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 )
Benjamin Moore & Co.
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(Name of Issuer)
Common Stock, Par Value $3.33 1/3 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)
November 8, 2000 Shareholders Agreement
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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).
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SCHEDULE 13D
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CUSIP No. 615649100 Page 2 of 6 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
319,317
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,399,691
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 319,317
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10 SHARED DISPOSITIVE POWER
2,399,691
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,719,008
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
Excludes 8,472 shares owned by wife as to which 8,472 shares
beneficial ownership is disclaimed.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% based on 26,469,381 shares outstanding on December 5, 2000.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6
SCHEDULE 13D
Item 1. Security and Issuer.
Common Stock, Par Value $3.33 1/3 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) 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.
In connection with the tender offer by B Acquisition, Inc., a New
Jersey Corporation ("Purchaser") and a wholly owned subsidiary of
Berkshire Hathaway Inc., a Delaware Corporation ("Berkshire")
disclosed in the Tender Offer Statement on Schedule TO dated
November 17, 2000, to purchase all of the outstanding shares of
common stock (the "Shares") of Benjamin Moore & Co., a New Jersey
Corporation (the "Company") at a purchase price of $37.82 per share
(the "Offer Price"), and the Agreement and Plan of Merger, dated as
of November 8, 2000, by and among Berkshire, Purchaser and the
Company (the "Merger Agreement"), the reporting person, on behalf of
himself and the trusts for which he serves as a trustee (excluding
the Company's Employees' Stock Ownership Plan), entered into a
shareholders agreement, dated as of November 8, 2000,
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Page 4 of 6
SCHEDULE 13D
with Berkshire and Purchaser (the "Shareholders Agreement"),
pursuant to which the reporting person, among other things, (1)
agreed to tender all Shares owned by him and the trusts for which he
serves as a trustee, excluding the Shares held by the Company's
Employees' Stock Ownership Plan ("Reporting Person's Shares")
pursuant to the tender offer, (2) granted to Berkshire and Purchaser
an option, exercisable under certain limited circumstances, to
purchase all of the Reporting Person's Shares at the price per Share
paid in the tender offer, and (3) agreed to vote all Reporting
Person's Shares in favor of the merger of Purchaser and the Company
and the Merger Agreement and against any alternative acquisition
proposal, in each case subject to and on the conditions set forth in
the Shareholders Agreement.
The foregoing summary of the Shareholders Agreement is qualified in
its entirety by reference to the Shareholders Agreement, a copy of
which is included herein as Exhibit 3.1.
Except as set forth in this Item 4, the reporting person has no
present plans or proposals that relate to or that would result in
any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a) 2,719,008-10.3%. The 2,719,008 shares consist of 316,317
shares as to which there is sole voting and dispositive power,
3,000 shares under a nonemployee director stock option under
the Benjamin Moore & Co. 1998 Stock Incentive Plan which are
currently exercisable and as to which there would be sole
voting and dispositive power, and 2,399,691 shares as to which
there is shared voting and dispositive power. Of the 2,399,691
shares, 1,154,699 shares are held by trusts under a will, of
which the reporting person is a co-trustee, 144,000 shares are
held by six trusts as to which the reporting person is a
co-trustee and 1,100,992 shares are held by the Company's
Employees' Stock Ownership Plan, which shares are voted at the
direction of the Employee Participants.
At December 5, 2000 there were 26,469,381 shares of Common
Stock, Par Value $3.33 1/3 Per Share, issued and outstanding.
(b) sole power to vote or to direct the vote: 319,317
shared power to vote or to direct the vote: 2,399,691
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Page 5 of 6
SCHEDULE 13D
sole power to dispose or to direct the disposition of: 319,317
shared power to dispose or to direct the disposition of:
2,399,691
The shared power to vote or to direct the disposition of
2,399,691 shares is shared under trusts with Sara B. Wardell,
Richard Roob, Yvan Dupuy and Charles C. Vail, each of whom is
a Director of Benjamin Moore & Co., the Issuer, 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 and the fact that
Yvan Dupuy is a citizen of Canada, 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 of Directors, President & Chief
Executive Officer and Senior Vice President & Chief
Administrative Officer, 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.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The reporting person entered into the Shareholders Agreement on
November 8, 2000 with Berkshire and Purchaser, which is described in
Item 4 above.
Item 7. Material to Be Filed As Exhibits.
3.1 Shareholders Agreement, dated as of November 8, 2000, by
and among Berkshire, Purchaser and certain shareholders of the
Company signatories thereto (Incorporated by reference to the
Form 8-K filed by the Company on November 9, 2000).
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Page 6 of 6
SCHEDULE 13D
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: December 6, 2000 Benjamin M. Belcher, Jr.
Individual
