UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ROBERTSON CECO CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 par value per share
(Title of Class of Securities)
770 539 203
(CUSIP Number)
Michael E. Heisley, Sr.
Heico Acquisitions, Inc.
5600 Three First National Plaza, Chicago, Illinois 60602 (312) 419-8220
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 3, 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
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 4,334,460
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,334,460
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,334,460
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEICO ACQUISITIONS, INC.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 3,333,333
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,333,333
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,333
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RBC HOLDINGS, L.P.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 3,333,333
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,333,333
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,333
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 1,000,000 shares
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,000,000 shares
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,000,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Amendment No. 3
to
Schedule 13D
of
Heico Acquisitions, 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 original Schedule 13D ("Original
Schedule 13D") filed November 19, 1993 by Heico Acquisitions, Inc.
("Heico") and Michael E. Heisley, Sr. ("Heisley"), in the Amendment No. 1
to the Original Schedule 13D ("Amendment No. 1") filed December 14, 1993 by
Heico, Heisley and RBC Holdings, a Delaware limited partnership ("RBC"),
and in the Amendment No. 2 to the Original Schedule 13D dated November 20,
1995 by Heico, Heisley, RBC, Michael E. Heisley, Jr. and Emily Heisley
Stoeckel is incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D Amendment No. 3 relates to the Common Stock,
par value $0.01 per share, (the "Common Stock") of Robertson Ceco
Corporation, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 222 Berkeley Street, Boston,
Massachusetts, 02116.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 3 on Schedule 13D is filed on behalf of (i)
RBC, (ii) Heico, (iii) Heisley and (iv) Pettibone Corporation, a Delaware
corporation ("Pettibone"). Emily Heisley Stoeckel and Michael E. Heisley,
Jr. (collectively the "Children") no longer own any Common Stock and
therefore are no longer included in this Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 3, 1996, Pettibone acquired 500,000 shares from
Michael E. Heisley, Jr. and 500,000 shares from Emily Heisley Stoeckel (the
"Children") for an aggregate purchase price of $4,302,037.91. Pettibone
financed its acquisition of the shares of Common Stock held by the Children
with its line of credit with Bank of America Illinois. Each of the
Children acquired 500,000 shares of Common Stock on November 20, 1995 from
Foothill Capital Corporation and its affiliates.
ITEM 4. PURPOSE OF TRANSACTION
On January 3, 1996, upon the expiration of the waiting period
under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as
amended, Pettibone acquired 500,000 shares from Emily Heisley Stoeckel and
500,000 shares from Michael E. Heisley, Jr. pursuant to an agreement dated
November 20, 1995 whereby the Children agreed to sell all of their
outstanding shares of Common Stock to Pettibone for $4.26 per share, plus
interest at the rate payable by Heisley pursuant to the Demand Promissory
Note (as defined in Amendment Number 2).
Except as provided herein, RBC, Heico, 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 Number 1 or Amendment Number 2, they may
dispose of all or a portion of the Shares, if they determine at any time
that such disposition may be made at prices and on terms and conditions
they believe to be favorable, and they may acquire additional shares of
Common Stock if they determine at any time that such shares are available
at prices and on terms and conditions they believe to be favorable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
RBC (and Heisley and Heico, indirectly through RBC) owns
3,333,333 shares of Common Stock. Such shares represent 20.6% of the
issued and outstanding shares of Common Stock (based on the number of
shares of Common Stock issued and outstanding on October 31, 1995). RBC,
Heico and Heisley have sole voting and dispositive power with respect to
all of such Shares.
Heisley also directly owns 1,127 shares of Common Stock, over
which he has sole voting and dispositive power.
Pettibone (and Heisley, indirectly through Pettibone) owns
1,000,000 shares of Common Stock, which represents 6.2% of the issued and
outstanding Common Stock (based on the number of shares of Common Stock
issued and outstanding on October 31, 1995). 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, RBC, Heico, Heisley and
Pettibone collectively beneficially own 4,334,460 shares of Common Stock,
which represents 26.7% of the issued and outstanding Common Stock (based on
the number of shares of Common Stock issued and outstanding on October 31,
1995).
Neither of the Children own any shares of Common Stock.
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 or Amendment No. 2, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among RBC, Heico, Heisley, Pettibone and the Children, or
between them and any person with respect to any securities of the Company,
including but not limited to the transfer or voting of any of the
securities, finder's fees, joint ventures, loans or option arrangements,
put or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter of Intent dated November 9, 1993 between Heico
Acquisitions, Inc. and Robertson Ceco Corporation (previously filed with
original Schedule 13D).
