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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Harry E. Figgie, Jr.
16633 Foltz Industrial Parkway
Strongsville, OH 44136 216/572-1500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 18, 1994
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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 ____.
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting 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.)
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.
(continued on following pages)
(Page 1 of 13 Pages)
____________________
*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).
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SCHEDULE 13D
CUSIP No. 316828 60 7 Page 2 of 13 Pages
------------------- ------- -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry E. Figgie, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
850,972 Shares at May 18, 1994
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 134,564 Shares at May 18, 1994
EACH REPORTING PERSON
9 SOLE DISPOSITIVE POWER
750,972 Shares at May 18, 1994
10 SHARED DISPOSITIVE POWER
134,564 Shares at May 18, 1994
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,536 Shares at May 18, 1994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /x/
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
19.94%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
-------------------
This Amendment No. 1 to the statement on Schedule 13D (the "Amendment")
relates to Class B Common Stock, par value $.10 per share (the "Class B
Stock"), of Figgie International Inc. (the "Corporation"). The Corporation's
principal executive offices are located at 4420 Sherwin Road, Willoughby, Ohio
44094.
Item 2. Identity and Background.
-----------------------
(a) - (c) The Amendment is being filed by Harry E. Figgie, Jr. Mr.
Figgie's address is 16633 Foltz Industrial Parkway, Strongsville, Ohio 44136.
Mr. Figgie is presently employed as Chairman of the Board of Clark-Reliance
Corporation, on Ohio corporation ("Clark-Reliance") the principal business of
which is the manufacturing of fluid controls for indication, drainage and
measurement. Mr. Figgie retired from his position as Chairman of the Board and
Chief Executive Officer of the Corporation, whose address is stated in Item 1
above, on May 18, 1994. The Corporation is a diversified operating company
whose businesses are grouped into five segments: (i) consumer products, (ii)
fire protection, safety, and security products, (iii) machinery and allied
products, (iv) technical products and (v) services.
(d) Mr. Figgie has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
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(e) Mr. Figgie has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in 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) Mr. Figgie is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
Not applicable since the reason for the filing of this Amendment is to
report Mr. Figgie's resignation on May 18, 1994 from his positions as Chairman
of the Board and Chief Executive Officer of the Corporation.
Mr. Figgie has no plans or proposals which relate to or would result in
the occurrence of any of the events listed in paragraphs (a) through (j) of
this Item 4, except as follows:
Mr. Figgie presently intends to continuously review his equity interest
in the Corporation, and the Corporation's business affairs and financial
condition. Depending on his
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evaluations of the Corporation's business and prospects, and upon future
developments (including, but not limited to, performance of the Corporation,
the availability of funds, future opportunities, money and stock market
conditions, general economic conditions and his own personal financial
circumstances), Mr. Figgie may, and reserves the right to, acquire additional
shares of Class B Stock or Class A Common Stock, par value $.10 per share (the
"Class A Stock") or dispose of shares of Class B Stock or Class A Stock in one
or more privately negotiated transactions, on the open market, or otherwise.
Mr. Figgie has met, and from time to time will meet or have discussions with,
parties who have expressed an interest in acquiring his Class B and/or Class A
Stock. Any sales by Mr. Figgie of all of his shares of Class B Stock could
cause a change in control of the Corporation, a change in the composition of
its Board of Directors or management or other changes implemented by any new
Directors.
Mr. Figgie and the Company are in discussions concerning Mr. Figgie's
separation of employment from the Company and its impact upon the Company's
repurchase rights and/or obligations under the Restricted Stock Plan with
respect to the 100,000 shares of Class B Stock and 56,450 shares of Class A
Stock issued to Mr. Figgie thereunder.
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Mr. Figgie beneficially owns an aggregate of 985,536 of Class B
Stock, which constitutes approximately 19.94% of the outstanding shares of
Class B Stock as of May 18, 1994.
Included in the number of shares as to which Mr. Figgie has sole
beneficial ownership are 435 shares of Class B Stock allocated to him under the
Figgie International Inc. Stock Ownership Trust and Plan (the "ESOP"), 541
shares of Class B Stock allocated to him under the Figgie International Inc.
Stock Ownership Trust and Plan for Salaried Employees (the "ESOP for Salaried
Employees"), and 14,669 shares of Class B Stock allocated to him under the
Figgie International Inc. Stock Bonus Trust and Plan (the "Stock Bonus Plan")
(collectively, the "Plans").
Under the terms of the trust instruments governing the Plans,
participants are entitled to instruct the Trustee of the plan, 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.
Shares held by the ESOP for Salaried Employees which were originally
acquired with surplus assets of the Corporation's
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Retirement Income Plan (an overfunded defined benefit plan terminated on
November 21, 1988), including shares purchased with loans repaid with such
assets, generally cannot be disposed of by the Trustee, except in certain
limited circumstances which are hereinafter described. The trust instruments
authorize each Trustee of the Plans to dispose of certain allocated and
unallocated shares held by the Plans only 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 Stock instead of Class B Stock.
