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. 2)
HEICO CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
422806109
(CUSIP Number)
Rene Plessner Anne E. Pitter, Esq.
Rene Plessner Associate, Inc. Brown Raysman Millstein Felder & Steiner LLP
375 Park Avenue 805 Third Avenue
New York, New York 10152 New York, New York 10022
(212) 421-3490 (212) 702-5944
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2001
(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 that 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
[_].
Note. Schedules filed in paper format shall include signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on Following Pages)
(Page 1 of 14 pages)
CUSIP No. 422806109 13D Page 2 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rene Plessner
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER 7. SOLE VOTING POWER 230,474
OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED
BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 230,474
REPORTING
PERSON --------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 550,085
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* IN
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CUSIP No. 422806109 13D Page 3 of 14 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rene Plessner as trustee for the Rene Plessner Associates, Inc. Profit
Sharing Plan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
--------------------------------------------------------------------------------
NUMBER 7. SOLE VOTING POWER 319,611
OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED
BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 319,611
REPORTING
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 550,085
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* EP
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CUSIP No. 422806109 13D Page 4 of 14 Pages
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
("Statement") relates is the Common Stock, $.01 par value per share (the
"Stock"), of Heico Corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 3000 Taft Street, Hollywood, Florida 33021.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended (the "Act"): (i) Rene Plessner, an individual ("Plessner") and (ii) Rene
Plessner as trustee for the Rene Plessner Associates, Inc. Profit Sharing Plan
("Plessner Plan"). Plessner and the Plessner Plan are collectively referred to
herein as the "Reporting Persons."
While the Reporting Persons may be deemed to constitute a "group"
for purposes of Rule 13d-3, the Reporting Persons expressly disclaim that they
have agreed to act as a group other than as described in this Statement.
(b) The address of the principal business and principal office of each
Reporting Person is 375 Park Avenue, New York, New York 10152.
(c) The Plessner Plan is a trust organized to administer the employee
profit sharing plan of Rene Plessner Associates, Inc. The Plessner Plan is
administered by Plessner as sole trustee. Plessner is the President of Rene
Plessner Associates, Inc., whose principal office is as set forth in Item 2(b)
above. Rene Plessner Associates, Inc. is an executive search firm.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) Plessner is a citizen of the United States and the Plessner Plan
is a Trust organized under the laws of the State of New York.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration used for the Stock acquisitions by Plessner was
obtained from personal funds of Plessner. The funds for the Stock acquisitions
by the Plessner Plan were provided by monies invested by or contributed on
behalf of employee participants in the Plessner Plan. The Stock was acquired in
the open market at various times at market prices.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition was for investment in the ordinary course.
The Reporting Persons reserve the right at any time and from time to time,
depending on market or other factors, to acquire additional shares of Stock or
other securities of the Issuer, to dispose of all or any portion of the Stock or
other securities of the Issuer now or hereafter held by them and to take any
other action with respect to the Issuer or its securities permitted by law.
CUSIP No. 422806109 13D Page 5 of 14 Pages
Except as set forth in this Item 4, neither Plessner nor the Plessner Plan
has any plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of January 31, 2001, Plessner held 230,474 shares of Stock
directly, constituting 2.7% of the class. The Plessner Plan held
319,611 shares of Stock, constituting 3.7% of the class. As of January
31, 2001, Plessner, as a sole trustee of the Plessner Plan, may be
deemed to beneficially own an aggregate of 550,085 shares of Stock,
constituting 6.4% of the class. The stated percentages are based on
8,536,886 shares of Stock outstanding as of January 31, 2001. The
aggregate 6.4% represents an increase of more than 1% over the 5.3% of
the Stock held by the Reporting Persons as reported in their original
Schedule 13D filed January 9, 1997.
As of January 31, 2002, Plessner held 107,127 shares of Stock
directly, constituting 1% of the class. The Plessner Plan held
433,370 shares of Stock, constituting 2.8% of the class. As of
January 31, 2002, Plessner, as a sole trustee of the Plessner
Plan, may be deemed to beneficially own an aggregate of
540,497 shares of Stock, constituting 3.8% of the class. The
stated percentages are based on 9,325,365 shares of Stock
outstanding as of December 31, 2001.
(b) Plessner has the sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of the securities of which he
is the beneficial owner. The Plessner Plan has the sole power to vote
or direct the vote and sole power to dispose or to direct the
disposition of the securities of which it is the beneficial owner,
which power is exercised through Plessner, as sole trustee.
(c) A schedule of each transaction in the Stock by the Reporting Persons
during the past 60 days is attached as Exhibit B.
(d) Not applicable.
(e) As of January 31, 2002, the Reporting Persons are no longer beneficial
owners of more than five percent of the class of the Stock. See
paragraph 2 of Item 5(a) above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described in Item 2(a) above and attached hereto as
Exhibit A, there are no contracts, arrangements, understandings or relations
(legal or otherwise) among the persons named in Item 2 and any other person with
respect to the Stock or other securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement pursuant to Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended, with respect to Schedule 13D filings.
Exhibit B - Schedule of Transactions in Stock during the past sixty
(60) days approximately.
CUSIP No. 422806109 13D Page 6 of 14 Pages
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.
Date: February 24, 2002
/s/ Rene Plessner
-----------------------------------------
Rene Plessner
RENE PLESSNER ASSOCIATES, INC. PROFIT SHARING PLAN
By: /s/ Rene Plessner
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Rene Plessner, Trustee