SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant --X--
Filed by a party other than the registrant -----
Check the appropriate space:
----- Preliminary proxy statement
--X- Definitive proxy statement
----- Definitive additional materials
----- Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
Robertson-Ceco Corporation
-----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate space):
--X-- No Fee Required.
----- $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(1)(3).
----- Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction: -----------------
(5) Total fee paid:
- Fee paid previously with preliminary materials.
----- Check space if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid: ----------------------
(2) Form, schedule or registration statement no.: --------
(3) Filing party: -----------------------
(4) Dated filed: -------------------------
ROBERTSON-CECO CORPORATION
5000 Executive Parkway, Ste. 425
San Ramon, CA 94583
510-358-0330
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 1998
To the Stockholders of Robertson-Ceco Corporation:
Notice is hereby given that the annual meeting of stockholders of ROBERTSON-
CECO CORPORATION, a Delaware corporation (the "Company"), will be held at the
offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, IL 60606 at
3:00 p.m. local time, on May 19, 1998 for the following purposes:
1. To elect eight directors of the Company to hold office for the ensuing
year.
2. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed April 14, 1998, as the record date for the
determination of the holders of shares of the Company's outstanding Common Stock
entitled to notice of and to vote at the annual meeting of stockholders. Each
stockholder is entitled to one vote per share on all matters to be voted on at
the meeting.
By Order of the Board of Directors
Stanley H. Meadows
Secretary
April 28, 1998
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH
REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
ROBERTSON-CECO CORPORATION
5000 EXECUTIVE PARKWAY, STE. 425
SAN RAMON, CA 94583
PROXY STATEMENT
ANNUAL MEETING OF THE STOCKHOLDERS
MAY 19, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Robertson-Ceco Corporation
(the "Company") for use at the annual meeting of stockholders of the Company and
at any adjournment or adjournments thereof (the "Meeting") to be held, pursuant
to the accompanying Notice of Annual Meeting, on Tuesday, May 19, 1998 at the
offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, IL 60606 at
3:00 p.m. local time. The Company expects to mail this Proxy Statement and
accompanying proxy on or about April 28, 1998.
Valid proxies will be voted as specified thereon at the Meeting. A
stockholder who has executed and returned a proxy may revoke it at any time
before it is voted by delivering an executed proxy bearing a later date or a
written notice of revocation to the Secretary of the Company, or by voting in
person at the Annual Meeting. Any stockholder who attends the Meeting in person
will not be deemed thereby to revoke the proxy unless such stockholder
affirmatively indicates the intention to vote the shares in person.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31, 1997,
including financial statements examined by Arthur Andersen L.L.P., independent
accountants, and their report thereon, is being mailed herewith. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") WILL BE SENT TO ANY
STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO: INVESTOR RELATIONS,
ROBERTSON-CECO CORPORATION, 5000 EXECUTIVE PARKWAY, STE. 425, SAN RAMON,
CALIFORNIA 94583.
VOTING SECURITIES
The holders of record of shares of Common Stock of the Company on April 14,
1998 are entitled to vote at the Meeting. On that date there were issued,
outstanding and entitled to vote at the Meeting 16,111,550 shares of Common
Stock. Each stockholder is entitled to one vote for each share of Common Stock
held by such stockholder of record on each of the matters which comes up for a
vote at the Meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company has made arrangements with its transfer agent,
the American Stock Transfer and Trust Company, to assist the Company in the
solicitation of proxies. The Company anticipates that the cost of such
solicitation will be less than $25,000 plus other nominal out-of-pocket
expenses. Employees of the Company may also solicit proxies without additional
compensation. The Company and the American Stock Transfer and Trust Company will
request banks, brokers and other intermediaries holding shares beneficially
owned by others to send the proxy material to and obtain proxies from such
beneficial owners and will reimburse such intermediaries for their reasonable
expenses in so doing.
