UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
April 17, 2000
(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(e), Rule 13d-1(f) or Rule 13d-1(g), 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 770 539 203
- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
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 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 11,182,863
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,182,863
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,182,863
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.47%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 770 539 203
- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES 9,015,236
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,015,236
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,015,236
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO (Limited Liability Company)
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 770 539 203
- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
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 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 IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 12
to
Schedule 13D
of
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, (ix) Amendment No. 8 to the Original Schedule 13D
filed in September 1997 by RBC, Heisley, Heico Companies, Heico and RC Holdings,
(x) Amendment No. 9 to the Original Schedule 13D filed in January 1998 by RC
Holdings, RBC, Heisley, Heico and Heico Companies (xi) Amendment No. 10 to
Schedule 13D filed in October 1999 by Heisley, Heico and Heico Companies,
Amendment No. 11 to Schedule 13D filed February 9, 2000 by Heisley, Heico and
Heico Companies.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 12 to Schedule 13D ("Amendment No. 12")
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. 12 is filed on behalf of (i) Michael E.
Heisley, Sr. ("Heisley"), (ii) The Heico Companies, L.L.C., formerly called
Heisley Investments Limited Partnership (the "Heico Companies") and (iii) 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
Heico Companies purchased 26,500 shares of Common Stock at
$10.75 per share on April 17, 2000. Heico Companies financed such purchase with
its line of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
On April 20, 2000, the Company accepted a proposal made by
Heico Companies for the acquisition by Heico Companies of all of the outstanding
common stock of the Company not now owned by Heico Companies and its affiliates
for $11.50 per share. RHH Acquisition Corp. ("RHH"), a subsidiary of Heico
Companies, and the Company entered into an Agreement and Plan of Merger, dated
April 20, 2000, pursuant to which RHH would commence a cash tender offer of such
shares of Common Stock. The tender offer and merger are subject to customary
conditions and the condition that the number of shares tendered, when combined
with those already owned by Heico Companies and its affiliates, equal at least
90% of the issued and outstanding shares of Common Stock. If RHH acquires enough
shares in the tender offer so that Heico Companies and its affiliates own more
than 90% of all outstanding shares of Common Stock, the merger will take place
without a vote of the Company's shareholders immediately after the tender offer
is consummated.
Except as provided herein, 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, Amendment No. 8, Amendment
No. 9, Amendment No. 10 or Amendment No. 11, 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) Heisley 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 9,015,236 shares of Common Stock, which represent
56.0% of the issued and outstanding Common Stock (based on 16,096,550 shares
outstanding). Heisley, as a general partner of, and as director and President of
the other general partner 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 16,096,550 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, Heisley, Heico and Heico
Companies collectively beneficially own 11,182,863 shares of Common Stock, which
represent 69.47% of the issued and outstanding Common Stock (based on 16,096,550
shares outstanding).
(c) On April 17, 2000, Heico Companies purchased 26,500 shares
of Common Stock at $10.75 per share in a private transaction.
(d) Not applicable.
(e) Not applicable.
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, Amendment No. 8, Amendment No. 9, Amendment No. 10 or
Amendment No. 11, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among RBC, 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
None.
<PAGE>
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: April 28, 2000 /s/ Michael E. Heisley Sr.
------------------------------
Michael E. Heisley, Sr.
HEICO HOLDING, INC.
By: /s/ Michael E. Heisley, Sr.
------------------------------
Name: Michael E. Heisley, Sr.
Title: Chief Executive Officer
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
