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:
--X-- Preliminary proxy statement
----- 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)
-----------------------------------------------------------------
(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: -------------------------
ROBERTSON-CECO CORPORATION
222 Berkeley Street
Boston, MA 02116
617-425-5500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 1996
To the Stockholders of Robertson-Ceco Corporation:
Notice is hereby given that the annual meeting of stockholders of
ROBERTSON-CECO CORPORATION, a Delaware corporation (the "Company"), will be held
at its corporate offices, 222 Berkeley Street, Boston, Massachusetts at 10:00
a.m. local time, for the following purposes:
1. To consider and act upon a proposal to amend Article TENTH of the
Company's Certificate of Incorporation, as amended, to eliminate the
classification of the directors and provide that all directors be
elected for a term of one year.
2. If the stockholders approve the above proposal to amend the
Certificate of Incorporation, to elect ten directors of the Company to
hold office for the ensuing year. If the stockholders do not approve
the above proposal to amend the Certificate of Incorporation, to elect
three directors of the Company to hold office for the ensuing three
years.
3. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed March 30, 1996, as the record date for the
determination of the holders of shares of the Company's outstanding Common Stock
entitled to notice of and to vote at the annual meeting of stockholders. Each
stockholder is entitled to one vote per share on all matters to be voted on at
the meeting.
By Order of the Board of Directors
Stanley H. Meadows
Secretary
April 1, 1996
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH
REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
PRELIMINARY
ROBERTSON-CECO CORPORATION
222 BERKELEY STREET
BOSTON, MA 02116
PROXY STATEMENT
ANNUAL MEETING OF THE STOCKHOLDERS
MAY 29, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Robertson-Ceco
Corporation (the "Company") for use at the annual meeting of stockholders of
the Company and at any adjournment or adjournments thereof (the "Meeting") to
be held, pursuant to the accompanying Notice of Annual Meeting, on Wednesday,
May 29, 1996 at the offices of Robertson-Ceco Corporation located at 222
Berkeley Street, Boston, Massachusetts at 10.00 a.m. local time. The Company
expects to mail this Proxy Statement and accompanying proxy on or about April
1, 1996.
Valid proxies will be voted as specified thereon at the Meeting. A
stockholder 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
affirmatively indicates the intention to vote the shares in person.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31,
1995, including financial statements examined by Price Waterhouse,
independent accountants, and their report thereon, is being mailed herewith.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995 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 on March
30, 1996 are entitled to vote at the Meeting. On that date there were
issued, outstanding and entitled to vote at the Meeting __________ 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 matters 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 solicitation will be less than $25,000 plus other nominal out-of-pocket
expenses. Employees of the Company may also solicit proxies without
additional compensation. The Company and the 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 reimburse 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
owners 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 RBC Holdings, L.P. is based on information set forth in the Schedule 13D
of such entity dated January 12, 1996. The information with respect to
Ingalls & Snyder is based on information set forth in the Schedule 13G of
Ingalls & Snyder dated January 23, 1996.
Name and Address
of Beneficial Number of Percent of
Owner Shares(1) Class(2)
---------------- ---------- -----------
Sage RHH (3)(5) 5,462,347 33.74%
275 East Broadway
Jackson, WY 83001
RBC Holdings, L.P.(4)(5) 4,334,460 26.77%
Three First National Plaza
Suite 5600
Chicago, IL 60602
Ingalls & Snyder 1,890,415 11.68%
61 Broadway
New York, NY 10006
(1) Beneficial ownership for the purposes of this table is determined in
accordance with the rules and regulations of the SEC.
(2) The percentages have been calculated based on the number of shares of
Common Stock (16,188,618) which were outstanding at the close of business on
March 15, 1996.
(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, II, a
director of the Company. Mr. Gregg C. Sage, a director of the Company, is a
25% owner of Sage Capital.
(4) Michael E. Heisley, the Chief Executive Officer and a director of the
Company, is the President and sole stockholder of RC Holdings, 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 share ownership is reflected in the table.
