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. 1 )
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)
Yvan Dupuy
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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
Canada
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7 SOLE VOTING POWER
83,220
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,100,992
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 83,220
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10 SHARED DISPOSITIVE POWER
1,100,992
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,212
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% 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) Yvan Dupuy
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) President & Chief Executive Officer, 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) Canada
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,
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, 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) 1,184,212 - 4.5%. The 1,184,212 shares consist of 27,720
shares as to which there is sole voting and dispositive power,
55,500 shares under the Benjamin Moore & Co. Stock Option
Plans which are currently exercisable and as to which there
would be sole voting and dispositive power, and 1,100,992
shares as to which there is shared voting and dispositive
power. 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: 83,220
shared power to vote or to direct the vote: 1,100,992
sole power to dispose or to direct the disposition of: 83,200
shared power to dispose or to direct the disposition of:
1,100,992
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Page 5 of 6
SCHEDULE 13D
The shared power to vote or to direct the disposition of
1,100,992 shares is shared under trusts with Benjamin M.
Belcher, Jr. and Richard Roob, each of whom is a Director of
Benjamin Moore & Co., 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 Benjamin M.
Belcher, Jr. and Richard Roob are each citizens of the United
States of America, are applicable and are to be deemed
repeated herein as to such persons and, provided further, that
Richard Roob is the Chairman of the Board of Directors of the
Issuer.
(c) None.
(d) Not Applicable.
(e) March 23, 1998.
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/Yvan Dupuy
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Signature
Date: December 6, 2000 Yvan Dupuy
Individual
