December 6, 1993 by RBC Holdings, L.P. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
6. Security Agreement dated December 6, 1993 by RBC Holdings, L.P. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
7. Pledge Agreement dated December 6, 1993 by Heico Acquisitions, Inc. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
8. Pledge Agreement dated December 6, 1993 by Michael E. Heisley, Sr. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
9. Assignment of Note and Collateral Agreement dated December 6, 1993
between Michael E. Heisley, Sr. and Gerald D. Hosier (previously filed
with Amendment No. 1).
10. Promissory Note dated December 14, 1993 made by Heico Acquisitions,
Inc., payable to Michael E. Heisley, Sr. (previously filed with
Amendment No. 1).
11. Promissory Note dated December 6, 1993 made by Michael E. Heisley, Sr.
payable to Gerald D. Hosier (previously filed with Amendment No. 1).
12. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Foothill Capital Corporation
and its affiliates.
13. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Pettibone Corporation.
14. Demand Promissory Note dated November 20, 1995 in the amount of
$4,260,000 made by Michael E. Heisley, Sr. payable to the order of
Bank of America Illinois.
15. Guaranty dated as of November 20, 1995 executed by Pettibone
Corporation in favor of Bank of America Illinois.
16. Promissory Note dated November 20, 1995 in the amount of $2,130,000
made by Emily Heisley Stoeckel payable to the order of Michael E.
Heisley, Sr.
17. Promissory Note dated November 20, 1995 in the amount of $2,130,000
made by Michael E. Heisley, Jr. payable to the order of Michael E.
Heisley, Sr.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 20th day
of November, 1995, by and among Michael E. Heisley, Jr. and Emily Heisley
Stoeckel ("Sellers"), and Pettibone Corporation, a Delaware corporation (the
"Buyer").
WHEREAS, each Seller owns 500,000 shares (the "Shares") of common
stock of Robertson Ceco Corporation;
WHEREAS, each Seller desires to sell and Buyer desires to purchase
the Shares of each Seller;
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
$4.26 per share, plus interest on such amount from the date hereof to the
date of Closing at the rate payable by Michael E. Heisley to Bank of America
Illinois pursuant to the November 20, 1995 Demand Promissory Note (the
"Interest Rate").
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 on the date on which the waiting period under Hart-Scott-
Rodino Anti-Trust Improvements Act of 1976, as amended (the "HSR Act") has
terminated or expired. The Sellers and Buyer will cooperate in making all
necessary filings under the HSR Act.
2.2. Deliveries by Buyer. At the Closing, Buyer shall deliver the
following to each Seller:
(a) $2,130,000, plus interest on such amount from the date hereof
to the date of Closing at the Interest Rate; 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, each Seller shall
deliver the following:
(a) stock certificates for a total of 500,000 Shares with stock
powers endorsed in blank; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated
hereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as of the date hereof and
as of the Closing, as follows:
3.1. Authority. 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. Buyer is a validly<PAGE>
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 Buyer,
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 Buyer of this Agreement or the performance by Buyer
of its obligations hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to Buyer as of the date
hereof and as of the Closing, as follows:
4.1. Authority. Each 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.
4.2. Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and legally binding obligation of
each Seller, 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 each Seller of this Agreement or the performance by
each Seller of their obligations hereunder.
4.3. Shares. Each Seller is the owner of the 500,000 Shares being
sold by it hereunder 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 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.
SELLERS: PETTIBONE
/s/ Emily Heisley Stoeckel By: __________________________
Emily Heisley Stoeckel Its: _________________________
/s/ Michael E. Heisley, Jr.
Michael E. Heisley, Jr.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 20th day
of November, 1995, by and among Michael E. Heisley, Jr. and Emily Heisley
Stoeckel ("Sellers"), and Pettibone Corporation, a Delaware corporation (the
"Buyer").
WHEREAS, each Seller owns 500,000 shares (the "Shares") of common
stock of Robertson Ceco Corporation;
WHEREAS, each Seller desires to sell and Buyer desires to purchase
the Shares of each Seller;
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
$4.26 per share, plus interest on such amount from the date hereof to the
date of Closing at the rate payable by Michael E. Heisley to Bank of America
Illinois pursuant to the November 20, 1995 Demand Promissory Note (the
"Interest Rate").
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 on the date on which the waiting period under Hart-Scott-
Rodino Anti-Trust Improvements Act of 1976, as amended (the "HSR Act") has
terminated or expired. The Sellers and Buyer will cooperate in making all
necessary filings under the HSR Act.
