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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Farr Company
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(Name of Issuer)
Common Stock, Par Value $.10 per share
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(Title of Class of Securities)
311648 10 9
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(CUSIP Number)
David J. Farr
Trustee of M.S. Farr Family Trust
26161 Marguerite Parkway, Suite B
Mission Viejo, California 92692
(714) 348-0900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 1996
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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 which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with the statement: [X]
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. 311648 10 9
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1. Name of Reporting Person
David J. Farr
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds
AF, PF
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
7. Sole Voting Power
442,750 shares of Common Stock, including
options to purchase 4,000 shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person
With 442,750 shares of Common Stock, including
options to purchase 4,000 shares
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
442,750 shares of Common Stock, including options to purchase 4,000 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11)
12.2%
14. Type of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 311648 10 9
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1. Name of Reporting Person
M.S. Farr Family Trust
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3. SEC Use Only
4. Source of Funds
AF
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
7. Sole Voting Power
393,750 shares of Common Stock
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person
With 393,750 shares of Common Stock
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
393,750 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11)
10.9%
14. Type of Reporting Person
OO
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Item 1. Security and Issuer.
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This statement relates to the Common Stock, par value $.10 per share
(the "Common Stock"), issued by Farr Company, a Delaware corporation (the
"Company"), whose principal executive offices are at 2221 Park Place, El
Segundo, California 90245.
Item 2. Identity and Background.
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(a) This statement is filed by David J. Farr ("D.J. Farr"). On March
7, 1996, D.J. Farr was appointed trustee of the M.S. Farr Trust dated September
13, 1963 ("Trust"). As trustee, D.J. Farr has sole power to vote and dispose of
all shares held by the Trust. This statement is also being filed by the Trust.
(b) The business address of D.J. Farr and the Trust is 26161
Marguerite Parkway, Suite B, Mission Viejo, California 92692.
(c) D.J. Farr is the owner of David J. Farr Insurance Services, an
insurance business that provides financial consulting services and life
insurance products. D.J. Farr is a financial consultant and life underwriter.
The address of David J. Farr Insurance Services is set forth in Item 2(b) above.
The Trust was established in 1963 by M. Spencer Farr and his wife Thalis J. Farr
for their benefit and the benefit of their family.
(d) Neither D.J. Farr nor the Trust has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) D.J. Farr has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) D.J. Farr is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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D.J. Farr has purchased 45,000 shares of Common Stock with funds
furnished from his personal funds. In addition, D.J. Farr has options to
purchase 4,000 shares of Common Stock granted under the Company's 1991 Stock
Option Plan for Non-Employee Directors (the "Director Plan"). The Trust holds
393,750 shares of Common Stock, such shares were acquired with personal funds of
M. Spencer Farr and Thalis J. Farr.
Item 4. Purpose of Transaction.
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The Trust was established by M. Spencer Farr and his wife Thalis J.
Farr for their benefit and the benefit of their family. M. Spencer Farr was one
of the founders of the Company and the father of D.J. Farr. M. Spencer Farr died
in February 1996. In March 1996, D.J. Farr was appointed as trustee of the
Trust. Currently, Thalis J. Farr is the sole beneficiary of the Trust and D.J.
Farr has no economic interest in the shares of Common Stock held by the Trust.
The shares are held in the Trust for investment purposes.
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Item 5. Interest in Securities of the Issuer.
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(a) As of the close of business on April 2, 1996, the Trust held
393,750 shares of Common Stock and D.J. Farr owned 45,000 shares of Common Stock
and options to purchase 4,000 additional shares of Common Stock. By reason of
D.J. Farr's appointment as trustee of the Trust, D.J. Farr now has sole power to
vote and dispose of all of the 393,750 shares of Common Stock held in the Trust.
Accordingly, under the provisions of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, D.J. Farr may be deemed to be the beneficial owner of a
total of 442,750 shares of Common Stock which represents 12.2% of the 3,625,524
shares of Common Stock outstanding on March 8, 1996 as reported in the Company's
Notice of Annual Meeting of Stockholders and Proxy Statement filed with the
Securities and Exchange Commission on March 29, 1996. The shares held by the
Trust represent 10.9% of the outstanding shares of the Company.
(b) As of the date hereof, D.J. Farr has the sole power to vote and to
dispose of 442,750 shares of Common Stock.
(c) At the direction of D.J. Farr, the Trust elected to receive a cash
distribution from the Company's ESOP instead of a stock distribution. As a
result, the Company directed First Interstate Bank, as trustee of the ESOP, to
sell 582.25 shares of Common Stock. On March 15, 1996, the shares were sold at a
price of $9.125 per share for a total of $5,313.03. Within the last sixty days
neither D.J Farr nor the Trust has made any other transactions in the Common
Stock other than D.J. Farr's appointment as trustee of the Trust.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
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to Securities of the Issuer.
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D.J. Farr's options to purchase 4,000 shares of Common Stock were
acquired under the Director Plan. Such options consist of an option to purchase
2,000 shares at an exercise price of $6.00 per share and an option to purchase
2,000 shares at an exercise price of $6.00. As a non-employee director of the
Company, D.J. Farr is entitled to receive an option to purchase 2,000 shares
annually, with an exercise price equal to the fair market value of the Common
Stock at the date of grant.
Except as described herein, neither D.J. Farr nor the Trust has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Company, including but not
limited to any contracts, arrangements, understandings or relationships
concerning the transfer or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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None.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: April 3, 1996
By: /s/ David J. Farr
________________________________
David J. Farr
M.S. Farr Family Trust
By: /s/ David J. Farr
________________________________
David J. Farr
Trustee
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