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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)
NAME OF ISSUER: Moore Products Company
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 615836-100
Check the following box if a fee is being paid with this statement: [ ]
CUSIP NO. 615836-100
(1) Names of Reporting Persons MELLON BANK CORPORATION
SS or IRS Identification Nos. Of Above Person IRS No. 25-1233834
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 7,000
Beneficially
Owned by Each (6) Shared Voting Power 1,060,000
Reporting Person
With (7) Sole Dispositive Power 6,000
(8) Shared Dispositive Power 562,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,067,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 41.31
(12) Type of Reporting Person (See Instructions) HC
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CUSIP NO.
(1) Names of Reporting Persons MELLON BANK N.A.
SS or IRS Identification Nos. Of Above Person IRS No. 25-0659306
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 7,000
Beneficially
Owned by Each (6) Shared Voting Power 1,060,000
Reporting Person
With (7) Sole Dispositive Power 6,000
(8) Shared Dispositive Power 562,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,067,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 41.31
(12) Type of Reporting Person (See Instructions) BK
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CUSIP NO. 615836-100
(1) Names of Reporting Persons MOORE PRODUCTS CO.
PENSION PLAN
SS or IRS Identification Nos. Of Above Person IRS No. 23-6230167
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 0
Beneficially
Owned by Each (6) Shared Voting Power 500,000
Reporting Person
With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 19.36
(12) Type of Reporting Person (See Instructions) EP
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CUSIP NO. 615836-100
(1) Names of Reporting Persons EDWARD J. CURRY
SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-####
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( X )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 1,092
Beneficially
Owned by Each (6) Shared Voting Power 500,000
Reporting Person
With (7) Sole Dispositive Power 1,092
(8) Shared Dispositive Power 500,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
504,092*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 19.5
(12) Type of Reporting Person (See Instructions) IN
* Includes shares which may be acquired within 60 days upon exercise of
stock options (3,000).
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CUSIP NO. 615836-100
(1) Names of Reporting Persons JAMES F. DOUGLASS
SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-####
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 57
Beneficially
Owned by Each (6) Shared Voting Power 500,000
Reporting Person
With (7) Sole Dispositive Power 57
(8) Shared Dispositive Power 500,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
501,737*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 19.4
(12) Type of Reporting Person (See Instructions) IN
* Includes shares which may be acquired within 60 days upon exercise of
stock options (1,680).
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CUSIP NO. 615836-100
(1) Names of Reporting Persons ROBERT E. WISNIEWSKI
SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-####
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 100
Beneficially
Owned by Each (6) Shared Voting Power 500,000
Reporting Person
With (7) Sole Dispositive Power 100
(8) Shared Dispositive Power 500,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
501,980*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 19.4
(12) Type of Reporting Person (See Instructions) IN
* Includes shares which may be acquired within 60 days upon exercise of
stock options (1,680).
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Item 1(a) Name of Issuer: Moore Products Company
Item 1(b) Address of Issuer's Principal Executive Offices:
Sunneytown Pike
Springhouse, PA 19477
Item 2(a) Name of Person Filing: Mellon Bank Corporation and any other
reporting person(s) identified on the
second part of the cover page(s).
And by the Benefits Committee of
Moore Products Co. consisting of
Edward J. Curry, ("EJC"),
Director Executive V.P.
Robert E. Wisniewski ("REW"),
Secretary & Treasurer
James F. Douglass ("JFD"),
Director of Personnel & Facilities
Item 2(b) Address of Principal Business Office, or if None, Residence:
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(for all reporting persons)
Item 2(c) Citizenship: United States
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 615836-100
Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person") for each reporting person.
BK = Bank as defined in Section 3(a)(6) of the Act
IV = Investment Company registered under Section 8 of the
Investment Company Act
IA = Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
EP = Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13-d(1)(b)(1)(ii)(F)
HC = Parent Holding Company, in accordance with Section
240.13-d(1)(b)(1)(ii)(G)
Item 4 Ownership: See Items 5 through 9 and 11 of cover page(s)
as to each reporting person.
Messrs. Curry, Douglass and Wisniewski are the sole members of the Moore
Products Co. Benefits Committee. Under the governing instruments of the Moore
Products Co. Pension Plan and Trust, voting and dispositive power with respect
to the 500,000 shares of Moore Products Co. Common Stock held by the Pension
Plan is vested in the Benefits Committee, subject to certain exceptions.