(5) Both Sage RHH and RBC Holdings have entered into an agreement with the
Company providing under certain circumstances for shares of the Company's
Common Stock issued to them to be registered 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
information received from the persons named and other persons included in the
group of directors and executive officers. The information is provided as
of March 15, 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) 33.74%
Michael E. Heisley 4,334,460(3) 26.77%
Frank A. Benevento, II 513,460(4) 3.17%
Stanley G. Berman 1,127 *
Mary Heidi Hall Jones 116,147(5) *
Kevin E. Lewis 1,127 *
Leonids Rudins 1,127 *
Gregg C. Sage 5,462,347(6) 33.74%
E. A. Roskovensky 140,000(7) *
John C. Sills 25,000(7) *
Total of all shares
beneficially owned by
all executive officers
and directors as a group
(10 Persons) 10,594,795(8) 65.46%
______________________________________
* 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 persons
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 4 in the previous table for information regarding
voting and dispositive power with respect to Common Stock beneficially owned
by Mr. Michael E. Heisley. The number of shares listed on this table
includes the 1,127 shares owned directly by Mr. Heisley.
(4) Consists of a portion of the 5,462,347 shares owned by Sage RHH. Mr.
Benevento 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 capacity
and as trustee under certain trusts. The 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) Includes all shares owned by Sage RHH and deemed to be beneficially
owned by Mr. Andrew G. C. Sage, II. 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 voting and investment power over the shares of Common
Stock held by Sage RHH. Mr. Gregg C. Sage disclaims beneficial ownership of
such Common Stock.
(7) Consists of restricted shares of the Company's Common Stock granted
under The Long Term Incentive Plan. See "Executive Compensation".
(8) Includes 165,000 restricted shares of the Company's Common Stock granted
under the Long-Term Incentive Plan. See "Executive Compensation".
</TABLE>
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 reports 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 Company 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 officers and directors, the Company believes that during 1995 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 entitled 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 considered present for purposes of determining
the presence of a quorum.
All shares represented by a properly executed proxy will be voted at the
Annual 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 PROPOSAL 1, AMENDMENT OF THE COMPANY'S CHARTER (AS DEFINED
BELOW), AND UPON STOCKHOLDER APPROVAL OF PROPOSAL 1, FOR ELECTION OF THE
NOMINEES LISTED ON NOMINEE TABLE 1 BELOW, AND UPON FAILURE OF THE
STOCKHOLDERS TO APPROVE PROPOSAL 1, FOR THE ELECTION OF THE NOMINEES LISTED
ON NOMINEE TABLE 2, BELOW. The affirmative vote of the holders of two-thirds
of the outstanding Common Stock of the Company is necessary to approve the
amendment proposed below. Directors are elected by a plurality of
stockholder votes.
PROPOSAL 1 CHARTER AMENDMENT
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
Directors. The Board of Directors has currently fixed the number of
directors at ten.
The Board of Directors proposes and recommends that the stockholders
adopt an amendment to Article TENTH of the Second Restated Certificate of
Incorporation of the Company signed and filed on July 23, 1993 (the
"Charter") to eliminate the classification of the directors and provide that
all directors be elected for a term of one year. If the stockholders approve
the proposed amendment at the Meeting, the persons named in the enclosed
proxy will vote to elect the ten nominees named in Nominee Table 1 for a one-
year term.
The Company has had a classified board of directors since 1993. This
classified board is divided into three classes and directors are elected for
staggered three-year terms. The Board of Directors believes that a unified
Board on which all directors are elected annually will enhance Company
responsiveness to stockholders' interests.
Among the potential effects of a change to a unitary board of directors
are the possibly easier accomplishment of mergers, changes of management and
the assumption of control by a principal stockholder or group of
stockholders. If the proposed amendment is adopted, the effect will be to
make possible the replacement of the entire board in one year. No
replacement of the Board is presently planned.
