UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
November 9, 1999
(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 11,156,363
BENEFICIALLY _____________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _____________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,156,363
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,156,363
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.3%
- -----------------------------------------------------------------
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 8,988,736
BENEFICIALLY _____________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _____________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,988,736
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,988,736
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.8%
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14 TYPE OF REPORTING PERSON
CO (Limited Liability Company)
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*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. 11
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, and (x)
Amendment No. 9 to the Original Schedule 13D filed in January 1998 by RC
Holdings, RBC, Heisley, Heico and Heico Companies and (xi) Amendment No. 10 to
Schedule 13D filed in October 1999 by Heisley, Heico and Heico Companies.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 11 to Schedule 13D ("Amendment No. 11") 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. 11 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Heico Companies purchased 87,700 shares of Common Stock at $10.00 per
share on October 22, 1999. Heico Companies purchased 152,300 shares of Common
Stock at $10.00 per share on November 9, 1999. Heico Companies financed such
purchase with its line of credit with Bank of America Illinois.
ITEM 4. PURPOSE OF TRANSACTION
In December 1999, Heico Companies has delivered a proposal to acquire
all of the outstanding Common Stock not owned by Heisley, Heico and Heico
Companies for $10 per share.
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 or Amendment No. 10, 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 8,988,736 shares of Common Stock, which represent 55.8% of the
issued and outstanding Common Stock (based on 16,111,550 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 16,111,550 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, Heisley, Heico and Heico
Companies collectively beneficially own 11,156,363 shares of Common Stock, which
represent 69.3% of the issued and outstanding Common Stock (based on 16,111,550
shares outstanding).
(c) On October 22, 1999, Heico Companies purchased 87,700 shares of
Common Stock at $10 per share in a private transaction. On November 9, 1999,
Heico Companies purchased 152,300 shares of Common Stock at $10 per share in a
private transaction.
(d) Not applicable.
(e) Not applicable.
<PAGE>
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 or Amendment No. 10,
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: January 7, 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