However, decisions of the Benefits Committee on these matters must be made
by a majority of the members of the Committee. The filing of this Schedule 13G
shall not be construed as an admission that the aforesaid members of the
Benefits Committee are, for the purposes of 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owners of the shares held by the Pension
Plan.
The 500,000 Moore Products Co. shares held by the Pension Plan constitute
19.3% of the Common Stock outstanding, but only 14.4% of the voting securities,
since the 175,590 shares of Preferred Stock outstanding generally vote with the
Common Stock as a single class, and each preferred Share is entitled to five
votes. The Preferred Stock is convertible into Common Stock at the rate of one
share of Common Stock for each two and one half shares of Preferred Stock.
The following applies exclusively to this filing--Mellon Bank N.A. is Trustee of
the Moore Products Co. Pension Plan, a defined benefit pension plan as defined
and referred to in the Employee Retirement Income Security Act of 1974 as
amended (ERISA). Under the terms of the Plan, the Benefits Committee appointed
by the Company, Moore Products Co., has the power and duty to direct the Trustee
as to the voting, holding and sale of the securities referenced in the filing.
Nevertheless, the Trustee has been advised that the Benefits Committee is not an
"Investment Manager" as defined in Section 3(37) of ERISA, and thus many have
duties as to the management and voting of such securities.
Item 5 Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( )
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: All of the securities are beneficially owned by Mellon Bank
Corporation and direct or indirect subsidiaries in their various
fiduciary capacities. As a result, another entity in every instance
is entitled to dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or more is ( 2 ).
Two Personal Trusts
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Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company: See Exhibit I.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification: By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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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.
Date: February 23, 1996
MELLON BANK CORPORATION
By: WILLIAM L. DAWSON
---------------------
William L. Dawson
Senior Vice President
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Each of the undersigned hereby authorizes Mellon Bank Corporation, in
accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended (the "1934 Act"), to file, on behalf of the
undersigned, any statement required to be signed by the undersigned,
on Schedule 13G pursuant to Rule 13d-1 under the 1934 Act and any
amendment thereto pursuant to Rule 13d-2 under the 1934 Act.
Each of the undersigned represents that it is individually eligible
to use Schedule 13G, and acknowledges its responsibility for the
timely filing of such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information concerning such
person contained therein. However, each of the undersigned is not
responsible for the completeness or accuracy of the information
concerning the other persons making the filing on Schedule 13G unless
such undersigned knows or has reason to believe that such information
is inaccurate.
Date: February 23, 1996
MELLON BANK, N.A.
By: WILLIAM L. DAWSON
-----------------------------
William L. Dawson
Senior Vice President
MELLON BANK, N.A. AS TRUSTEE FOR
MOORE PRODUCTS CO. PENSION PLAN
By: WILLIAM L. DAWSON
-----------------------------
William L. Dawson
Senior Vice President
Date: February 23, 1996
E. J. CURRY
- -----------------------------
Signature
E. J. Curry
- -----------------------------
Name/Title
Date: February 23, 1996
R. E. WISNIEWSKI
- -----------------------------
Signature
R. E. Wisniewski
- -----------------------------
Name/Title
Date: February 23, 1996
J. F. DOUGLASS
- ----------------------------
Signature
J. F. Douglass
- ----------------------------
Name/Title
<PAGE> 11
EXHIBIT I
The shares reported on the attached Form 13G are beneficially owned
by the following direct or indirect subsidiaries of Mellon Bank
Corporation, as marked (X):
(A) ( ) Boston Safe Deposit and Trust Company
( ) Boston Safe Deposit and Trust Company of California
( ) Boston Safe Deposit and Trust Company of New York
( X ) Mellon Bank, N.A.
( ) Mellon Bank (Delaware) National Association
( ) Mellon Bank (MD)
(B) ( ) Franklin Portfolio Associates Trust
( ) Laurel Capital Advisors
( ) Mellon Capital Management Corporation
( ) Mellon Equity Associates
( ) The Boston Company Financial Strategies, Inc.
( ) The Boston Company Asset Management, Inc.
( ) The Dreyfus Corporation
( ) Dreyfus Management, Inc.
The Item 3 classification of each of the subsidiaries listed
under (A) above is "Item 3(b) Bank as defined in Section 3(a)(6) of
the Act."
The Item 3 classification of each of the subsidiaries listed
under (B) above is "Item 3 (e) Investment Advisor registered under
Section 203 of the Investment Advisers Act of 1940."