UNLESS THE STOCKHOLDER WITHHOLDS AUTHORITY SO TO VOTE OR VOTES AGAINST
THE PROPOSAL, PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED IN FAVOR OF
AMENDING THE CHARTER.
If approved by the stockholders, Article TENTH of the Charter will read
in its entirety as follows:
TENTH: Except as otherwise provided in this Certificate of
Incorporation or the Bylaws relating to the rights of the holders of any
class or series to elect additional directors under specified circumstances,
the number of directors of the corporation shall be fixed from time to time
by or pursuant to the Bylaws. The directors shall be elected annually for a
term of one year, commencing with the year 1996. To the extent that as of
the implementation date of this amended Article TENTH the termination date of
the term of certain directors is beyond the year 1996, such terms shall end
as of the 1996 annual meeting of stockholders. At each annual meeting of
stockholders commencing with the 1996 annual meeting, a complete slate of
directors shall be elected to serve one-year terms and shall serve until
their successors have been duly elected and qualified or until their earlier
death, resignation or removal.
In the event of any decrease in the authorized number of directors, the
decrease shall not shorten the term of any incumbent director. Any vacancy
on the Board of Directors created by an increase in the authorized number of
directors may be filled in the manner specified in the Bylaws, and any
director so chosen shall hold office until the next election of directors and
until his successor shall be elected and qualified or until his earlier
death, resignation or removal.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Second Restated Certificate of Incorporation applicable thereto.
THE BOARD OF DIRECTORS RECOMMENDS ADOPTION OF THIS PROPOSAL 1, THE
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELIMINATE CLASSIFICATION OF
DIRECTORS.
PROPOSAL 2 ELECTION OF DIRECTORS
If the stockholders approve Proposal 1 amending the Company's Charter,
then the board nominates the following people to serve one-year terms as
directors of the Board of the Company:
Nominee Table 1
Andrew G. C. Sage, II
Michael E. Heisley
E. A. Roskovensky
Frank A. Benevento, II
Stanley G. Berman
Mary Heidi Hall Jones
Kevin E. Lewis
Leonids Rudins
Gregg C. Sage
Unless the stockholder withholds authority so to vote, if Proposal 1 is
adopted by the stockholders, the proxies in the accompanying form will be
voted in favor of electing the nominees listed on Nominee Table 1, above.
Although the Board of Directors has currently fixed the number of directors
at ten, the Board is only nominating nine candidates for directorships.
IF PROPOSAL 1 IS ADOPTED, THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION
OF THE SLATE OF NOMINEES LISTED ON NOMINEE TABLE 1.
Alternatively, if the stockholders of do not approve Proposal 1 amending
the Company's Charter, then the board nominates the following people to serve
three-year terms as directors of the Board of the Company:
Nominee Table 2
Andrew G. C. Sage, II
Gregg C. Sage
Kevin E. Lewis
Unless the stockholder withholds authority so to vote, if Proposal 1 is
not adopted by the stockholders, the proxies in the accompanying form will be
voted in favor of electing the nominees listed on Nominee Table 2, above.
IF PROPOSAL 1 IS NOT ADOPTED, THE BOARD OF DIRECTORS RECOMMENDS THE
ELECTION OF THE SLATE OF NOMINEES LISTED ON NOMINEE TABLE 2.
Information regarding the directors and nominees for directors of the
Company as of March 15, 1996 is set forth below.
<TABLE>
<CAPTION>
Term Expires
at Annual Meeting
Director Age Director Since to be Held in (1)
<S> <C> <C> <C>
Andrew G. C. Sage, II 70 11/92 1996
Michael E. Heisley 59 7/93 1998
E. A. Roskovensky 50 11/94 1998
Frank A. Benevento, II 48 7/93 1997
Stanley G. Berman 62 7/93 1998
Mary Heidi Hall Jones 42 11/90 1997
Kevin E. Lewis 30 7/93 1996
Leonids Rudins 67 7/93 1997
Gregg C. Sage 38 11/92 1996
__________________
(1) If Proposal 1 is adopted and the Charter is amended, all the directors
will serve only until the next stockholder meeting or until a successor is
elected.
