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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
BENJAMIN MOORE & CO.
(Name of Issuer)
COMMON STOCK, PAR VALUE $10.00 PER SHARE
(Title of Class of Securities)
(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).
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page 1 of 5 pages
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page 2 of 5 pages
CUSIP NO.
13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin Moore & Co. Employees' Stock Ownership Benefit Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
5. SOLE VOTING POWER
-0-See Item 4(c)
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
502,784 See Item 4(c)
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-See Item 4(c)
WITH
8. SHARED DISPOSITIVE POWER
502,784 See Item 4(c)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,784 See Item 4(c)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% See Item 4(b)
12. TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTION BEFORE FILLING OUT!
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page 3 of 5 pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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Item 1 (a). Name of Issuer:
BENJAMIN MOORE & CO.
Item 1 (b). Address of Issuer's Principal Executive Offices:
51 Chestnut Ridge Road, Montvale, New Jersey 07645
Item 2 (a). Name of Person Filing:
Benjamin Moore & Co. Employees' Stock Ownership Benefit Plan
Item 2 (b). Address of Principal Business Office:
51 Chestnut Ridge Road, Montvale, New Jersey 07645
Item 2 (c). Citizenship:
New Jersey
Item 2 (d). Title of Class of Securities:
Common Stock, par value $10.00 per share
Item 2 (e). CUSIP Number:
Not applicable.
Item 3. If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2 (b), check
whether the person filing is a:
(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.
Item 4. Ownership.
(a) Amount Beneficially Owned: 502,784 (See Item 4 (c))
(b) Percent of Class: 5.2% based on 9,668,118 shares outstanding on 12/31/93
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
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SCHEDULE 13G
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(ii) shared power to vote or to direct the vote: 502,784 Each of the issuer's employees
and former employees who is a participant in the Employees' Stock Ownership
Benefit Plan ("Plan") is entitled to instruct the trustees ("Trustees") of the
Plan (currently M. C. Workman, B. M. Belcher, Jr. and Richard Roob) as to how to
vote the shares of Common Stock, par value $10.00 per share, of the issuer
("Employer Stock") allocated to the account of such person. The Trustees shall
vote securities for which they have not received voting instructions from the
participants and securities not allocated to any participant's account in the same
manner and proportion as the voting of securities of participants who gave timely
voting instructions.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 502,784. (A) In the event
of a tender offer for shares of Employer Stock, each Plan participant may direct
the Trustees to tender or not tender the shares of Employer Stock credited to such
participant's account under the Plan. The Trustees shall be obligated to follow
such directions timely received. The Trustees shall also tender a fraction of the
unallocated shares held by the Plan, with the numerator of the fraction equal to
the number of shares of Employer Stock allocated to participants' accounts for
which the Trustees have received instructions from participants to tender and the
denominator of the fraction equal to the total number of shares of Employer Stock
allocated to participants' accounts. (B) Although the Trustees do not normally
trade shares of Employer Stock, under certain circumstances a participant may give
instructions regarding such participant's account which may result in the transfer
of Employer Stock by the Trustees.
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.
The filing person maintains a trust which holds shares of Employer Stock (See Item
4 (c) above) for the benefit of current and certain former employees of the issuer
who are participants in the Plan. Participants in the Plan have the right,
pursuant to the terms of the Plan, to the proceeds of the sale of shares of
Employer Stock.
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.
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page 5 of 5 pages
SCHEDULE 13G
The filing of this statement shall not be construed as an admission that
the Benjamin Moore & Co. Employees' Stock Ownership Benefit Plan is, for the
purposes of Section 13 (d) or 13 (g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of any securities covered by this statement.
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: January 31, 1994. Benjamin Moore & Co. Employees'
Stock Ownership Benefit Plan
By: /s/ MAURICE C. WORKMAN
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Maurice C. Workman
Trustee
