SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant --X--
Filed by a party other than the registrant -----
Check the appropriate space:
----- Preliminary proxy statement
--X- Definitive proxy statement
----- Definitive additional materials
----- Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
Robertson-Ceco Corporation
-----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate space):
--X-- No Fee Required.
----- $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(1)(3).
----- Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction: -----------------
(5) Total fee paid:
- Fee paid previously with preliminary materials.
----- Check space if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid: ----------------------
(2) Form, schedule or registration statement no.: --------
(3) Filing party: -----------------------
(4) Dated filed: -------------------------
ROBERTSON-CECO CORPORATION
5000 Executive Parkway, Ste. 425
San Ramon, CA 94583
510-358-0330
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 1997
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, 5000 Executive Parkway, Ste. 425, San Ramon,
California 94583 at 10:00 a.m. local time, on May 20, 1997 for the following
purposes:
1. To elect seven directors of the Company to hold office for the ensuing
year.
2. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed April 15, 1997, 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 29, 1997
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.
ROBERTSON-CECO CORPORATION
5000 EXECUTIVE PARKWAY, STE. 425
SAN RAMON, CA 94583
PROXY STATEMENT
ANNUAL MEETING OF THE STOCKHOLDERS
MAY 20, 1997
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 Tuesday, May 20, 1997 at the
offices of Robertson-Ceco Corporation located at 5000 Executive Parkway, Ste.
425, San Ramon, California at 10:00 a.m. local time. The Company expects to
mail this Proxy Statement and accompanying proxy on or about April 29, 1997.
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,
1996, including financial statements examined by Price Waterhouse LLP,
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, 1996 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, 5000 EXECUTIVE PARKWAY, STE.
425, SAN RAMON, CALIFORNIA 94583.
VOTING SECURITIES
The holders of record of shares of Common Stock of the Company on April 15,
1997 are entitled to vote at the Meeting. On that date there were issued,
outstanding and entitled to vote at the Meeting 16,111,500 shares of Common
Stock. Each stockholder has one vote for each share of Common Stock held by
such stockholder of record on each of the matters which comes up for a vote at
the Meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company has made arrangements with its transfer
agent, the American Stock Transfer and Trust Company, to assist the Company in
the solicitation of proxies. The Company anticipates that the cost of such
solicitation will be less than $25,000 plus other nominal out-of-pocket
expenses. Employees of the Company may also solicit proxies without additional
compensation. The Company and the American Stock Transfer and Trust Company
will request banks, brokers and other intermediaries holding shares beneficially
owned by others to send the proxy material to and obtain proxies from such
beneficial owners and will reimburse such intermediaries for their reasonable
expenses in so doing.
SECURITY OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth those stockholders 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 with respect to the Common Stock
held by Michael E. Heisley is based on information set forth in the Schedule 13D
of Mr. Heisley dated February 10, 1997. 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
of Beneficial Number of Percent of
Owner Shares(1) Class(2)
<S> <C> <C>
Michael E. Heisley 9,000,460(3)(4) 55.86%
Three First National Plaza
Suite 5600
Chicago, IL 60602
Ingalls & Snyder 1,890,415 11.73%
61 Broadway
New York, NY 10006
(1) Beneficial ownership for the purposes of this table is determined in
accordance with the rules and regulations of the SEC.
(2) The percentages have been calculated based on the number of shares of
Common Stock (16,111,500) which were outstanding at the close of business
on April 15, 1997.
(3) Michael E. Heisley, the Chief Executive Officer and director of the
Company, has sole voting and dispositive power over; (a) 2,499,999 shares
beneficially owned by RBC Holdings, L.P., (b) 1,127 shares owned by Mr.
Heisley, (c) 4,332,834 shares beneficially owned by Heisley Investments,
LLC, and (d) 2,166,500 shares beneficially owned by Heisley Holding, Inc.
(formerly known as Pettibone Corporation).
(4) Heisley Investments, RBC Holdings, and Heisley Holding, Inc. have entered
into an agreement with the Company providing under certain circumstances
for shares of the Company's Common Stock issued to it to be registered
under the Securities Act of 1933.
</TABLE>
MANAGEMENT
The following information regarding beneficial ownership of Common Stock
by directors and executive officers of the Company is based in part upon
information received from the persons named and other persons included in the
group of directors and executive officers. The information is provided as of
March 15, 1997.