SECURITY OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth those stockholders known to the Company to be
beneficial owners of more than 5% of the Company's Common Stock. Unless
otherwise specified, each person has sole power to vote and dispose of their
beneficially owned shares. The information with respect to the Common Stock held
by Michael E. Heisley is based on information set forth in the Schedule 13D of
Mr. Heisley dated January 16, 1998. The information with respect to Ingalls &
Snyder is based on information set forth in the Schedule 13G of Ingalls & Snyder
dated September 17, 1997.
Number of Percent of
Name and Address of Beneficial Owner Shares(1) Class(2)
Michael E. Heisley . . . . . . 10,542,071(3)(4) 65.43%
Three First National Plaza
Suite 5600
Chicago, IL 60602
Ingalls & Snyder . . . . . . . 912,090 5.66%
61 Broadway
New York, NY 10006
(1) Beneficial ownership for the purposes of this table is determined in
accordance with the rules and regulations of the SEC.
(2) The percentages have been calculated based on the number of shares of
Common Stock (16,111,550) which were outstanding at the close of business
on April 14, 1998.
(3) Michael E. Heisley, the Chief Executive Officer and a director of the
Company, has sole voting and dispositive power over: (a) 1,127 shares owned
by Mr. Heisley, (b) 8,374,444 shares beneficially owned by The Heico
Companies, L.L.C. (formerly known as Heisley Investments, L.L.C.), and (c)
2,166,500 shares beneficially owned by Heico Holding, Inc. (formerly known
as Pettibone Corporation).
(4) The Heico Companies, L.L.C. and Heico Holding, Inc. have entered into an
agreement with the Company providing under certain circumstances for shares
of the Company's Common Stock issued to it to be registered under the
Securities Act of 1933.
MANAGEMENT
The following information regarding beneficial ownership of Common Stock by
directors and executive officers of the Company is based in part upon
information received from the persons named and other persons included in the
group of directors and executive officers. The information is provided as of
March 15, 1998.
NATURE OF
AMOUNT AND NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
Andrew G.C. Sage . . . . . . . . . . . . . . . . . . . . . . . 250,112 1.55%
Michael E. Heisley . . . . . . . . . . . . . . . . . . . . . . 10,542,071(2)(3) 65.4%
Stanley G. Berman . . . . . . . . . . . . . . . . . . . . . . 1,127 *
Stanley H. Meadows . . . . . . . . . . . . . . . . . . . . . . 964 *
Gregg C. Sage . . . . . . . . . . . . . . . . . . . . . . . . 250,112(4) 1.55%
E. A. Roskovensky . . . . . . . . . . . . . . . . . . . . . . 140,000(5) *
Ronald D. Stevens . . . . . . . . . . . . . . . . . . . . . . 15,000(6) *
Total of all shares beneficially owned by all executive officers
and directors as a group (8 Persons) . . . . . . . . . . . . 10,949,274(7) 67.96%
______________
* less than 1%
(1) Unless otherwise indicated, the shares shown in the table are those as to
which the beneficial owner has sole voting and investment power with the
exception of those restricted shares issued under the Company's 1991 Long
Term Incentive Plan (the "Long Term Incentive Plan") as to which such
persons have sole voting power.
(2) Refer to footnote 3 in the previous table for information regarding voting
and dispositive power with respect to Common Stock beneficially owned by
Mr. Michael E. Heisley. The number of shares listed on this table includes
the 1,127 shares owned directly by Mr. Heisley.
(3) On January 7, 1998, The Heico Companies (and Heisley indirectly through The
Heico Companies) entered into a stock purchase agreement with Hemisphere
Investment L.P. ("Hemisphere"), of which Frank Benevento owned 47%, to
acquire the 541,611 shares owned by Hemisphere. Under the agreement, The
Heico Companies purchased from Hemisphere 491,611 shares on January 7,
1998. The agreement provides that the remaining 50,000 shares will be
purchased by The Heico Companies on June 2, 1998, however, The Heico
Companies were given immediate voting rights. Consequently, the table
reflects all 541,611 as owned by Michael E. Heisley.
(4) Includes all shares owned by Sage Capital Corporation ("Sage Capital") and
deemed to be beneficially owned by Mr. Andrew G. C. Sage, II. Mr. Gregg C.
