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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND
(c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7 )(1)
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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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(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
CUSIP No. Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0- See Item 4(c)
OWNED BY ------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 430,005 See Item 4(c)
WITH ------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0- See Item 4(c)
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8 SHARED DISPOSITIVE POWER
430,005 See Item 4(c)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,005 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
4.8% See Item 4(b)
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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. 7)
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: 430,005 (See Item 4(c))
(b) Percent of Class: 4.8% based on 8,883,697 shares
outstanding on 12/31/97
(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: 430,005. 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 Benjamin M. Belcher, Jr., Yvan Dupuy 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:
430,005. (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.
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Page 5 of 5 Pages
Schedule 13G - Benjamin Moore & Co.
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 purpose 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/ Yvan Dupuy
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Yvan Dupuy
Date: January 30, 1998 Trustee
