UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ROBERTSON-CECO CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
770 539 203
(CUSIP Number)
Andrew G.C. Sage, II
c/o Robertson Ceco Corporation
5000 Executive Parkway
Suite 425
San Ramon, CA 94583
(510) 358-0330
(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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew G.C. Sage, II
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
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
USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 250,112**
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 250,112
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,112
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Same shares as noted for
Sage Capital Corporation. See Item 5 herein.
SCHEDULE 13D
CUSIP NO. 770 539 203
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sage Capital Corporation
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
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
Wyoming, USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 250,112**
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 250,112
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,112
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Same shares as noted for Andrew G.C. Sage, II.
See Item 5 herein.
SCHEDULE 13D
CUSIP NO. 770 539 203
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sage RHH
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
_________________________________________________________________
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
Wyoming, USA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 4 TO SCHEDULE 13D
The information contained in the (i) original Schedule 13D ("Original
Schedule 13D") filed September 25, 1992 by Sage Capital Corporation, a Wyoming
corporation ("Sage"), and Sage RHH, a Wyoming partnership ("Sage RHH"), (ii)
Amendment No. 1 ("Amendment No. 1") to the Original Schedule 13D by Sage and
Sage RHH filed January 11, 1993, (iii) Amendment No. 2 ("Amendment No. 2") to
the Original Schedule 13D by Sage and Sage RHH filed July 15, 1993, and (iv)
Amendment No. 3 to the Original Schedule 13D by Andrew G.C. Sage, II, Sage and
Sage RHH ("Amendment No. 3"), is incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 on Schedule 13D pertains to the common stock, par
value $0.01 per share ("Common Stock"), of Robertson-Ceco Corporation (the
"Company"), which has its principal executive offices at 500 Executive Parkway,
Suite 425, San Ramon, California 94853.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c). This Statement is being filed by Andrew G.C. Sage, II,
Sage and Sage RHH. The joint filing agreement between Sage and Sage RHH was
filed as Exhibit A to Amendment No. 1. The principal executive offices of Sage
and Sage RHH are both located at 275 East Broadway, Jackson, Wyoming, 83001.
Sage is a management consulting company and Sage RHH is an investment
partnership. Mr. Sage is the President, Chairman and controlling stockholder of
Sage (and Chairman of the Company).
The executive officers and directors of Sage (the "Sage Officers and
Directors") and their respective principal occupations and business addresses
are as follows:
Sage Executive Officers and Directors
Name Principal Occupation
and Business Address
Andrew G. C. Sage, II Consultant
President and Chairman Sage Capital Corporation
275 East Broadway
Jackson, WY 83001
Gregg C. Sage Chairman & CEO
Executive Vice President Cupples Products, Inc.
10733 Sunset Office Drive
St. Louis, MO 63127-1022
George Thomson, C.P.A. Certified Public Accountant
Treasurer P.O. Box 4158
Jackson, WY 83001
David Larson Attorney
Secretary P.O. Box 3345
Jackson, WY 83001
Each of the above mentioned executive officers of Sage is also a Director of
Sage.
The partners of Sage RHH are Sage and Windwell Financial Corporation,
a Florida corporation ("Windwell", and together with Sage, the "Sage RHH
Partners"), and their respective principal occupations and business addresses
are as follows:
Sage RHH Partners
Name Principal Occupation
and Business Address
Sage Capital Corporation, Management Consulting
a Wyoming corporation 275 East Broadway
Jackson, WY 83001
Windwell Financial Corporation, Investment Company
a Florida corporation 434 Chilean Avenue
Palm Beach, FL 33480
The executive officers and directors of Windwell (the "Windwell
Officers and Directors') and their respective principal occupations and business
addresses are as follows:
Windwell Executive Officers and Directors
Name Principal Occupation
and Business Address
Frank A. Benevento II Benevento Financial Group
President and Treasurer 180 Royal Palm Way
and sole director Suite 211
Palm Beach, FL 33480
Gary M. Pittman Financial Executive
Secretary and Consultant
Two Wisconsin Circle
Suite 350
Chevy Chase, MD 20815
(d) - (f). During the past five years, none of Sage, any of the Sage
Officers and Directors, Sage RHH, Windwell, or any of the Windwell Officers and
Directors has been a party to any criminal proceeding (excluding traffic
violations or similar misdemeanors) or to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Sage, any of
the Sage Officers and Directors, Sage RHH, Windwell, or any of the Windwell
Officers and Directors was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Each of the Sage Officers and Directors and the Windwell Officers
and Directors are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 20, 1996, Pettibone Corporation ("Pettibone") entered into a
Stock Purchase Agreement, filed as Exhibit H to Amendment No. 3 (the "Stock
Purchase Agreement"), with Sage whereby 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 acquired 1,166,500 shares of Common Stock for a total of $6,999,000.
