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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)4 of the
Securities Exchange Act of 1934
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ROBERTSON-CECO CORPORATION
(Name of Subject Company)
ROBERTSON-CECO CORPORATION
(Name of Person(s) Filing Statement)
-------------------------
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
------------------------
770539203
(CUSIP Number of Class of Securities)
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E.A. Roskovensky
President
Robertson-Ceco Corporation
5000 Executive Parkway
Suite 425
San Ramon, California 94583
(925) 543-7599
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
-------------------------
Copies to:
Stephen R. Rusmisel, Esq. Helen R. Friedli, P.C.
Winthrop, Stimson, Putnam & Roberts McDermott, Will & Emery
One Battery Park Plaza 227 West Monroe Street
New York, New York 10004 Chicago, Illinois 60606
(212) 858-1000 (312) 372-2000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Item 9. Exhibits
Exhibit No. Description
- --------------------- -----------
(a)(5) Press Release dated April 20, 2000.
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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.
ROBERTSON-CECO CORPORATION
By: -------------------------
Name: E.A. Roskovensky
Title: President
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Robertson-Ceco Accepts Acquisition Proposal
- -------------------------------------------
San Ramon, California, April 20, 2000 (Dollar amounts in thousands except
share and per share amounts) - Robertson-Ceco Corporation (NYSE: RHH)
("Robertson-Ceco") announced today that it has accepted a proposal made by The
Heico Companies, LLC ("Heico") for the acquisition by Heico of all of the
outstanding common stock of Robertson-Ceco not now owned by Heico and its
affiliates for $11.50 per share. Heico and its affiliates currently own
approximately 11,182,863 shares of Robertson-Ceco common stock, or about 69.5%
of all outstanding common shares. Michael E. Heisley, Sr. is the Chief
Executive Officer of Robertson-Ceco, Heico and Heico Holding, Inc.
The Robertson-Ceco Board of Directors approved an Agreement and Plan of
Merger (the "Agreement") with RHH Acquisition Corp. ("RHH Acquisition"), a
subsidiary of Heico, after an independent director Special Committee, determined
the transaction was fair to Robertson-Ceco shareholders. The Special Committee
was advised by CIBC World Markets Corp. and legal counsel, Winthrop, Stimson,
Putnam & Roberts. Pursuant to the Agreement, which contains customary
conditions, RHH Acquisition will commence as promptly as practicable a cash
tender offer for any and all shares of Robertson-Ceco common stock at a price of
$11.50 net to the seller in cash,
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subject to the condition that the number of shares tendered when combined with
those already owned by Heico equal at least 90% of the shares of common stock
issued and outstanding. Following the tender offer, RHH Acquisition will be
merged with and into Robertson-Ceco and holders of Robertson-Ceco common stock
(other than Heico and its affiliates) will have their shares converted into the
right to receive $11.50 in cash. If RHH Acquisition acquires enough shares in
the tender offer so that Heico and its affiliates own more than 90% of all
outstanding shares of Robertson-Ceco common stock, the merger will take place
without a vote of Robertson-Ceco's shareholders immediately after the tender
offer is consummated.
Robertson-Ceco also announced today that it has reached an agreement for
the settlement of the two class action lawsuits filed in the Court of Chancery
of the State of Delaware following the announcement in December of Heico's
original acquisition proposal.
Also today, Robertson-Ceco reported net income for the quarter ended March
31, 2000 of $3,561 or $.22 per share, compared to $3,728, or $.23 per share,
last year, a .4% decrease. Revenues were $68,603 in the first quarter of 2000
compared to the prior year's $59,864, a 14.6% increase.
"Operating results for the first quarter of 2000 were good considering we
incurred approximately $1.1 million in start up losses at the new Tennessee
plant," said Mr. E.A. Roskovensky, President and Chief Operating Officer. "The
strong backlog at the beginning of the year resulted in higher revenues than in
the prior year. Incoming orders have continued to be good in most of the
regions. Excluding the Tennessee startup costs,
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first quarter margins still declined slightly. Quarter end backlog is close to
beginning of the year levels", he concluded.
Headquartered in San Ramon, California, Robertson-Ceco Corporation is a
leading manufacturer of custom-engineered metal buildings for commercial and
industrial uses.
The Heico Companies, LLC, a privately owned holding company headquartered
in Chicago, owns and operates a diversified portfolio of over thirty companies.
Activities include construction equipment and services, heavy machinery,
materials handling, food processing, and other interests.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, when they become available,
because they will contain important information. The tender offer statement
will be filed by RHH Acquisition with the Securities and Exchange Commission
("SEC"), and the solicitation/recommendation statement will be filed by
Robertson-Ceco with the SEC. Investors and security holders may obtain a free
copy of these statements (when available) and other documents filed by RHH
Acquisition and Robertson-Ceco at the SEC's web site at www.sec.gov. The tender
offer statement and related materials and the solicitation/recommendation
statement and related materials may be obtained for free by directing such
requests to Robertson-Ceco.
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ROBERTSON-CECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
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2000 1999
------- -------
<S> <C> <C>
Net Revenues.................................. $68,603 $59,864
Costs of Sales................................ 56,673 48,284
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Gross Profit.................................. 11,930 11,580
Selling, General and Administrative........... 6,898 6,050
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Operating Income.............................. 5,032 5,530
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Other Income (Expense):
Interest expense............................ (182) (47)
Other income - net.......................... 906 544
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724 497
Income Before Income Taxes.................... 5,756 6,027
Income Taxes.................................. 2,195 2,299
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Net Income.................................... $ 3,561 $ 3,728
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Basic/Diluted Income Per Common Share: $ .22 $ .23
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Weighted average number of common
shares outstanding.......................... 16,063 16,063
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</TABLE>