</TABLE>
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 restructuring 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 14 Corporation. Andrew G.C. Sage, II is
the father of Mr. Gregg C. Sage.
Mr. Heisley is Chief Executive Officer and Vice Chairman (since December
1993) of the Company. Mr. Heisley is Chairman of the following companies:
Davis 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 and Chief Operating
Officer, 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 Corporation (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 was general partner (from 1987 to 1995) 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 was also
President and Chief Executive Officer (from 1987 to 1995) 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.
Ms. Jones' principal occupation for the past five years has been
management of personal investments at Punch Jones, Inc. 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
operator 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-President (from December 1991 to April 1993), a Vice President of
Financial Restructuring (from 1989 to 1991), and an Associate (from 1988 to
1989) of Houlihan, Lokey, Howard & Zukin, Inc., a provider of investment
banking and financial advisory services.
Mr. Rudins was a consultant to NL Industries, Inc. (1990 to 1991), a
chemical 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. and NL World Services, SA/NV. Mr. Rudins
was also director of the joint ventures 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
September 1992 to December 1994. Mr. Sage is currently President of Cupples
Products, 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,
management and control of the Company's business. In addition, the Board has
established an Audit Committee, a Compensation Committee and a Nominating
Committee. The Audit Committee consists of Messrs. Benevento (Chairman), G.
Sage and Rudins and Ms. Jones, and reviews with the financial officers of the
Company and its outside auditors 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 auditing and other professional
services. It also oversees the internal audit function of the Company. At
present, the Compensation Committee consists of Messrs. Lewis and Berman.
The Compensation Committee acts upon employment agreements between the
Company and its executive officers, 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. Heisley (Chairman), Lewis and A. Sage, and recommends persons as
nominees for election as a director and will consider nominations submitted
by stockholders. Stockholders of the Company wishing to make recommendations
should write to the Nominating Committee, c/o John Sills, Executive Vice
President, Robertson-Ceco Corporation, 222 Berkeley Street, Boston,
Massachusetts 02116.
During 1995, the Board held five meetings, the Audit Committee held
three meetings, the Compensation Committee held one meeting and the
Nominating Committee held one meeting. During 1995, each director attended
75% or more of the aggregate 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 period 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
discretion. The Company has no reason to believe that any of the nominees
will be unwilling or unable to serve if elected.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned for services
rendered during 1995 by the Chief Executive Officer, and the three executive
officers who received in excess of $100,000 in salary and bonus compensation
in 1995.
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation
Name and Restricted
Principal Position Year Salary Bonus Other Stock Awards Amount(1)
<S> <C> <C> <C> <C> <C> <C>
Michael E. Heisley (2) 1995 $300,000.00 - - - -
Chief Executive Officer 1994 $300,000.00 - - - -
and Vice Chairman 1993 $18,476.26 - - - -
E. A. Roskovensky(3)(4) 1995 $363,000.00 $163,350.00 - $455,000.00 $4,500.00
President and 1994 $240,500.00 $130,000.00 - - -
Chief Operating Officer 1993 - - - - -
John C. Sills(5)(6)(7) 1995 $156,937.53 $56,500.00 $35,769.23 - $3,105.00
Executive Vice 1994 $147,492.08 $46,500.00 - - $8,282.99
President, & Chief 1993 $131.353.34 - - $68,750.00 $2,790.33
Financial Officer
Andrew Sage 1995 $125,000.00 - - - -
Chairman 1994 $150,000.00 - - - -
1993 $212,575.81 - - - -
(1) Reflects the amount of 401(k) matching contributions made by the Company
under its defined contribution plan. The figures listed for the years 1993
and 1994 reflect matching contributions made under the Company's Supplemental
Employees Retirement and Savings Plan. See "Retirement Benefits."
