<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate space:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
ROBERTSON-CECO CORPORATION
--------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ROBERTSON-CECO CORPORATION
--------------------------------------------------
(NAME OF PERSON FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate space):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(1)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
-- Fee paid previously with preliminary materials.
[_] Check space if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Dated filed:
<PAGE>
ROBERTSON-CECO CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1995
Notice is hereby given that the Annual Meeting of Stockholders of Robertson-
Ceco Corporation will be held at the offices of Robertson-Ceco Corporation lo-
cated at 222 Berkeley Street, Boston, Massachusetts on Tuesday, May 2, 1995,
at 11:00 a.m., Eastern Time, for the following purposes:
(1) To elect four directors, each for a term of three years;
(2) To act upon such other matters as may properly come before the meet-
ing or any postponements or adjournments thereof.
Only stockholders of record at the close of business on March 31, 1995 are
entitled to notice of and to vote at the meeting or any postponements or ad-
journments thereof.
By Order of the Board of Directors
George S. Pultz,
Secretary
Boston, Massachusetts
April 4, 1995
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF
COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE EN-
CLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR THAT PURPOSE.
<PAGE>
ROBERTSON-CECO CORPORATION
222 BERKELEY STREET
BOSTON, MA 02116
----------------
PROXY STATEMENT
ANNUAL MEETING OF THE STOCKHOLDERS
MAY 2, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Robertson-Ceco Corpora-
tion (the "Company") for use at the annual meeting of stockholders of the Com-
pany and at any adjournment or adjournments thereof (the "Meeting") to be
held, pursuant to the accompanying Notice of Annual Meeting, on Tuesday, May
2, 1995 at the offices of Robertson-Ceco Corporation located at 222 Berkeley
Street, Boston, Massachusetts at 11 a.m. local time. The Company expects to
mail this Proxy Statement and accompanying proxy on or about April 5, 1995.
Valid proxies will be voted as specified thereon at the Meeting. A stock-
holder who has executed and returned a proxy may revoke it at any time before
it is voted by delivering an executed proxy bearing a later date or a written
notice of revocation to the Secretary of the Company, or by voting in person
at the Annual Meeting. Any stockholder who attends the Meeting in person will
not be deemed thereby to revoke the proxy unless such stockholder affirma-
tively indicates the intention to vote the shares in person.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31,
1994, including financial statements examined by Price Waterhouse, independent
accountants, and their report thereon, dated March 15, 1995, is being mailed
herewith to each of the Company's stockholders of record at the close of busi-
ness on March 31, 1995. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
FISCAL YEAR ENDED DECEMBER 31, 1994 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") WILL BE SENT TO ANY STOCKHOLDER WITHOUT CHARGE UPON WRITTEN
REQUEST TO: INVESTOR RELATIONS, ROBERTSON CECO CORPORATION, 222 BERKELEY
STREET BOSTON, MA 02116.
VOTING SECURITIES
The holders of record of shares of Common Stock of the Company at the close
of business on March 31, 1995 are entitled to vote at the Meeting. On that
date there were issued, outstanding and entitled to vote at the Meeting
16,096,561 shares of Common Stock. Each stockholder has one vote for each
share of Common Stock held by such stockholder of record on each of the mat-
ters which comes up for a vote at the Meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company has made arrangements with its transfer
agent, the American Stock Transfer and Trust Company, to assist the Company in
the solicitation of proxies. The Company anticipates that the cost of such so-
licitation will be less than $10,000 plus other nominal out-of-pocket ex-
penses. Employees of the Company may also solicit proxies without additional
compensation. The Company and the
<PAGE>
American Stock Transfer and Trust Company will request banks, brokers and
other intermediaries holding shares beneficially owned by others to send the
proxy material to and obtain proxies from such beneficial owners and will re-
imburse such intermediaries for their reasonable expenses in so doing.
SECURITY OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth those stockholders, other than directors and
executive officers of the Company, known to the Company to be beneficial own-
ers of more than 5% of the Company's Common Stock. Unless otherwise specified,
each person has sole power to vote and dispose of their beneficially owned
shares. The information concerning the Common Stock held by Sage RHH is based
on information set forth in the Schedule 13D of Sage RHH dated July 22, 1993.
The information with respect to the Common Stock held by Foothill Capital Cor-
poration is based on information set forth in the Schedule 13D of such company
dated November 30, 1993. The information with respect to the Common Stock held
by RBC Holdings, L.P. is based on information set forth in the Schedule 13D of
such company dated December 17, 1993. The information with respect to Ingalls
& Snyder is based on information set forth in Schedule 13G of Ingalls & Snyder
dated January 9, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF PERCENT OF
OF BENEFICIAL OWNER SHARES(1) CLASS(2)
------------------- --------- ----------
<S> <C> <C>
Sage RHH(3)(6) 5,462,347 33.93%
275 East Broadway
Jackson, WY 83001
Foothill Capital Corporation(4)(6) 1,377,515 8.56%
11111 Santa Monica Blvd.
Los Angeles, CA 90025
RBC Holdings, L.P.(5)(6) 3,333,333 20.71%
Three First National Plaza
Suite 5600
Chicago, IL 60602
Ingalls & Snyder 1,680,863 10.44%
61 Broadway
New York, NY 10006
</TABLE>
- --------
(1) Beneficial ownership for the purposes of this table is determined in ac-
cordance with the rules and regulations of the SEC.
(2) The percentages have been calculated based on the number of shares of Com-
mon Stock (16,096,562) which were outstanding at the close of business on
March 17, 1995.
(3) Sage RHH is 80% owned by Sage Capital Corporation ("Sage Capital"), which
is controlled by Andrew G. C. Sage, II, the Chairman and a director of the
Company. As a result, Sage Capital and Andrew G. C. Sage, II are deemed to
beneficially own all the shares owned directly by Sage RHH. The remaining
20% ownership in Sage RHH is held by Windwell Financial Corporation
("Windwell"). Windwell is 47% owned by Mr. Frank A. Benevento, a director
of the Company. Mr. Gregg C. Sage, a director of the Company, is 25% owner
of Sage Capital.
(4) Foothill Capital Corporation ("Foothill") holds 687,146 shares; its affil-
iates, Foothill Partners II, L.P. and Foothill Partners, L.P. hold 675,779
and 11,367 shares, respectively. The aggregate shown includes 3,223 shares
that may be acquired by Foothill's affiliates, Foothill Group, Inc. and
Foothill Managers Limited at $98.11 per share pursuant to presently exer-
cisable warrants.
