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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__________)(1)
Benjamin Moore & Co.
(Name of Issuer)
Common Stock, Par Value $10. Per Share
(Title of Class of Securities)
- --------------------------------------------------------------------------------
(CUSIP Number)
John T. Rafferty, 51 Chestnut Ridge Road, Montvale, NJ 07645 (201) 573-9600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1996 - Appointment as successor trustee and one of three trustees of
Issuer's ESOP which has been a 5% reporting person on Schedule 13G since
December 31, 1990
- --------------------------------------------------------------------------------
(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 [ ].
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.
(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 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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. Schedule 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yvan Dupuy
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
No Funds Involved
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,740
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 484,296
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,740
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
484,296
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,036
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% based on 9,033,585 shares outstanding on December 31, 1996
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
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) Yvan Dupuy
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) 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) Canada
Item 3. Source and Amount of Funds or Other Consideration
No funds involved. Reporting person is one of three trustees of the
Benjamin Moore & Co. Employees' Stock Ownership Plan.
Item 4. Purpose of Transaction
(a) through (j)
None.
Item 5. Interest in Securities of the Issuer
(a) 489,036 -- 5.4%. The 489,036 shares consist of 4,740 shares as
to which there is sole voting and dispositive power and 484,296
shares as to which there is shared voting and dispositive
power.
Page 3 of 5 Pages
<PAGE>
Schedule 13D
The 484,296 shares are held by the Issuer's Employees' Stock
Ownership Plan at December 31, 1996, which shares are voted at
the direction of the employee participants, and of which Plan
the reporting person is one of three trustees.
At December 31, 1996 there were 9,033,585 shares of Common
Stock, Par Value $10.00 Per Share, issued and outstanding.
(b) sole power to vote or to direct the vote: 4,740
shared power to vote or to direct the vote: 484,296
sole power to dispose or to direct the disposition
of: 4,740
shared power to dispose or to direct the disposition
of: 484,296
There are 484,296 allocated and unallocated shares in the Employees'
Stock Ownership Plan ("Plan") included in the 489,036 shares mentioned
above. The reporting person, Yvan Dupuy, has been a trustee of the Plan
since April 18, 1996. The Plan became a reporting person on December
31, 1990 and first filed a Schedule 13G on February 14, 1991.
Amendments of Schedule 13G have been filed annually. The proxy
statements of Benjamin Moore & Co. for its Annual Meetings of
Shareholders in each year from 1983 to and including 1996 have reported
the names of the trustees of the Plan, and the number of shares held by
the Plan. Each of the Issuer's employees and former employees who is a
participant in the Plan is entitled to instruct the trustees of the
Plan (currently Benjamin M. Belcher, Jr., Yvan Dupuy and Richard Roob)
as to how to vote the shares allocated to the account of such person.
Under the Plan the trustees vote securities for which they have not
received voting instruction from the participant 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.
Also, with respect to these 484,296 shares in the Plan, in the event of
a tender offer for shares in the Plan, under the Plan each Plan
participant may direct the trustees to tender or not tender the shares
credited to such participant's account under the Plan. The trustees are
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 allocated
to participants' accounts for which the
Page 4 of 5 Pages
<PAGE>
Schedule 13D
trustees have received instructions from participants to tender and the
denominator of the fraction equal to the total number of shares
allocated to participants' accounts. Although the trustees do not
normally trade shares, under certain circumstances a participant may
give instructions regarding such participant's account which may result
in the transfer of shares by the trustees.
(c) Not Applicable
(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.
Date: February 14, 1997 /s/ Yvan Dupuy
-----------------------------------
Signature
Yvan Dupuy
Individual
Page 5 of 5 Pages