(2) 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
Executive Officer of the Company in 1993.
(3) Mr. Roskovensky became an executive officer of the Company on May 5,
1994. Mr. Roskovensky was not compensated directly by the Company in 1994,
but, the Company accrued and paid $221,644 to Davis Wire Corporation
("Davis") under an arrangement with Davis for the provision of his services.
Davis is an affiliate of Michael E. Heisley. Mr. Roskovensky became a
salaried employee 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.
(4) In September 1995, the Company granted an award of 140,000 restricted
shares to Mr. Roskovensky. Restricted shares may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of until they vest.
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 dollar value for the restricted stock
shown in the table is based on the closing market price on the date of the
grant, in Mr. Roskovensky's case, September 19, 1995, which was $3.25. The
closing market price of the Company's Common Stock on December 29, 1995, the
last trading day of the last completed fiscal year, was $5.125. Based on
such price, on December 29, 1995, Roskovensky's stock holdings were valued
at $717,500. One-third of Mr. Roskovensky's restricted stock vested on
September 19, 1995, one-third vested on November 1, 1995, and the final one-
third will vest on November 1, 1996.
(5) Mr. Sills became an executive officer of the Company on May 5, 1992.
(6) In 1993, the Company granted an award (the "1993 Award") of 25,000
restricted shares to Mr. Sills under the Long Term Incentive Plan.
Restricted shares may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of until they vest. 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 Award contains 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 Award is $3.41 per share. If the
Common Stock attains an average value (determined as the average closing
price over any period of 60 consecutive calendar days) of 172.8% of the base
price by August 10, 1996, two-thirds of the shares 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 Award provides 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 15,
1996, the Common Stock had not attained an average closing market price
sufficient to meet any vesting criteria under The Long Term Incentive Plan.
In the event of a change in control of the Company (as defined in the Long
Term Incentive Plan), all restrictions imposed on Mr. Sills' restricted
shares will immediately lapse. 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 Mr. Sills' case, as of December 23, 1993, which was $2.75. The
closing market price of the Company's Common Stock on December 29, 1995, the
last trading day of the last completed fiscal year, was $5.125. Based on
such price, on December 29, 1995, Mr. Sills' stock holdings were valued at
$128,125.
(7) Mr. Sills was paid $35,769.23 for unused vacation time through May 4,
1995.
</TABLE>
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company considers itself an "at will" employer (subject to any
contractual arrangements described below) with respect to its officers who
are employees. The Company executed an employment offer letter with Mr.
Sills, prior to the commencement of his employment with the Company. The
employment letter set forth, such officer's position with the Company, his
starting base salary, his participation in the Company's employee insurance
and pension benefit plans and incentive bonuses and also provided for
severance payments to be made in the event of termination 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.
RETIREMENT BENEFITS
The Company's executive officers are eligible to participate in the
Company's 401(k) Savings Plan. Each participant may defer up to 10% of their
annual earnings and the Company matches 50% of the contributions up to 6% of
the participant's earnings, subject to maximum limitations under the Internal
Revenue Code.
Prior to December 31, 1994, the Company's executive officers were
eligible to participate in the Company's Master Pension Plan (the "Retirement
Plan") after one year of continuous service. The Retirement Plan was amended
effective January 1, 1995 to cease future benefit accruals for all salaried
employees and allow no new salaried employee participants after December 31,
1994. The only executive officer currently covered by the Retirement Plan is
Mr. Sills, whose accumulated benefit ("Account Balance") was $14,914 at
December 31, 1994 when the plan was frozen and which vesting is subject to
employment service of five years. Interest is accrued annually to such
Account Balance based on the 90-day Treasury Bill interest rate during the
prior year. The benefit is payable at age 65 in the form of a lump sum,
single life annuity or joint survivor annuity, based upon actuarial
equivalents, or at a reduced benefit commencing at age 55. The Company
estimates that the annual benefits payable under the Retirement Plan upon
normal retirement age (based on a single life annuity) to Mr. Sills would be
$5,213.
