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)
Charles C. Vail
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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
55,800
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,489,022
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 55,800
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10 SHARED DISPOSITIVE POWER
1,489,022
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,544,822
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ X ]
Excludes 600 shares owned by wife as to which 600 shares beneficial
ownership is disclaimed.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% 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) Charles C. Vail
(b) Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
(c) Senior Vice President & Chief Administrative 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) 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
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Page 4 of 6
SCHEDULE 13D
three trusts which own in the aggregate 129,300 Shares), entered into
a shareholders agreement, dated as of November 8, 2000, 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 three trusts which own in the
aggregate 129,300 Shares ("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) 1,544,822-5.8%. The 1,544,822 shares consist of 16,050
shares as to which there is sole voting and dispositive power,
39,750 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 1,489,022
shares as to which there is shared voting and dispositive
power. Of the 1,489,022 shares, 273,300 shares are held by
seven trusts as to which the reporting person is a co-trustee,
1,212,299 shares are held by trusts under two wills, of which
the reporting person is a co-trustee and 3,423 shares held by
the Company's Employees' Stock Ownership Plan for the benefit
of the reporting person.
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: 55,800
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Page 5 of 6
SCHEDULE 13D
shared power to vote or to direct the vote: 1,489,022
sole power to dispose or to direct the disposition of: 55,800
shared power to dispose or to direct the disposition of:
1,489,022
The shared power to vote or to direct the disposition of
1,489,022 shares is shared under trusts with Benjamin M.
Belcher, Jr., Richard Roob and Sara B. Wardell, each of whom
is a Director of Benjamin Moore & Co., the Issuer and five
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, are applicable and
are to be deemed repeated herein as to such persons and,
provided further, that Richard Roob is Chairman of the Board
of Directors, of the Issuer.
(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/Charles C. Vail
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Signature
Date: December 6, 2000 Charles C. Vail
Individual
