UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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.
The Heico Companies, L.L.C.
5600 Three First National Plaza, Chicago, Illinois 60602 (312) 419-8220
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1997
(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 / /.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL E. HEISLEY, SR.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO, WK, BK
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 9,000,460
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,000,460
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,460
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0% (assuming 16,082,618 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HEISLEY COMPANIES, L.L.C. (FORMERLY CALLED HEISLEY INVESTMENTS LIMITED
PARTNERSHIP)
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
BK
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 4,332,834
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,332,834
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,332,834
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9% (assuming 16,082,618 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RC HOLDINGS, INC.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 2,499,999
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,499,999
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,499,999
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% (assuming 16,082,618 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________ _________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RBC HOLDINGS, L.P.
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 2,499,999
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,499,999
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,499,999
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% (assuming 16,082,618 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 770 539 203
_________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEICO HOLDINGS, INC. (formerly 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 2,166,500 shares
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,166,500 shares
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,166,500
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% (assuming 16,082,618 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 7
to
Schedule 13D
of
RC Holdings, Inc.,
RBC Holdings, L.P.
Michael E. Heisley, Sr.
Heico Holding, Inc.
and
The Heisley Companies, L.L.C.
(formerly called Heico Investments Limited Partnership)
with respect to the
Common Stock, par value $0.01 per share
of
Robertson-Ceco Corporation
The information contained in the following schedules is incorporated
herein by reference: (i) original Schedule 13D ("Original Schedule 13D") filed
November 19, 1993 by RC Holdings, Inc. (formerly called Heico Acquisitions,
Inc.) ("RC Holdings") and Michael E. Heisley, Sr. ("Heisley"), (ii) Amendment
No. 1 to the Original Schedule 13D ("Amendment No. 1") filed December 14, 1993
by RC Holdings, Heisley and RBC Holdings, L.P., a Delaware limited partnership
("RBC"), (iii) Amendment No. 2 to the Original Schedule 13D ("Amendment No. 2")
dated November 20, 1995 by RC Holdings, Heisley, RBC, Michael E. Heisley, Jr.
and Emily Heisley Stoeckel, (iv) Amendment No. 3 to the Original Schedule 13D
("Amendment No. 3") filed January 10, 1996 by Heico, Heisley, RBC, RC Holdings
and Heico Holding, Inc., formerly known as Pettibone Corporation, (v) Amendment
No. 4 to the Original Schedule 13D ("Amendment No. 4") filed August 20, 1996,
(vi) Amendment No. 5 to the Original Schedule 13D filed October 9, 1996
("Amendment No. 5"), and (vii) Amendment No. 6 to the Original Schedule 13D
filed in February 1997 ("Amendment No. 6").
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") relates to
the Common Stock, par value $0.01 per share (the "Common Stock"), of Robertson-
Ceco Corporation, a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 5000 Executive Parkway, Suite 425,
San Ramon, California 94583.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 7 is filed on behalf of (i) RBC Holding, L.P.
("RBC"), (ii) RC Holdings, Inc. ("RC"), (iii) Michael E. Heisley, Sr.
("Heisley"), (iv) The Heico Companies, L.L.C., formerly called Heisley
Investments Limited Partnership ("Heisley Companies") and (v) Heico Holding,
Inc. ("Heico"). Heisley is the Chief Executive Officer and Vice Chairman of the
Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 20, 1996, Heico entered into a Stock Purchase Agreement,
filed as Exhibit 18 to Amendment No. 4 (the "Stock Purchase Agreement"), with
Sage Capital Corporation ("Sage") whereby Pettibone agreed to purchase from Sage
a total of 4,666,000 shares of Common Stock for $27,996,000 (or $6.00 per
share). Pursuant to the Stock Purchase Agreement, on September 30, 1996, Heico
purchased 1,166,500 shares for an aggregate purchase price of $6,999,000 and on
January 31, 1997, Heisley Companies purchased 1,166,500 shares for an aggregate
purchase price of $6,999,000 plus interest.
Pursuant to the Stock Purchase Agreement, Heisley Companies purchased
the remaining 2,333,000 shares of Common Stock on August 11, 1997 for an
aggregate purchase price of $14,736,078.11. This price reflects the $6.00 per
share price plus interest on such amount equal to the interest rate per annum
charged for borrowings from Heisley Companies' primary lending bank (or banks)
on August 19, 1996.
On January 30, 1997, Heico assigned its rights under the Stock
Purchase Agreement to Heisley Companies, pursuant to the Assignment set forth as
Exhibit 20 to Amendment No. 6.
The shares of Common Stock acquired from Sage have Registration Rights
as described in Exhibit 19 filed with Amendment No. 4.
Heisley Companies financed the August 11th Stock Purchase with its
line of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
Except as provided herein, RBC, RC Holdings, Heisley, Heico and
Heisley Companies have no current plans with respect to the disposition of the
shares of Common Stock or the acquisition of additional shares of Common Stock.
However, subject to their obligations under various loan agreements disclosed
herein or in the Original 13D, Amendment No. 1, Amendment No. 2 or Amendment No.
3, Amendment No. 4, Amendment No. 5 or Amendment No. 6, they may dispose of all
or a portion of the shares of Common Stock held by any of them, if they
determine at any time that such disposition may be made at prices and on terms
and conditions they believe to be favorable, and they may acquire additional
shares of Common Stock if they determine at any time that such shares are
available at prices and on terms and conditions they believe to be favorable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) RBC (and Heisley and RC Holdings, indirectly through RBC)
owns 2,499,999 shares of Common Stock. Such shares represent 15.5% of the
issued and outstanding shares of Common Stock (based on 16,082,618 outstanding
RBC, RC Holdings and Heisley have sole voting and dispositive power with respect
to all of such shares of Common Stock.