Sage has 25% ownership in and is a Managing Director of Sage Capital, and
may be deemed to share voting and investment power over the shares of
Common Stock held by Sage Capital. Mr. Gregg C. Sage disclaims beneficial
ownership of such Common Stock.
(5) See "Executive Compensation".
(6) Consists of restricted shares of the Company's Common Stock granted under
The Long Term Incentive Plan. See "Executive Compensation".
(7) Includes 15,000 restricted shares of the Company's Common Stock granted
under The Long-Term Incentive Plan. See "Executive Compensation".
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than ten
percent of the Company's stock to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such Section 16(a) forms furnished
to the Company and written representations from the Company's executive officers
and directors, the Company believes that during 1997 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with.
QUORUM AND VOTING OF PROXIES
Under the Company's By-Laws, a majority of shares entitled to be voted,
present in person or represented by proxy, constitutes a quorum as to such
matters. Shares represented by proxies that withhold authority to vote for a
nominee for election as a director or that reflect abstentions and "broker
non-votes" ( i.e. shares represented at the meeting held by brokers or nominees
as to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) with respect to a
particular matter will be considered present for purposes of determining the
presence of a quorum.
All shares represented by a properly executed proxy will be voted at the
Annual Meeting in accordance with the directions on such proxy. If no direction
is indicated on a properly signed proxy, the shares covered thereby will be
voted for the election of all of the board's nominees as directors. Directors
are elected by a plurality of stockholder votes.
ELECTION OF DIRECTORS
The board nominates the following people to serve one-year terms as directors
of the Board of the Company:
Andrew G. C. Sage, II
Michael E. Heisley
E. A. Roskovensky
Frank A. Benevento, II
Stanley G. Berman
Stanley H. Meadows
Gregg C. Sage
Michael E. Heisley, Jr.
Information regarding the directors whose term will continue after the
meeting and nominees for directors of the Company as of April 14, 1998 is set
forth below.
TERM EXPIRES
AT ANNUAL
DIRECTOR MEETING
AGE SINCE TO BE HELD IN
Andrew G. C. Sage, II . 72 11/92 1998
Michael E. Heisley . . . 61 7/93 1998
E. A. Roskovensky . . . 52 11/94 1998
Frank A. Benevento, II . 50 7/93 1998
Stanley G. Berman . . . 64 7/93 1998
Stanley H. Meadows . . . 53 5/96 1998
Gregg C. Sage . . . . . 40 11/92 1998
Michael E. Heisley, Jr. 36 n/a n/a
Andrew G. C. Sage, II is Chairman (since July 1993) of the Company. Mr.
Sage also served as President (from November 1992 until July 1993) and Chief
Executive Officer (from November 1992 until December 1993) of the Company. Mr.
Sage is also President of Sage Capital Corporation ("Sage Capital"), a general
business and financial management corporation specializing in business
restructuring and problem solving. Prior to the formation of Sage Capital in
1989, Mr. Sage was a consultant to and/or a director of Heico Holding, Inc.,
(formerly Pettibone Corporation) and USIF Real Estate. Mr. Sage is a director of
American Superconductor Corporation and Tom's Foods, Inc. Andrew G.C. Sage, II
is the father of Mr. Gregg C. Sage.
Mr. Heisley is Chief Executive Officer (since December 1993) of the Company.
Mr. Heisley is Chairman of the following companies: Davis Wire Corporation
(since 1991), a manufacturer of steel wire, and Tom's Foods, Inc. (since 1993),
a manufacturer and distributor of snack foods. Mr. Heisley is Chief Executive
Officer of The Heico Companies, L.L.C. (since 1979). He is also Chief Executive
Officer of Heico Holding, Inc. (formerly Pettibone Corporation), (since 1988), a
diversified manufacturing company, and a director of Tom's Foods, Inc. (since
1993), and Envirodyne, Inc. (since 1994).
