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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
Figgie International Inc.
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(Name of Issuer)
Class B Common Stock, par value $.10 per share
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(Title of Class of Securities)
316828 60 7
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(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the filing 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.)
*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).
Page 1 of 10 Pages
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CUSIP No. 316828 60 7 Page 2 of 10 Pages
13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Figgie International Inc. Stock Ownership Trust and Plan
IRS #52-1297376 (sponsoring company's number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
------
(b)
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3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The trust instrument of the reporting person is construed under the laws
of the State of Ohio and the United States. The individual trustees are
citizens of the United States.
5 SOLE VOTING POWER
- 0 - Shares at December 31, 1993
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 278,841 Shares at December 31, 1993
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
- 0 - Shares at December 31, 1993
8 SHARED DISPOSITIVE POWER
- 0 - Shares at December 31, 1993
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,841 Shares at December 31, 1993
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% of class outstanding at December 31, 1993
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 10 Pages
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Page 3 of 10
Item 1. (a) Name of Issuer:
Figgie International Inc.
(the "Corporation").
(b) Address of Issuer's Principal
Executive Offices:
4420 Sherwin Road
Willoughby, Ohio 44094
Item 2. (a) Name of Person Filing:
Figgie International Inc. Stock Ownership
Trust and Plan (the "ESOP").
(b) Address of Principal Business
Office or, if none, Residence:
4420 Sherwin Road
Willoughby, Ohio 44094
(c) Citizenship:
The trust instrument of the ESOP is construed in accordance
with the laws of the State of Ohio and the United States. The
individual trustees who act as Trustee of the ESOP are citizens
of the United States.
(d) Title of Class of Securities:
Class B Common Stock, par value $.10 per share (the "Class B
Common Stock").
(e) CUSIP Number:
316828 60 7
Item 3. If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
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(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
(S) 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
(S) 240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount beneficially owned: The ESOP beneficially owned 278,841
shares of Class B Common Stock at December 31, 1993.
(b) Percent of class: 5.6% of the outstanding class at December
31, 1993.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 0 shares
(ii) shared power to vote or to direct the
vote: 278,841 shares
(iii) sole power to dispose or to direct
the disposition of: 0 shares
(iv) shared power to dispose or to direct
the disposition of: 0 shares
The ESOP is a qualified employee stock ownership plan established by
the Corporation in August 1988 to purchase and hold shares of the Corporation's
Class A Common Stock and Class B Common Stock for eligible employees of the
Corporation and its divisions and subsidiaries. The Trustee of the ESOP shares
the power to vote shares that have not been allocated to participant accounts
but only has a limited power to dispose of certain allocated and unallocated
shares in accordance with the terms of the ESOP trust instrument. Under the
terms of such trust
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instrument, participants are entitled to instruct the Trustee, on a confidential
basis, on how to vote shares allocated to their accounts on any matter to be
voted on by stockholders of the Corporation and on whether to tender such shares
in any tender or exchange offer. Allocated shares for which no instructions are
received cannot be voted or tendered by the Trustee. With respect to
unallocated shares held by the ESOP, the Trustee must follow the confidential
instructions of active participants as to how to vote the shares on certain
"important matters," defined as a merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all of the
assets of the Corporation or contested election of directors, and as to whether
to tender such unallocated shares in any tender or exchange offer. Each active
participant is entitled to instruct the Trustee as to the voting or tendering of
a portion of the unallocated shares in the proportion that his prior-year's
compensation, subject to certain limitations, bears to the prior-year's
compensation of all active participants who actually give voting or tendering
instructions. At December 31, 1993, the ESOP held no shares of Class A Common
Stock and 683,355 shares of Class B Common Stock, of which an estimated amount
of 404,514 shares of Class B Common Stock were allocated to participants, based
upon estimates of 1993 compensation.
On matters other than the specified "important matters," the Trustee
has sole power to vote all unallocated shares. The trust instrument authorizes
the Trustee to dispose of shares held by the ESOP pursuant to the directions of
participants with respect to the diversification of the investments of
participant accounts, or in the response to a tender or exchange offer, or as
needed for the purposes of making distributions of cash in lieu of shares or
distributions of shares of Class A Common Stock instead of Class B Common Stock.
The Board of Directors of the Corporation appoints individual trustees
to act collectively as the Trustee of the ESOP. F. Rush McKnight, a Director of
the Corporation, and Joseph J. Skadra, a Senior Vice President - Finance and
Controller of the Corporation, serve as the two individual trustees of the ESOP.
Pursuant to Rule 13d-4, each of the individual trustees disclaims beneficial
ownership of the shares of Class B Common Stock held by the ESOP, except as
indicated below.
At December 31, 1993, Mr. McKnight beneficially owned in his
individual capacity 6,503.7683 shares of Class B Common Stock (not including 575
shares beneficially owned by Mr. McKnight's wife) (approximately 0.1% of the
outstanding class at
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that date) and Mr. Skadra did not beneficially own in his individual capacity
any shares of Class B Common Stock. Mr. Skadra, however, does beneficially own
the amount of shares of Class B Common Stock allocated to him as a participant
in the ESOP (538.5 shares), the Figgie International Inc. Stock Ownership Trust
and Plan for Salaried Employees (the "ESOP for Salaried Employees"), discussed
below (494.4 shares), and the Figgie International Inc. Stock Bonus Trust and
Plan (the "Stock Bonus Plan"), also discussed below (706.9 stock equivalent
shares). These allocated amounts include estimates of the allocation to be made
during Spring 1994 as of December 31, 1993, based on estimates of 1993
compensation. In addition, Mr. Skadra beneficially owns unallocated shares of
Class B Common Stock held by the ESOP (362.5 shares), and the ESOP for Salaried
Employees (289.4 shares), based on estimates of 1993 compensation. Mr. McKnight
is one of three trustees of a trust holding (at December 31, 1993) 47,493 shares
of Class B Common Stock for the benefit of a son of Harry E. Figgie, Jr.,
Chairman of the Board and Chief Executive Officer of the Corporation. Pursuant
to Rule 13d-4, the ESOP disclaims beneficial ownership of securities held by the
individual trustees, their families, and affiliates.
