HEICO CORP — Major Shareholding Notification 2004

Feb 6, 2004

SC 13G/A 1 a04-1962_2sc13ga.htm SC 13G/A

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. 1)(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, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý	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).

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| CUSIP No. 422806208 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Susquehanna Investment Group | |
| --- | --- | --- |
| 2. | Check the
Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | ý |
| 3. | SEC Use Only | |
| 4. | Citizenship or
Place of Organization Pennsylvania | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 590,000 |
| | 6. | Shared Voting
Power 760,435 |
| | 7. | Sole Dispositive
Power 590,000 |
| | 8. | Shared Dispositive Power 760,435 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 760,345 | |
| 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) 5.4% | |
| 12. | Type of Reporting
Person (See Instructions) BD, PN | |

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) SIG Specialists, Inc. — Check the
Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | ý |
| 3. | SEC Use Only | |
| 4. | Citizenship or
Place of Organization Pennsylvania | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 170,435 |
| | 6. | Shared Voting
Power 760,435 |
| | 7. | Sole Dispositive
Power 170,435 |
| | 8. | Shared Dispositive Power 760,435 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 760,435 | |
| 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) 5.4% | |
| 12. | Type of Reporting
Person (See Instructions) BD, CO | |

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Item 1.	(a)	Name of Issuer HEICO Corp. (the “Company”)
	(b)	Address of Issuer’s Principal Executive Offices 3000 Taft Street Hollywood, FL 33021
Item 2.
	(a)	Name of Person Filing (1) Susquehanna Investment Group (a “Reporting Person”) (2) SIG Specialists, Inc. (a “Reporting Person”)
	(b)	Address of Principal Business Office or, if none, Residence (1) 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004 (2) 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004
	(c)	Citizenship (1) Pennsylvania (2) Pennsylvania
	(d)	Title of Class of Securities Class A Common Stock, $.01 par value per share, of the Company (“Common
Stock”)
	(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)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
	(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)	ý	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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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 Investment Group
	(a)	Amount beneficially owned: 760,435
	(b)	Percent of class: 5.4%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 590,000
		(ii)	Shared power to vote or to direct the vote 760,435
		(iii)	Sole power to dispose or to direct the disposition of 590,000
		(iv)	Shared power to dispose or to direct the disposition of 760,435
	(2)	SIG Specialists, Inc.
	(a)	Amount beneficially owned: 760,435
	(b)	Percent of class: 5.4%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 170,435
		(ii)	Shared power to vote or to direct the vote 760,435
		(iii)	Sole power to dispose or to direct the disposition of 170,435
		(iv)	Shared power to dispose or to direct the disposition of 760,435
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
	See Exhibit B
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 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.

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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 5, 2004
Susquehanna Investment Group
By:	/s/ Todd Silverberg
	Todd Silverberg, General Counsel
SIG Specialists, Inc.
By:	/s/ Todd Silverberg
	Todd Silverberg, General Counsel

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Joint Filing Agreement, dated February 5, 2004,
pursuant to Rule 13d-1(k) between Susquehanna Investment Group and SIG
Specialists, Inc.
99.2	Item 8 Information

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