Mr. Roskovensky is President and Chief Operating Officer (since November
1994) of the Company. Prior to being elected President and Chief Operating
Officer, Mr. Roskovensky served the Company as President of the Company's Metal
Buildings Group (from February 1994). He is also the President and Chief
Executive Officer of Davis Wire Corporation (from 1991), a manufacturer of steel
wire. Prior to 1991, Mr. Roskovensky was the President of USS-POSCO Industries
(from 1986 to 1990), a steel mill joint venture company between USX Corporation
and Pohang Iron & Steel of the Republic of Korea.
Mr. Benevento was general partner (from 1987 to 1995) of the partnership that
controls the general partner of The Energy Recovery Fund, an entity chartered to
invest in oil and oil service companies. He was also President and Chief
Executive Officer (from 1987 to 1995) of Energy Recovery Management, Inc., the
management company of The Energy Recovery Fund. Mr. Benevento was Chairman
(April 1990 to January 1993) of Sub Sea International, Inc., an oilfield related
underwater diving and robotics company. Mr. Benevento is a director of EnServ
Corporation.
Mr. Berman is currently a retail consultant (since April 1991). Prior to that
time, he was Executive Vice-President of Administration (1978-1991) of
Grossman's Inc., a retail building materials company, with which he had been
employed since 1953. Mr. Berman is a director of Construcentru DE America, S.A.
DE C.V.
Mr. Meadows is the president of a professional corporation that is a partner
at the law firm of McDermott, Will & Emery since 1985. McDermott, Will & Emery
provided services to the Company in 1997 and is expected to provide services to
the Company in 1998.
Mr. Gregg C. Sage served as a full-time consultant to the Company from
September 1992 to December 1994. Mr. Sage is currently President of Cupples
Products, Inc., a manufacturer of curtainwall products. Mr. Sage is also
Managing Director (since 1989) of Sage Capital. Prior thereto, Mr. Sage was
President and Chief Executive Officer (1987 to 1989) of Rusco-Sage Industries, a
window manufacturing company. Mr. Gregg C. Sage is the son of Mr. Andrew G. C.
Sage, II.
Mr. Michael E. Heisley Jr., son of Mr. Michael E. Heisley, is the Executive
Vice-President of The Heico Companies, L.L.C. (since 1997). Prior to 1997, Mr.
Heisley was President of Spartan Tool Company (from 1995-1997), a manufacturer
of sewer cleaning equipment. Prior to 1995, Mr. Heisley was President of Field
Controls Inc., a manufacturer of HVAC control devices.
The Board of Directors is responsible for the general supervision, management
and control of the Company's business. In addition, the Board has established an
Audit Committee, a Compensation Committee and a Nominating Committee. The Audit
Committee consists of Messrs. F. Benevento (Chairman), S. Meadows, G. Sage and
S. Berman. The Committee reviews with the financial officers of the Company and
its outside auditors the scope of the annual audit and the results thereof, the
financial statements of the Company, the extent and operation of the Company's
internal financial control systems and fees charged by the Company's auditors
for auditing and other professional services. It also oversees the internal
audit function of the Company. The Compensation Committee consists of Messrs. S.
Meadows (Chairman), A. Sage and S. Berman. The Compensation Committee acts upon
employment agreements between the Company and its executive officers,
establishes salaries for the Company's executive officers, awards senior
management performance bonuses and grants awards under the Long Term Incentive
Plan. The Nominating Committee consists of Messrs. A. Sage (Chairman), M.
Heisley and S. Meadows, and recommends persons as nominees for election as a
director and will consider nominations submitted by stockholders. Stockholders
of the Company wishing to make recommendations should write to the Nominating
Committee, c/o Ronald D. Stevens, Executive Vice President, Robertson-Ceco
Corporation, 5000 Executive Parkway, Ste. 425, San Ramon, California 94583.
During 1997, the Board held four meetings, the Audit Committee held three
meetings, the Compensation Committee held one meeting and the Nominating
Committee held one meeting. During 1997, each director attended 75% or more of
the aggregate of the total number of meetings of the Board (held during the
period for which he has been a director), and the total number of meetings held
by all committees of the Board on which he served (during the period that he
served).
