UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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)
(CUSIP Number)
John T. Rafferty, 51 Chestnut Ridge Road, Montvale, NJ 07645 (201) 573-9600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 30, 1996 Sale
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D
CUSIP NO._____________________________ PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin M. Belcher, Jr.
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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 SOURCE OF FUNDS*
No Funds Involved -- 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 118,603
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,570,205
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 118,603
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WITH 10 SHARED DISPOSITIVE POWER
1,570,205
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,688,808
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 1,724 shares owned by wife as to which beneficial ownership is
disclaimed.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.87% based on 9,448,842 shares outstanding on February 6, 1996.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 5 Pages
SCHEDULE 13D
Item 1. SECURITY AND ISSUER
Common Stock, Par Value $10.00 Per Share
Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Item 2. IDENTITY AND BACKGROUND
(a) Benjamin M. Belcher, Jr.
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) Executive Vice President, Director, Benjamin Moore
& Co.; Manufacture, sale and distribution of a
broad line of coatings (paints, stains and clear
finishes) and production finishes coatings.
(d) No.
(e) No.
(f) United States of America
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No funds involved. On January 30, 1996, 231 shares of
Common Stock were sold by the reporting person, as
co-trustee of a trust, in a private sale at a purchase
price of $78.09 per share.
Item 4. PURPOSE OF TRANSACTION
(a) through (j)
None.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 1,688,808 -- 17.87%. The 1,688,808 shares consist
of 118,603 shares as to which there is sole voting
and dispositive power and 1,570,205 shares as to
which there is shared voting and dispositive
power. Of the 1,570,205 shares, 596,998 shares are
held by two trusts of which the reporting person
is a co-
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Page 4 of 5
trustee, 396,378 shares are held by trusts under a
will, of which the reporting person is a
co-trustee, 43,200 shares are held by one trust as
to which the reporting person is a co-trustee,
48,000 shares are held by six trusts as to which
the reporting person is a co-trustee and 485,629
shares are held by the Issuer's Employees' Stock
Ownership Benefit Plan, which shares are voted at
the direction of the Employee Participants.
At February 6, 1996 there were 9,448,842 shares of
Common Stock, Par Value $10.00 Per Share, issued
and outstanding.
(b) sole power to vote or to direct the vote: 118,603
shared power to vote or to direct the vote:
1,570,205
sole power to dispose or to direct the disposition
of: 118,603
shared power to dispose or to direct the
disposition of: 1,570,205
The shared power to vote or to direct the disposition of
1,570,205 shares is shared with Sara B. O'Connor, John
C. Moore, Richard Roob, Maurice C. Workman and Charles
C. Vail, each of whom is a Director of Benjamin Moore &
Co., except that John C. Moore is a retired Director who
owns beneficially (within the meaning of the applicable
rules and regulations of the Securities and Exchange
Commission) more than five percent of the Issuer's
Common Stock, and three individuals having no
affiliation with the Issuer. As to all of the named
persons, the answers in subparagraphs (b) through (f) of
Item 2 above, except for the title of Executive Vice
President, are applicable and are to be deemed repeated
herein as to such persons and except that John C. Moore
is retired. As to the individuals, the answers in
subparagraphs (d) through (f) of Item 2 above are
applicable and are to be deemed repeated herein as to
such persons.
(c) On January 30, 1996 the reporting person, as
co-trustee of a trust, sold 231 shares of Common
Stock in a private sale at a purchase price of
$78.09 per share. On January 2, 1996 the reporting
person disposed of 316 shares of Common Stock by
gift to charity. On December 21, 1995 the reporting
person, as co-trustee of a trust, sold 546 shares
of Common Stock in a private sale at a purchase
price of $78.33 per share. On December 19, 1995 the
reporting person, as co-trustee of the Issuer's
Employees' Stock Ownership Benefit
<PAGE>
Page 5 of 5
Plan, transferred 476 shares to a Plan participant
other than the reporting person. On December 4,
1995, the reporting person disposed of 403 shares
of Common Stock by gift to charity.
(d) Not Applicable.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
/s/ Benjamin M. Belcher, Jr.
Signature
Date: February 7, 1996 Benjamin M. Belcher, Jr.
Individual
