UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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.
RC Holdings, 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)
September 30, 1996
(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, WK, 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
UNITED STATES
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 9,000,460
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,000,460
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,460
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RC HOLDINGS, 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!
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!
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 5,666,000 shares
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,666,000 shares
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,666,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 5
to
Schedule 13D
of
RC Holdings, Inc.,
RBC Holdings, L.P.
Michael E. Heisley, Sr.
and
Pettibone Corporation
with respect to the
Common Stock, par value $0.01 per share
of
Robertson-Ceco Corporation
The information contained in the (i) original Schedule 13D ("Original
Schedule 13D") filed November 19, 1993 by RC Holdings, Inc. ("RC Holdings")
(formerly called Heico Acquisitions, Inc.) and Michael E. Heisley, Sr.
("Heisley"), (ii) Amendment No. 1 to the Original Schedule 13D ("Amendment No.
1") filed December 14, 1993 by RC Holdings, Heisley and RBC Holdings, a Delaware
limited partnership ("RBC"), (iii) Amendment No. 2 to the Original Schedule 13D
("Amendment No. 2") dated November 20, 1995 by RC Holdings, Heisley, RBC,
Michael E. Heisley, Jr. and Emily Heisley Stoeckel, (iv) Amendment No. 3 to the
Original Schedule 13D ("Amendment No. 3") filed January 10, 1996 by Heico,
Heisley, RBC, RC Holdings and Pettibone Corporation ("Pettibone") is
incorporated herein by reference and (v) Amendment No. 4 to the Original
Schedule 13D ("Amendment No. 4") filed August 20, 1996.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 to Schedule 13D 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 5000 Executive Parkway, Suite 425, San Ramon,
California 94583.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 5 is filed on behalf of (i) RBC, (ii) RC Holdings,
(iii) Heisley and (iv) Pettibone. Heisley is the Chief Executive Officer and
Vice Chairman of the Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 20, 1996, Pettibone entered into a Stock Purchase Agreement,
filed as Exhibit 18 to Amendment No. 4 (the "Stock Purchase Agreement"), with
Sage Capital Corporation ("Sage") whereby, on three dates, Pettibone will
purchase from Sage a total of 4,666,000 shares of Common Stock for $27,996,000
(or $6.00 per share) (the "Stock Purchase"). Pursuant to the Stock Purchase
Agreement, on September 30, 1996, Pettibone purchased 1,166,500 shares for an
aggregate purchase price of $6,999,000. In addition, Pettibone shall purchase
the remaining 3,499,500 shares of Common Stock in the amounts and on the dates
set forth below:
Shares to Purchase
Purchase Date be Purchased Price
January 31, 1997 1,166,500 $6,999,000
September 30, 1997 2,333,000 $13,998,000
In any event, Pettibone may purchase any or all of the remaining 3,499,500
at any time or times prior to the specified Purchase Date by providing ten (10)
days prior written notice to Sage.
The Purchase Price for the remaining 3,499,500 shares shall be increased to
reflect interest on such amount equal to the interest rate per annum charged for
borrowings by Pettibone from its primary lending bank (or banks) on August 19,
1996.
In connection with the Stock Purchase, Sage appointed officers of Pettibone
as its attorney-in-fact and proxy for Sage until October 15, 1997 or as long as
the Stock Purchase Agreement remains in effect, whichever is longer; provided,
however, if Pettibone fails to purchase from Sage the shares of Common Stock on
the purchase dates set forth above, the proxy shall immediately be revoked with
respect to such shares not purchased.
The shares of Common Stock that Pettibone will acquire from Sage have
Registration Rights as described in Exhibit 19 filed with Amendment No. 4.
Pettibone financed the purchase of 1,166,500 shares of Common Stock on
September 30, 1996 and currently anticipates that it will finance the remaining
Stock Purchase with its line of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
Except as provided herein, RBC, RC Holdings, Heisley and Pettibone
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, Amendment No. 1, Amendment No. 2 or Amendment No. 3 or Amendment
No. 4, they may dispose of all or a portion of the shares of Common Stock held
by them, 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
(a) - (b) RBC (and Heisley and RC Holdings, 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 July 31, 1996). RBC, RC Holdings and
Heisley have sole voting and dispositive power with respect to all of such
Shares.
Heisley also directly owns 1,127 shares of Common Stock, over which he
has sole voting and dispositive power.
After taking into account Pettibone's purchase of 1,166,500 shares of
Common Stock on September 30 and Pettibone's obligation to purchase 4,666,000
shares of Common Stock pursuant to the Stock Purchase Agreement, Pettibone (and
Heisley, indirectly through Pettibone) beneficially owns 5,666,000 shares of
Common Stock, which represent 35.0% of the issued and outstanding Common Stock
(based on the number of shares of Common Stock issued and outstanding on July
31, 1996). Heisley, as controlling partner of the sole stockholder of Pettibone
and Chief Executive Officer of Pettibone, has sole voting and dispositive power.
When the above shares are aggregated and after taking into account
Pettibone's obligation to purchase 4,666,000 shares of Common Stock pursuant to
the Stock Purchase Agreement, RBC, RC Holdings, Heisley and Pettibone
collectively beneficially own 9,000,460 shares of Common Stock, which represent
55.6% of the issued and outstanding Common Stock (based on the number of shares
of Common Stock issued and outstanding on July 31, 1996).
(c) Except in connection with the Stock Purchase Agreement, RBC,
Heisley, RC Holdings and Pettibone have not effected any transaction in the
Common Stock within the 60 day period immediately prior to the event requiring
the filing of this Amendment No. 5.
(d) Not applicable.
(e) Not applicable.
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, Amendment No. 1, Amendment No. 2, Amendment No. 3 or
Amendment No. 4, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among RBC, RC Holdings, Heisley and
Pettibone, or between them and any person with respect to any securities of the
Company.
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 (previously filed with Amendment No. 2).
13. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Pettibone Corporation (previously filed
with Amendment No. 2).
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 (previously filed with Amendment No. 2).
15. Guaranty dated as of November 20, 1995 executed by Pettibone
Corporation in favor of Bank of America Illinois (previously filed with
Amendment No. 2).
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. (previously filed with Amendment No. 2).
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. (previously filed with Amendment No. 2).
18. Stock Purchase Agreement dated August 19, 1996 by and among
Pettibone Corporation and Sage Capital Corporation (previously filed with
Amendment No. 4).
19. Registration Rights Agreement dated May 17, 1993 between
Robertson-Ceco Corporation and Sage RHH (previously filed with Amendment No. 4).
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: October 8, 1996 RC HOLDINGS, 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.