Each of the nominees has agreed to serve as director, if elected. If, at the
time of the Meeting a nominee is unwilling or unable to serve as a director, the
Board may fix the number of directors at less than seven, or the persons named
as proxies may nominate and may vote for other persons in their discretion. The
Company has no reason to believe that any of the nominees will be unwilling or
unable to serve if elected.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned for services rendered
during 1997 by the Chief Executive Officer, and the three executive officers who
received in excess of $100,000 in salary and bonus compensation in 1997.
LONG TERM ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION COMPENSATION COMPENSATION
RESTRICTED
SALARY BONUS OTHER(5) STOCK AWARDS AMOUNT(1)
Michael E. Heisley 1997 $300,000 - - - -
Chief Executive Officer 1996 $300,000 - - - -
1995 $300,000 - - - -
E.A. Roskovensky(2) 1997 $400,008 $ 180,000 - - $4,750
President and Chief 1996 $363,000 $ 163,350 - - $4,500
Operating Officer 1995 $363,000 $ 163,350 - $455,000 $4,500
Ronald D. Stevens(3)(4) 1997 $202,504 $ 30,000 $ 121,508 - -
Executive Vice President, 1996 $ 47,001 $ 6,250 - $120,000 -
and Chief Financial Officer 1995 - - - - -
Andrew Sage 1997 $125,000 - - - -
Chairman 1996 $125,000 - - - -
1995 $150,000 - - - -
(1) Reflects the amount of 401(k) matching contributions made by the Company
under its defined contribution plan.
(2) In September 1995, the Company granted an award of 140,000 restricted
shares to Mr. Roskovensky. Restricted shares may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of until they
vest. However, the shares can be voted and recipients will be entitled to
any dividends and other distributions paid with respect to the shares,
subject to the same restrictions (except in the case of cash distributions)
as those applying to the underlying shares. The dollar value for the
restricted stock shown in the table is based on the closing market price on
the date of the grant, in Mr. Roskovensky's case, September 19, 1995, which
was $3.25. One-third of Mr. Roskovensky's restricted stock vested on
September 19, 1995, one-third vested on November 1, 1995, and the final
one-third vested on November 1, 1996. The closing market price of the
Company's Common Stock on December 31, 1997, the last trading day of the
last completed fiscal year, was $9.75. Based on such price, on December 31,
1997, Mr. Roskovensky's stock holdings were valued at $1,365,000.
(3) Mr. Stevens became an executive officer of the Company effective October
31, 1996.
(4) In 1996, the Company granted Mr. Stevens 15,000 restricted shares.
Restricted shares may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of until they vest. However, the shares
can be voted and recipients will be entitled to any dividends and other
distributions paid with respect to the shares, subject to the underlying
shares. The 15,000 shares will vest at the rate of 3,000 shares annually
for each of the next five years beginning on October 7, 1997. The dollar
value for the restricted stock shown in the table is based on the closing
market price on the date of the grant, in Mr. Stevens' case, as of October
7, 1996, which was $8.00. The closing market price of the Company's Common
Stock on December 31, 1997, the last trading day of the last completed
fiscal year, was $9.75. Based on such price, on December 31, 1997, Mr.
Stevens' stock holdings were valued at $146,250.
(5) Reflects the amount of temporary living, moving and other related expenses
paid by the Company related to Mr. Stevens working in and subsequent
relocation to San Ramon, California as an executive officer of the Company.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company considers itself an "at will" employer (subject to any
contractual arrangements described below) with respect to its officers who are
employees. The Company has executed an employment agreement with Mr. Stevens.
The agreement sets forth such officer's position with the Company, his starting
base salary, his participation in the Company's employee insurance and pension
benefit plans and incentive bonuses and also provides for severance payments of
one year's compensation to be made in the event of termination of employment
from the Company.
RETIREMENT BENEFITS
The Company's executive officers are eligible to participate in the Company's
401(k) Savings Plan. Each participant may defer up to 10% of their annual
earnings and the Company matches 3% of the participant's earnings, subject to
maximum limitations under the Internal Revenue Code.
