UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
January 7, 1998
(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*
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 10,542,071
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,542,071
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,542,071
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4% (assuming 16,111,550 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 HEICO 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 8,374,444
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,374,444
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,374,444
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.0% (assuming 16,111,550 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO (Limited Liability Company)
_________________________________________________________________
*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 -0-
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---
_________________________________________________________________
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 3,333,333
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,333,333
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,333
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7% (assuming 16,111,550 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)
13.4% (assuming 16,111,550 shares outstanding)
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 9
to
Schedule 13D
of
RC Holdings, Inc.,
RBC Holdings, L.P.
Michael E. Heisley, Sr.
Heico Holding, Inc.
and
The Heico 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"), (vii) Amendment No. 6 to the Original Schedule 13D filed in
February 1997 ("Amendment No. 6"), (viii) Amendment No. 7 to the Original
Schedule 13D filed in August 1997 by RC Holdings, Heisley, Heico Companies,
Heico and RBC, and (ix) Amendment No. 8 to the Original Schedule 13D filed in
September 1997 by RBC, Heisley, Heico Companies, Heico and RC Holdings.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 9 to Schedule 13D ("Amendment No. 9") 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. 9 is filed on behalf of (i) RBC Holdings, L.P.
("RBC"), (ii) RC Holdings, Inc. ("RC Holdings"), (iii) Michael E. Heisley, Sr.
("Heisley"), (iv) The Heico Companies, L.L.C., formerly called Heisley
Investments Limited Partnership (the "Heico 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 January 7, 1998, Heico Companies entered into a Stock Purchase
Agreement, attached hereto as Exhibit 21 (the "Stock Purchase Agreement"), with
Hemisphere Investment L.P. ("Hemisphere") whereby Heico Companies will purchase
from Hemisphere a total of 541,611 shares of Common Stock for $5,416,110 (or
$10.00 per share) (the "Stock Purchase"). Heico Companies shall purchase these
shares of Common Stock in the amounts and on the dates set forth below:
Shares to Purchase
Purchase Date be Purchased Price
January 7, 1998 491,611 $ 4,916,110
June 2, 1998 50,000 500,000
TOTAL 541,611 $5,416,110
In connection with the Stock Purchase, Hemisphere appointed officers of
Heico Companies as its attorney-in-fact and proxy for Hemisphere until June 2,
1998 or as long as the Stock Purchase Agreement remains in effect, whichever is
longer; provided, however, if Heico Companies fails to purchase from Hemisphere
the shares of Common Stock on the purchase dates set forth above, the proxy
shall immediately be revoked with respect to such shares not purchased.
The Heico Companies has financed the January 7, 1998 stock purchase, and
anticipates that it will finance the June 2, 1998 stock purchase, with its line
of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
Except as provided herein, RBC, Heisley, Heico and Heico 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, Amendment No. 3, Amendment No.
4, Amendment No. 5, Amendment No. 6, Amendment No. 7 or Amendment No. 8, 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 Heico Companies, indirectly through
RBC) owns 3,333,333 shares of Common Stock. Such shares represent 20.7% of the
issued and outstanding shares of Common Stock (based on 16,111,550 shares
outstanding). Heisley, as a general partner, and as director and President of
the other general partner of the Heico Companies (the managing general partner
of RBC), has 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.
Heico Companies (and Heisley, indirectly through Heico Companies)
beneficially owns 8,374,444 shares of Common Stock, which represent 52.0% of the
issued and outstanding Common Stock (based on 16,111,550 shares outstanding).
Heisley, as director and President of Heico 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 13.4% of the issued and
outstanding Common Stock (based on 16,111,550 shares outstanding). Heisley, as
controlling partner of the sole stockholder of Heico and as Chief 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 Heico Companies collectively beneficially own 10,542,071 shares of Common
Stock, which represent 65.4% of the issued and outstanding Common Stock (based
on 16,111,550 shares outstanding).
(c) RBC, Heisley, Heico and Heico Companies have not effected any
transaction in the Common Stock within the 60 day period immediately prior to
the filing of this Amendment No. 9.