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 and Compensation Committee are each
paid an additional annual retainer of $3,000. A non-employee director may
elect to have payments of retainer and meeting fees deferred 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
employee 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
received 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.
COMPENSATION COMMITTEE REPORT
AND STOCK PRICE PERFORMANCE GRAPH
NOTE: THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND STOCK PRICE
PERFORMANCE 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 SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY SUCH INCORPORATION
BY REFERENCE 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 during 1995, was composed of three
directors of the Company who were not employees of the Company and who were
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 1995 was significant in the Company's continuing efforts to
improve its financial position and strengthen its foundations for future
profitability. During the year, the Company made significant improvements in
the profitability of its Metal Buildings Group, sold two of its European
operations, sold its Concrete Construction Group and formulated plans to shed
other unprofitable businesses.
While making these significant structural changes, the Company
simultaneously continued 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, of 1994 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
corporate organization.
Although the Company reported a net loss for the year, which was due
primarily to writeoffs associated with the Company's plan to exit its
remaining Building Products businesses, income from continuing operations
showed significant improvement. These results were achieved to a in part by
the restructuring and streamlining activities, including the successful
management of many of the Company's trailing liabilities, which have taken
place at the Company's Metal Buildings Group and corporate office.
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. The Company's compensation structure with respect
to its executive officers has been based on the desire to attract and retain
individuals with the necessary 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
1995 regarding executive officer compensation, the Compensation Committee
continued to review and be cognizant of industry-wide compensation
information. However, compensation decisions for 1995 were subjectively
determined on an individual basis rather than by reference to any specific
comparative compensation data.
The Committee approved and the Board of Directors authorized in 1995 a
base salary of $363,000 for Mr. Roskovensky as President and Chief Operating
Officer. In addition, the Committee approved and the Board authorized the
payment of a $163,350 bonus to Mr. Roskovensky.
The Committee approved and the Board of Directors authorized in 1995 a
base salary of $300,000 for Mr. Heisley as Chief Executive Officer. The
determination 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.
The Company has an annual bonus program in which executive officers and
other key persons are eligible for annual cash bonuses as approved by the
Committee, based on achievement of certain financial objectives, including
targeted earnings and individual performance objectives. In addition, the
Committee has the authority to make discretionary awards.
With respect to 1995, the Committee approved bonus awards for the
management of the Metal Buildings Group based on achievement of desired
financial targets approved by the Committee in early 1995. For certain
corporate executives, the Committee approved bonus awards to reward the
attainment of desired financial targets and their successful implementation
of strategic initiatives and management of structural transition issues
involving trailing liabilities and the reorganization of the corporate
staff. Such awards were based in part on the subjective determination
of the Committee utilizing input from the Chief Executive Officer and
Chief Operating Officer. The corporate executives receiving awards
included Messrs. Roskovensky and Sills. No bonus was paid to Mr. Heisley
or Mr. G.C. Sage.
The Company made only one stock-based award to an officer under its
Long-Term Incentive Plan in 1995. Mr. Roskovensky was the recipient of the
single award of 140,000 shares of restricted stock on September 19, 1995.
Two-thirds of the award have already vested. The final one-third vests on
November 1, 1996.
In summary, the Compensation Committee believes that 1995 compensation
levels reflect the Company's policy to attract and retain highly qualified
individuals to positions key to the Company's success. The Committee further
believes that the combination of base salary and bonus opportunity, as
described above, provides a compensation program designed to maximize long-
term stockholder interests.
Kevin E. Lewis
Stanley G. Berman
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 constructed by the Company (consisting of Apogee
Enterprises, Butler Manufacturing, 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, 1995. The graph assumes that
$100 was invested at the closing price on December 31, 1990 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
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 28, 1996 the Company entered into a letter of intent with
Hemisphere Group, LLC ("Hemisphere") a company whose Chairman, Frank A.
