SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)
(Amendment No. --)
ROCKFORD INDUSTRIES, INC.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
773259 10 6
(CUSIP Number)
Gerry J. Ricco
Rockford Industries, Inc.
1851 E. First Street
Santa Ana, California 92705
(714) 547-7166
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
J. Jay Herron, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Suite 1700
Newport Beach, California 92660
(949) 760-9600
November 9, 1998
(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),13d-1(f) or 13d-1(g), check the following box: [ ]
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).
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CUSIP NO. 773259 10 6 Schedule
13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Gerry J. Ricco
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER*
Number of 0
Shares
Beneficially 8 SHARED VOTING POWER*
Owned By 774,666
Each
Reporting 9 SOLE DISPOSITIVE POWER*
Person With 774,666
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON*
774,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11*
18.7%
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14 TYPE OF REPORTING PERSON
IN
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*SEE ITEM 5 OF TEXT BELOW!
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement")
relates to the common stock, no par value (the "Common Stock") of
Rockford Industries, Inc., a California corporation (the
"Company"), having its principal executive offices at 1851 E.
First Street, Santa Ana, California 92705.
Item 2. Identity and Background
This Statement is being filed by or on behalf of Gerry
J. Ricco, an individual, and amends the Schedule 13G filings made
by Mr. Ricco. Mr. Ricco is the Chief Executive Officer of the
Company. His business address is 1851 E. First Street, Santa
Ana, California 92705.
During the last five years, Mr. Ricco has not been (a)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (b) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such
laws.
Mr. Ricco is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Ricco acquired all of his shares with personal
funds.
Item 4. Purpose of Transaction
The reporting person acquired his shares originally
prior to the date the Company became subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). In connection with the proposed merger
(the "Merger") of the Company with a wholly owned subsidiary of
American Express Company ("American Express") pursuant to a Plan
and Agreement of Merger, dated November 9, 1998 (the "Merger
Agreement"), Mr. Ricco entered into a Shareholders Option
Agreement, dated November 9, 1998, with America Express, Brian
Seigel and Larry Hartmann, a copy of which is attached as an
exhibit hereto and incorporated herein by reference (the "Option
Agreement"). Pursuant to the Option Agreement, Messrs. Ricco,
Seigel and Hartmann (collectively, the "Identified Shareholders")
granted to American Express (i) an irrevocable proxy to vote all
of the Common Stock owned of record by such Identified
Shareholder (the "Shares") with respect to any matter brought
before the shareholders of the Company, including the Merger,
(ii) an irrevocable and continuing option (the "Irrevocable
Option") following the occurrence of the First Date for Exercise
(as defined below) to purchase all of the Shares owned by him for
a per share price equal to $11.88 (subject to adjustment in
certain events); and (iii) in the event American Express does not
exercise its rights under the irrevocable proxy, the right to
direct the voting by the Identified Shareholder of the Shares
with respect to any matter brought before the shareholders of the
Company, including the Merger. As used in the Option Agreement,
the term "First Date for Exercise" means the earliest to occur of
any of the following events: (i) any person shall have commenced
(as such term is defined in Rule 14d-2 under the Exchange Act),
or shall have filed a registration statement under the Securities
Act, of 1933, as amended (the "Securities Act"), with respect to,
a tender offer or exchange offer to purchase any shares of Common
stock such that, upon consummation of such offer, such person
would own or control 10% or more of the then outstanding Common
Stock; (ii) the Company, without having received American
Express' prior written consent shall (A) have authorized,
recommended, proposed or publicly announced an intention to
authorize, recommend or propose, or shall have entered into or
publicly announced an intention to enter into, an agreement with
any person (other than American Express or any subsidiary of
American Express) to (1) effect a merger, consolidation,
combination, reorganization, share exchange, joint venture
involving an equity control event (as defined below) or similar
transaction involving the Company or any subsidiary of the
Company, (2) directly or indirectly sell, lease or otherwise
transfer or dispose of, or agree to sell, lease or otherwise
transfer or dispose of, assets of the Company or its subsidiaries
representing 10% or more of the consolidated assets of the
Company and its subsidiaries or (3) directly or indirectly issue,
sell or otherwise transfer or dispose of or agree to sell, lease
or otherwise transfer or dispose of or agree to issue, sell or
otherwise transfer or dispose of (including, without limitation,
by way of merger, consolidation, reorganization, share exchange,
dividend, distribution or any similar transaction) securities
representing 10% or more of the voting power of the Company (any
of the foregoing an "Acquisition Transaction"), or (B) directly
or indirectly have otherwise taken any action including, without