2.2. Deliveries by Buyer. At the Closing, Buyer shall deliver the
following to each Seller:
(a) $2,130,000, plus interest on such amount from the date hereof
to the date of Closing at the Interest Rate; 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, each Seller shall
deliver the following:
(a) stock certificates for a total of 500,000 Shares with stock
powers endorsed in blank; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated
hereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as of the date hereof and
as of the Closing, as follows:
3.1. Authority. 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. Buyer 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 Buyer,
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 Buyer of this Agreement or the performance by Buyer
of its obligations hereunder.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to Buyer as of the date
hereof and as of the Closing, as follows:
4.1. Authority. Each 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.
4.2. Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and legally binding obligation of
each Seller, 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 each Seller of this Agreement or the performance by
each Seller of their obligations hereunder.
4.3. Shares. Each Seller is the owner of the 500,000 Shares being
sold by it hereunder 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 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.
SELLERS: PETTIBONE
/s/ Emily Heisley Stoeckel By: __________________________
Emily Heisley Stoeckel Its: _________________________
/s/ Michael E. Heisley, Jr.
Michael E. Heisley, Jr.
EXECUTION COPY
DEMAND PROMISSORY NOTE
$4,260,000 Chicago, Illinois
November 20, 1995
ON THE EARLIER OF (X) DEMAND AND (Y) FEBRUARY 28, 1996, the undersigned,
MICHAEL HEISLEY (the "Borrower"), for value received, promises to pay to the
order of BANK OF AMERICA ILLINOIS (the "Bank") the principal sum of FOUR MILLION
TWO HUNDRED SIXTY THOUSAND DOLLARS ($4,260,000) or, if less, the aggregate
unpaid principal amount of all advances made by the Bank to the Borrower
hereunder.
The Borrower further promises to pay to the order of the Bank interest on
the aggregate outstanding principal amount hereof at the applicable rate and in
the manner described below:
(a) so long as the principal amount hereof is being maintained
as a Reference Rate Advance (defined as an advance which bears
interest determined with reference to the Reference Rate), the
principal amount hereof shall bear interest prior to demand at a rate
per annum equal to the Reference Rate in effect from time to time; or
(b) so long as the principal amount hereof is being maintained
as a Eurodollar Advance (defined as an advance which bears interest
determined with reference to the Interbank Rate (Reserve Adjusted),
the principal amount hereof shall bear interest prior to demand at a
rate per annum equal to the Interbank Rate (Reserve Adjusted) as in
effect with respect to the Interest Period applicable thereto, plus
one percent (1%);
provided, however, that after maturity (by demand or otherwise) until paid, the
unpaid principal amount hereof shall bear interest at a rate per annum equal to
the sum of 2% plus the Reference Rate in effect from time to time. Prior to
demand, (a) interest on each Reference Rate Advance shall be payable on the last
day of each month and (b) interest on each Eurodollar Advance shall be payable
on the last day of each Interest Period with respect thereto. After demand,
accrued interest shall be payable on demand. Interest shall be computed on the
basis of a year consisting of 360 days and paid for actual days elapsed,
calculated as to each Interest Period from and including the first day thereof
to but excluding the last day thereof.
The Borrower shall have the option of designating the entire principal
amount hereof as a Reference Rate Advance or a Eurodollar Advance (it being
understood that if the Borrower selects a Eurodollar Advance, the Borrower must
concurrently select the length of the Interest Period applicable thereto);
provided that the Borrower must give written notice of the designation of a
Eurodollar Advance not later than 11:00 A.M., Chicago time, at least three
Banking Days prior to the first day of the Interest period applicable thereto.
If at the end of any Interest Period, the Borrower shall not have notified the
Bank that the entire amount hereof is to continue to be maintained as a
Eurodollar Advance (along with a notification of the length of the next Interest
Period applicable thereto), the entire principal amount hereof shall, at the end
of such Interest Period, convert into a Reference Rate Advance.
For purposes of this Note, the following terms shall have the meanings
indicated:
(A) "Banking Day" means any day on which banks are open for business in
Chicago, Illinois and, with respect to Eurodollar Advances, on which dealings
may be carried on by the Bank in the interbank eurodollar market.
(B) "Eurocurrency Reserve Percentage" means, with respect to each Interest
Period, a percentage equal to the daily average during such Interest Period of
the percentages in effect on each day of such Interest Period, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor), for
determining reserve requirements applicable to "Eurocurrency Liabilities"
pursuant to Regulation D or any other then applicable regulation of the Board of
Governors which prescribes reserve requirements applicable to "Eurocurrency
Liabilities" as presently defined in Regulation D. For purposes of this Note,
any Eurodollar Advance shall be deemed to be a "Eurocurrency Liability."
