<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ROBERTSON-CECO CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(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 transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[X] Fee paid previously with preliminary materials.
[_] Check box 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) Date Filed:
________________________________________________________________________
<PAGE>
ROBERTSON-CECO CORPORATION
222 BERKELEY STREET
BOSTON, MA 02116
617-424-5500
----------------
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, on May 29, 1996 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.
<PAGE>
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 16,188,618 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
<PAGE>
American Stock Transfer and Trust Company will request banks, brokers and
other intermediaries holding shares beneficially owned by others to send the
proxy material to and obtain proxies from such beneficial owners and will
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.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF PERCENT OF
OF BENEFICIAL OWNER SHARES(1) CLASS(2)
------------------- --------- ----------
<S> <C> <C>
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
</TABLE>
- --------
(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.
2
<PAGE>
MANAGEMENT
The following information regarding beneficial ownership of Common Stock by
executive officers, directors and nominees for directorships 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 *
Stanley H. Meadows...................... 0 *
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%
</TABLE>
- --------
* less than 1%
(1) Unless otherwise indicated, the shares shown in the table are those as to
which the beneficial owner has sole voting and investment power with the
exception of those restricted shares issued under the Company's 1991 Long
Term Incentive Plan (the "Long Term Incentive Plan") as to which such
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 include
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".
3
<PAGE>
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 Bylaws 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 to which all directors are elected annually will enhance Company
responsiveness to stockholders' interests.
4
<PAGE>
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 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
Stanley H. Meadows
Leonids Rudins
Gregg C. Sage
5
<PAGE>
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.
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
DIRECTOR AT ANNUAL MEETING
DIRECTOR AGE 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
Stanley H. Meadows......................... 51 -- --
Leonids Rudins............................. 67 7/93 1997
Gregg C. Sage.............................. 38 11/92 1996
</TABLE>
- --------
(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.
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 and Tom's Foods, Inc. Andrew G.C.
Sage, II is the father of Mr. Gregg C. Sage.
6
<PAGE>
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' occupation for the past five years has been management of
personal investments. Ms. Jones' primary occupation in the past two years has
been as owner and design principal of Punch Jones, Inc., a design firm in
Florida. 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. Meadows is the president of a professional corporation that has been a
partner at the law firm of McDermott, Will & Emery since 1985. McDermott, Will
& Emery provided services to the Company in 1995 and is expected to provide
services to the Company in 1996.
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
7
<PAGE>
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.
8
<PAGE>
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>
ANNUAL LONG TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
---------------------------------- ------------ ------------
RESTRICTED
NAME AND PRINCIPAL STOCK
POSITION YEAR SALARY BONUS OTHER 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, and 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 -- -- -- --
</TABLE>
- --------
(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, Mr. 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.
9
<PAGE>
(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.
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,
10
<PAGE>
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.
11
<PAGE>
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 in part through
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
12
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following line graph compares the cumulative performance of the Common
Stock (and, prior to the merger of H. H. Robertson Company ("Robertson") and
Ceco Industries, Inc. on November 8, 1990, the common stock of Robertson) with
the S&P Composite-500 Stock Index and a building products industry index
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.
[PERFORMANCE GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG ROBERTSON-CECO CORP., THE S & P 500 INDEX
AND THE BUILDING PRODUCTS PEER GROUP
<TABLE>
<CAPTION>
THE BUILDING
ROBERTSON-CECO PRODUCTS
CORP. S & P 500 PEER GROUP
-------------- --------- ------------
<S> <C> <C> <C>
FYE 12/31/91 $66 $130 $ 95
FYE 12/31/92 $14 $140 $ 92
FYE 12/31/93 $ 5 $155 $175
FYE 12/31/94 $ 4 $157 $189
FYE 12/31/95 $ 7 $215 $224
</TABLE>
* $100 INVESTED ON 12/31/90 IN A STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
13
<PAGE>
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. Mr. Heisley is Chief
Executive Officer and Vice Chairman of the Company. 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 December 2, 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.
14
<PAGE>
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Meeting other than the items
referred to above. Proxies in the enclosed form will be voted in respect to
any other business that is properly brought before the Meeting in accordance
with the judgment of the person or persons voting the proxies.
By Order of the Board of Directors
Stanley H. Meadows
Secretary
April 1, 1996
15
