UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
HEICO Corporation
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
422806208
(CUSIP Number)
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
SCHEDULE 13G
CUSIP NO. 422806208
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEICO Savings and Investment Plan and Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3.
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
Number of Shares Beneficially Owned by Each Reporting Person with:
5. SOLE VOTING POWER
293,860
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
293,860
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,860
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
The HEICO Savings and Investment Plan and Trust is the record owner of
960,123 shares of Class A Common Stock. The HEICO Savings and Investment
Plan and Trust disclaims beneficial ownership of 666,263 allocated shares
of Class A Common Stock as of September 30, 2001 pursuant to Rule 13d-4.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6
12. TYPE OF REPORTING PERSON
EP
Item 1 (a) Name of Issuer
HEICO Corporation
(b) Address of Issuer's Principal Executive Offices
3000 Taft Street
Hollywood, Florida 33021
Item 2 (a) Name of Person Filing
The HEICO Savings and Investment Plan and Trust
(b) Address of Principal Business Office or, if none, Residence
3000 Taft Street
Hollywood, Florida 33021
(c) Citizenship
Florida
(d) Title of Class of Securities
Class A Common Stock, par value $.01 per share
(e) CUSIP Number
422806208
Item 3. If this statement is filed pursuant to Rules 13(d)-1(b), check whether
the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940
(e) [_] An Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan. Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F).
(g) [_] A Parent Holding Company in accordance with 240.13d-
1(b)(1)(ii)(G) (Note: see Item 7)
(h) [_] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount beneficially owned:
293,860
(b) Percent of class:
2.6
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
293,860
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
293,860
(iv) Shared power to dispose or to direct the disposition of
None
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 5% of the class of securities, check the following: [ X ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
None
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of a 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 in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
FEBRUARY 14, 2002
-----------------
Date
HEICO SAVINGS AND INVESTMENT PLAN
AND TRUST
By: HEICO CORPORATION, PLAN
ADMINISTRATOR
By: /s/ THOMAS S. IRWIN
----------------------------
Thomas S. Irwin, Executive
Vice President and Chief
Financial Officer