<TABLE>
<CAPTION>
Amount and
Name of Nature of
Beneficial Owner Ownership(1) Percent of Class
--------------------- ----------------- --------------------
<S> <C> <C>
Andrew G.C. Sage 250,112 1.55%
Michael E. Heisley 9,000,460(2) 55.86%
Frank A. Benevento, II 596,235(3) 3.70%
Stanley G. Berman 1,127 *
Mary Heidi Hall Jones 116,147(4) *
Kevin E. Lewis 1,127 *
Stanley H. Meadows 964 *
Leonids Rudins 1,127 *
Gregg C. Sage 250,112(5) 1.55%
E. A. Roskovensky 140,000(6) *
Ronald D. Stevens 15,000(7) *
Total of all shares beneficially owned by all executive officers and directors as a group
(11 Persons) 10,132,299(8) 65.46%
______________________________________
* less than 1%
(1) Unless otherwise indicated, the shares shown in the table are those as to
which the beneficial owner has sole voting and investment power with the
exception of those restricted shares issued under the Company's 1991 Long
Term Incentive Plan (the "Long Term Incentive Plan") as to which such
persons have sole voting power.
(2) Refer to footnote 3 in the previous table for information regarding voting
and dispositive power with respect to Common Stock beneficially owned by
Mr. Michael E. Heisley. The number of shares listed on this table includes
the 1,127 shares owned directly by Mr. Heisley.
(3) Consists of the 546,235 shares owned by Hemisphere Investment, L.P.
("Hemisphere"). Mr. Benevento owns 47% of Hemisphere. The number of
shares listed on this table includes 50,000 shares owned directly by Mr.
Benevento.
(4) 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. Ms. Jones has sole voting
and dispositive power of all shares.
(5) Includes all shares owned by Sage Capital Corporation ("Sage Capital") 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, and
may be deemed to share voting and investment power over the shares of
Common Stock held by Sage Capital. Mr. Gregg C. Sage disclaims beneficial
ownership of such Common Stock.
(6) See "Executive Compensation".
(7) Consists of restricted shares of the Company's Common Stock granted under
The Long Term Incentive Plan. See "Executive Compensation".
(8) Includes 15,000 restricted shares of the Company's Common Stock granted
under the Long-Term Incentive Plan. See "Executive Compensation".
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who beneficially own more
than ten percent of the Company's stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission and
the New York Stock Exchange. Executive officers, directors and greater than ten
percent beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such Section 16(a) forms
furnished to the Company and written representations from the Company's
executive officers and directors, the Company believes that during 1996 all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than ten percent beneficial owners were complied with.
QUORUM AND VOTING OF PROXIES
Under the Company's By-Laws a majority of shares entitled to be voted,
present in person or represented by proxy, constitutes a quorum as to such
matters. Shares represented by proxies that withhold authority to vote for a
nominee for election as a director or that reflect abstentions and "broker non-
votes" ( i.e. shares represented at the meeting held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) with respect to a particular
matter will be considered present for purposes of determining the presence of a
quorum.
All shares represented by a properly executed proxy will be voted at the
Annual Meeting in accordance with the directions on such proxy. If no direction
is indicated on a properly signed proxy, the shares covered thereby will be
voted for the election of all of the board's nominees as directors. Directors
are elected by a plurality of stockholder votes.
ELECTION OF DIRECTORS
The board nominates the following people to serve one-year terms as
directors of the Board of the Company:
Andrew G. C. Sage, II
Michael E. Heisley
E. A. Roskovensky
Frank A. Benevento, II
Stanley G. Berman
Stanley H. Meadows
Gregg C. Sage
Information regarding the directors whose term will continue after the
meeting and nominees for directors of the Company as of April 15, 1997 is set
forth below.
<TABLE>
<CAPTION>
Term Expires
Director at Annual Meeting
Age Since to be Held in
<S> <C> <C> <C>
Andrew G. C. Sage, II 71 11/92 1997
Michael E. Heisley 60 7/93 1997
E. A. Roskovensky 51 11/94 1997
Frank A. Benevento, II 49 7/93 1997
Stanley G. Berman 63 7/93 1997
Stanley H. Meadows 52 5/96 1997
Gregg C. Sage 39 11/92 1997
__________________
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.
</TABLE>
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 Heisley Holding, Inc. (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.
Mr. Meadows is the president of a professional corporation that has been a
partner at a law firm of McDermott, Will & Emery since 1985. McDermott, Will &
Emery provided services to the Company in 1996 and is expected to provide
services to the Company in 1997.
Mr. Gregg C. Sage served as a full-time consultant to the Company from
September 1992 to December 1994. Mr. Sage is currently President of Cupples
Products, Inc., a manufacturer of curtainwall products. Mr. Sage is also
Managing Director (since 1989) of Sage Capital. Prior thereto, Mr. Sage was
President and Chief Executive Officer (1987 to 1989) of Rusco-Sage Industries, a
window manufacturing company. Mr. Gregg C. Sage is the son of Mr. Andrew G. C.
