HEICO CORP — Major Shareholding Notification 2004

Feb 5, 2004

SC 13G 1 a04-1962_1sc13g.htm SC 13G

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)*

*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:

| o | Rule
13d-1(b) |
| --- | --- |
| ý | 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).

SEQ.=1,FOLIO='',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

| 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) | o |
| 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 | |

2

SEQ.=1,FOLIO='2',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

| 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) | o |
| 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) BN, CO | |

3

SEQ.=1,FOLIO='3',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

| 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, S-220, Bala Cynwyd, PA 19004 (2) 401 City Avenue, S-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) | ý | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | | SIG
Specialists, Inc. Susquehanna Investment 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

SEQ.=1,FOLIO='4',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

Item 4.
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

5

SEQ.=1,FOLIO='5',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

| (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 |
| | Not applicable |
| 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. |

6

SEQ.=1,FOLIO='6',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

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

7

SEQ.=1,FOLIO='7',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

*EXHIBIT INDEX*

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

SEQ.=1,FOLIO='',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'

*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 5, 2004, 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 5, 2004 | Susquehanna
Investment Group | |
| --- | --- | --- |
| | By: | /s/ Todd
Silverberg |
| | | Todd
Silverberg, General Counsel |
| Date: February 5, 2004 | SIG
Specialists, Inc. | |
| | By: | /s/ Todd
Silverberg |
| | | Todd
Silverberg, General Counsel |

SEQ.=1,FOLIO='',FILE='C:\jms\svelayu\04-1962-1\task70518\1962-1-ba.htm',USER='svelayutham',CD='Feb 5 12:22 2004'