(C) "Interbank Rate" means, with respect to each Interest Period, the rate
per annum at which dollar deposits in immediately available funds are offered to
the Bank two Banking Days prior to the beginning of such Interest Period by
major banks in the interbank eurodollar market as at or about 10:00 a.m.,
Chicago time, for delivery on the first day of such Interest Period, for the
number of days comprised therein and in an amount equal to the amount of the
Eurodollar Advance to be outstanding during such Interest Period.
(D) "Interbank Rate (Reserve Adjusted)" means, with respect to any
Eurodollar Advance for any Interest Period, a rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) determined pursuant to the following
formula:
Interbank Rate = Interbank Rate
(Reserve Adjusted) 1-Eurocurrency Reserve
Percentage
(E) "Interest Period" means, with respect to any Eurodollar Advance, the
period commencing on the date such Eurodollar Advance is borrowed or converted
from a Reference Rate Advance (or, if the principal amount hereof is to continue
to be maintained as a Eurodollar Advance, on the date of expiration of the
immediately preceding Interest period) and ending 14 days or one month
thereafter, as selected by the Borrower in accordance with the terms hereof.
Each Interest Period which would otherwise end on a day which is not a Banking
Day shall end on the next succeeding Banking Day unless such next succeeding
Banking Day is the first Banking Day of a calendar month, in which case it shall
end on the next preceding Banking Day.
(F) "Reference Rate" means at any time the rate of interest then most
recently announced by the Bank at Chicago, Illinois as its reference rate; and
each change in the interests rate on any Reference Rate Advance shall take
effect on the effective date of the change in the Reference Rate.
All payments of principal of, or interest on, this Note shall be made in
immediately available funds in lawful money of the United States of America at
the Bank's principal office in Chicago, Illinois, prior to 12:30 p.m., Chicago
time, on the date due; and funds received after that time shall be deemed to
have been received by the Bank on the next following Banking Day. Whenever any
payment of interest or principal hereunder falls due on any day which is no a
Banking Day, then such due date shall be extended to the next following Banking
Day and, in the case of principal, additional interest shall accrue and be
payable for the period of any such extension.
The principal amount hereof may at the election of the Borrower be repaid,
in whole or in part, at any time and from time to time prior to demand; provided
that Eurodollar Advances may not be prepaid prior to the end of any Interest
Period applicable thereto unless the Borrower reimburses the Bank for its
losses, costs and expenses incurred in connection therewith as set forth in the
immediately succeeding paragraph.
The Borrower agrees (i) to reimburse the Bank upon demand in the event any
applicable law, rule or regulation shall impose, modify or deem applicable any
tax, duty, reserve (including, without limitation, any imposed by the Board of
Governors of the Federal Reserve System) or similar requirement against the
Bank, its assets or any deposits or credit extended by the Bank or on the
interbank eurodollar market and (ii) to indemnify the Bank against any loss,
cost or expense which the Bank may sustain (a) as a consequence of any failure
by the Borrower to make any payment when due of any amount due hereunder in
connection with any Eurodollar Advance, (b) due to any failure of the Borrower
to borrow, continue or convert an advance on a date specified therefor in a
notice thereof given by the Borrower or (c) due to any payment or conversion of
any Eurodollar Advance on a date other than the last day of the Interest Period
for such Eurodollar Advance.
The Borrower agrees to pay to the Bank upon the funding of the loan
hereunder a fee of $10,000, which the Bank shall net out of the proceeds of such
loan.
The Advances evidenced hereby have been made, and this Note has been
delivered, at Chicago, Illinois, and shall be governed by and construed in
accordance with the internal laws of the State of Illinois. Whenever possible,
each provision of this Note shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.
The Borrower warrants and represents to the Bank that this Note is the
Borrower's legal, valid and binding obligation, enforceable in accordance with
its terms, the making and performance of which do not and will not violate or
constitute a default under any law, any presently existing requirement or
restriction imposed by judicial, arbitral or other governmental instrumentality
or any agreement, instrument or indenture by which the Borrower or his property
is bound.
THE BORROWER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (I) UNDER THIS NOTE OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR (II) ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
Proceeds of the advances evidenced by this Note shall be used for business
purposes and such advances qualify as "business loans" with the meaning of 815
Illinois Compiled Statutes Section 205/4(c).
No failure on the part of the Bank to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.
The Borrower agrees to pay on demand all costs and expenses of the Bank,
including without limitation reasonable legal fees and expenses, in connection
with the preparation and enforcement of this Note and any other documents
delivered hereunder.