(d) Not applicable.
(e) Not applicable.
This Amendment No. 9 also reflects the transfer by RC Holdings to
Heico Companies of all of RC Holdings' interest in RBC, which occurred on March
31, 1997
In Amendment No. 6, it was incorrectly reported that a limited partner
of RBC Holdings, L.P. sold 833,334 shares of Common Stock to Heico Companies.
The actual transaction involved a purchase of such limited partner's partnership
interest in RBC Holdings, L.P. by Heico Companies. In addition to the purchase
of Common Stock pursuant to the Stock Purchase Agreement, the Common Stock
ownership of Heico Companies, RBC Holdings, L.P. and RC Holdings (the general
partner of RBC Holdings, L.P.) set forth above have been corrected in this
Amendment No. 9. The total beneficial ownership of Common Stock of Michael
Heisley, Sr. is not affected by this correction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as stated in the Original Schedule 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7 or Amendment No. 8, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among RBC, RC Holdings,
Heisley, Heico and Heico 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 (previously filed with Amendment
No. 6).
21. Stock Purchase Agreement dated January 7, 1998 by and between
Heico Companies and Hemisphere Investment L.P.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 9, 1998 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 HEICO 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
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 7th day of
January, 1998, by and among The Heico Companies, L.L.C. ("Buyer"), and
Hemisphere Investment LP, a stockholder (the "Seller") of Robertson-Ceco
Corporation (the "Company").
WHEREAS, the Seller owns and desires to sell to Buyer 541,611 shares
of common stock of Robertson-Ceco Corporation (the "Shares"); and
WHEREAS, Buyer desires to purchase the Shares;
NOW, THEREFORE, in consideration of the premises, representations,
warranties, covenants, agreements and promises herein contained, the parties
agree as follows:
SECTION 1. PURCHASE AND SALE
1.1. Purchases. The purchase price for the Shares shall be $10.00
per share (the "Purchase Price"). Buyer shall purchase and the Seller shall
sell Shares in the amounts and on the dates set forth below.
Shares to Purchase
Purchase Date be Purchased Price
January 7, 1998 491,611 $4,916,110
June 2, 1998 50,000 500,000
Total 541,611 $5,416,110
SECTION 2. CLOSING
2.1. Closing. Each transfer of the Shares (a "Closing") shall occur
at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago,
Illinois at 10:00 a.m. on the date of purchase.
2.2. Deliveries by Buyer.
2.2.1. Closing. At each Closing, the Buyer shall deliver the
following to the Seller:
(a) the Purchase Price for Seller's Shares to be sold at such
Closing; and
(b) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated hereby.
2.3. Deliveries by Seller. At each Closing, Seller shall deliver the
following to Buyer:
(a) the Shares to be sold at such Closing via Depositary Trust
Company transfer; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated hereby.
2.4. Reorganizations and Changes in Capitalization. If there shall
be any stock split, reverse stock split, merger, or similar reorganization,
recapitalization or other transaction, affecting generally the capital stock of
the Company, or any extraordinary dividend or stock dividend paid on or with
respect to such stock (other than ordinary and customary cash dividends),
appropriate adjustments shall be made hereunder with respect to the Purchase
Price and the proxies granted herein so that the aggregate relative rights and
obligations of the parties hereto shall not be affected by any such action.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to the Buyer as of the date hereof and
as of the Closing, as follows:
3.1. Authority. The Seller has full legal capacity and all requisite
power and authority, without the consent of any other person, to execute and
deliver this Agreement and the documents to be delivered at the Closing and to
carry out the transactions contemplated hereby and thereby.
3.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and binding obligation of the Seller,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally, or by general equitable
principles. No approval, authorization, registration, consent, order or other
action of or filing with any person, including any court, administrative agency
or other government authority, is required for the execution and delivery by
Seller of this Agreement or the performance by the Seller of its obligations
hereunder.
