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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 5)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)
615649100
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(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)
SEPTEMBER 14, 1998 ESOP 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d - 7(b) 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).
Page 1 of 5 Pages
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SCHEDULE 13D
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CUSIP NO. 615649100 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard Roob
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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 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 110,290
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 435,566
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
110,290
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10 SHARED DISPOSITIVE POWER
435,566
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,856
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
EXCLUDES 20,000 SHARES OWNED BY WIFE AS TO WHICH 20,000 SHARES BENEFICIAL
OWNERSHIP IS DISCLAIMED.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% BASED ON 8,859,540 SHARES OUTSTANDING ON SEPTEMBER 14, 1998.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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) Richard Roob
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) Chairman of the Board, 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.
Item 4. PURPOSE OF TRANSACTION.
(a) through (j)
None.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 545,856 -- 6.1%. The 545,856 shares consist of 100,290
shares as to which there is sole voting and dispositive
power, 10,000 shares under the Benjamin Moore & Co. 1993
Stock Option Plan of the Issuer which are currently
exercisable and as to which there would be sole voting and
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SCHEDULE 13D Page 4 of 5 Pages
dispositive power, and 435,566 shares as to which there is
shared voting and dispositive power. Of the 435,566 shares,
28,726 shares are held by two trusts under wills, of which
the reporting person is a co-trustee, 9,559 shares are held
by a trust as to which the reporting person is a co-trustee
and 397,281 shares are held by the Issuer's Employees' Stock
Ownership Plan, which shares are voted at the direction of
the Employee Plan Participants.
At September 14, 1998 there were 8,859,540 shares of Common
Stock, Par Value $10.00 Per Share, issued and outstanding.
(b) sole power to vote or to direct the vote: 110,290
shared power to vote or to direct the vote: 435,566
sole power to dispose or to direct the disposition of:
110,290
shared power to dispose or to direct the disposition of:
435,566
The shared power to vote or to direct the disposition of 435,566
shares is shared under trusts with Benjamin M. Belcher, Jr., Sara
B. Wardell, Yvan Dupuy and Charles C. Vail, each of whom is a
Director of Benjamin Moore & Co., the Issuer, 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 Chairman of the Board,
are applicable and are to be deemed repeated herein as to such
persons and, provided further, that Benjamin M. Belcher, Jr.,
Yvan Dupuy and Charles C. Vail are the Executive Vice President,
President and Senior Vice President, respectively, of the Issuer.
As to the individuals having no affiliation with the Issuer, the
answers in subparagraphs (d) through (f) of Item 2 above are
applicable and are to be deemed repeated herein as to such
persons.
(b) On September 14, 1998 the reporting person, as co-trustee of
the Issuer's Employees' Stock Ownership Plan, sold 1,335
shares of Common Stock in a private sale at a purchase price
of $76.88 per share to provide cash at the request and
direction of Plan Participants upon their termination of
employment and transferred 144 shares to a Plan Participant
other than the reporting person at the Plan Participant's
request upon termination of the Plan Participant's
employment. On July 25, 1998 the reporting person, as
co-trustee of a trust, sold 38 shares of Common Stock in a
private sale at a purchase price of $85.19 per share and
distributed
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SCHEDULE 13D Page 5 of 5 Pages
274,385 shares to trust beneficiaries. On June 15, 1998 the
reporting person, as co-trustee of the Issuer's Employees'
Stock Ownership Plan, sold 13,200 shares in a private sale
at a purchase price of $84.17 per share to provide cash at
the request and direction of Plan Participants upon their
termination of employment.
(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: October 28, 1998 /s/ Richard Roob
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Signature
Richard Roob
Individual
