UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EASTCO INDUSTRIAL SAFETY COP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.12 PER SHARE
(Title of Class of Securities)
276162-20-3
(CUSIP Number)
HOLLENBERG LEVIN SOLOMON ROSS & BELSKY, LLP, 585 STEWART AVENUE,
GARDEN CITY, NEW YORK 11530, ATT: SCOTT ZUCKER, ESQ.(516) 745-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 29, 1995
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3), check the following box
[ ].
Check the following box if a fee is being paid with the statement.[ ] (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
CUSIP No. 276162-20-3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LAWRENCE DENSEN
###-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. Sec Use Only
4. Source of Funds*
OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned
by Each Reporting Person with:
------------------------------------
7. Sole Voting Power
251,813
8. Shared Voting Power
-0-
9. Sole Dispositive Power
251,813
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
251,813
12. Check Box if Aggregate Amount in Row (11) Excludes Certain Shares*[ ]
13. Percent of Class Represented by Amount in Row (11)
6.5%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment Number 2
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer.
Common stock $0.12 par value per share(the "Stock")
issued by Eastco Industrial Safety Corp., with principal executive
offices located at 130 West 10th Street, Huntington Station, New
York (hereinafter referred to as the "Company").
Item 2. Identity and Background.
This statement is filed by Lawrence Densen. The informa-
tion required in response to Item 2 regarding his background is as
follows:
(a) Name: Lawrence Densen
(b) Business Address: 130 West 10th Street
Huntington Station, NY 11746
(c) Principal Occupation: Senior Vice President and a
director of the Company
(d) Criminal Violations: None
(e) Securities Violations: None
(f) Citizenship: United States
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Item 3. Source and Amount of Funds or Other Consideration.
No funds were paid in connection with the transaction
which is the subject of this Schedule.
Item 4. Purpose of Transaction.
On January 20, 1995, a non-qualified option to acquire
400,000 shares of Stock was granted by the Company to Mr. Densen
exercisable until January 19, 2005 at an exercise price of $1.0625,
the closing market price of the Stock on the date of grant. This
option was granted in consideration of previous sacrifices
including a reduction in salary, cancellation of options and other
surrendered benefits by Mr. Densen as well as the turnaround
performance achieved by the Company. The turnaround achieved by
the Company in its performance can be directly related to the
efforts of Mr. Densen. This option can not be exercised during the
first five years unless (a) the audited pre-tax profits of the
Company for fiscal 1995 are greater than $50,000, then options to
acquire 200,000 shares of Stock may be exercised and (b) the
audited pre-tax profits of the Company for fiscal 1996 are greater
than $250,000, then options to purchase the remaining 200,000
shares of Stock may be exercised. It was determined in September,
1995, that options to exercise 200,000 are now exercisable.
As of the date of this Schedule, Mr. Densen has no plans
or proposals which relate to or would result in the acquisition or
disposition of the Company's securities by any person; an extra-
ordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company; a sale or transfer of a
material amount of the assets of the Company; any change in the
Company's present board of directors or management, including any
plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; any material change in
the Company's present capitalization or dividend policy; any other
material change in the Company's business or corporate structure;
changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; causing a
class of the Company's securities to cease to be listed in an
inter-dealer quotation system of a registered national securities
association; a class of the Company's equity securities becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
action similar to those enumerated in response to this item.
Item 5. Interest in Securities of the Issuer.
a. Mr. Densen beneficially owns 251,813 shares of
the Company's Stock, representing 6.5% of the Company's Stock.
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b. Mr. Densen has the sole power to vote, or to
direct the vote of, and to dispose of, or to direct the disposition
of, 251,813 shares of the Company's Stock.
Mr. Densen does not share the power to vote, or
to direct the vote, and to dispose of, or to direct the disposition
of any shares of the Company's Stock.
c. None
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.
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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.
October 5, 1995
/s/ Lawrence Densen
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LAWRENCE DENSEN