3.3. Shares. The Seller is the sole legal and beneficial owner of
the Shares and has good, marketable and indefeasible title thereto and the
absolute right to sell, assign, transfer and deliver the same, free and clear of
all claims, security interests, liens, pledges, charges, escrows, options,
proxies, rights of first refusal, preemptive rights, mortgages, hypothecations,
prior assignments, title retention agreements, voting agreements, transfer
restriction agreements, indentures, security agreements or any other limitation,
encumbrance or restriction of any kind.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer hereby represents and warrants to the Seller as of the date
hereof and as of the Closing, as follows:
4.1. Authority. The Buyer has all requisite power and authority,
without the consent of any other person, to execute and deliver this Agreement
and the documents to be delivered at the Closing, and to carry out the
transactions contemplated hereby and thereby.
4.2. Validity. This Agreement has been duly executed and delivered
and constitutes the lawful, valid and legally binding obligation of the Buyer,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors rights
generally, or by general equitable principles. No approval, authorization,
registration, consent, order or other action of or filing with any person,
including any court, administrative agency or other government authority, is
required for the execution and delivery by the Buyer of this Agreement or the
performance by the Buyer of its obligations hereunder.
SECTION 5. SURVIVAL AND INDEMNIFICATION
The representations and warranties in this Agreement will survive the
Closing. Each party shall indemnify and hold harmless the other from any and
all loss, liability, cost, expense, claim or obligation arising from any breach
of any representation and warranty or failure to fulfill any covenant hereunder.
SECTION 6. COVENANTS
6.1. Proxy. Seller hereby revokes any and all proxies heretofore
granted with respect to its Shares and, until June 2, 1998 or such longer period
as this Agreement remains in effect, hereby irrevocably appoints, in accordance
with Section 212 of the Delaware General Corporation Law, the Chairman and Chief
Executive Officer, the Assistant Secretary, the President or any Vice President
(from time to time) of Buyer, and each of them, as attorney-in-fact and proxy of
the Seller to attend any and all meetings of the stockholders of the Company and
to vote its Shares, and to represent and otherwise to act for the Seller in the
same manner and with the same effect as if the Seller were personally present
and to act by consent in the same manner and with the same effect as if the
Seller were executing such consent, with respect to any matter; provided,
however, that notwithstanding anything to the contrary contained in this Section
6.1, from and after the date of any failure by Buyer to pay the Purchase Price
for that portion of the Shares to be purchased by Buyer on a particular Purchase
Date as specified in Section 1 (hereinafter a "Buyer Default"), this proxy shall
immediately thereafter be, without further action by Seller, revoked and of no
further force, effect or validity as to such Shares and as to all other Shares
scheduled to be purchased after such Purchase Date. Seller agrees that, so long
as this Agreement remains in effect, such Seller will not execute or deliver to
others any proxy with respect to its Shares and will promptly provide Buyer with
copies of any shareholders' communications received by the Seller and will not
take any other action inconsistent with this proxy. Except as set forth in this
Section 6.1, the foregoing appointment shall (a) be irrevocable, and (b) be
deemed coupled with an interest in that Buyer has obtained the right to purchase
the Shares hereunder.
6.2. Shares. Seller hereby covenants and agrees that the Seller will
not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of
the Shares or grant any rights with respect to the Shares, including, without
limitation, any registration rights with respect to the Shares held by Seller,
or enter into any agreement with respect thereto, except pursuant to the terms
hereof and except that this restriction shall terminate and shall not apply
after a Buyer Default.
SECTION 7. GENERAL PROVISIONS
7.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in person or
sent by registered or certified mail, postage prepaid, commercial overnight
courier (such as Express Mail, Federal Express, etc.) with written verification
of receipt or by telecopy.
7.2. Expenses. Each party to this Agreement shall pay its own costs
and expenses in connection with the transactions contemplated hereby.
7.3. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts each of which shall be deemed an original, but all of
which together constitute one and the same instrument.
7.4. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the actions contemplated hereby
and supersedes all other agreements, understandings and undertakings among the
parties on the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or caused
this Agreement to be executed all as of the date first written above.
THE HEICO COMPANIES, L.L.C.
By:
Its:
HEMISPHERE INVESTMENT LP
By:_________________________, its
general partner
By:
Its:
