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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. 4)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)
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
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
128,913
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 841,414
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 128,913
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
841,414
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,327
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
EXCLUDES 2,824 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)
10.9% 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) 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.
Item 4. Purpose of Transaction.
(a) through (j)
None.
Item 5. Interest in Securities of the Issuer.
(a) 970,327 - 10.9%. The 970,327 shares consist of 120,913
shares as to which there is sole voting and dispositive
power, 8,000 shares under the Benjamin Moore & Co. 1993
Stock Option Plan of the Issuer which are currently
exercisable and as to which there would
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SCHEDULE 13D Page 4 of 5 Pages
be sole voting and dispositive power, and 841,414
shares as to which there is shared voting and
dispositive power. Of the 841,414 shares, 396,133
shares are held by trusts under a will, of 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 397,281 shares are held by the
Issuer's Employees' Stock Ownership Plan, which shares
are voted at the direction of the Employee
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: 128,913
shared power to vote or to direct the vote: 841,414
sole power to dispose or to direct the disposition
of: 128,913
shared power to dispose or to direct the disposition
of: 841,414
The shared power to vote or to direct the disposition of
841,414 shares is shared under trusts with Sara B. Wardell,
John C. Moore, Richard Roob, Yvan Dupuy and Charles C. Vail,
each of whom is a Director of Benjamin Moore & Co., the
Issuer, except that John C. Moore is a deceased Director who
owned 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 two 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,
provided further, that Richard Roob, Yvan Dupuy and Charles
C. Vail are the Chairman of the Board, 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
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SCHEDULE 13D Page 5 of 5 Pages
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 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.
/s/ Benjamin M. Belcher, Jr.
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Signature
Date: October 19, 1998 Benjamin M. Belcher, Jr.
Individual
