UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mine Safety Appliances Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
602720 10 4
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(CUSIP Number)
Andrew L. Gespass, Esq.
Kirkpatrick & Lockhart LLP
Oliver Building
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
(412) 355-8664
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 9, 1999
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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 [ ].
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.
<PAGE>
SCHEDULE 13D
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CUSIP No. 602720 10 4
1) NAME OF REPORTING PERSON Helen Lee Henderson
S.S. OR I.R.S. IDENTIFICATION ###-##-####
NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS 00
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 700,742
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8) SHARED VOTING POWER 0
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9) SOLE DISPOSITIVE POWER 700,742
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10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 700,742
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12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 14.41%
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14) TYPE OF REPORTING PERSON IN
--
(Page 2 of 6 Pages)
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, no par value ("MSA Common Stock"), of Mine Safety Appliances Company (the
"Company"), a Pennsylvania corporation. The Company's principal executive
offices are located at 121 Gamma Drive, RIDC Industrial Park, O'Hara Township,
Pittsburgh, Pennsylvania 15238.
Item 2. Identity and Background.
This Statement is being filed by Helen Lee Henderson ("Ms. H. L.
Henderson"), in her capacity as executor of the Estate of Helen Ruth Henderson
(the "Estate"), in her capacity as director of the HRH Foundation (the
"Foundation"), and in her individual capacity. Ms. H. L. Henderson resides at
3100A R Street, N.W., Washington, District of Columbia, 20007-2937. Ms. H. L.
Henderson's principal occupation is managing her personal investments.
During the last five years, Ms. H. L. Henderson has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Ms. H. L. Henderson has not 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.
Item 3. Source and Amount of Funds or Other Consideration.
On September 1, 1999, Helen Ruth Henderson (the "Decedent") died. At
the time of her death, the Decedent owned outright 290,634 shares (the "Estate
Shares") of MSA Common Stock, which represented 6% of the outstanding MSA Common
Stock as of September 1, 1999. The Decedent's Last Will and Testament, dated
December 18, 1997 (the "Will"), named her daughter, Ms. H. L. Henderson, as
executor (the "Executor"). On September 9, 1999, the Register of Wills,
Allegheny County, Pennsylvania, accepted the Will for probate. The Decedent was
a resident of the Commonwealth of Pennsylvania at the time of her death. At that
time, pursuant to Rule 13d-5 under the United States Securities Act of 1933, as
amended (the "Securities Act"), the Executor acquired beneficial ownership of
the Shares.
The Decedent was also the beneficiary of four trusts: the Trust under
Will of George H. Deike, the Decedent's father, dated July 25, 1962; two
separate deeds of trust, both dated
(Page 3 of 6 Pages)
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November 17, 1955, with George H. Deike as
Grantor and Potter Bank and Trust Company (now PNC Bank, National Association)
as Trustee, and a fourth trust dated December 26, 1934 (these trusts are
collectively referred to herein as the "Trusts"). At the time of Decedent's
death, the Trusts held a total of 316,928 shares of MSA Common Stock (the "Trust
Shares"), representing 6.5% of the outstanding shares of MSA Common Stock. The
Trusts directed that upon the death of the Decedent, beneficial ownership of the
corpus of the Trusts should pass to Ms. H. L. Henderson. Accordingly, upon the
death of Decedent, September 1, 1999, Ms. H. L. Henderson acquired beneficial
ownership of the Trust Shares.
Additionally, Ms. H. L. Henderson and the Decedent were co-directors
of the Foundation, which held 18,500 shares of MSA Common Stock (the "Foundation
Shares") or .38% of outstanding MSA Common Stock. Upon the Decedent's death, Ms.
H. L. Henderson became the sole director of the Foundation, with power to vote
and dispose of the Foundation Shares.
Item 4. Purpose of Transaction.
Ms. H. L. Henderson, as Executor, acquired beneficial ownership of the
Estate Shares by virtue of the operation of the Decedent's Will and the probate
laws of the Commonwealth of Pennsylvania. Ms. H. L. Henderson acquired
beneficial ownership of the Trust Shares under the terms of the Trusts. Ms. H.