2. Asset Purchase and Stock Subscription Agreement dated as of
December 2, 1993 by and among Heico Acquisitions, Inc., Robertson Ceco
Corporation and Robertson Espanola, S.A. (previously filed with Amendment
No. 1).
3. Registration Rights Agreement dated December 14, 1993 by and
between RBC Holdings, L.P. and Robertson Ceco Corporation (previously filed
with Amendment No. 1).
4. Loan Agreement dated as of December 6, 1993 between
Michael E. Heisley, Sr. and Gerald D. Hosier (previously filed with
Amendment No. 1).
5. Pledge Agreement dated as of December 6, 1993 by RBC
Holdings, L.P. in favor of Gerald D. Hosier (previously filed with
Amendment No. 1).
6. Security Agreement dated December 6, 1993 by RBC Holdings,
L.P. in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
7. Pledge Agreement dated December 6, 1993 by Heico
Acquisitions, Inc. in favor of Gerald D. Hosier (previously filed with
Amendment No. 1).
8. Pledge Agreement dated December 6, 1993 by Michael E.
Heisley, Sr. in favor of Gerald D. Hosier (previously filed with Amendment
No. 1).
9. Assignment of Note and Collateral Agreement dated December 6,
1993 between Michael E. Heisley, Sr. and Gerald D. Hosier (previously filed
with Amendment No. 1).
10. Promissory Note dated December 14, 1993 made by Heico
Acquisitions, Inc., payable to Michael E. Heisley, Sr. (previously filed
with Amendment No. 1).
11. Promissory Note dated December 6, 1993 made by Michael E.
Heisley, Sr. payable to Gerald D. Hosier (previously filed with Amendment
No. 1).
12. Stock Purchase Agreement dated November 20, 1995 among
Michael E. Heisley, Jr., Emily Heisley Stoeckel and Foothill Capital
Corporation and its affiliates (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).
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: January 8, 1996 HEICO ACQUISITIONS, INC.
for itself and as general partner
of RBC Holdings, L.P.
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
PETTIBONE CORPORATION
By: /s/ Larry W. Gies
Name: Larry W. Gies
Title: Vice President
/s/ Michael E. Heisley, Sr.
Michael E. Heisley, Sr.
INDEX TO EXHIBITS
Exhibit
Number Description of Document
1. Letter of Intent dated November 9, 1993 between Heico
Acquisitions, Inc. and Robertson Ceco Corporation (previously
filed with original Schedule 13D).
2. Asset Purchase and Stock Subscription Agreement dated as of
December 2, 1993 by and among Heico Acquisitions, Inc., Robertson
Ceco Corporation and Robertson Espanola, S.A. (previously filed
with Amendment No. 1).
3. Registration Rights Agreement dated December 14, 1993 by and
between RBC Holdings, L.P. and Robertson Ceco Corporation
(previously filed with Amendment No. 1).
4. Loan Agreement dated as of December 6, 1993 between Michael E.
Heisley, Sr. and Gerald D. Hosier (previously filed with
Amendment No. 1).
5. Pledge Agreement dated as of December 6, 1993 by RBC Holdings,
L.P. in favor of Gerald D. Hosier (previously filed with
Amendment No. 1).
6. Security Agreement dated December 6, 1993 by RBC Holdings, L.P.
in favor of Gerald D. Hosier (previously filed with Amendment No.
1).
7. Pledge Agreement dated December 6, 1993 by Heico Acquisitions,
Inc. in favor of Gerald D. Hosier (previously filed with
Amendment No. 1).
8. Pledge Agreement dated December 6, 1993 by Michael E. Heisley,
Sr. in favor of Gerald D. Hosier (previously filed with Amendment
No. 1).
9. Assignment of Note and Collateral Agreement dated December 6,
1993 between Michael E. Heisley, Sr. and Gerald D. Hosier
(previously filed with Amendment No. 1).
10. Promissory Note dated December 14, 1993 made by Heico
Acquisitions, Inc., payable to Michael E. Heisley, Sr.
(previously filed with Amendment No. 1).
11. Promissory Note dated December 6, 1993 made by Michael E.
Heisley, Sr. payable to Gerald D. Hosier (previously filed with
Amendment No. 1).
12. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Foothill Capital
Corporation and its affiliates (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).