limitation, responding to, or entering into discussions or
negotiations, in respect of an Acquisition Transaction or an
Acquisition Proposed (as defined in the Merger Agreement) made by
any party other than American Express, (iii) any person or group
(as such term is defined under the Exchange Act) shall have
acquired beneficial ownership (as such term is defined in Rule
13d-3 under the Exchange Act) or the right to acquire beneficial
ownership of, or any group shall have been formed which
beneficially owns or has the right to acquire beneficial
ownership of, 10% or more of the then outstanding Common Stock
(other than any person or group that, at the date of the Option
Agreement, beneficially owns or has the right to acquire
beneficial ownership of 10% or more of the outstanding shares of
Common Stock) (an "equity control event"); or (iv) any person
other than American Express shall have made an Acquisition
Proposal to the Company or its shareholders and such proposal
shall have been publicly announced (the events described in the
preceding clauses (i), (ii), (iii) and (iv) are collectively and
individually referred to as an "Acquisition Event"). The Option
Agreement terminates on the earlier of (i) the termination of the
Merger Agreement in accordance with its terms; or (ii) the
delivery by American Express to the Identified Shareholders of
written notice to terminate the Option Agreement. If during the
term of the Option Agreement an Acquisition Event occurs, or if
the Merger Agreement is terminated by the Company in accordance
with Section 7.1(b)(v) of the Merger Agreement (the date of the
earlier of the occurrence or termination being the "Trigger
Event"), the Option Agreement and the option granted to American
Express thereunder will remain in full force and effect and the
termination date of the Option Agreement will automatically
extend to the date which occurs 12 months from the Trigger Date.
Pursuant to the Merger Agreement, each Identified
Shareholder has agreed to exercise or cause to be exercised all
Company Stock Options directly or indirectly beneficially owned
by him prior to the Effective Time and that to the extent not
exercised, all options owned by such Identified Shareholder will
automatically terminate at the Effective Time. To the extent
each Identified Shareholder exercises his options, the shares of
Common Stock issued thereto will become subject to the Option
Agreement.
The Option Agreement also prohibits Mr. Ricco and the
other Identified Shareholders from selling, transferring,
pledging, assigning, conveying or otherwise disposing of the
Shares which are subject thereto. In addition, the respective
spouses of the Identified Shareholders executed a Spousal consent
consenting to the transactions contemplated by the Option
Agreement and the Merger Agreement.
Other than as described above, and as contemplated by
the Merger Agreement and the Option Agreement, Mr. Ricco has no
plans or proposals which relate to, or may result in, the matters
listed on Items 4(a)-(j) of Schedule 13(D) (although he reserves
the right to develop such).
Item 5. Interest in Securities of the Issuer
Mr. Ricco beneficially owns 774,666 shares, equal to
approximately 18.7% of the outstanding shares of the Company.
Mr. Ricco exercises shared voting (as described in Item 4 above)
and sole dispositive power over all 774,666 shares. 40,000
shares are in the form of options, all of which are currently
exercisable.
Except as described herein, Mr. Ricco has not acquired
or disposed of any of the Company's Common Stock during the past
sixty days.
As a result of the Option Agreement as described in
Item 4 above, Mr. Ricco may be deemed part of a group with
Messrs. Seigel and Hartmann and therefore, may be deemed to be
the beneficial owner of the 734,667 and 734,667 shares of Common
Stock of Messrs. Seigel and Hartmann, respectively, subject to
the Option Agreement. Mr. Ricco disclaims the existence of a
group and the beneficial ownership of such shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
See Item 4 for a description of the Merger Agreement
and the Option Agreement, which are incorporated herein by
reference. In connection with the Option Agreement, the
Identified Shareholders and American Express entered into an
Escrow Agreement with U.S. Trust company, National Association
("US Trust") pursuant to which the Shares of the Identified
Shareholders were placed in escrow with US Trust for the term of
the Option Agreement.
Except as set forth above, to the best of Mr. Ricco's
knowledge, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named
in Item 2 or among such persons and any other persons with
respect to any securities of the Company, including but not
limited to, transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material To Be Filed as Exhibits
Exhibit 1 Plan and Agreement of Merger, dated November 9, 1998 by
and among American Express Company, RXP Acquisition
Corporation and Rockford Industries, Inc. (incorporated
by reference to Exhibit 99.1 to the Current Report on
Form 8-K filed with the Securities and Exchange
Commission on November 17, 1998 by Rockford
Industries, Inc., File No. 0-26324)
Exhibit 2 Shareholders Option Agreement, dated November 9, 1998
by and among American Express Company and the
shareholders of Rockford Industries, Inc. listed on the
signature page thereto (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on November
17, 1998 by Rockford Industries, Inc., File No.
0-26324).
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SIGNATURE
After reasonable 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.
Dated: November 17, 1998 /s/ Gerry J. Ricco
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GERRY J. RICCO