Heisley also directly owns 1,127 shares of Common Stock, over which he
has sole voting and dispositive power.
After taking into account Heisley Companies' purchase of 2,333,000
shares of Common Stock on August 11, 1997, Heisley Companies (and Heisley,
indirectly through Heisley Companies) beneficially owns 4,332,834 shares of
Common Stock, which represent 26.9% of the issued and outstanding Common Stock
(based on 16,082,618 shares outstanding). Heisley, as a general partner of, and
as director and President of the other general partner, of Heisley Companies,
has sole voting and dispositive power with respect to such Common Stock.
Heico (and Heisley indirectly through Heico) beneficially owns
2,166,500 shares of Common Stock which represents 13.5% of the issued and
outstanding Common Stock (based on 16,082,618 shares outstanding). Heisley, as
controlling partner of the sole stockholder of Heico and as Executive Officer of
Heico, has sole voting and dispositive power with respect to such Common Stock.
When the above shares are aggregated, RBC, RC Holdings, Heisley, Heico
and Heisley Companies collectively beneficially own 9,000,460 shares of Common
Stock, which represent 56.0% of the issued and outstanding Common Stock (based
on 16,082,618 shares outstanding).
(c) Except in connection with the Stock Purchase Agreement, RBC,
Heisley, RC Holdings, Heico and Heisley Companies have not effected any
transaction in the Common Stock within the 60 day period immediately prior to
the event requiring the filing of this Amendment No. 7.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 2, 3 and 4 above or stated in the
Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5 or Amendment No. 6, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among RBC, RC
Holdings, Heisley, Heico and Heisley Companies, or between them and any person
with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter of Intent dated November 9, 1993 between Heico
Acquisitions, Inc. and Robertson-Ceco Corporation (previously filed with
original Schedule 13D).
2. Asset Purchase and Stock Subscription Agreement dated as of
December 2, 1993 by and among Heico Acquisitions, Inc., Robertson Ceco
Corporation and Robertson Espanola, S.A. (previously filed with Amendment
No. 1).
3. Registration Rights Agreement dated December 14, 1993 by and
between RBC Holdings, L.P. and Robertson-Ceco Corporation (previously filed with
Amendment No. 1).
4. Loan Agreement dated as of December 6, 1993 between Michael E.
Heisley, Sr. and Gerald D. Hosier (previously filed with Amendment No. 1).
5. Pledge Agreement dated as of December 6, 1993 by RBC Holdings,
L.P. in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
6. Security Agreement dated December 6, 1993 by RBC Holdings, L.P. in
favor of Gerald D. Hosier (previously filed with Amendment No. 1).
7. Pledge Agreement dated December 6, 1993 by Heico Acquisitions,
Inc. in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
8. Pledge Agreement dated December 6, 1993 by Michael E. Heisley, Sr.
in favor of Gerald D. Hosier (previously filed with Amendment No. 1).
9. Assignment of Note and Collateral Agreement dated December 6, 1993
between Michael E. Heisley, Sr. and Gerald D. Hosier (previously filed with
Amendment No. 1).
10. Promissory Note dated December 14, 1993 made by Heico
Acquisitions, Inc., payable to Michael E. Heisley, Sr. (previously filed with
Amendment No. 1).
11. Promissory Note dated December 6, 1993 made by Michael E.
Heisley, Sr. payable to Gerald D. Hosier (previously filed with Amendment No.
1).
12. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Foothill Capital Corporation and its
affiliates (previously filed with Amendment No. 2).
13. Stock Purchase Agreement dated November 20, 1995 among Michael E.
Heisley, Jr., Emily Heisley Stoeckel and Pettibone Corporation (previously filed
with Amendment No. 2).
14. Demand Promissory Note dated November 20, 1995 in the amount of
$4,260,000 made by Michael E. Heisley, Sr. payable to the order of Bank of
America Illinois (previously filed with Amendment No. 2).
15. Guaranty dated as of November 20, 1995 executed by Pettibone
Corporation in favor of Bank of America Illinois (previously filed with
Amendment No. 2).
16. Promissory Note dated November 20, 1995 in the amount of
$2,130,000 made by Emily Heisley Stoeckel payable to the order of Michael E.
Heisley, Sr. (previously filed with Amendment No. 2).
17. Promissory Note dated November 20, 1995 in the amount of
$2,130,000 made by Michael E. Heisley, Jr. payable to the order of Michael E.
Heisley, Sr. (previously filed with Amendment No. 2).
18. Stock Purchase Agreement dated August 19, 1996 by and among
Pettibone Corporation and Sage Capital Corporation (previously filed with
Amendment No. 4).
19. Registration Rights Agreement dated May 17, 1993 between
Robertson-Ceco Corporation and Sage RHH (previously filed with Amendment No. 4).
20. Assignment Agreement dated as of January 30, 1997, by Pettibone
Corporation for the benefit of Heico Companies.
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: August 11, 1997 RC HOLDINGS, INC.
for itself and as general partner of RBC
Holdings, L.P.
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
HEICO HOLDING, INC.
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
/s/ Michael E. Heisley, Sr.
Michael E. Heisley, Sr.
THE HEISLEY COMPANIES, L.L.C.
By: Heisley Addison Properties,
Inc., its general partner
By: /s/ Michael E. Heisley, Sr.
Name: Michael E. Heisley, Sr.
Title: President
