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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)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
422806109
(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).
Page 1 of 5 pages
Page 2 of 5 pages
SCHEDULE 13G
CUSIP No. 422806109
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
(a) [ ]
(b) [ ]
3.
4. Citizenship or Place of Organization
Florida
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power
337,094
6. Shared Voting Power
None
7. Sole Dispositive Power
337,094
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
337,094
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
The HEICO Savings and Investment Plan and Trust is the record
owner of 442,487 shares. The HEICO Savings and Investment Plan
and Trust disclaims beneficial ownership of 105,393 allocated
shares as of September 30, 1996 pursuant to Rule 13d-4 and
claims beneficial ownership of the remaining 337,094 shares.
11. Percent of Class Represented by Amount in Row 9
13.22%
12. Type of Reporting Person
EP
Page 3 of 5 pages
ITEM 1(A) Name of Issuer:
HEICO Corporation
ITEM 1(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
ITEM 2(B) Address of Principal Business Office:
3000 Taft Street
Hollywood, Florida 33021
ITEM 2(C) Citizenship:
Florida
ITEM 2(D) Title of Class of Securities:
Common Stock, par value $.01 per share
ITEM 2(E) CUSIP Number:
422806109
ITEM 3 If this statement is filed pursuant to Rules
13(d)-1(b), check whether person is filing as 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
(e) [ ] 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).
Page 4 of 5 pages
(g) [ ] Parent Holding Company in accordance with
240.13d-1(b)(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:
337,094
(b) Percent of Class:
13.22%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote:
337,094
(ii) shared power to vote or to direct the
vote: None
(iii) sole power to dispose or to direct the
disposition of: 337,094
(iv) shared power to dispose or to direct the
disposition of: None
ITEM 5 Ownership of Five Percent or Less of a Class:
Not applicable
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 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 purposes or effect.
Page 5 of 5 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.
JANUARY 31, 1996
---------------------------------------------
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