2
<PAGE>
(5) Michael E. Heisley, the Chief Executive Officer and a director of the Com-
pany, is the President and sole stockholder of RC Holdings, Inc., formerly
Heico Acquisitions, Inc., which is the General Partner of RBC Holdings,
L.P. ("RBC Holdings"). As a result, Mr. Heisley and RC Holdings are deemed
to beneficially own the shares owned directly by RBC Holdings. Michael E.
Heisley directly owns 1,127 shares which are not reflected in the table.
(6) Each of Sage RHH, Foothill Capital Corporation and RBC Holdings has en-
tered into an agreement with the Company providing under certain circum-
stances for shares of the Company's Common Stock issued to them to be reg-
istered under the Securities Act of 1933.
MANAGEMENT
The following information regarding beneficial ownership of Common Stock by
directors and executive officers of the Company is based in part upon informa-
tion received from the persons named and other persons included in the group
of directors and executive officers. The information is provided as of March
17, 1995.
<TABLE>
<CAPTION>
AMOUNT AND
NAME OF NATURE OF
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------- ------------ ----------------
<S> <C> <C>
Andrew G. C. Sage, II 5,462,347(2) 33.93%
Michael E. Heisley 3,334,460(3) 20.72%
E. A. Roskovensky 0 *
Frank A. Benevento, II 513,460(4) 3.19%
Stanley G. Berman 1,127 *
L. Edwin Donegan, Jr. 0 *
Mary Heidi Hall Jones 116,147(5) *
Kevin E. Lewis 1,127 *
Denis N. Maiorani 140,000(6) *
George S. Pultz 25,000(6) *
Gerardo V. Rodriguez 0 *
Leonids Rudins 1,127 *
Gregg C. Sage 5,462,347(7) 33.93%
John C. Sills 25,000(6) *
Total of all shares beneficially owned by
all executive officers and directors as
a group (15 Persons) 9,106,335(8) 56.57%
</TABLE>
- --------
* less than 1%
(1) Unless otherwise indicated, the shares shown in the table are those as to
which the beneficial owner has sole voting and investment power with the
exception of those restricted shares issued under the Company's 1991 Long
Term Incentive Plan (the "Long Term Incentive Plan") as to which such per-
sons have sole voting power.
(2) Refer to footnote 3 in the previous table for information regarding voting
and dispositive power with respect to Common Stock beneficially owned by
Mr. Andrew G.C. Sage, II.
(3) Refer to footnote 5 in the previous table for information regarding voting
and dispositive power with respect to Common Stock beneficially owned by
Mr. Michael E. Heisley.
(4) Consists of a portion of the 5,462,347 shares owned by Sage RHH. Mr. Bene-
vento owns 47% of Windwell which owns 20% of Sage RHH.
(5) This information is based on information set forth in Amendment No. 1 to
Schedule 13D filed by Ms. Jones on October 8, 1993 in her individual ca-
pacity and as trustee under certain trusts. The
3
<PAGE>
shares listed includes 7,323.90 shares which may be acquired upon exercise
of warrants. Ms. Jones has sole voting and dispositive power of all shares.
(6) Consists of restricted shares of the Company's Common Stock granted under
The Long Term Incentive Plan to Messrs. Maiorani, Pultz and Sills. See "Ex-
ecutive Compensation".
(7) Includes all shares owned by Sage RHH and deemed to be beneficially owned
by Mr. Andrew G. C. Sage, II, and excludes 50,000 shares of restricted
shares of the Company's Common Stock awarded under The Long Term Incentive
Plan which were forfeited by Mr. Gregg C. Sage on December 27, 1994. See
"Executive Compensation" and "Certain Relationships and Related Transac-
tions". Mr. Gregg C. Sage has 25% ownership in and is a Managing Director
of Sage Capital which owns 80% of Sage RHH, and may be deemed to share vot-
ing and investment power over the shares of Common Stock held by Sage RHH.
Mr. Gregg C. Sage disclaims beneficial ownership of such Common Stock.
(8) Includes 190,000 restricted shares of the Company's Common Stock granted
under the Long-Term Incentive Plan. See "Executive Compensation".
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than ten
percent of the Company's stock, to file initial reports of ownership and re-
ports of changes in ownership with the Securities and Exchange Commission and
the New York Stock Exchange. Executive officers, directors and greater than ten
percent beneficial owners are required by SEC regulations to furnish the Com-
pany with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such Section 16(a) forms furnished
to the Company and written representations from the Company's executive offi-
cers and directors, the Company believes that during fiscal 1994 all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than ten percent beneficial owners were complied with.
QUORUM AND VOTING OF PROXIES
Under the Company's By-Laws a majority of shares entitled to be voted present
in person or represented by proxy, constitutes a quorum as to such matters.
Shares represented by proxies that withhold authority to vote for a nominee for
election as a director or that reflect abstentions and "broker non-votes" (i.e.
shares represented at the meeting held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or persons enti-
tled to vote and (ii) the broker or nominee does not have discretionary voting
power on a particular matter) with respect to a particular matter will be con-
sidered present for purposes of determining the presence of a quorum.
All shares represented by a properly executed proxy will be voted at the An-
nual Meeting in accordance with the directions on such proxy. IF NO DIRECTION
IS INDICATED ON A PROPERLY SIGNED PROXY, THE SHARES COVERED THEREBY WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF EACH OF THE NOMINEES INDICATED BELOW.
Directors are elected by a plurality of stockholder votes.
4
<PAGE>
ELECTION OF DIRECTORS
The By-Laws provide that the number of directors which shall constitute the
whole Board of Directors shall be such number, not less than one and not more
than 13, as may be fixed from time to time by resolution of the Board of Di-
rectors. The Board of Directors has currently fixed the number of directors at
ten.
The Board of Directors of the Company is divided into three classes elected
for staggered three-year terms. The composition is indicated in the table be-
low. The nominees standing for election at the Meeting are Stanley G. Berman,
L. Edwin Donegan, Jr., Michael E. Heisley and E. A. Roskovensky.
Information regarding the directors and nominees for directors of the Com-
pany as of March 31, 1995 is set forth below.