COMPENSATION OF DIRECTORS
Directors who are not employees or consultants of the Company or any of its
subsidiaries are paid an annual retainer of $20,000 and a fee of $1,000 for
actual attendance and $250 for participation by telephone at each meeting of the
Board or any of its committees, together with expenses of attendance. The
Chairpersons of the Audit Committee and Compensation Committee are each paid an
additional annual retainer of $3,000. A non-employee director may elect to have
payments of retainer and meeting fees deferred and held by the Company for
payment at a later date selected by such director. All deferred payments accrue
interest at the Mellon Bank, N.A. prime rate as in effect from time to time.
Each person who becomes a member of the Board and who is not then an employee
of the Company or any of its subsidiaries receives, pursuant to the terms of The
Long Term Incentive Plan, a one-time, automatic award of shares of Common Stock
("Non-Employee Director Awards"). Shares of Common Stock received pursuant to a
Non-Employee Director Award are in lieu of the first $5,000 of the retainer fee
that would otherwise be payable to such director. The number of shares issued to
an eligible director equals $5,000 divided by the fair market value of one share
of Common Stock as of the last day of the month immediately preceding the date
such retainer would otherwise be paid.
COMPENSATION COMMITTEE REPORT
AND STOCK PRICE PERFORMANCE GRAPH
NOTE: THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND STOCK PRICE
PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY
FILING BY THE COMPANY WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY SUCH INCORPORATION BY
REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is pleased to present
its report on executives' compensation. The Compensation Committee is appointed
by the Board of Directors and, during 1997, was composed of two directors of the
Company, S. Meadows and S. Berman, who were not employees of the Company and who
were independent of management. The Committee is responsible for administration
of the Company's compensation program for executive officers, including awards
under the Company's incentive compensation plans.
During 1995, the management of the Company and the Board of Directors
determined that the best strategy for the Company was to operate solely as a
metal buildings business and to downsize the overall corporate administrative
activities. The successful implementation of this strategy resulted in a
dramatic improvement in the Company's 1996 and 1997 financial results.
The Company's compensation philosophy is to maintain a simplistic
compensation structure, incentivize the achievement of profitability within the
operations and reward achievement. The Company's compensation structure with
respect to its executive officers has been based on the desire to attract and
retain individuals with the necessary abilities and skills to recommend
strategies and implement the programs approved by the Board of Directors.
For 1997, the base salary of $300,000 for Mr. Heisley, Chief Executive
Officer, stayed the same as 1996. The base salaries for Mr. Roskovensky,
President and Chief Operating Officer, and Mr. Stevens, Executive Vice President
and Chief Financial Officer, increased by $37,000 and $10,000, respectively,
from 1996.
The Company has an annual bonus program in which executive officers and other
key persons are eligible for annual cash bonuses as approved by the Committee,
based on achievement of certain financial objectives, including targeted
earnings and individual performance objectives. In addition, the Committee has
authority to make discretionary awards.
With respect to 1997, the Committee approved awards based on achievement of
desired financial targets approved by the Committee and the Board of Directors
in early 1997. Such rewards were based in part on the subjective determination
of the Committee utilizing input from the Chief Executive Officer and the Chief
Operating Officer. The Committee approved awards and the Board of Directors
authorized a payment of a $180,000 bonus to Mr. Roskovensky and a $30,000 bonus
to Mr. Stevens. No bonus was paid to Mr. Heisley or Mr. A. Sage.
In summary, the Compensation Committee believes that the 1997 Compensation
levels reflect the Company's policy to attract and retain highly qualified
individuals to positions key to the Company's success. The Committee further
believes that the combination of base salary and bonus opportunity, as
determined above, provides a comprehensive program designed to maximize long
term stockholder interests.
Stanley H. Meadows
Stanley G. Berman
Andrew G.C. Sage
STOCK PRICE PERFORMANCE GRAPH
The following line graph compares the cumulative performance of the Common
Stock (and, prior to the merger of H. H. Robertson Company ("Robertson") and
Ceco Industries, Inc. on November 8, 1990, the common stock of Robertson) with
the S&P Composite 500 Stock Index, a building products industry index
constructed by the Company (consisting of Apogee Enterprises, Butler
Manufacturing, International Aluminum and United Dominion Industries, and
weighted by market capitalization) and a metal buildings industry index
constructed by the Company (consisting of American Buildings, Butler
Manufacturing, NCI Building Systems and United Dominion Industries) as of
December 31 of each year in the five-year period ended December 31, 1997. The
graph assumes that $100 was invested at the closing price on December 31, 1992
in each of Robertson's Common Stock, the S&P Composite 500 Stock Index, the
building products industry index and the metal buildings industry index and that
all dividends were reinvested.