Address:
c/o Heico Acquisitions
Three First National Plaza /s/ Michael Heisley
Chicago, Illinois 60602 Michael Heisley
Schedule attached to Demand Promissory Note dated November 17, 1995 of MICHAEL
HEISLEY payable to the order of BANK OF AMERICA ILLINOIS.
LOANS AND PRINCIPAL PAYMENTS
Amount of Unpaid
Amount of Borrowing Principal Principal Notation
Date Loan Made Period* Repaid Balance Made by
The aggregate unpaid principal amount shown on this schedule shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on this Note. The
failure to record the date and amount of an advance on this schedule shall not,
however, limit or otherwise affect the obligations of the Borrower under this
Note to repay the principal amount of the advances together with all interest
accruing thereon.
* Applies only to Eurodollar Advances.
GUARANTY
THIS GUARANTY dated as of November 20, 1995, is executed by the undersigned
in favor of BANK OF AMERICA ILLINOIS (the "Bank").
W I T N E S S E T H:
WHEREAS, the Bank has made a loan to Michael Heisley ("Heisley") in the
principal amount of $4,260,000 under a Demand Promissory Note of even date
herewith (the "Note"); and
WHEREAS, the undersigned will benefit from the making of such loan and is
willing to guaranty the Liabilities (as defined below) as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby
unconditionally and irrevocably, as primary obligor and not merely as surety,
guarantees the full and prompt payment when due, whether by acceleration or
otherwise, and at all times thereafter, of all obligations (monetary or
otherwise) of Heisley to the Bank, which arise out of or in connection with the
Note, as the same may be amended, modified, extended or renewed from time to
time (all such obligations being herein collectively called the "Liabilities"),
plus all costs and expenses paid or incurred by the Bank in enforcing this
Guaranty.
The undersigned agrees that, in the event of the insolvency of Heisley, the
death or incapacity of Heisley, the dissolution or insolvency of the
undersigned, the inability or failure of Heisley or the undersigned to pay debts
as they become due, or an assignment of Heisley or the undersigned for the
benefit of creditors, the undersigned will pay to the Bank forthwith the full
amount which would be payable hereunder by the undersigned if all Liabilities
were then due and payable.
This Guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the dissolution of the undersigned or that
at any time or from time to time no Liabilities are outstanding) until all
Liabilities have been finally paid in full.
The undersigned further agrees that if at any time all or any part of any
payment theretofore applied by the Bank to any of the Liabilities is or must be
rescinded or returned by the Bank for any reason whatsoever (including, without
limitation, the insolvency or bankruptcy of Heisley, or the insolvency,
bankruptcy or reorganization of the undersigned), such Liabilities shall, for
the purposes of this Guaranty, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by the Bank, and this Guaranty shall continue to be effective
or be reinstated, as the Case may be, as to such Liabilities, all as though such
application by the Bank had not been made.
The Bank may, from time to time, at its sole discretion and without notice
to the undersigned, take any or all of the following actions without affecting
any of the obligations of the undersigned hereunder: (a) retain or obtain a
security interest in any property to secure any of the Liabilities or any
obligation hereunder, (b) retain or obtain the primary or secondary obligation
of any obligor or obligors, in addition to the undersigned, with respect to any
of the Liabilities, (c) extend or renew any of the Liabilities for one or more
periods (whether or not longer than the original period), alter or exchange any
of the Liabilities, or release or compromise any obligation of any of the
undersigned hereunder or any obligation of any nature of any other obligor with
respect to any of the Liabilities; (d) release its security interest in, or
surrender, release or permit any substitution or exchange for, all or any part
of any property securing any of the Liabilities or any obligation hereunder, or
extend or renew for one or more periods (whether or not longer than the original
period) or release, compromise, alter or exchange any obligations of any nature
of any obligor with respect to any such property, and (e) resort to the
undersigned for payment of any of the Liabilities when due, whether or not the
Bank shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any other obligor primarily
or secondarily obligated with respect to any of the Liabilities.
Notwithstanding any payments made by or for the account of the undersigned
pursuant to this Guaranty, the undersigned shall not be subrogated to any rights
of the Bank until such time as this Guaranty shall have been discontinued as to
the undersigned and the Bank shall have received payment of the full amount of
all liabilities of the undersigned hereunder.
The undersigned hereby expressly waives: (a) notice of the acceptance by
the Bank of this Guaranty, (b) notice of the existence or creation of non-
payment of all or any of the Liabilities, (c) presentment, demand, notice of
dishonor, protest, and all other notices whatsoever, and (d) all diligence in
collection or protection of or realization upon any Liabilities or any security
for or guaranty of any Liabilities.