<TABLE>
<CAPTION>
TERM EXPIRES
DIRECTOR AT ANNUAL MEETING
DIRECTOR AGE SINCE(1) TO BE HELD IN
-------- --- -------- -----------------
<S> <C> <C> <C>
Andrew G. C. Sage, II 69 11/92 1996
Michael E. Heisley* 58 7/93 1995
E. A. Roskovensky* 49 11/94(2) 1995
Frank A. Benevento, II 47 7/93 1997
Stanley G. Berman* 61 7/93 1995
L. Edwin Donegan, Jr.* 67 -- --
Mary Heidi Hall Jones 41 11/90 1997
Kevin E. Lewis 30 7/93 1996
Leonids Rudins 66 7/93 1997
Gregg C. Sage 37 11/92 1996
</TABLE>
- --------
* Nominees for election at the Meeting.
(1) In March 1992 a group of the holders of a significant amount of the
Company's 15.5% Discount Subordinated Debentures due 2000 (the "Old Deben-
tures") then outstanding formed an Informal Committee of Old Debenture
holders (the "Informal Committee"). Pursuant to an arrangement with the
Informal Committee in connection with the Company's 1993 exchange offer
for its Old Debentures which was consummated on July 14, 1993, the Company
nominated three individuals recommended by the Informal Committee (Messrs.
Rudins, Berman, and Lewis), three individuals recommended by Sage RHH
(Messrs. Benevento, Heisley, and G. Sage), two individuals recommended by
the Company's management (Messrs. A. Sage and Denis N. Maiorani) and one
individual recommended by the disinterested directors serving on the board
prior to the 1993 Annual Meeting (Ms. Jones).
(2) At a meeting held on November 3, 1994, the Board of Directors elected Mr.
Roskovensky as director to fill the vacancy left by the resignation of De-
nis N. Maiorani.
Mr. Andrew G. C. Sage, II is Chairman (since July 1993) of the Company. Mr.
Sage also served as President (from November 1992 until July 1993) and Chief
Executive Officer (from November 1992 until December 1993) of the Company. Mr.
Sage is also President of Sage Capital Corporation ("Sage Capital"), a general
business and financial management corporation specializing in business re-
structuring and problem solving. Prior to the formation of Sage Capital in
1989, Mr. Sage was a consultant to and/or a director of Heico, Inc., Pettibone
Corporation and USIF Real Estate. Mr. Sage is a director of Computervision
Corporation, Fluid Conditioning Products, Tom's Foods, Inc. and Pettibone Cor-
poration. Andrew G. C. Sage, II is the father of Mr. Gregg C. Sage.
5
<PAGE>
Mr. Heisley is Chief Executive Officer and Vice Chairman (since December
1993) of the Company. Mr. Heisley is Chairman of the following companies: Da-
vis Wire Corporation (since 1991), a manufacturer of steel wire; Tom's Foods,
Inc. (since 1993), a manufacturer and distributor of snack foods; and
Nutri/System, L.P. (since 1993), a national weight maintenance company. He is
also Chairman of the Executive Committee of Pettibone Corporation (since
1988), and a director of Envirodyne, Inc. (since 1994).
Mr. Roskovensky is President and Chief Operating Officer (since November
1994) of the Company. Prior to being elected President, Mr. Roskovensky served
the Company as President of the Company's Metal Buildings Group (from February
1994). He is also the President and Chief Executive Officer of Davis Wire Cor-
poration (from 1991), a manufacturer of steel wire. Prior to 1991, Mr.
Roskovensky was the President of USS--POSCO Industries (from 1986 to 1990), a
steel mill joint venture company between USX Corporation and Pohang Iron &
Steel of the Republic of Korea.
Mr. Benevento is a general partner (since November 1987) of the partnership
that controls the general partner of the Energy Recovery Fund, an entity
chartered to invest in oil and oil service companies. He is also President and
Chief Executive Officer (since November 1987) of Energy Recovery Management,
Inc., the management company of The Energy Recovery Fund. Mr. Benevento was
Chairman (April 1990 to January 1993) of Sub Sea International, Inc., an
oilfield related underwater diving and robotics company. Mr. Benevento is a
director of EnServ Corporation.
Mr. Berman is currently a retail consultant (since April 1991). Prior to
that time, he was Executive Vice-President of Administration (1978-1991) of
Grossman's Inc., a retail building materials company, with which he had been
employed since 1953. Mr. Berman is a director of Construcentru DE America,
S.A. DE C.V.
Mr. Donegan is currently President and Chief Executive Officer (since 1993)
of McGuire-Nicholas, Inc., a leather goods manufacturer. He is also serving as
Group Executive (since 1994) of VSI Fasteners, Inc., a provider of fasteners
to the home center distributor channel. He is presently Chairman of the Board
and Chairman of the Compensation Committee of Pettibone Corporation (since
1990), a diversified manufacturing Company. Prior to that time, he was Chair-
man and CEO of Heico, Inc., a diversified manufacturing company, as well as a
member of its board from 1988 to 1994. Mr. Donegan's career includes four
years as Corporate Executive Vice President of RCA Corporation, responsible
for RCA's Computer Systems Group, reporting directly to the Chairman and Chief
Executive Officer of RCA, and eighteen years in various management and execu-
tive positions at IBM Corporation including Executive Assistant to IBM's Pres-
ident and an IBM Vice President, managing a Computer division (since 1990).
Mr. Donegan is a Director and member of the Compensation Committee of Vision
Hardware Group, the holding company that includes McGuire-Nicholas and VSI
Fasteners.
Ms. Jones' principal occupation for the past five years has been management
of personal investments. Ms. Jones was a director of Ceco Industries, Inc., a
predecessor of the Company.
Mr. Lewis is the Chairman of the Board (since June 1993) and President and
Chief Executive Officer (since July 1994) of Furr's/Bishop's, Inc., an opera-
tor of restaurants in the southwestern United States. Prior to that time, he
was a Managing Director (from April 1993 to June 1993), a Senior Vice-Presi-
dent (from December 1991 to April 1993), a Vice President of Financial Re-
structuring (from 1989 to 1991), and an Associate (from 1988 to 1989) of Hou-
lihan, Lokey, Howard & Zukin, Inc., a provider of investment banking and fi-
nancial advisory services.
Mr. Rudins was a consultant to NL Industries, Inc. (1990 to 1991), a chemi-
cal company. In addition, Mr. Rudins was President of International Business
Management Association, Inc. (1989 to 1990), a consulting company, and Vice
President of Finance (1979 to 1990) of NL Chemicals, Inc., a subsidiary of NL
Industries, Inc. He was Chairman of the Board (1986 to 1989) of NL Worldwide
Services, Ltd.
6
<PAGE>
and NL World Services, SA/NV. Mr. Rudins was also director of the joint ven-
tures of Benton Chemie, GMbH, Abbey Chemicals, Ltd. (1986 to 1989) and ENENCO,
Inc. (1986-1989). Mr. Rudins is a director of St. Vladimir Russian Orthodox
Catholic Society of America.
