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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) Of
The Securities Exchange Act of 1934
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.
[_]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:
Not applicable.
Not applicable.
Form or Registration No.:
Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_]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: [_]
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INTRODUCTION
This Tender Offer Statement on Schedule TO (this "Statement") relates to
the offer by RHH Acquisition Corp., a Delaware corporation ("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.
All information in the Offer to Purchase, including all schedules thereto,
is incorporated by reference in answer to all of the items in this Statement.
Exhibits
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.
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
(a)(1)(iv) 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.
Guidelines for Certification of Taxpayer Identification Number on
(a)(5)(iii) 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).
(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.
(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.
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.
/s/ Michael E. Heisley
By: _________________________________
Michael E. Heisley
President
The Heico Companies, LLC
/s/ Michael E. Heisley
By: _________________________________
Michael E. Heisley
President and Chief Executive
Officer
Dated: May 4, 2000
EXHIBIT INDEX
Exhibit
Number Title
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(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).
(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.
(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.