L. Henderson acquired beneficial ownership of the Foundation Shares by operation
of the instrument creating the Foundation. Subject to the following sentence,
Ms. H. L. Henderson, in her individual capacity, in her capacity as Foundation
director, and in her capacity as Executor, has no plans to acquire additional
shares of MSA Stock, nor does she have immediate plans to dispose of the Estate
Shares, the Foundation Shares, or the Trust Shares. However, in the course of
administering the Estate and overseeing the Foundation's operations, Ms. H. L.
Henderson, as Executor of the Estate and director of the Foundation, will
evaluate on an ongoing basis the liquidity needs of the Estate (to cover death
taxes and bequests) and the Foundation and the assets of the Estate and the
Foundation and their relative liquidity, performance and diversification,
including evaluation of the business, operations and prospects of the Company.
As an "affiliate" of the Company (as such term is defined in the
Securities Act), the Estate may sell the Shares only in transactions permitted
by the resale provisions of Rule 144 under the Securities Act or as otherwise
permitted under the Securities Act.
In the performance of her duties as a director of the Company, Ms. H.
L. Henderson expects to have continually under consideration various plans or
proposals which may relate to or might result in one or more of the matters
described in
(Page 4 of 6 Pages)
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paragraphs (a) through (j), inclusive, of item 4 of Schedule 13D.
Any such plans or proposals would, however, be subject to consideration and
approval by the Board of Directors of the Company. Except as set forth in this
response to Item 4, at the date of this Statement, Ms. H. L. Henderson does not
have any plans or proposals at this time which relate to or would result in any
of the matters described in paragraphs (a) through (j) inclusive, of Item 4 of
Schedule 13D.
Ms. H. L. Henderson, as a stockholder, periodically reviews and
evaluates the Company's business, prospects and financial condition, general
economic conditions, other opportunities available to her, and her personal
financial and estate planning requirements. On the basis of such periodic
reviews and evaluations, Ms. H. L. Henderson may determine to increase or
decrease her investment in MSA Common Stock through purchases, sales, gifts, or
other means of acquisition or disposition.
Item 5. Interest in Securities of the Issuer.
Ms. H. L. Henderson has the sole power to vote and to dispose of
697,142 shares of the MSA Common Stock of which she has beneficial ownership.
Ms. H. L. Henderson, in her capacity as Executor, beneficially owns 290,634
shares of MSA Common Stock, or 6% of the outstanding MSA Common Stock. Ms. H. L.
Henderson, in her capacity as sole director of the Foundation, beneficially owns
18,500 shares of MSA Common Stock, or .38% of the outstanding MSA Common Stock.
In addition, Ms. H. L. Henderson, in her individual capacity, beneficially owns
an additional 388,008 shares of MSA Common Stock, or 8% of the outstanding MSA
Common Stock shares (the 388,008 shares consist of the 316,928 Trust Shares and
71,080 MSA Common Stock shares beneficially owned by Ms. H. L. Henderson).
Further, Ms. H. L. Henderson owns currently exercisable options to purchase
3,600 shares of MSA Common Stock. Ms. H. L. Henderson does not beneficially own
any other shares of MSA Common Stock.
Except for the transactions described in this Statement, Ms. H. L.
Henderson, in her individual capacity, in her capacity as Executor, and in her
capacity as Foundation director, has not effected any transactions in MSA Common
Stock within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Ms. H. L. Henderson is a director of the Company. Except as described
above, Ms. H. L. Henderson, in her individual capacity, in her capacity as
Executor, and in her capacity as Foundation director, does not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of the Company.
(Page 5 of 6 Pages)
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Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
March 20, 2000
/s/ Helen Lee Henderson
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Helen Lee Henderson
as Executor of the Estate of
Helen Ruth Henderson
/s/ Helen Lee Henderson
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Helen Lee Henderson
as Director of the
HRH Foundation
/s/ Helen Lee Henderson
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Helen Lee Henderson
(Page 6 of 6 Pages)
