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)
HEICO CORPORATION
(Name of Issuer)
Class A Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
422806208
(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)
April 30, 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 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. 422806208 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
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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 127,025
OF -----------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED -----------------------------------------------------
BY
EACH 9. SOLE DISPOSITIVE POWER 127,025
REPORTING ----------------------------------------------------
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 253,140
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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) 6.0%
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14. TYPE OF REPORTING PERSON* IN
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CUSIP No. 422806208 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 126,115
OF -----------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED -----------------------------------------------------
BY
EACH 9. SOLE DISPOSITIVE POWER 126,115
REPORTING -----------------------------------------------------
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 253,140
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* EP
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CUSIP No. 422806208 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 Class A 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 address 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 Stock was acquired as a dividend granted on the Company's Common
Stock, $.01 par value per share
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.
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.
CUSIP No. 422806208 13D Page 5 of 14 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 30, 1998, Plessner held 127,025 shares of Stock
directly, constituting 3.0% of the class. The Plessner Plan
held 126,115 shares of Stock, constituting 3.0% of the class.
Plessner, as a sole trustee of the Plessner Plan, may be
deemed to beneficially own an aggregate of 253,140 shares of
Stock, constituting 6.0% of the class. The stated percentages
are based on 4,189,249 shares of Stock outstanding as of April
30, 1998. As described in Item 5(e) below, as of April 30,
1999, the Reporting Persons ceased to be beneficial owners of
more than five percent of the Stock.
As of January 31, 2002, Plessner held no shares of Stock. The
Plessner Plan held 16 shares of Stock. Plessner, as a sole
trustee of the Plessner Plan, may be deemed to beneficially
own an aggregate of 16 shares of Stock, constituting less than
0.1% of the class. The stated percentage is based on
11,521,708 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 approximately is attached as
Exhibit B.
(d) Not applicable.
(e) On April 30, 1999, the Reporting Persons ceased to be
beneficial owners of more than five percent of the class of
securities due principally to the issuance of new Stock by the
Company. See also 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 for the past 60
days approximately.
CUSIP No. 422806208 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
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Rene Plessner
RENE PLESSNER ASSOCIATES, INC. PROFIT SHARING PLAN
By: /s/ Rene Plessner
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Rene Plessner, Trustee