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
shares at any time or times prior to the specified Purchase Date by providing
ten (10) days prior written notice to Sage.
The Purchase Price with respect to 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 20, 1996.
In connection with the Stock Purchase Agreement, 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 the Registration Rights Agreement, filed as
Exhibit G to Amendment No. 2 (the "Registration Rights Agreement")
On September 27, 1996, Sage caused Sage RHH to distribute 4,916,112 and
546,235 shares of Common Stock held by Sage RHH to Sage and Windwell,
respectively. Sage RHH no longer owns any shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (j). The Shares beneficially owned as of this date by Sage have
been acquired for investment purposes and are subject to the Securities Purchase
Agreement that was filed as Exhibit E to Amendment No. 1. In the future, Sage
may dispose of all or a portion of their remaining Shares at any time. In
addition, Sage may make purchases of Common Stock in open market or in private,
negotiated transactions. Any such purchases will depend on the evaluation of
the investment (which evaluation is continuing), the amounts and prices of
available shares and other relevant considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) After taking into account Pettibone's obligation to purchase and
right to vote 4,666,000 shares of Common Stock from Sage pursuant to the Stock
Purchase Agreement, Andrew G.C. Sage, II beneficially owns, through his control
of Sage 250,112 shares (the "Shares") or 1.5% of the outstanding shares of
Common Stock of the Company.
(b) Sage has the sole power to vote and dispose of the Shares.
Andrew G.C. Sage, II, the President, Chairman and controlling stockholder of
Sage (and Chairman of the Company), has sole power to vote and dispose of the
Shares on behalf of Sage.
(c) Except as described herein, neither Sage nor any of the Sage
Officers and Directors nor Windwell or any of the Windwell Officers and
Directors has effected transactions in the Common Stock within the 60 day period
immediately prior to the event requiring the filing of this Schedule 13D.
(d) See response to Item 6.
(e) After taking into account Pettibone's obligation to purchase and
right to vote 4,666,000 shares of Common Stock from Sage pursuant to the Stock
Purchase Agreement, Mr. Andrew Sage, II and Sage will cease to be beneficial
owners of more than 5% of the Common Stock. As of September 15, 1996, Sage, RHH
is no longer the beneficial owner of any Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Pursuant to the Securities Purchase Agreement, filed as Exhibit E to
Amendment No. 1 (the "Securities Purchase Agreement"), Sage agreed to submit to
Mulligan Partnership, a Dutch partnership ("Mulligan"), 50% of any consideration
(whether cash or property) paid or delivered to Sage RHH upon Sage RHH's sale,
at any time, of all or any portion of the shares of Common Stock acquired by
Sage in September 1992 to a bona fide third party purchaser, net of reasonable
expenses, incurred in effecting such sale. On September 24, 1996, Sage entered
into a Letter Agreement with Mulligan (the "Letter Agreement"), in which Sage
agreed to pay Mulligan $16,386,000 from the proceeds of Sage's sale of Common
Stock to Pettibone pursuant to the Stock Purchase Agreement. Upon payment of
the $16,386,000 to Mulligan, all of Sage's obligations to Mulligan under the
Securities Purchase Agreement will be satisfied in full and Sage will have no
further obligation to Mulligan thereafter.
Pursuant to the Registration Rights Agreement, the Company has agreed
that upon the demand of Sage and subject to certain limitations set forth
therein, the Company will file and cause to become effective up to two
registration statements under the Securities Act of 1933 (the "Act"). In
addition, the Company has agreed that it will give Sage notice each time it
proposes to register any of its securities under the Act, and upon the written
request of Sage, will use its best efforts to include such shares of Common
Stock of the Company held by Sage in the registration statement. The
Registration Rights Agreement is hereby incorporated by reference in response to
this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
This Statement summarizes the terms of certain documents. Such
summaries are qualified by reference to the Exhibits set forth below.
Exhibit A - Joint Filing Agreement between Sage Capital Corporation
and Sage RHH*
Exhibit B - Sage Executive Officers and Directors*
Exhibit C - Sage RHH Partners*
Exhibit D - Windwell Executive Officers and Directors*
Exhibit E - Securities Purchase Agreement between Sage and Mulligan
Partnership dated as of September 15, 1992*
Exhibit F - General Partnership Agreement of Sage RHH*
Exhibit G - Registration Rights Agreement between Sage RHH and
Robertson-Ceco Corporation**
Exhibit H - Stock Purchase Agreement dated August 20, 1996 between
Pettibone Corporation and Sage Capital Corporation.***
Exhibit I - Letter Agreement dated September 24, 1996 between Sage
and Mulligan Partnership.
* Incorporated by reference to Amendment No. 1 to Schedule 13D relating
to Robertson-Ceco Corporation dated December 30, 1992.
** Incorporated by reference to Amendment No. 2 to Schedule 13D relating
to Robertson-Ceco Corporation dated July 15, 1996.