Sage, II.
The Board of Directors is responsible for the general supervision,
management and control of the Company's business. In addition, the Board has
established an Audit Committee, a Compensation Committee and a Nominating
Committee. The Audit Committee consists of Messrs. Benevento (Chairman), G.
Sage, L. Rudins and Ms. Jones. The Committee 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 Ronald D. Stevens, Executive Vice President,
Robertson-Ceco Corporation, 5000 Executive Parkway, Ste. 425, San Ramon,
California 94583.
During 1996, the Board held four meetings, the Audit Committee held four
meetings, the Compensation Committee held one meeting and the Nominating
Committee held one meeting. During 1996, 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 seven, or the persons
named as proxies may nominate and may vote for other persons in their
discretion. The Company has no reason to believe that any of the nominees will
be unwilling or unable to serve if elected.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation earned for services
rendered during 1996 by the Chief Executive Officer, and the three executive
officers who received in excess of $100,000 in salary and bonus compensation in
1996.
<TABLE>
<CAPTION>
ANNUAL LONG TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
RESTRICTED
STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER AWARDS AMOUNT(1)
<S> <C> <C> <C> <C> <C> <C>
Michael E. Heisley 1996 $300,000.00 - - - -
Chief Executive Officer 1995 $300,000.00 - - - -
and Vice Chairman 1994 $300,000.00 - - - -
E.A. Roskovensky(2)(3) 1996 $363,000.00 $163,350.00 - - $4,500.00
President and 1995 $363,000.00 $163,350.00 - $455,000.00 $4,500.00
Chief Operating 1994 $240,500.00 $130,000.00 - - -
Officer - - - - -
Ronald D. Stevens(4)(5) 1996 $ 47,001.00 $ 6,250.00 - $120,000.00 -
Executive Vice 1995 - - - - -
President, and Chief 1994 - - - - -
Financial Officer
Andrew Sage 1996 $125,000.00 - - - -
Chairman 1995 $125,000.00 - - - -
1994 $150,000.00 - - - -
(1) Reflects the amount of 401(k) matching contributions made by the Company
under its defined contribution plan.
(2) 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.
(3) 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 31, 1996, the last trading day of the last completed fiscal year,
was $7.875. Based on such price, on December 31, 1996, Mr. Roskovensky's
stock holdings were valued at $1,102,500. 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 vested on November 1, 1996.
(4) Mr. Stevens became an executive officer of the Company on October 31, 1996.
(5) In 1996, the Company granted Mr. Stevens 15,000 restricted shares.
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 underlying
shares. The 15,000 shares will vest at the rate of 3,000 shares annually
for each of the next five years beginning on October 7, 1997. 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. Stevens' case, as of
October 7, 1996, which was $8.00. The closing market price of the
Company's Common Stock on December 31, 1996, the last trading day of the
last completed fiscal year, was $7.875. Based on such price, on
December 31, 1996, Mr. Stevens' stock holdings were valued at $118,125.
</TABLE>
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company considers itself an "at will" employer (subject to any contractual
arrangements described below) with respect to its officers who are employees.
The Company executed an employment offer letter with Mr. Stevens, 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 of one year's
compensation to be made in the event of termination of employment from the
Company.
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.
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 executives' compensation. The Compensation Committee is appointed
by the Board of Directors and, during 1996, was composed of two 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 awards under the
Company's incentive compensation plans.
During 1995, the management of the Company and the Board of Directors
determined that the best strategy for the Company was to operate solely as a
metal buildings business and to downsize the overall corporate administrative
activities. The successful implementation of this strategy resulted in a
dramatic improvement in the Company's 1996 financial results.
The Company's compensation philosophy is 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 recommend
strategies and implement the programs approved by the Board of Directors.
For 1996, the base salary of $300,000 for Mike Heisley, Chief Executive
Officer, and the base salary of $363,000 for Mr. Roskovensky as President and
Chief Operating Officer stayed the same as 1995. In 1996, the average increase
for all salaried employees was 3.58% including both promotional and merit
increases.
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 authority to make discretionary awards.
With respect to 1996, the Committee approved awards based on achievement of
desired financial targets approved by the Committee and the Board of Directors
in early 1996. Such rewards were based in part on the subjective determination
of the Committee utilizing input from the Chief Executive Officer and the Chief
Operating Officer. The Committee approved and the Board of Directors authorized
a payment of a $163,350 bonus to Mr. Roskovensky and a pro-rated $6,250 bonus to
Mr. Stevens. No bonus was paid to Mr. Heisley or Mr. A. Sage.