The individual trustees of the ESOP named above also act as the
individual trustees of the ESOP for Salaried Employees. The ESOP for Salaried
Employees is a qualified employee stock ownership plan established by the
Corporation to purchase and hold shares of the Corporation's Class A Common
Stock and Class B Common Stock for eligible salaried employees of the
Corporation and its participating divisions and subsidiaries.
The Trustee of the ESOP for Salaried Employees shares the power to
vote shares held by the ESOP for Salaried Employees that have not been allocated
to participant accounts but only has a limited power to dispose of certain
allocated and unallocated shares in accordance with the terms of the ESOP for
Salaried Employees trust instrument. Participants in the ESOP for Salaried
Employees have the right to instruct the Trustee on the voting and tendering of
allocated and unallocated shares in substantially the same manner as under the
ESOP. The Board of Directors of the Corporation appoints individual trustees to
act collectively as the Trustee of the ESOP. Shares originally acquired with
funds derived from the surplus assets of the Corporation's Retirement Income
Plan (an overfunded defined benefit plan terminated on November 21, 1988),
including shares purchased with loans repaid with such assets, cannot be
disposed of by the Trustee. At December 31, 1993, the ESOP for Salaried
Employees held 493,933 shares of Class B Common Stock (approximately 9.8% of the
outstanding class at that date), of
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which an estimated amount of 313,049 were allocated to participants based upon
estimates of 1993 compensation. Pursuant to Rule 13d-4, the ESOP and the
individual trustees, except as indicated above, each disclaim beneficial
ownership of the shares of Class B Common Stock held by the ESOP for Salaried
Employees.
The individual trustees of the ESOP named above also act as the
individual trustees of the Stock Bonus Plan. The Stock Bonus Plan is a
qualified stock bonus plan established by the Corporation to purchase and hold
shares of Class A and Class B Common Stock for eligible employees of the
Corporation and its divisions and subsidiaries. Pursuant to the trust
instrument, participants in the Stock Bonus Plan have the right to instruct the
Trustee on the voting and tendering of allocated and unallocated shares in
substantially the same manner as under the ESOP for Salaried Employees. At
December 31, 1993, all the shares held by the Stock Bonus Plan were allocated to
participant accounts. The Board of Directors of the Corporation appoints
individual trustees to act collectively as the Trustee of the Stock Bonus Plan.
The Stock Bonus Plan held 378,402 shares of Class B Common Stock at December 31,
1993 (approximately 7.5% of the outstanding class at that date). Pursuant to
Rule 13d-4, the ESOP and the individual trustees, except as indicated above,
each disclaim beneficial ownership of the shares held by the Stock Bonus Plan.
The individual trustees of the ESOP named above also act as two of the
four individual trustees of the Figgie International Inc. Investment Trust for
Retirement Trusts (the "Pension Trust"). The Pension Trust is a collective
master trust for the retirement trusts of the Corporation and its divisions and
subsidiaries. Under the terms of the Pension Trust, the Pension Trustee may
exercise the sole power to vote and sole power to dispose of securities held by
the Pension Trust or may delegate such powers to investment managers. The Board
of Directors of the Corporation appoints individual trustees to act collectively
as the Pension Trustee. At December 31, 1993, the Pension Trust beneficially
owned 27,621 shares of Class B Common Stock (approximately 0.6% of the
outstanding class at that date). Pursuant to Rule 13d-4, the ESOP and the
individual trustees each disclaim beneficial ownership of the shares held by the
Pension Trust.
The individual trustees of the ESOP named above also act as two of the
four individual trustees of the Figgie International Inc. Supplementary
Retirement Savings Plan (the "SRSP"). The SRSP is a qualified deferred
compensation trust and plan established by the Corporation to purchase and hold
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securities in designated investment funds for eligible salaried employees of the
Corporation and its divisions and subsidiaries. Participants may elect to have
up to 25% of their contributions in the SRSP invested by the Trustee in shares
of the Corporation's Class A or B Common Stock. The Board of Directors of the
Corporation appoints individual trustees to act collectively as the Trustee of
the SRSP. At December 31, 1993, the SRSP held 24,494 shares of Class B Common
Stock (approximately 0.5% of the outstanding class at that date). Pursuant to
Rule 13d-4, the ESOP and the individual trustees each disclaim beneficial
ownership of the shares of Class B Common Stock held by the SRSP.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Securities Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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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.
Signature
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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.
February 14, 1994
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Date
/s/ F. Rush McKnight *
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F. Rush McKnight, Individual Trustee
*By: /s/ L. A. Harthun
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L. A. Harthun, Attorney-in-Fact
Signature
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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.
February 14, 1994
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Date
/s/ Joseph J. Skadra *
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Joseph J. Skadra, Individual Trustee
*By: /s/ L. A. Harthun
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L. A. Harthun, Attorney-in-Fact
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Exhibits
Sequential
Page
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1. Power of attorney executed by Joseph J.
Skadra, individual trustee of the ESOP
(filed as an exhibit to Amendment No. 3 to this
Schedule 13G, filed with the Securities
and Exchange Commission on February 14,
1991, and incorporated herein by reference).
2. Power of attorney executed by F. Rush McKnight,
individual trustee of the ESOP (filed as an
exhibit to the ESOP's Schedule 13G filed with
the Securities and Exchange Commission on
October 11, 1988 and incorporated herein by
reference).
