SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )1
Benjamin Moore & Co.
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(Name of Issuer)
Common Stock, Par Value $10. Per Share
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(Title of Class of Securities)
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(CUSIP Number)
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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.)
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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 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).
(Continued on following pages)
Page 1 of 5 Pages
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SCHEDULE 13G
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CUSIP
NO. PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Benjamin Moore & Co. Employees' Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) | |
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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5 SOLE VOTING POWER
NUMBER OF -0- See Item 4(c)
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 485,153 See Item 4(c)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- See Item 4(c)
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WITH 8 SHARED DISPOSITIVE POWER
485,153 See Item 4(c)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
485,153 See Item 4(c)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | |
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1% See Item 4(b)
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G - Benjamin Moore & Co.
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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 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: 485,153 (See Item 4(c))
(b) Percent of Class: 5.1% based on 9,467,893 shares
outstanding on 12/31/95
(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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Page 4 of 5 Pages
Schedule 13G - Benjamin Moore & Co.
(ii) Shared power to vote or to direct the vote: 485,153.
Each of the issuer's employees and former employees
who is a participant in the Employees' Stock
Ownership 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: 485,153. (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.
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Page 5 of 5 Pages
Schedule 13G - Benjamin Moore & Co.
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.
The filing of this statement shall not be construed as an admission
that the Benjamin Moore & Co. Employees' Stock Ownership 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.
Benjamin Moore & Co. Employees'
Stock Ownership Plan
By: /s/ Maurice C. Workman
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Maurice C. Workman
Date: February 14, 1996 Trustee
