<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 Section 240.14a-11(c) or Section 240.14a-12
Robertson-Ceco Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Robertson-Ceco Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
-------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
ROBERTSON-CECO CORPORATION
5000 Executive Parkway, Ste. 425
San Ramon, CA 94583
925-543-7599
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 1999
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 the
offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, IL 60606
at 11:00 a.m. local time, on May 18, 1999 for the following purposes:
1. To elect eight 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 13, 1999, 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
Ronald D. Stevens
Secretary
April 26, 1999
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
5000 Executive Parkway, Ste. 425
San Ramon, CA 94583
PROXY STATEMENT
Annual Meeting of the Stockholders
May 18, 1999
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 18, 1999 at the offices of McDermott, Will & Emery, 227 West Monroe
Street, Chicago, IL 60606 at 11:00 a.m. local time. The Company expects to
mail this Proxy Statement and accompanying proxy on or about April 26, 1999.
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,
1998, including financial statements examined by Arthur Andersen L.L.P.,
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, 1998 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 13,
1999 are entitled to vote at the Meeting. On that date there were issued,
outstanding and entitled to vote at the Meeting 16,096,550 shares of Common
Stock. Each stockholder is entitled to 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.
<PAGE>
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, Sr. ("Mr. Heisley") is based on information set
forth in the Schedule 13D of Mr. Heisley dated January 16, 1998. The
information with respect to FMR Corp. is based on information set forth in the
Schedule 13G of FMR Corp. dated February 1, 1999.
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Beneficial Owner Shares(1) Class(2)
------------------------------------ ---------- ----------
<S> <C> <C>
Michael E. Heisley, Sr. .................... 10,542,071(3)(4) 65.49%
Three First National Plaza
Suite 5600
Chicago, IL 60602
FMR Corp. .................................. 1,017,600 6.32%
82 Devonshire Street
Boston, MA 02109
</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 (16,096,550) which were outstanding at the close of business
on April 13, 1999.
(3) Mr. Heisley, the Chief Executive Officer and a director of the Company,
has sole voting and dispositive power over: (a) 1,127 shares owned by Mr.
Heisley, (b) 8,374,444 shares beneficially owned by The Heico Companies,
L.L.C. (formerly known as Heisley Investments, L.L.C.), and (c) 2,166,500
shares beneficially owned by Heico Holding, Inc. (formerly known as
Pettibone Corporation).
(4) The Heico Companies, L.L.C. and Heico Holding, Inc. 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
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, 1999.
<TABLE>
<CAPTION>
Nature of
Amount and Name of Beneficial Owner Ownership(1) Percent of Class
----------------------------------- ------------ ----------------
<S> <C> <C>
Andrew G. C. Sage, II ...................... 250,112 1.55%
Michael E. Heisley, Sr. .................... 10,542,071(2) 65.49%
Stanley G. Berman........................... 1,127 *
Stanley H. Meadows.......................... 964 *
Gregg C. Sage............................... 250,112(3) 1.55%
E. A. Roskovensky........................... 140,000 *
Ronald D. Stevens........................... 15,000(4) *
Michael E. Heisley, Jr...................... 516 *
Total of all shares beneficially owned by
all executive officers and directors as a
group (8 Persons).......................... 10,949,790(5) 68.03%
</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. Heisley. The number of shares listed on this table includes the 1,127
shares owned directly by Mr. Heisley.
(3) 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.
(4) Consists of restricted shares of the Company's Common Stock granted under
the Long Term Incentive Plan. See "Executive Compensation".
(5) Includes 15,000 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 1998 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.
4
<PAGE>
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, Sr.
E. A. Roskovensky
Frank A. Benevento, II
Stanley G. Berman
Stanley H. Meadows
Gregg C. Sage
Michael E. Heisley, Jr.
Information regarding the directors whose term will continue after the
meeting and nominees for directors of the Company as of April 13, 1999 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......................... 73 11/92 1999
Michael E. Heisley, Sr. ...................... 62 7/93 1999
E. A. Roskovensky............................. 53 11/94 1999
Frank A. Benevento, II........................ 51 7/93 1999
Stanley G. Berman............................. 65 7/93 1999
Stanley H. Meadows............................ 54 5/96 1999
Gregg C. Sage................................. 41 11/92 1999
Michael E. Heisley, Jr. ...................... 37 5/98 1999
</TABLE>
Mr. Andrew G. C. Sage, II is Chairman (since July 1993) of the Company. He
is also President of Sage Capital Corporation ("Sage Capital"), a general
business and financial management corporation specializing in business
restructuring and problem solving. Mr. Sage is a director of American
Superconductor Corporation and Tom's Foods, Inc. He served as President (from
November 1992 until July 1993) and Chief Executive Officer (from November 1992
until December 1993) for Robertson-Ceco. Andrew G. C. Sage, II is the father
of Mr. Gregg C. Sage.