Mr. Gregg C. Sage served as a full-time consultant to the Company from Sep-
tember 1992 to December 1994. Mr. Sage is currently President of Cupples Prod-
ucts, Inc., a manufacturer of curtainwall products. Mr. Sage is also Managing
Director (since 1989) of Sage Capital. Prior thereto, Mr. Sage was President
and Chief Executive Officer (1987 to 1989) of Rusco-Sage Industries, a window
manufacturing company. Mr. Gregg C. Sage is the son of Mr. Andrew G. C. Sage,
II.
The Board of Directors is responsible for the general supervision, manage-
ment and control of the Company's business. In addition, the Board has estab-
lished an Audit Committee, a Compensation Committee and a Nominating Commit-
tee. The Audit Committee consists of Messrs. Berman (Chairman), Benevento and
Rudins, and reviews with the financial officers of the Company and its audi-
tors the scope of the annual audit and the results thereof, the financial
statements of the Company, the extent and operation of the Company's internal
financial control systems and fees charged by the Company's auditors for au-
diting and other professional services. The Compensation Committee consists of
Ms. Jones (Chairman) and Messrs. Lewis and Rudins. The Compensation Committee
acts upon employment agreements between the Company and its executive offi-
cers, establishes salaries for the Company's executive officers, awards senior
management performance bonuses and grants awards under the Long Term Incentive
Plan. The Nominating Committee consists of Messrs. Lewis (Chairman), Heisley
and A. Sage, and recommends persons as nominees for election as a director and
will consider nominations submitted by stockholders. Stockholders of the Com-
pany wishing to make recommendations should write to the Nominating Committee,
c/o George S. Pultz, Vice President, General Counsel and Secretary, Robertson-
Ceco Corporation, 222 Berkeley Street, Boston, Massachusetts 02116.
During 1994, the Board held 12 meetings, the Audit Committee held one meet-
ing, the Compensation Committee held 5 meetings, and the Nominating Committee
held one meeting. During 1994, each director attended 75% or more of the ag-
gregate of the total number of meetings of the Board (held during the period
for which he or she has been a director), and the total number of meetings
held by all committees of the Board on which he or she served (during the pe-
riod that he or she served).
Each of the nominees has agreed to serve as director, if elected. If, at the
time of the Meeting a nominee is unwilling or unable to serve as a director,
the Board may fix the number of directors at less than ten, or the persons
named as proxies may nominate and may vote for other persons in their discre-
tion. The Company has no reason to believe that any of the nominees will be
unwilling or unable to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES AS DIRECTORS.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned for services rendered
during 1994 by the Chief Executive Officer, the four executive officers having
the highest salary and bonus compensation from the Company in 1994 and the
former President who served until October 31, 1994.
<TABLE>
<CAPTION>
LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION
----------------------------------- ------------ ------------
NAME OF RESTRICTED(1)(2)
PRINCIPAL POSITION YEAR SALARY BONUS OTHER STOCK AWARDS AMOUNT(3)
------------------ ---- ------ ----- ----- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Heisley(4) 1994 $300,000.00 -- -- -- --
Chief Executive Officer 1993 $ 18,476.26 -- -- -- --
and Vice Chairman 1992 -- -- -- -- --
Denis N. Maiorani(5) 1994 $363,000.00(6) -- -- -- $17,040.00
Former President 1993 $306,261.84 -- -- $385,000.00 $ 4,497.00
1992 $190,944.00 $118,600.00(7) -- -- $ 3,525.12
E. A. Roskovensky(8) 1994 $240,500.00(9) $130,000.00 -- -- --
President and 1993 -- -- -- -- --
Chief Operating Officer 1992 -- -- -- -- --
George S. Pultz(10) 1994 $155,000.04 $ 46,500.00 -- -- $ 5,593.00
Vice President, 1993 $138,019.77 -- -- $ 68,750.00 $ 2,800.00
General Counsel and
Secretary 1992 -- -- -- -- --
Gerardo Rodriguez(11) 1994 $200,000.04 -- -- -- --
Corporate Vice
President, 1993 $150,000.03 -- -- -- --
and President, Building 1992 -- -- -- -- --
Products-Europe
John C. Sills(12) 1994 $147,492.08 $ 46,500.00 -- -- $ 8,282.99
Executive Vice
President 1993 $131,353.34 -- -- $ 68,750.00 $ 2,790.33
and Chief Financial
Officer 1992 $ 77,115.64 $ 28,800.00 -- -- $ 1,200.00
</TABLE>
- --------
(1) In 1993, the Company granted awards (the "1993 Awards") of 416,000 re-
stricted shares of the Company's common stock (the "Common Stock") to ex-
ecutive officers under the Long Term Incentive Plan, including 140,000
shares to Mr. Maiorani, 25,000 shares to Mr. Sills and 25,000 shares to
Mr. Pultz. Restricted shares may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of until vesting. However, the
shares can be voted and recipients will be entitled to any dividends and
other distributions paid with respect to the shares, subject to the same
restrictions (except in the case of cash distributions) as those applying
to the underlying shares. The 1993 Awards contain certain vesting criteria
measured by comparison of the average price per share of the Common Stock
to a base price. The base price for the 1993 Awards is $3.41 per share and
was determined by taking the average closing market price on the New York
Stock Exchange of the Common Stock over the period from August 10, 1993
through October 8, 1993. If the Common Stock attains an average value (de-
termined as the average closing price over any period of 60 consecutive
calendar days) of 144% of the base price by August 10, 1995, one-third of
the shares (less any shares already vested) will vest on the date that the
Company's common stock first attains such average value, and one-third of
the shares will vest on August 10, 1995; if the Common Stock attains an
average value of 172.8% of the base price by August 10, 1996, two-thirds
of the shares (less any shares already vested) will vest on the later of
August 10, 1995 and the date that the Company's common stock first attains
such average value, and one-third of the shares will vest on August 10,
1996. The 1993 Awards provide that if performance targets are not achieved
by August 10, 1996, all unvested shares will vest automatically under the
terms of the Long Term Incentive Plan on August 10, 2003, provided the
holder is still an employee of the Company as defined in the Plan. As of
March 17, 1995, the Common Stock had not attained an average closing mar-
ket price sufficient to meet any vesting criteria under The
8
<PAGE>
Long Term Incentive Plan. However, under the terms of his employment
agreement with the Company, Mr. Maiorani's shares vested fully upon his
termination of employment with the Company on October 31, 1994. In the
event of a change in control of the company (as defined in the Long Term
Incentive Plan), all restrictions imposed on each participant's restricted
shares will immediately lapse. The participants will have the right to the
delivery of the stock certificates for shares, in accordance with the Long
Term Incentive Plan.
(2) The dollar value for the restricted stock shown in the table is based on
the closing market price on the date of the grant, in each case as of De-
cember 23, 1993, which was $2.75. The closing market price of the
Company's Common Stock on December 30, 1994, the last trading day of the
last completed fiscal year, was $3.25. Based on such price, Mr. Maiorani's
stock holdings on December 31, 1994 were valued at $455,000 and restricted
stock holdings for Messrs. Pultz and Sills on December 31, 1994 were val-
ued at $81,250 each.
(3) Reflects the amount of 401(K) matching contributions made by the Company
and any matching contributions made under the Company's Supplemental Em-
ployees Retirement and Savings Plan. See "Retirement Benefits".
(4) Mr. Heisley became an executive officer of the company on December 9,
1993. He was paid in April, 1994 with respect to his services as Chief Ex-
ecutive Officer of the Company in 1993.
(5) Mr. Maiorani became an executive officer of the Company on February 24,
1992, and ceased to be employed with the Company as of October 31, 1994.
(6) Includes payments of $60,500 to Mr. Maiorani under his employment agree-
ment after his termination of employment on October 31, 1995. See "Execu-
tive Employment Agreements." Excludes payment of $55,846.00 for accrued
but untaken vacation time due upon Mr. Maiorani's termination of employ-
ment.
(7) Includes a one time signing bonus of $34,000.00.
(8) Mr. Roskovensky became an executive officer of the Company on May 5, 1994.
(9) Mr. Roskovensky was not compensated directly by the Company in 1994, but,
the Company accrued and agreed to pay $221,644 to Davis Wire Corporation
("Davis") under an arrangement with Davis for the provision of his servic-
es. Davis is an affiliate of Michael E. Heisley. See "Certain Relation-
ships and Related Transactions". Mr. Roskovensky became a salaried em-
ployee of the Company in 1995. In January, 1995, the Company paid Mr.
Roskovensky $18,856 with respect to his services as an executive officer
of the Company for November and December of 1994.
(10) Mr. Pultz became an executive officer of the Company on January 20, 1993.
(11) Mr. Rodriguez became an executive officer of the Company on March 25,
1993 and ceased to be employed with the Company as of December 31, 1994.
(12) Mr. Sills became an executive officer of the Company on May 5, 1992.
EXECUTIVE EMPLOYMENT AGREEMENTS
On July 15, 1993 the Company entered into an employment agreement with Mr.
Denis N. Maiorani for a three year term expiring on July 14, 1996. The agree-
ment provided for a specified minimum salary of $363,000, and eligibility for
incentive compensation and all other benefit plans made available to the
Company's officers and key employees, including incentive bonuses of up to 90%
of his base salary. Under the terms of his employment agreement, Mr. Maiorani
elected to terminate his employment because the board failed to appoint him
Chief Executive Officer within the first year term of his agreement. Mr.
Maiorani's employment agreement provides for continued payment of his base pay
as of the date of the termination of his employment and certain benefits for a
period of eighteen months. The agreement restricts the ability of Mr. Maiorani
to compete with the Company for one year following the termination of employ-
ment.
9
<PAGE>
In all other cases, the Company considers itself an "at will" employer (sub-
ject to any contractual arrangements described below) with respect to its of-
ficers who are employees. The Company executed employment offer letters with
certain executive officers, including Messrs. Rodriguez, Sills and Pultz,
prior to the commencement of each such officer's employment with the Company.
The employment letters set forth, respectively, such officers' positions with
the Company, their starting base salaries and provide such officers with par-
ticipation in the Company's employee insurance and pension benefit plans and
incentive bonuses of up to 30% or 40% of such officer's respective base sala-
ries. Certain employment letters, including those for Messrs. Rodriguez, Sills
and Pultz, also provide for severance payments to be made in the event of ter-
mination of employment from the Company, for reasons other than cause or in a
change of control (defined as an acquisition by an unaffiliated person of 51%
or more of the voting securities of the Company), of a minimum payment of 78
weeks of base salary up to a maximum of 104 weeks of base salary. Mr. Rodri-
guez ceased to be an employee of the Company effective December 31, 1994. Un-
der his employment letter, Mr. Rodriguez is entitled to receive severance pay-
ments at his base salary, which was $16,667.67 per month as of the date of his
termination.
RETIREMENT BENEFITS
The Company's executive officers have been eligible to participate in the
Company's Master Pension Plan (the "Retirement Plan") after one year of con-
tinuous service. The Retirement Plan was amended effective January 1, 1995 to
cease future benefit accruals for all salaried employees and allow no new sal-
aried employee participants after December 31, 1994. Participants become eli-
gible to receive full retirement benefits at normal retirement, age 65, and
after five years of service with the Company. A participant whose employment
terminates prior to age 65 but with at least five years of vesting service in
the Retirement Plan is entitled to receive deferred vested benefits commencing
at age 65, or reduced benefits commencing at age 55. Benefits are payable ei-
ther in a lump sum, in the form of an annuity for the life of the participant,
or an annuity paying benefits for the life of the participant and thereafter
paying 50% of such benefits to a surviving spouse. The amount of benefits are
determined based on an amount accrued in a nominal account maintained for each
participant. Annual benefits commencing at age 65 under a single life annuity
are equal to one-tenth of the amount that would have accumulated had the fol-
lowing amounts been credited to the participant's account each year: 4% of the
participant's total compensation (up to a maximum compensation amount); an ad-
ditional 4% of the excess of such compensation over the social security tax-
able wage base; and interest on the prior year's account balance based on 90-
day Treasury Bill interest rates during the prior plan year. Annual single
life annuity benefits are limited to a maximum amount, currently $120,000.
Lump sum and joint survivor annuity benefits are determined based on the actu-
arial equivalent of the single annuity benefit. The Company estimates that the
annual benefits payable under the Retirement Plan upon normal retirement
(based on a single life annuity) to each of Messrs. Sills, Pultz and Rodriguez
would be $5,110, $2,555 and $1,523, respectively. The Retirement Plan was
amended prior to Mr. Heisley's becoming eligible to participate. At Mr.
Maiorani's termination from employment with the Company, his benefits under
the Retirement Plan were unvested.
