UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)(1)
Benjamin Moore & Co.
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(Name of Issuer)
Common Stock, Par Value $10.00 Per Share
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(Title of Class of Securities)
________________________________________________________________________________
(CUSIP Number)
John T. Rafferty, 51 Chestnut Ridge Road, Montvale, N.J. 07645
(201)573-9600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 19, 1996 Appointment as Successor Co-Trustee of Trusts
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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. |_|
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.
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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 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).
Page 1 of 5 Pages
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SCHEDULE 13D
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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
Charles C. Vail
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds*
No Funds Involved
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
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
Shares 8,300
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 505,783
Person --------------------------------------------------------
With 9 Sole Dispositive Power
8,300
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10 Shared Dispositive Power
505,783
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
514,083
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
Excludes 200 shares owned by wife as to which shares beneficial ownership
is disclaimed.
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13 Percent of Class Represented By Amount in Row (11)
5.7% based on 9,008,163 shares outstanding on 3/3/97
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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.
<PAGE>
Schedule 13D
Page 3 of 5 Pages
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) Charles C. Vail
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) 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 June 19,1996, reporting person became a
successor co-trustee of nine trusts upon the death of one of three
trustees. The trusts hold 396,133 shares of the Issuer's Common Stock.
The other two trustees have previously reported these trust holdings
on Schedule 13D.
Item 4. Purpose of Transaction
(a) through (j)
None.
Item 5. Interest in Securities of the Issuer
(a) 514,083 -- 5.7%. The 514,083 shares consist of 4,300 shares as to
which there is sole voting and dispositive power, 4,000 shares subject
to currently exercisable option, 504,933 shares as to which
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Schedule 13D
Page 4 of 5 Pages
there is shared voting and dispositive power by reason of being a
co-trustee and 850 shares held by the Issuer's Employees' Stock
Ownership Benefit Plan for the benefit of the reporting person. Of the
505,783 shares, 396,133 shares are held by nine trusts under a will of
which the reporting person is a co-trustee, a total of 108,800 shares
are held by the reporting person under a total of seven other trusts as
to which the reporting person is a co-trustee, and 850 shares are held
by the Issuer's Employees' Stock Ownership Benefit Plan for the benefit
of the reporting person by three trustees under a trust agreement.
At March 3, 1997 there were 9,008,163 shares of Common Stock, Par Value
$10.00 Per Share, issued and outstanding.
(b) sole power to vote or to direct the vote: 8,300
shared power to vote or to direct the vote: 505,783
sole power to dispose or to direct the disposition of: 8,300
shared power to dispose or to direct the disposition of: 505,783
The shared power to vote or to direct the disposition of 505,783 shares
is shared with Benjamin M. Belcher, Jr., Yvan Dupuy, Richard Roob, Sara
B. Wardell, Ward B. Wack, each of whom is a Director of the Issuer
Benjamin Moore & Co., John C. Moore, who is deemed to own beneficially
(within the meaning of the applicable rules and regulations of the
Securities and Exchange Commission) more than five percent of the Common
Stock of the Issuer, and one individual 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 Vice President and
except that John C. Moore is a former Director, are applicable and are
to be deemed repeated herein as to such persons. As to the individual,
the answers in subparagraphs (d) through (f) of Item 2 above are
applicable and are to be deemed repeated herein as to such person.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Schedule 13D
Page 5 of 5
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: March 17, 1997 /s/ Charles C. Vail
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Signature
Charles C. Vail
Individual
