UNITED STATES
SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
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FRANKLIN ELECTRIC CO., INC.
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
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(Title of Class of Securities)
353514 10 2
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(CUSIP Number)
JESS B. FORD
400 EAST SPRING STREET
BLUFFTON, IN 46714
(219) 824-2900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JANUARY 30, 1997
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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 the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
This Amendment No.1 amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission on January 5, 1990 (the "Statement"). This
Amendment No.1 is the first electronic amendment to the Statement.
Accordingly, pursuant to the requirements of Rule 13-3(c) under the Securities
Act of 1934, as amended, and Rule 101(A)(2)(ii) of Regulation S-T, this
Amendment No.1 restates the Statement and updates the information therein as
of the current date.
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Lawson
S.S. No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OF PLACE OF ORGANIZATION
United States
7) SOLE VOTING POWER
NUMBER OF
SHARES 379,881
BENEFICIALLY
OWNED BY 8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9) SOLE DISPOSITIVE POWER
378,681
10) SHARED DISPOSITIVE POWER
0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,078
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.14%
14) TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER.
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This statement relates to the common stock, par value $.10 per
share (the "Shares"), of Franklin Electric Co., Inc., an Indiana
corporation (the "Company"). The principal executive offices of
the Company are located at 400 East Spring Street, Bluffton, IN,
46714.
ITEM 2. IDENTITY AND BACKGROUND.
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(a)-(c),(f) This statement is being filed by William H. Lawson. Mr. Lawson's
business address is 400 East Spring Street, Bluffton, IN, 46714.
Mr. Lawson's present principal occupation is Chairman of the Board
and Chief Executive Officer of the Company. Mr. Lawson is a
United States Citizen.
(d), (e) During the past five years, Mr. Lawson (1) has not been convicted
in any criminal proceeding and (2) was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Prior to August 24, 1989, Mr. Lawson acquired beneficial ownership
of an aggregate of 115,921 shares of common stock, par value $.50
per share (the "Old Shares"), of the Company, constituting less
than five percent of the Old Shares outstanding prior to
August 24, 1989, as follows:
1. Prior to August 24, 1989, Mr. Lawson purchased a total of
7,000 Old Shares in open market transactions with personal
funds at the market prices prevailing at the times of the
purchases.
2. In 1988, Mr. Lawson was granted 18,000 restricted shares
(equivalent to 18,000 Old Shares) under the Company's 1988
Stock Incentive Award Plan. Mr. Lawson paid no cash
consideration for these restricted shares, which were subject
to forfeiture in accordance with the provisions of the Stock
Incentive Award Plan. At the time restricted shares were
granted to Mr. Lawson, a restriction period and performance
objectives were established with respect to the restricted
shares. The restriction period with respect to these
restricted shares ended April, 1993, and all established
performance objectives were satisfied.
3. In 1988, Mr. Lawson purchased 50,000 Old Shares under the
Company's 1988 Executive Stock Purchase Plan for an
aggregate cash purchase price of $1,250,000. In purchasing
such stock, Mr. Lawson paid $125,000 in cash and borrowed
$1,125,000 from the Company pursuant to a nonrecourse
promissory note, secured by the stock, as permitted by the
Executive Stock Purchase Plan, which permits the Company to
finance up to ninety percent (90%) of the aggregate purchase
price of an executive's purchased shares. The nonrecourse
promissory note was re-paid in July, 1995.
4. Prior to August 24, 1989, Mr. Lawson had been granted various
options to purchase Old Shares pursuant to the Company's
employee stock option plans, of which options to purchase
40,921 Old Shares were exercisable within 60 days of
August 24, 1989.
On August 24, 1989, the Company consummated a Plan of
Recapitalization dated as of June 9, 1989, pursuant to which each
Old Share beneficially owned by Mr. Lawson was automatically
reclassified as 4.44 Shares, or 514,689 Shares in the aggregate,
without payment of any additional consideration. Of these Shares,
79,920 were earned under the provisions of the Stock Incentive
Award Plan, 222,000 were purchased pursuant to the Executive Stock
Purchase Plan, and 181,689 were issuable pursuant to options
exercisable within sixty days of August 24, 1989, all as described
above. Of the 181,689 shares issuable pursuant to options, 41,745
remain exercisable within 60 days of the date hereof.
On various dates from September, 1989, through December, 1996, Mr.
Lawson had 1,397 Shares allocated to his account under the
Company's Employee Stock Ownership Plan. Mr. Lawson has the sole
power to vote, but not to dispose of, such Shares. The vested
portion of such Shares will be generally paid upon retirement,
death, disability or other termination in accordance with the
provisions of the plan.