The undersigned hereby represents and warrants to the Bank that: (a) it is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware; (b) the execution and delivery of this Guaranty
by the undersigned, and the performance by the undersigned of its obligations
hereunder, (i) are within the undersigned's corporate power and authority, (ii)
have been duly authorized by all necessary corporate action on the part of the
undersigned, and (iii) do not conflict with or violate, or result in a breach
of, or the imposition of any lien under, (x) the undersigned's Certificate of
Incorporation or By-laws, (y) any law or regulation or any order, writ,
injunction or decree of any court or governmental authority or any of the terms,
conditions or provisions of any agreement or instrument to which the undersigned
is a party or by which the undersigned is bound.
The undersigned further agrees to pay all expenses (including attorneys'
fees and legal expenses) paid or incurred by the Bank in endeavoring to collect
the Liabilities, or any part thereof, and in enforcing this Guaranty.
The Bank may from time to time, without notice to the undersigned, assign
or transfer any or all of the Liabilities or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Liabilities shall be and remain Liabilities for the
purposes of this Guaranty, and each and every immediate and successive assignee
or transferee of any of the Liabilities or of any interest therein shall, to the
extent of the interest of such assignee or transferee in the Liabilities, be
entitled to the benefits of this Guaranty to the same extent as if such assignee
or transferee were the Bank.
No delay on the part of the Bank in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by the Bank
of any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy; nor shall any modification or waiver of
any provision of this Guaranty be binding upon the Bank except as expressly set
forth in a writing duly signed and delivered on behalf of the Bank. No action
of the Bank permitted hereunder shall in any way affect or impair the rights of
the Bank or the obligations of the undersigned under this Guaranty. For
purposes of this Guaranty, Liabilities shall include all obligations of Heisley
to the Bank arising under or in connection with the Note, notwithstanding any
right or power of Heisley or anyone else to assert any claim or defense as to
the invalidity or unenforceability of any obligation, and no such claim or
defense shall affect or impair the obligations of the undersigned hereunder.
This Guaranty shall be binding upon the undersigned and the successors and
assigns of the undersigned.
This Guaranty has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
This Guaranty may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original but all such counterparts shall
together constitute one and the same Guaranty.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS GUARANTY, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE
STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE BANK'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURTS FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY
SUCH LITIGATION AS SET FORTH ABOVE. THE UNDERSIGNED FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE HERETO (OR SUCH OTHER ADDRESS AS IT
SHALL HAVE SPECIFIED IN WRITING TO THE BANK AS ITS ADDRESS FOR NOTICES
HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT THE UNDERSIGNED HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE UNDERSIGNED HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY.
EACH OF THE UNDERSIGNED AND (BY ACCEPTING THE BENEFITS HEREOF) THE BANK
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as
of the day and year first above written.
PETTIBONE CORPORATION
By:___________________________
Address: Title:_____________________
4225 Naperville Road
Suite 200
Lisle, Illinois 60532-3657
Facsimile: 708-965-2260/2230
PROMISSORY NOTE
$2,130,000 November 20, 1995
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of Michael E. Heisley or any successor holder (the "Holder"), the
principal sum of Two Million, One Hundred Thirty Thousand Dollars
($2,130,000), plus interest at the Interest Rate (as defined below) on the
demand of the Holder. The Interest Rate shall equal the interest rate
payable by Michael E. Heisley to Bank of America Illinois pursuant to the
November 20, 1995 Demand Promissory Note. This Note reflects a $5,000
financing fee payable to the Holder.
The undersigned shall have the right to prepay this Note in whole
or in part, without penalty of any kind.
The undersigned agrees, subject only to any limitation imposed by
applicable law, to pay all costs of collection, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder that are not paid when
due whether by acceleration or otherwise.
This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.
/s/ Michael E. Heisley, Jr.
Michael E. Heisley, Jr.
PROMISSORY NOTE
$2,130,000 November 20, 1995
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the
order of Michael Heisley or any successor holder (the "Holder"), the
principal sum of Two Million, One Hundred Thirty Thousand Dollars
($2,130,000), plus interest at the Interest Rate (as defined below) on the
demand of the Holder. The Interest Rate shall equal the interest rate
payable by Michael E. Heisley to Bank of America Illinois pursuant to the
November 20, 1995 Demand Promissory Note. This Note reflects a $5,000
financing fee payable to the Holder.
The undersigned shall have the right to prepay this Note in whole
or in part, without penalty of any kind.
The undersigned agrees, subject only to any limitation imposed by
applicable law, to pay all costs of collection, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder that are not paid when
due whether by acceleration or otherwise.
This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.
/s/ Emily Heisley Stoeckel
Emily Heisley Stoeckel<PAGE>