Benevento, II, is a director of the Company. Under the terms of the letter
of intent, Hemisphere has been receiving since January 1, 1996, and will
continue to receive through the end of June 1996, a monthly retainer of
$15,000 from the Company. In consideration for the retainer fees, Hemisphere
will provide the Company with investment banking services. The Company will
be obligated to pay additional fees to Hemisphere if the engagement results
in successful 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 Group which provides subcontracting
services for forming poured-in-place, reinforced concrete buildings, for
consideration consisting of $8.0 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 liabilities. 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 consideration therefor were negotiated under the
direction of a special committee of disinterested directors appointed by the
Board of Directors of the Company.
On August 1, 1994, the Company and its then wholly-owned subsidiary
Robertson Espanola, S.A. ("Subsidiary") entered into a subcontract agreement
with RBC Holdings, L.P. ("RBC") (the "RBC Subcontract"). Pursuant to the
RBC Subcontract, the Company and Subsidiary undertook to acquire and supply
certain materials for, and to coordinate the installation of a curtainwall
system project in Madrid, Spain. The Company sold Subsidiary to an unrelated
third party on July 31, 1995. Under the terms of that sale, Subsidiary
assigned all of its outstanding and unpaid receivables, including any future
receivables related to the RBC Subcontract to the Company. RBC is an
affiliate of, and is controlled by Michael E. Heisley.
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, 1995.
No representatives of Price Waterhouse will be present at the Annual
Meeting.
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 1997
must be received by the Company not later than November 29, 1996 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.
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
___________________________
Stanley H. Meadows
Secretary
April __, 1996
PROXY
ROBERTSON-CECO CORPORATION (THE "CORPORATION")
222 BERKELEY STREET, BOSTON, MA 02116
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael E. Heisley and Andrew G.C. Sage,
II, and each of them as proxies, each with full power of substitution, to
represent and to vote, as designated below, all of the undersigned's Common
Stock in the Corporation at the annual meeting of stockholders of the
Corporation to be held on Wednesday, May 29, 1996 and at any adjournment
thereof, with the same authority as if the undersigned were personally
present.
PROPOSAL 1. APPROVAL OF PROPOSAL TO AMEND ARTICLE TENTH OF THE CERTIFICATE
OF INCORPORATION, AS AMENDED, IN THE FORM SET FORTH IN THE PROXY STATEMENT--
RECOMMENDED BY THE BOARD OF DIRECTORS
____ FOR ____ AGAINST ____ ABSTAIN
PROPOSAL 2. ELECTION OF DIRECTORS
A. IF STOCKHOLDERS APPROVE PROPOSAL 1
____ FOR all nominees listed below (except as marked to the
contrary)--recommended by the Board of Director
____ WITHHOLD AUTHORITY to vote for all nominees listed below
ANDREW G. C. SAGE, II, MICHAEL E. HEISLEY,
E. A. ROSKOVENSKY, FRANK A. BENEVENTO, II,
STANLEY G. BERMAN, MARY HEIDI HALL JONES, KEVIN E. LEWIS,
LEONIDS RUDINS, GREGG C. SAGE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
B. IF STOCKHOLDERS DO NOT APPROVE PROPOSAL 1
____ FOR all nominees listed below (except as marked to the contrary)--
recommended by the Board of Director
____ WITHHOLD AUTHORITY to vote for all nominees listed below
ANDREW G. C. SAGE, II, KEVIN E. LEWIS,
GREGG C. SAGE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND PROPOSAL 2.
(PLEASE DATE AND SIGN ON THE REVERSE SIDE.)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
(IF THE STOCK IS REGISTERED IN
THE NAME OF MORE THAN ONE
PERSON, THE PROXY SHOULD BE
SIGNED BY ALL NAMED HOLDERS. IF
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE,
GUARDIAN, CORPORATE OFFICIAL,
ETC., PLEASE GIVE FULL TITLE AS
SUCH.)
________________________________
(SIGNATURE)
DATED:____________________,1996
________________________________
(SIGNATURE)