The Company's executive officers are also eligible to participate in the
Company's 401(k) Savings Plan and Trust. Each participant may defer up to 10%
of their annual earnings and the Company matches 50% of the contributions up
to 6%, subject to maximum limitations under the Internal Revenue Code.
In 1993, the Company adopted an unfunded salary reduction supplemental exec-
utive retirement plan known as the Robertson Ceco Corporation Supplemental Em-
ployees Retirement and Savings Plan ("SERP"). The SERP was terminated effec-
tive as of January 1, 1995. The SERP, which was a non-qualified plan, was es-
tablished for the purpose of providing the Company's highly paid employees
with the same benefits they would have received under the Retirement Plan and
the Savings Plan and Trust if not restricted by the regulations of the Inter-
nal Revenue Service. The SERP was partially funded
10
<PAGE>
by employee contributions. The provisions of the SERP generally reflected all
the provisions of the Retirement Plan and the 401(k) Savings Plan and Trust.
Participation in the SERP commenced with the beginning of the Company's fiscal
year 1994, and ended when the SERP was terminated.
COMPENSATION OF DIRECTORS
Directors who are not employees or consultants of the Company or any of its
subsidiaries are paid an annual retainer of $20,000 and a fee of $1,000 for
actual attendance and $250 for participation by telephone at each meeting of
the Board or any of its committees, together with expenses of attendance. The
Chairpersons of the Audit Committee, Compensation Committee and Nominating
Committee are each paid an additional annual retainer of $3,000. A non-em-
ployee director may elect to have payments of retainer and meeting fees de-
ferred and held by the Company for payment at a later date selected by such
director. All deferred payments accrue interest at the Mellon Bank, N.A. prime
rate as in effect from time to time.
Each person who becomes a member of the Board and who is not then an em-
ployee of the Company or any of its subsidiaries receives, pursuant to the
terms of The Long Term Incentive Plan, a one-time, automatic award of shares
of Common Stock ("Non-Employee Director Awards"). Shares of Common Stock re-
ceived pursuant to a Non-Employee Director Award are in lieu of the first
$5,000 of the retainer fee that would otherwise be payable to such director.
The number of shares issued to an eligible director equals $5,000 divided by
the fair market value of one share of Common Stock as of the last day of the
month immediately preceding the date such retainer would otherwise be paid.
During the period January 1 through December 31, 1994, no Non-Employee Direc-
tor Awards were made.
COMPENSATION COMMITTEE REPORT
AND STOCK PRICE PERFORMANCE GRAPH
NOTE: THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND STOCK PRICE PER-
FORMANCE GRAPH SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY
FILING BY THE COMPANY WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE SE-
CURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY SUCH INCORPORATION BY REF-
ERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is pleased to present
its report on executive compensation. The Compensation Committee is appointed
by the Board of Directors and is composed of three directors of the Company
who are not employees of the Company and who are independent of management.
The Committee is responsible for administration of the Company's compensation
program for executive officers, including approving awards under the Company's
incentive compensation plans.
The year 1994 was significant in the Company's continuing efforts to improve
its financial situation and strengthen its foundations for future profitabili-
ty. There were many significant changes in 1994 in the management and struc-
ture of the Company, which began at the end of 1993 with the appointment of
Mr. Michael E. Heisley as Chief Executive Officer. During the year, the Com-
pany sold its Cupples Products Division and entered into a letter of intent to
sell its Concrete Construction Division. In addition, the Company commenced an
effort to divest its European operations. With these moves, the Company turned
its focus to the Metal Buildings Group and Asia/Pacific building products
group as its core businesses.
11
<PAGE>
While making these significant structural changes, the Company simultane-
ously commenced a reorganization of the management of its remaining businesses
designed to help the Company to achieve a lower cost structure while attaining
the flexibility to deal with future changes in the business so as to remain
profitable during times of change. Mr. E. A. Roskovensky, who was appointed as
President of the Metal Buildings Group in the second quarter and as President
and Chief Operating Officer of the Company in the fourth quarter, was given
responsibility for most of this reorganization. The result was a significant
reduction in overhead costs within the Metal Buildings Group and significant
downsizing of the Company's central corporate organization.
During this year of such substantial change within the Company, the
Company's compensation philosophy was to maintain a simplistic compensation
structure, incentivize the achievement of profitability within the operations
and reward achievement. Thus, while the Company as a whole was not profitable
for 1994 due to trailing liabilities and continuing structural issues, several
of its businesses, including the Metal Buildings Group, were successful, and
the corporate organization was streamlined. The Company made no stock-based
awards under its Long-Term Incentive Plan in 1994 and limited its executive
compensation program to two basic components, base salary and cash bonus
awards.
The Company's compensation structure with respect to its executive officers
has been based on the desire to attract and retain individuals with the neces-
sary abilities and skills to carry out a comprehensive capital and financial
restructuring and to manage the business and finances of the Company during a
very difficult period. The Company established its base salary structure and
short-term incentives in prior years to attract and retain key executives in
important positions that have a major impact on the ultimate success of the
Company. In making decisions in 1994 regarding executive officer compensation,
the Compensation Committee continued to review and be cognizant of industry-
wide compensation information furnished by independent compensation consul-
tants to the Company. However, compensation decisions for 1994 were subjec-
tively determined on an individual basis rather than by reference to any spe-
cific comparative compensation data.
In May 1994, following the Company's 1994 Annual Meeting, the Board of Di-
rectors appointed Mr. Roskovensky as Corporate Vice President and President,
Robertson-Ceco Metal Buildings Group. Prior to that appointment, he served as
acting President of the Metal Buildings Group from February 1994. In November
1994, Mr. Roskovensky was appointed by the Board as President and Chief Oper-
ating Officer of the Company. During the course of the year, while devoting
substantially all of his time to his duties with the Company, Mr. Roskovensky
was not compensated directly by the Company. See "Certain Relationships and
Related Transactions". The rate of compensation paid for Mr. Roskovensky's
services was based, during the period from February through October, 1994, on
the annual salary previously paid to his predecessor as President of the Metal
Buildings Group, and during the period subsequent to his appointment as Presi-
dent and Chief Operating Officer of Robertson-Ceco Corporation, on the annual
salary paid to his predecessor in that position.
The Committee approved and the Board of Directors authorized in 1994 a base
salary of $300,000 for Mr. Heisley as Chief Executive Officer. The determina-
tion of this compensation level was made on a subjective determination based
in part on what the Company had compensated its Chief Executive Officers in
previous years. With the exception of Messrs. Heisley and Roskovensky, the
base salaries of the Company's executive officers in 1994 were paid pursuant
to arrangements made with them in prior years.
The Company has an annual bonus program, established in 1993 by the Board of
Directors, in which executive officers and other key persons are eligible for
annual cash bonuses as approved by the Committee, based on achievement of cer-
tain financial objectives, including targeted earnings before interest and
taxes, cash flow and return on net assets, and individual performance objec-
tives, as well as discretionary awards. Under this program executives eligible
to receive a bonus can earn
12
<PAGE>
from half and up to twice a standard bonus opportunity. Under the program,
standard bonus opportunities, expressed as a percentage of base salary, estab-
lished for each management level are 70% for CEO, 45% for President, 40% for
divisional presidents or general managers and 30% for corporate vice presi-
dents.
With respect to 1994, the Committee approved bonus awards for management of
the Metal Buildings Group based on achievement of desired financial targets
approved by the Committee in early 1994. For certain corporate executives, the
Committee approved bonus awards to reward the successful management of the
structural transitions implemented by the Company as well as the issues in-
volved in downsizing and reorganizing the corporate staff based on the subjec-
tive determination of the Committee utilizing input from the Chief Executive
Officer and Chief Operating Officer. Those executives included Messrs. Pultz
and Sills who were awarded their full standard bonus opportunity with respect
to 1994. The Committee approved a cash bonus for Mr. Roskovensky based in part
on the successful achievement of the desired financial targets of the Metal
Buildings Group approved by the Committee and in part on the management of the
reorganization of the Company's central corporate organization. This reflects
his serving a portion of the year as President of the Metal Buildings Group,
and a portion of the year, including a transition period taking over that role
prior to his appointment by the Board, as President and Chief Operating Offi-
cer of the Company. No bonus was paid to Mr. Heisley.
In summary, the Compensation Committee believes that 1994 compensation lev-
els reflect the Company's policy to attract and retain highly qualified indi-
viduals to positions key to the Company's success. The Committee further be-
lieves that the combination of base salary and bonus opportunity, as described
above, provides a compensation program designed to maximize long-term stock-
holder interests.
Mary Heidi Hall Jones (Chairman)
Kevin E. Lewis
Leonids Rudins
13
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following line graph compares the cumulative performance of the Common
Stock (and, prior to the merger of H. H. Robertson Company ("Robertson") and
Ceco Industries, Inc. on November 8, 1990, the common stock of Robertson) with
the S&P Composite--500 Stock Index and a building products industry index con-
structed by the Company (consisting of Apogee Enterprises, Butler Manufactur-
ing, International Aluminum and United Dominion Industries, and weighted by
market capitalization) as of December 31 of each year in the five-year period
ended December 31, 1994. The graph assumes that $100 was invested at the clos-
ing price on December 31, 1989 in each of Robertson's Common Stock, the S&P
Composite--500 Stock Index and the building products industry index, and that
all dividends were reinvested.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG ROBERTSON-CECO CORPORATION, THE S&P 500 INDEX AND A PEER GROUP
<CAPTION>
Measurement period ROBERTSON-CECO BUILDING PRODUCTS S&P 500
(Fiscal Year Covered) CORPORATION PEER GROUP INDEX
- --------------------- -------------- ----------------- -------
<S> <C> <C> <C>
Measurement PT -
11/09/90 $ 100 $ 100 $ 100
FYE 12/31/90 $ 88 $ 100 $ 105
FYE 12/31/91 $ 58 $ 94 $ 133
FYE 12/31/92 $ 13 $ 91 $ 139
FYE 12/31/93 $ 4 $ 173 $ 149
FYE 12/31/94 $ 4 $ 188 $ 146
</TABLE>
* $ 100 INVESTED ON 11/09/90 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 3, 1995, the Company entered into an agreement with Ceco Concrete
Construction Corporation ("CCCC") (the "Concrete Agreement"). Pursuant to the
Concrete Agreement, CCCC purchased the business and assets of the Company's
Concrete Construction Division, which provides subcontracting services for
forming poured-in-place, reinforced concrete buildings, for consideration con-
sisting of $11.5 million in cash adjusted to reflect an as of October 1, 1994
sale date, a $3.0 million interest bearing promissory note payable in three
annual installments and the assumption by the purchaser of certain liabili-
ties. The cash consideration is to be adjusted for certain changes in the di-
vision's balance sheet between October 1, 1994 and March 3, 1995. CCCC is
owned by Pettibone Corporation of which Michael E. Heisley is the Chairman of
the Executive Committee and sole shareholder. The transaction and the consid-
eration therefor were negotiated under the direction of a special committee of
disinterested directors appointed by the Board of Directors of the Company
consisting of Ms. Jones and Messrs. Berman and Benevento.
On August 1, 1994, the Company and its wholly-owned subsidiary Robertson
Espanola, S.A. entered into a subcontract agreement with RBC Holdings, L.P.
("RBC") (the "RBC Subcontract"). Pursuant to the RBC Subcontract, the Company
and its subsidiary have undertaken to acquire and supply certain materials
for, and to coordinate the installation of a curtainwall system project in Ma-
drid Spain. The Company and its subsidiary will be paid for certain costs and
expenses associated with performance of the RBC Subcontract. All of RBC's re-
ceipts under its general contract with the owner of the project in excess of
$5 million plus costs and expenses incurred by RBC for completion and collec-
tion, will be split equally between RBC and the Company. RBC is an affiliate
of, and is controlled by Michael E. Heisley.
On December 27, 1994, the Company executed an agreement (the "Cupples Agree-
ment") with Cupples Products, Inc. ("CPI"). Pursuant to the Cupples Agreement,
on December 27, 1994 (the "Closing Date"), CPI purchased the assets and busi-
ness of the Company's Cupples Products Division (including up to $900,000 of
the proceeds of the RBC Subcontract), which manufactures curtainwall systems,
for $.8 million and the assumption of certain liabilities by the purchaser, to
be adjusted following the closing for certain changes in working capital oc-
curring between July 31, 1994 and November 15, 1994, and certain intercompany
advances occurring between November 16, 1994 and the Closing Date. CPI is
owned by Gregg C. Sage. As part of the transaction, Gregg C. Sage and Sage
Capital executed a letter agreement pursuant to which the consulting agreement
between the Company and Sage Capital was terminated and the restricted shares
awarded to Gregg C. Sage under the Long Term Incentive Plan were forfeited.
