SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 FINAL AMENDMENT)
ROBERTSON-CECO CORPORATION
(Name of Subject Company (Issuer))
RHH ACQUISITION CORP. (OFFEROR)
THE HEICO COMPANIES, LLC
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
770539203
(CUSIP Number of Class of Securities)
MICHAEL E. HEISLEY, SR.
THE HEICO COMPANIES, LLC
5600 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 419-8220
WITH A COPY TO:
HELEN R. FRIEDLI, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 372-2000
(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of filing persons)
CALCULATION OF FILING FEE
Transaction Valuation* $52,021,113 Amount Of Filing Fee $10,405
*Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 4,523,575 shares of common stock, par value $.01
per share (the "Shares"), of Robertson-Ceco Corporation, a Delaware Corporation
(the "Company"), at the tender price of $11.50 per share net to the seller in
cash, without interest thereon. Pursuant to the Agreement and Plan of Merger,
dated as of April 20, 2000, between RHH Acquisition Corp. ("Purchaser") and the
Company, the Company represented that as of such date, it had 16,096,550 shares
outstanding. Purchaser already beneficially owns 11,572,975 shares which will
not be tendered. Based on the foregoing, the transaction value is equal to the
product of (i) (A) 16,096,550 shares (the number of shares outstanding), minus
(b) 11,572,975 (the number of shares beneficially owned by Purchaser),
multiplied by (ii) $11.50. The amount of the filing fee, calculated in
accordance with Rule 0-11 Under the Securities Exchange Act of 1934, as amended,
equals 1/50 of one percent of the aggregate of the cash offered by the
Purchaser.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(A)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by Registration Statement
Number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $10,405
Form or Registration No.: Schedule TO
Filing Party: RHH Acquisition Corp./The Heico Companies, LLC
Date Filed: May 4, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
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INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on May 4, 2000, by RHH Acquisition Corp., a Delaware corporation
("Purchaser"), and The Heico Companies, LLC, a Delaware limited liability
company. The Schedule TO relates to the offer by Purchaser to purchase any and
all outstanding shares of Common Stock, par value $.01 per share, of
Robertson-Ceco Corporation, a Delaware corporation (the "Company"), at a
purchase price of $11.50 per share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 4, 2000 (the "Offer to Purchase"), and in the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which are filed as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are incorporated herein
by reference.
ITEM 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended by adding the following:
The Offer expired at 5:00 p.m., New York City Time, on Friday, June 16,
2000, and resulted in the tender by Company shareholders, and the acceptance for
payment by the Purchaser, of a total of 4,207,502 Shares. Upon such acquisition,
the Purchaser held an aggregate of approximately 15,390,365 Shares, or
approximately 95.5% of the total outstanding shares of the Company (including
42,900 shares tendered pursuant to guaranteed delivery). On June 19, 2000, the
Purchaser was merged with and into the Company (the "Merger") with the Company
continuing as the surviving corporation after the Merger. At the effective time
of the Merger, each outstanding Share of the Company (except for Shares owned by
the Purchaser or stockholders exercising dissenters' rights) was cancelled and
converted into the right to receive $11.50 per Share in cash, without interest
thereon.
ITEM 12. Exhibits.
Item 12 is hereby amended by adding the following exhibit:
(a)(5)(vii) Press Release issued by the Company, dated June 16, 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.
RHH Acquisition Corp.
By: /s/ Michael E. Heisley
-------------------------------------
Michael E. Heisley
President
The Heico Companies, LLC
By: /s/ Michael E. Heisley
-------------------------------------
Michael E. Heisley
President and Chief Executive
Officer
Dated: June 19, 2000
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
------ -----
(a)(1)(i) Offer to Purchase, dated May 4, 2000.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(2) Not applicable.
(a)(3) Exhibit (a)(1)(i) is incorporated herein by reference.
(a)(4) Not applicable.
(a)(5)(i) Press Release, dated April 20, 2000.*
(a)(5)(ii) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.*
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(5)(iv) Agreement and Plan of Merger, dated as of April 20, 2000,
between RHH Acquisition Corp. and the Company.*
(a)(5)(v) Audited financial statements for the Company's 1998 and 1999
fiscal years, beginning on page F-1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999 (incorporated by reference to the Company's Annual Report
on Form 10-K filed with the Commission on March 29, 2000).*
(a)(5)(vi) Press Release issued by the Company, dated June 1, 2000.*
(a)(5)(vii) Press Release issued by the Company, dated June 16, 2000.
(b) Not applicable.
(c)(i) Financial presentation prepared for the Special Committee of
the Board of Directors of the Company by CIBC World Markets
Corp., dated April 20, 2000.*
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<PAGE>
(c)(ii) Opinion of CIBC World Markets Corp., dated April 20, 2000
(incorporated by reference to Annex A of the
Solicitation/Recommendation Statement on Schedule 14D-9 of the
Company filed with the Commission on May 4, 2000).*
(d) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included
as Schedule II to the Offer to Purchase filed herewith as
Exhibit (a)(1)(i)).*
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
-------------------
* Previously filed.
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