*** Incorporated by reference to Amendment No. 3 to Schedule 13D relating
to Robertson-Ceco Corporation dated August 20, 1996.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: October 2, 1996 SAGE CAPITAL CORPORATION
By: /s/ Andrew G. C. Sage, II
Name: Andrew G. C. Sage, II
Title: President and Chairman
SAGE RHH
By: /s/ Andrew G. C. Sage, II
Name: Andrew G. C. Sage, II
Title: President and Chairman
/s/ Andrew G. C. Sage, II
Andrew G. C. Sage, II
EXHIBIT I
September 30, 1996
Mulligan Partnership
c/o Van Mens & Wisselink
P.O. Box 85450
3508 AL Utrecht
NETHERLANDS
Dear Sirs:
Reference is made to a certain Securities Purchase Agreement between Sage
Capital Corporation ("Sage") and Mulligan Partnership, a Dutch Partnership
("Mulligan"), dated September 15, 1992 (the "Purchase Agreement"), pursuant to
which Sage purchased from Mulligan shares of common stock and subordinated
debentures of Robertson-Ceco Corporation (the "Company"), such shares and
debentures hereinafter collectively referred to as the "Old Securities."
Section 2 of the Purchase Agreement provides that upon the sale of the Old
Securities by Sage to a bona fide third party purchaser, Sage will pay to
Mulligan 50% of the net proceeds (after deducting reasonable expenses and any
third-party commissions) received from such sale (such 50% hereinafter referred
to as the "Mulligan Half").
As you know, the Company encountered serious financial difficulties, and as
a result the Company was reorganized in July 1993 (the "Reorganization"). As
part of the Reorganization, Sage surrendered the Old Securities and received in
exchange 5,462,347 shares of common stock of the Company ("New Shares").
Therefore, in the event of the sale of all the New Shares, Mulligan will be
entitled to the net proceeds from 2,731,174 New Shares.
Attached to this letter as Exhibit A is a Stock Purchase Agreement between
Sage and Pettibone Corporation (the "Buyer"), dated August 20, 1996 ("Sale
Agreement"), pursuant to which Sage has agreed to sell 4,666,000 New Shares to
Buyer, leaving a balance of 796,347 New Shares. In advising Mulligan of the
proposed sale of less than all of the New Shares, Mulligan has requested that
Sage sell the entire Mulligan Half at this time, and Sage has agreed to that
request. As a result, Mulligan will sell 2,731,174 (approximately 62%) of the
4,666,000 New Shares to be sold to Buyer, and Sage will sell the remaining
1,934,826 New Shares and retain the balance of 796,347 New Shares.
Promptly after Buyer purchases the New Shares pursuant to and on the three
Purchase Dates, set forth in Section 1.1 of the Sale Agreement, Sage will pay,
or cause to be paid to Mulligan the Mulligan Half, net of expenses and
commissions, based on the sale of 25%, 25% and 50% of Mulligan's 2,731,174 New
Shares at $6.00 per New Share (plus a pro rata portion of the interest, if any,
received by Sage pursuant to Section 1.1 of the Sale Agreement) on September 30,
1996, January 31, 1997 and September 30, 1997, respectively, or such earlier
date as may be provided for in accordance with Section 1.1 of the Sale
Agreement.
Mulligan agrees that (i) this letter agreement complies with, and satisfies
the provisions of, Section 2 of the Purchase Agreement, (ii) upon receipt of the
payments from Buyer for the New Shares being sold to Buyer for Mulligan's
account, Mulligan will have received all of the amounts to which it is entitled
under the Purchase Agreement, hereby acknowledging that although Sage is not
selling all of the New Shares, it has given Mulligan the right and priority to
sell all of its New Shares, representing approximately 59% of the New Shares
being sold pursuant to the Sale Agreement, and (iii) Mulligan has no rights or
interests, legal or equitable, in or to the balance of the New Shares that Sage
has elected not to sell to Buyer and that any and all proceeds therefrom shall
be exclusively paid to Sage and/or its designees.
Mulligan further agrees that upon the payment to Mulligan of the proceeds
received by Sage from the sale of New Shares to Buyer pursuant to Section 1.1 of
the Sale Agreement, Sage shall have discharged in full all of its covenants and
obligations to Mulligan pursuant to the Purchase Agreement, and thereafter Sage
may sell or otherwise dispose of the balance of the New Shares retained by it
without any obligation to make any payment to Mulligan with respect thereto.
If you agree with the terms and provisions set forth in this letter
agreement, please sign and return the duplicate copy to Sage, whereupon this
letter agreement shall be a binding and enforceable agreement between Sage and
Mulligan.
Very truly yours,
SAGE CAPITAL CORPORATION
By:____________________________
Its: _________________________
APPROVED AND AGREED
MULLIGAN PARTNERSHIP
By: _____________________________________
Its: _____________________________________