Mr. Heisley is Chief Executive Officer (since December 1993) of the Company.
Mr. Heisley is Chairman of the following companies: Davis Wire Corporation, a
manufacturer of steel wire, and Tom's Foods, Inc., a manufacturer and
distributor of snack foods. Mr. Heisley is Chief Executive Officer of The
Heico Companies, L.L.C. He is also Chief Executive Officer of Heico Holding,
Inc. (formerly Pettibone Corporation), a diversified manufacturing company,
and a director of Tom's Foods, Inc. and Envirodyne, Inc. Mr. Heisley is the
father of Michael E. Heisley, Jr.
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, a manufacturer of steel wire.
Mr. Benevento is Chairman of Hemisphere Investment Corporation, a merchant
banking firm and is also Chairman of Benevento Financial Group Incorporated,
an investment banking firm. He was general partner (from 1987 to 1995) of the
partnership that controlled 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.
5
<PAGE>
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. Meadows is the president of a professional corporation that is a partner
at the law firm of McDermott, Will & Emery since 1985. McDermott, Will & Emery
provided services to the Company in 1998 and is expected to provide services
to the Company in 1999. He is also the President and Chief Operating Officer
of the Heico Companies, L.L.C.
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. He is also Managing
Director of Sage Capital. Mr. Gregg C. Sage is the son of Mr. Andrew G. C.
Sage, II.
Mr. Michael E. Heisley, Jr., son of Mr. Michael E. Heisley, Sr., is the
Executive Vice-President of The Heico Companies, L.L.C. (since 1997). Prior to
1997, he was President of Spartan Tool Company (from 1995-1997), a
manufacturer of sewer cleaning equipment. Prior to 1995, he was President of
Field Controls Inc., a manufacturer of HVAC control devices.
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. F. Benevento (Chairman) and
S. Berman. 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. The Compensation
Committee consists of Messrs. S. Meadows (Chairman), A. Sage and S. 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. A.
Sage (Chairman), M. Heisley, Sr. and S. Meadows, 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 1998, the Board held four meetings, the Audit Committee held three
meetings and the Compensation Committee held one meeting. During 1998, 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 has been a director), and
the total number of meetings held by all committees of the Board on which he
served (during the period that he 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 eight, 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.
6
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation earned for services rendered
during 1998 by the Chief Executive Officer, and the three executive officers
who received in excess of $100,000 in salary and bonus compensation in 1998.
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation
-------------------------- ------------ ------------
Restricted
Name and Principal Position Year Salary Bonus Other(4) Stock Awards Amount(1)
- --------------------------- ---- -------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Heisley, Sr.
........................ 1998 $300,000 -- -- -- --
Chief Executive Officer 1997 $300,000 -- -- -- --
1996 $300,000 -- -- -- --
E. A. Roskovensky........ 1998 $412,008 $185,404 -- -- $4,800
President and Chief 1997 $400,008 $180,000 -- -- $4,750
Operating Officer 1996 $363,000 $163,350 -- -- $4,500
Ronald D. Stevens(2)(3).. 1998 $212,106 $ 35,000 -- --
Executive Vice
President, 1997 $202,504 $ 30,000 $121,508 --
Chief Financial Officer,
and Secretary 1996 $ 47,001 $ 6,250 -- $120,000 --
Andrew Sage.............. 1998 $125,000 -- -- -- --
Chairman 1997 $125,000 -- -- -- --
1996 $125,000 -- -- -- --
</TABLE>
- --------
(1) Reflects the amount of 401(k) matching contributions made by the Company
under its defined contribution plan.
(2) Mr. Stevens became an executive officer of the Company effective October
31, 1996.
(3) 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, 1998, the last trading day of the last completed
fiscal year, was $7.75. Based on such price, on December 31, 1998, Mr.
Stevens' stock holdings were valued at $116,250.
(4) Reflects the amount of temporary living, moving and other related expenses
paid by the Company related to Mr. Stevens working in and subsequent
relocation to San Ramon, California as an executive officer of the
Company.
7
<PAGE>
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 has executed an employment agreement with Mr. Stevens.