In 1996, the Committee approved an employment agreement with Mr. Stevens.
This agreement provides for a beginning base salary and bonus that is subject to
periodic review by the Committee. In addition, Mr. Stevens received a 15,000
share restricted stock award which will vest ratably over a five year period.
The agreement also provides, amongst other things, for a severance payment
should Mr. Stevens be terminated without cause.
In summary, the Compensation Committee believes that the 1996 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
determined above, provides a comprehensive program designed to maximize long
term stockholder interests.
Kevin E. Lewis
Stanley G. Berman
STOCK PRICE PERFORMANCE GRAPH
The following line graph compares the cumulative performance of the Common
Stock (and, prior to the merger of H. H. Robertson Company ("Robertson") and
Ceco Industries, Inc. on November 8, 1990, the common stock of Robertson) with
the S&P Composite - 500 Stock Index and a building products industry index
constructed by the Company (consisting of Apogee Enterprises, Butler
Manufacturing, International Aluminum and United Dominion Industries, and
weighted by market capitalization) as of December 31 of each year in the five-
year period ended December 31, 1996. The graph assumes that $100 was invested
at the closing price on December 31, 1991 in each of Robertson's Common Stock,
the S&P Composite - 500 Stock Index and the building products industry index,
and that all dividends were reinvested.
GRAPH
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 28, 1996 the Company entered into a letter of intent with
Hemisphere Group, LLC ("Hemisphere") a company whose Chairman, Frank A.
Benevento, II, is a director of the Company. Under the terms of the letter of
intent, Hemisphere received from January 1, 1996, through the end of June 1996,
a monthly retainer of $15,000 from the Company. In consideration for the
retainer fees, Hemisphere provided the Company with investment banking services.
INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse LLP ("Price Waterhouse") was engaged by the
Board of Directors of the Company upon the recommendation of its Audit Committee
to audit the financial statements of the Company for the most recent fiscal year
ending December 31, 1996. On April 3, 1997, the Board of Directors of the
Company ratified the selection of Arthur Andersen LLP to serve as its
independent public accountants for fiscal 1997 and, accordingly, dismissed Price
Waterhouse.
Price Waterhouse's reports on the Registrant's consolidated financial
statements for the two most recent fiscal years did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. During the two most recent
fiscal years and through April 2, 1997, there was no disagreement with Price
Waterhouse regarding any matter of accounting principles or practices, financial
statement disclosure or auditing procedure, which disagreement, if not resolved
to the satisfaction of Price Waterhouse, would have caused Price Waterhouse to
make reference thereto in their reports.
No representatives of Arthur Andersen LLP or of Price Waterhouse will be
present at the Annual Meeting.
STOCKHOLDER PROPOSALS FOR THE 1998 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 1998 must be
received by the Company not later than December 29, 1997 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
San Ramon, CA.
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 29, 1997
PROXY
ROBERTSON-CECO CORPORATION (THE "CORPORATION")
5000 EXECUTIVE PARKWAY, STE. 425, SAN RAMON, CA 94583
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael E. Heisley and Andrew G.C. Sage,
II, and each of them as proxies, each with full power of substitution, to
represent and to vote, as designated below, all of the undersigned's Common
Stock in the Corporation at the annual meeting of stockholders of the
Corporation to be held on Tuesday, May 20, 1997 and at any adjournment thereof,
with the same authority as if the undersigned were personally present.
ELECTION OF DIRECTORS
____ FOR all nominees listed below (except as marked to the
contrary)--recommended by the Board of Directors
____ WITHHOLD AUTHORITY to vote for all nominees listed below
ANDREW G. C. SAGE, II, MICHAEL E. HEISLEY, E. A. ROSKOVENSKY, FRANK A.
BENEVENTO, II, STANLEY G. BERMAN, STANLEY H. MEADOWS, GREGG C. SAGE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL OF THE NOMINEES LISTED ABOVE.
(PLEASE DATE AND SIGN ON THE REVERSE SIDE.)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
(IF THE STOCK IS REGISTERED IN
THE NAME OF MORE THAN ONE
PERSON, THE PROXY SHOULD BE
SIGNED BY ALL NAMED HOLDERS. IF
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE,
GUARDIAN, CORPORATE OFFICIAL,
ETC., PLEASE GIVE FULL TITLE AS
SUCH.)
________________________________
(SIGNATURE)
DATED:____________________,1997
