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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), (c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)(1)
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)
615649100
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(CUSIP Number)
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
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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
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CUSIP NO.___615649100 Page 2 of 5 Pages
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1. NAMES 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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5. SOLE VOTING POWER
NUMBER OF -0- See Item 4(c)
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SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 397,425 See Item 4(c)
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- See Item 4(c)
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WITH 8. SHARED DISPOSITIVE POWER
397,425 See Item 4(c)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,425 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
4.5% 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. 8)
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:
615649100
Item 3. If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
(f) |X| An Employee Benefit Plan or
Endowment Fund in accordance with Rule
13d-1(b) (ii) (F).
Item 4.
Ownership
(a) Amount Beneficially Owned: 397,425 (See Item
4(c))
(b) Percent of Class: 4.5% based on 8,856,882 shares
outstanding on 12/31/98
(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:
397,425. 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: 397,425. (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 and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that 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: Yvan Dupuy
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Yvan Dupuy
Date: February 4, 1999 Trustee