The agreement sets 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 provides 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 3% of the participant's earnings,
subject to maximum limitations under the Internal Revenue Code.
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.
8
<PAGE>
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 1998, was composed of three
directors of the Company, A. Sage, S. Meadows and S. Berman. 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, 1997 and 1998 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 1998, the base salary for Mr. Heisley, Chief Executive Officer, and Mr.
Andrew Sage, Chairman, stayed the same as 1997 at $300,000 and $125,000,
respectively. The compensation for Mr. Roskovensky, President and Chief
Operating Officer, and Mr. Stevens, Executive Vice President and Chief
Financial Officer, increased by $12,000 and $9,602, respectively, from 1997.
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 1998, the Committee approved awards based on achievement of
desired financial targets approved by the Committee and the Board of Directors
in early 1998. 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 awards and the Board of
Directors authorized a payment of a $185,404 bonus to Mr. Roskovensky and a
$35,000 bonus to Mr. Stevens. No bonus was paid to Mr. Heisley or Mr. A. Sage.
In summary, the Compensation Committee believes that the 1998 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.
Stanley H. Meadows
Stanley G. Berman
Andrew G. C. Sage
9
<PAGE>
Stock Price Performance Graph
The following line graph compares the cumulative performance of the Common
Stock with the S&P Composite--500 Stock Index, a new metal buildings industry
index constructed by the Company (consisting of American Buildings, Butler
Manufacturing and NCI Building Systems) and an old metal buildings industry
index constructed by the Company (consisting of American Buildings, Butler
Manufacturing, NCI Building Systems and Unified Dominion Industries) as of
December 31 of each year in the five-year period ended December 31, 1998. The
graph assumes that $100 was invested at the closing price on December 31, 1993
in each of Robertson's Common Stock, the S&P Composite--500 Stock Index and
both of the metal buildings industry indexes and that all dividends were
reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ROBERTSON-CECO CORPORATION, THE S&P 500 INDEX,
A NEW PEER GROUP, AND AN OLD PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period ROBERTSON- NEW OLD
(Fiscal Year Covered) CECO CORP. PEER GROOP PEER GROUP S&P 500
- ------------------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C>
Measurement Pt- 12/93 $100 $100 $100 $100
FYE 12/94 $ 90 $114 $105 $101
FYE 12/95 $141 $179 $134 $139
FYE 12/96 $217 $204 $150 $171
FYE 12/97 $269 $192 $154 $229
FYE 12/98 $214 $219 $145 $294
</TABLE>
*$100 INVESTED ON 12/31/93 IN STOCK OR INDEX--
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
10
<PAGE>
INDEPENDENT ACCOUNTANTS
The firm of Arthur Andersen L.L.P. ("Arthur Andersen") 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 years
ending December 31, 1998.
No representatives of Arthur Andersen will be present at the Annual Meeting.
STOCKHOLDER PROPOSALS FOR THE 2000 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 2000 must be
received by the Company not later than December 29, 1999 for inclusion in the
proxy statement relating to that meeting. Proposals should be submitted to the
Secretary of the Company at the Company's principal office in San Ramon, CA.
11
<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
Ronald D. Stevens
Secretary
April 26, 1999
12
<PAGE>
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, Sr. 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 on the reverse side, 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 18, 1999 and at any
adjournment thereof, with the same authority as if the undersigned were
personally present.
(Please date and sign on the reverse side)
.FOLD AND DETACH HERE.
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<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
ROBERTSON-CECO CORPORATION
May 18, 1999
Please detach and mail in the Envelope Provided
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[X] Please mark your
votes as in this
example
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHELD ANDREW G.C. SAGE, II
listed at right AUTHORITY to vote MICHAEL E. HEISLEY, SR.
(except as marked for all nominees MICHAEL E. HEISLEY, JR.
to the contrary) listed at right E.A. ROSKOVENSKY
FRANK A. BENEVENTO, II
ELECTION OF STANLEY G. BERMAN
DIRECTORS [_] [_] STANLEY H. MEADOWS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY GREGG C. SAGE
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S
NAME IN THE APPROPRIATE LIST AT RIGHT.) 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 AT LEFT.
(PLEASE DATE AND SIGN BELOW)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND
ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE
ANNUAL MEETING.
SIGNATURE _________________________________ SIGNATURE _________________________________ DATE _________________________________, 1999
Note: (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, OR CORPORATE OFFICIAL, ETC., PLEASE GIVE FULL TITLE AS SUCH.)
.FOLD AND DETACH HERE.
</TABLE>