See below. The transaction and the consideration therefor were negotiated with
Mr. Gregg C. Sage under the direction of a special committee of disinterested
directors appointed by the Board of Directors, consisting of Ms. Jones and
Messrs. Berman and Rudins. The Cupples Agreement also provides that CPI will
provide certain services to the Company for certain fees, on an as-needed ba-
sis, to assist in the resolution of certain legal proceedings and warranty and
rectification claims which arose prior to the sale.
On September 30, 1992 the Company and Sage Capital Corporation ("Sage Capi-
tal") entered into a consulting agreement pursuant to which Sage Capital
agreed to provide consulting and financial services to the Company with re-
spect to the Company's operational and financial restructuring efforts (the
"Consulting Agreement"). Andrew G. C. Sage II and Gregg C. Sage are Chairman
and Managing Director, respectively of Sage Capital. Pursuant to the Consult-
ing Agreement, Sage Capital agreed to make available 50% of Andrew Sage's
working time and substantially all of Gregg Sage's working time for a fee of
$600,000 per annum payable monthly plus reimbursement for all reasonable out-
of-pocket expenses. In March 1993 the Consulting Agreement was extended on a
month-by-month basis until July 14, 1993. On July 15, 1993 the Company and
Sage Capital amended the Consulting Agreement. During the term of the amended
Agreement, which was terminated on December 27, 1994, Gregg C. Sage made
available substantially all his working time to the Company. Sage Capital was
paid
15
<PAGE>
$200,000 per annum and was reimbursed for reasonable out-of-pocket expenses.
Gregg C. Sage was also entitled to participate in the Company's bonus program
and in the Company's Long Term Incentive Program. With respect to 1993, Gregg
C. Sage received a cash bonus of $110,000 and an award of 50,000 restricted
shares under the Long Term Incentive Plan upon substantially the same terms as
those awarded to executive officers. The 50,000 shares were forfeited upon the
termination of the Consulting Agreement pursuant to a letter agreement between
Gregg Sage and the Company dated December 27, 1994 executed in conjunction
with the Cupples Agreement.
In 1994, under an arrangement between the Company and Davis Wire Corporation
("Davis") for which Mr. Roskovensky is President, Davis provided the Company
with the services of Mr. Roskovensky for substantially all of his time, from
February, 1994, to manage the Company's Metal Buildings Group, and, from No-
vember 1994, to serve as President and Chief Operating Officer of the Company.
Mr. Roskovensky was compensated by Davis and the Company paid no remuneration
directly to him in 1994. However, the Company accrued and agreed to pay to Da-
vis $221,644 for his services in 1994. In addition, the Company paid him
$18,856 in January 1995 with respect to his services as an executive officer
of the Company for November and December of 1994. Davis is controlled by Mr.
Heisley, who is also its Chairman.
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company acting upon the recommendation of its
Audit Committee authorized the engagement of the firm of Price Waterhouse as
its independent accountants to audit the financial statements of the Company
for the fiscal year ending December 31, 1994. Price Waterhouse replaced the
firm of Deloitte & Touche, whose engagement as independent accountants of the
Company was terminated by the Company on September 14, 1993.
During the period from January 1, 1993 through September 14, 1993, there
were no disagreements with Deloitte & Touche on any matter of accounting prin-
ciples or practices, financial statement disclosure or auditing scope or pro-
cedure which, if not resolved to the satisfaction of Deloitte & Touche, would
have caused Deloitte & Touche to make reference to the matter in connection
with its reports on the Company's financial statements with respect to such
periods.
During the period from January 1, 1993 through September 14, 1993, neither
the Company nor anyone else on its behalf consulted Price Waterhouse regarding
either (i) the application of accounting principles to a specified transac-
tion, either completed or proposed, or (ii) the type of audit opinion that
might be rendered on the Company's financial statements.
No representatives of Price Waterhouse will be present at the Annual Meet-
ing.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Any proposal by a stockholder of the Company intended to be presented for
consideration at the Company's annual meeting of stockholders in 1996 must be
received by the Company not later than December 5, 1995 for inclusion in the
proxy statement and form proxy relating to that meeting. Proposals should be
submitted to the Secretary of the Company at the Company's principal office in
Boston, MA.
16
<PAGE>
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Meeting other than the items
referred to above. Proxies in the enclosed form will be voted in respect to
any other business that is properly brought before the Meeting in accordance
with the judgment of the person or persons voting the proxies.
By Order of the Board of Directors
George S. Pultz,
Secretary
April 4, 1995
17
<PAGE>
ROBERTSON-CECO CORPORATION
PROXY FOR COMMON STOCK
Proxy Solicited by the Board of Directors
Annual Meeting of Stockholders Tuesday, May 2, 1995
The undersigned hereby appoints Andrew G. C. Sage, II, E. A. Roskovensky and
George S. Pultz and each of them the undersigned's true and lawful attorneys and
proxies (with full power of substitution in each) to vote all Common Stock of
Robertson-Ceco Corporation standing in the undersigned's name, at the Annual
Meeting of Stockholders of said Corporation to be held at the offices of
Robertson-Ceco Corporation located at 222 Berkeley Street, Boston, Massachusetts
on Tuesday, May 2, 1995 at 11:00 A.M., Eastern time, and at all adjournments
thereof, upon those matters as described in the Proxy Statement for the meeting
and such other matters as may properly come before such meeting and all
adjournments thereof.
If not otherwise specified, this proxy will be voted FOR the election of the
nominees specified in Proposal 1 and FOR Proposal 2.
(Continued and to be signed on reverse side)
SEE
REVERSE SIDE
<PAGE>
[X] Please mark your
votes as in this
example.
FOR WITHHELD
1. ELECTION Class II (2 year term) Nominees:
OF [ ] [ ] Stanley G. Berman
DIRECTORS: L. Edwin Donegan, Jr.
For, except vote withheld from the Michael E. Heisley
following nominee. E. A. Roskovensky
- ---------------------------------
2. Vote on such other matters as may properly come before the Annual
Meeting and any adjournments thereof.
If not otherwise specified, this proxy will be voted FOR the election
of the nominees specified in Proposal 1 and FOR Proposal 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
SIGNATURES______________________________ DATE_________________
SIGNATURES______________________________ DATE_________________
Note: Please sign exactly as your name appears. When signing as Attorney,
Executor, Administrator or Guardian, please give full title as such. If
signer is a corporation, please sign with the full corporation name by
duly authorized officer or officers.
---------------------------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN & DATE IT ABOVE