[graph]
12/92 12/93 12/94 12/95 12/96 12/97
Robertson-Ceco Corporation 100 32 29 45 69 86
Metal Buildings Peer Group 100 219 229 294 328 337
Building Products Peer Group 100 190 206 244 309 285
S & P 500 100 110 112 153 189 252
INDEPENDENT ACCOUNTANTS
The firm of Arthur Andersen L.L.P. ("Arthur Andersen") was engaged by the
Board of Directors of the Company upon the recommendation of its Audit Committee
to audit the financial statements of the Company for the most recent fiscal
years ending December 31, 1997 and 1996. On April 3, 1997, the Board of
Directors of the Company ratified the selection of Arthur Andersen to serve
as its independent public accountants for fiscal 1997 and, accordingly,
dismissed Price Waterhouse L.L.P. ("Price Waterhouse").
Price Waterhouse's report on the Registrant's consolidated financial
statements for 1995 did not contain an adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope or accounting
principles. During 1995 and 1996 and through April 2, 1997, there was no
disagreement with Price Waterhouse regarding any matter of accounting principles
or practices, financial statement disclosure or auditing procedure, which
disagreement, if not resolved to the satisfaction of Price Waterhouse, would
have caused Price Waterhouse to make reference thereto in their reports.
No representatives of Arthur Andersen or Price Waterhouse will be present at
the Annual Meeting.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Any proposal by a stockholder of the Company intended to be presented for
consideration at the Company's annual meeting of stockholders in 1999 must be
received by the Company not later than December 29, 1998 for inclusion in the
proxy statement relating to that meeting. Proposals should be submitted to the
Secretary of the Company at the Company's principal office in San Ramon, CA.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business that
will be presented for consideration at the Meeting other than the items referred
to above. Proxies in the enclosed form will be voted in respect to any other
business that is properly brought before the Meeting in accordance with the
judgment of the person or persons voting the proxies.
By Order of the Board of Directors
Stanley H. Meadows
Secretary
April 28, 1998
PROXY
ROBERTSON-CECO CORPORATION (THE "CORPORATION")
5000 EXECUTIVE PARKWAY, STE. 425, SAN RAMON, CA 94583
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael E. Heisley and Andrew G.C. Sage,
II, and each of them as proxies, each with full power of substitution, to
represent and to vote, as designated below, all of the undersigned's Common
Stock in the Corporation at the annual meeting of stockholders of the
Corporation to be held on Tuesday, May 19, 1998 and at any adjournment thereof,
with the same authority as if the undersigned were personally present.
ELECTION OF DIRECTORS
____ FOR all nominees listed below (except as marked to the
contrary)--recommended by the Board of Directors
____ WITHHOLD AUTHORITY to vote for all nominees listed below
ANDREW G. C. SAGE, II, MICHAEL E. HEISLEY, MICHAEL E. HEISLEY, JR.,
E. A. ROSKOVENSKY, FRANK A. BENEVENTO, II, STANLEY G. BERMAN,
STANLEY H. MEADOWS, GREGG C. SAGE
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL OF THE NOMINEES LISTED ABOVE.
(PLEASE DATE AND SIGN ON THE REVERSE SIDE.)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
(IF THE STOCK IS REGISTERED IN
THE NAME OF MORE THAN ONE
PERSON, THE PROXY SHOULD BE
SIGNED BY ALL NAMED HOLDERS. IF
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE,
GUARDIAN, CORPORATE OFFICIAL,
ETC., PLEASE GIVE FULL TITLE AS
SUCH.)
________________________________
(SIGNATURE)
DATED:____________________,1998