|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549
|
|
|
SCHEDULE 13G |
|
|
(Rule 13d-102) |
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under
the Securities Exchange Act of 1934
(Amendment No. 3)(1)
HEICO Corp.
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
422806208
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 422806208 |
|||||
|
|||||
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
x |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship or Place of
Organization |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power
|
||||
|
|||||
7. |
Sole Dispositive Power
|
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
(1) The original Schedule 13G and all prior amendments incorrectly identified the Reporting Person as Susquehanna Investment Group. The Reporting Person in respect of all prior filings should have been Susquehanna Capital Group.
*The reporting persons are affiliated independent broker-dealers that may be deemed to be a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by the other reporting person.
**Based on 15,134,223 shares as reported in the Issuers form 10-K for the fiscal year ended October 31, 2006.
2
CUSIP No. 422806208 |
|||||
|
|||||
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
x |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship or Place of
Organization |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power
|
||||
|
|||||
7. |
Sole Dispositive Power
|
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
*The reporting persons are affiliated independent broker-dealers that may be deemed to be a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by the other reporting person.
**Based on 15,134,223 shares as reported in the Issuers form 10-K for the fiscal year ended October 31, 2006.
3
Item 1. |
|||
|
(a) |
Name of Issuer |
|
|
(b) |
Address of Issuers
Principal Executive Offices Hollywood, FL 33021 |
|
|
|||
Item 2. |
|||
|
(a) |
Name of Person Filing (2) SIG Specialists, Inc. (a Reporting Person) |
|
|
(b) |
Address of Principal
Business Office or, if none, Residence (2) 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004 |
|
|
(c) |
Citizenship (2) Pennsylvania |
|
|
(d) |
Title of Class of
Securities |
|
|
(e) |
CUSIP Number |
|
|
|||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
||
|
(a) |
x |
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). Susquehanna Capital Group |
|
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
4
Item 4. |
Ownership |
||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||
|
(1) |
Susquehanna Capital Group |
|
|
(a) |
Amount beneficially owned: 1,196,029 |
|
|
(b) |
Percent of class: 7.9% |
|
|
(c) |
Number of shares as to which the person has:
|
|
|
|
(i) |
Sole power to vote or to direct the vote 606,900 |
|
|
(ii) |
Shared power to vote or to direct the vote 1,196,029 |
|
|
(iii) |
Sole power to dispose or to direct the disposition of 606,900 |
|
|
(iv) |
Shared power to dispose or to direct the disposition of 1,196,029 |
|
|
|
|
|
(2) |
SIG Specialists, Inc. |
|
|
(a) |
Amount beneficially owned: 1,196,029 |
|
|
(b) |
Percent of class: 7.9% |
|
|
(c) |
Number of shares as to which the person has:
|
|
|
|
(i) |
Sole power to vote or to direct the vote 592,452 |
|
|
(ii) |
Shared power to vote or to direct the vote 1,196,029 |
|
|
(iii) |
Sole power to dispose or to direct the disposition of 592,452 |
|
|
(iv) |
Shared power to dispose or to direct the disposition of 1,196,029* |
5
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
|
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable |
|
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable |
|
|
|
Item 8. |
Identification and Classification of Members of the Group |
Susquehanna Capital Group, BD, PN SIG Specialists, Inc. BD, CO |
|
|
|
Item 9. |
Notice of Dissolution of Group |
Not applicable |
|
|
|
Item 10. |
Certification |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
6
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 6, 2007 |
|||
|
|
|
||
|
Susquehanna Capital Group |
|||
|
By: Susquehanna International Group, LLP, its
general |
|||
|
|
|
|
|
|
|
By: |
/s/ Todd Silverberg |
|
|
|
|
Todd Silverberg, General Counsel |
|
|
|
|
|
|
|
SIG Specialists, Inc. |
|||
|
|
|||
|
|
|
|
|
|
|
By: |
/s/ Todd Silverberg |
|
|
|
|
Todd Silverberg, General Counsel |
7
EXHIBIT INDEX
EXHIBIT |
|
DESCRIPTION |
|
|
|
A |
|
Joint Filing Agreement, dated February 6, 2007, pursuant to Rule 13d-1(k) between Susquehanna Capital Group and SIG Specialists, Inc. |
8
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of HEICO Corp., dated February 6, 2007, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 6, 2007 |
Susquehanna Capital Group |
||
|
By: Susquehanna International Group |
||
|
By: |
/s/ Todd Silverberg |
|
|
|
Todd Silverberg, General Counsel |
|
|
|
||
|
|
||
Date: February 6, 2007 |
SIG Specialists, Inc. |
||
|
|
||
|
By: |
/s/ Todd Silverberg |
|
|
|
Todd Silverberg General Counsel |
9