On various dates from January, 1993, through December, 1996, 197
Shares were contributed to Mr. Lawson's Directed Investment Salary
Plan through payroll deductions. Mr. Lawson has the sole power to
dispose of, but not to vote, such Shares. Such shares will be
generally paid upon retirement, death, disability or other
termination in accordance with the provisions of the plan.
On October 28, 1989, Mr. Lawson was granted an option to purchase
12,500 Shares at $8.00 per Share under the Company's Amended 1986
Non-qualified Stock Option Plan, which is exercisable with respect
to 12,500 Shares within 60 days of the date hereof.
On December 7, 1989, Mr. Lawson was granted an option to purchase
100,000 Shares at $8.375 per Share under the Company's Amended
1986 Non-qualified Stock Option Plan, which is exercisable with
respect to 100,000 Shares within 60 days of the date hereof.
On May 26, 1994, Mr. Lawson was granted an option to purchase
80,000 Shares at $26.50 per Share under the Company's Amended 1986
Non-qualified Stock Option Plan, which is exercisable with respect
to 48,000 Shares within 60 days of the date hereof.
On July 14, 1995, Mr. Lawson was granted an option to purchase
40,000 Shares at $31.00 per Share under the Company's Amended 1986
Non-qualified Stock Option Plan, which is exercisable with respect
to 40,000 Shares within 60 days of the date hereof.
On July 14, 1995, Mr. Lawson was granted an option to purchase
60,000 Shares at $31.00 per Share under the Company's 1996
Employee Stock Option Plan, which is exercisable with respect to
60,000 Shares within 60 days of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION.
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Mr. Lawson purchased the Old Shares and the Shares for investment
purposes. Depending on market and general economic conditions and
other factors, Mr. Lawson may purchase additional Shares from time
to time in brokerage transactions or otherwise. As of January 30,
1996, Mr. Lawson was deemed to be the beneficial owner of an
additional 100,000 shares pursuant to options which are
exercisable within 60 days of the date hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) As of the date hereof, Mr. Lawson beneficially owns 380,078
Shares, representing approximately 6.14% of the Shares
outstanding, including 302,245 Shares issuable upon the exercise
of stock options that may be exercised within 60 days of the date
hereof.
(b) Mr. Lawson has the sole power to vote 379,881 Shares and the sole
power to dispose of 378,681 Shares.
(c)-(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER.
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(a) 1988 Executive Stock Purchase Plan (incorporated by reference to
Exhibit E to the Company's Annual Proxy Statement dated
March 11, 1988).
(b) 1988 Stock Incentive Award Plan (incorporated by reference to
Exhibit D to the Company's Annual Proxy Statement dated
March 11, 1988).
(c) 1986 Non-qualified Stock Option Plan (incorporated by reference to
Exhibit A to the Company's Annual Proxy Statement dated
March 17, 1986).
(d) 1996 Employee Stock Option Plan (incorporated by reference to the
Company's Annual Proxy Statement dated March 8, 1996).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
(a) 1988 Executive Stock Purchase Plan (incorporated by reference to
Exhibit E to the Company's Annual Proxy Statement dated
March 11, 1988).
(b) 1988 Stock Incentive Award Plan (incorporated by reference to
Exhibit D to the Company's Annual Proxy Statement dated
March 11, 1988).
(c) 1986 Non-qualified Stock Option Plan (incorporated by reference to
Exhibit A to the Company's Annual Proxy Statement dated
March 17, 1986).
(d) 1996 Employee Stock Option Plan (incorporated by reference to the
Company's Annual Proxy Statement dated March 8, 1996).
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.
May 23, 1997
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Date
William H. Lawson
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Signature
Chairman of the Board and
Chief Executive Officer
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Title
EXHIBIT INDEX
Exhibit Description
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1. 1988 Executive Stock Purchase Plan (incorporated by
reference to Exhibit E to the Company's Annual Proxy
Statement dated March 11, 1988).*
2. 1988 Stock Incentive Award Plan (incorporated by reference
to Exhibit D to the Company's Annual Proxy Statement dated
March 11, 1988).*
3. 1986 Non-qualified Stock Option Plan (incorporated by
reference to Exhibit A to the Company's Annual Proxy
Statement dated March 17, 1986).*
4. 1996 Employee Stock Option Plan (incorporated by reference
to the Company's Annual Proxy Statement dated
March 8, 1996).*
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* Previously filed.