The aggregate number of shares beneficially owned by Mr. Figgie
excludes a total of 301,030 shares of Class B Stock beneficially owned, or that
may be deemed to be beneficially owned, by members of Mr. Figgie's immediate
family, The Figgie Family Foundation, and certain Figgie family trusts. Of the
excluded shares, Mr. Figgie's wife owned 57,881 shares of Class B Stock;
Matthew P. Figgie (Mr. Figgie's son, who lives in the same home as Mr. Figgie)
owned 465 shares of Class B Stock (excluding those held in trust noted below);
Dr. Harry E. Figgie, III (Mr. Figgie's son) beneficially owned 58,393 shares
of Class B Stock (excluding those held in trust noted below); Dr. Mark P.
Figgie (Mr. Figgie's son) owned 58,189 shares of Class B Stock (excluding those
held in trust noted below); and The Figgie Family Foundation, of which Mr.
Figgie is one of six trustees,
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owned 2,112 shares of Class B Stock. Also, of the excluded shares, 69,000
shares of Class B Stock were held in trust for Mr. Figgie's wife for which The
Wilmington Trust Company acts as trustee; 47,493 shares of Class B Stock were
held in trust for Matthew P. Figgie, for which Dr. Harry E. Figgie, III, F.
Rush McKnight, and David L. Carpenter act as trustees; 2,499 shares of Class B
Stock were held in trust for Dr. Harry E. Figgie, III, for which First Kentucky
Trust Co. acts as trustee; 2,499 shares of Class B Stock were held in trust for
Dr. Mark P. Figgie, for which First Kentucky Trust Co. acts as trustee; and
2,499 shares of Class B Stock were held in trust for Matthew P. Figgie, for
which First Kentucky Trust Co. acts as trustee.
(b) Mr. Figgie has sole voting power with respect to 850,972 shares of
Class B Stock and sole dispositive power with respect to 750,972 shares of
Class B Stock.
Mr. Figgie has shared voting and dispositive power with respect to
134,564 shares of Class B Stock owned by Clark-Reliance. Clark-Reliance is
wholly-owned by Mr. Figgie and members of his immediate family, and Mr. Figgie
is Chairman of the Board of Clark-Reliance. Mr. Figgie shares voting and
dispositive power with respect to these shares with his son, Dr. Harry E.
Figgie, III, who is a citizen of the United States. Dr. Figgie is a Director
and President of Clark-Reliance. Dr. Figgie's address is 16633 Foltz
Industrial Parkway, Strongsville, Ohio 44136. Dr. Figgie retired on May 18,
1994 from his position
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as a Director of the Corporation, and on March 16, 1994 from his employment as
Vice Chairman of Technology and Strategic Planning of the Corporation, whose
address is stated in Item 1 above. Dr. Figgie has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years. Dr. Figgie has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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.
(c) Mr. Figgie's wife retired from her position as Vice President of
Facilities Planning of the Corporation in February, 1994. On April 18, 1994,
the Corporation exercised its rights to acquire, pursuant to the provisions of
its 1993 Restricted Stock Purchase Plan for Employees (the "Restricted Stock
Plan"), from Mrs. Figgie, 1,087 shares of Class B Stock awarded to Mrs. Figgie
under the Restricted Stock Plan at a purchase price of $1.00 per share, and she
elected to have withheld by the Company under the terms of the Restricted Stock
Plan an additional 63 shares of Class B Stock, at $12.75 per share, to cover
her tax withholding obligations. On May 18, 1994, Mr. Figgie's son, Matthew
Figgie, terminated his employment as Director of Mergers and Acquisitions,
Currency Trading and Corporate Investments of the Corporation. On May 27,
1994, the Corporation exercised its right to repurchase from
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Matthew Figgie 1,593 shares of Class B Stock awarded to him under the
Restricted Stock Plan at a purchase price of $1.00 per share.
(d) Clark-Reliance possesses an ownership interest in a portion of the
securities listed or described in subsections (a) or (b) of this Item 5, and
has certain rights to the receipt of, or power to direct the receipt of,
dividends from, or the proceeds from the sale of the securities it owns.
The Plans have the right to the receipt of dividends from, and any
proceeds of the sale of, shares owned by the Plans, however, dividends on
shares allocated to the accounts of participants are allocated to such
accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
A description of the voting arrangements of the Plans is contained in
Item 5 of this Schedule 13D.
Under the Corporation's Restricted Stock Plan, a participating employee
has all of the rights of a stockholder (including voting and dividend rights)
with respect to shares acquired by him under the Restricted Stock Plan, except
that all such shares are generally subject to restrictions on their sale,
transfer, or encumbrance, which restrictions generally prohibit the participant
from disposing of such shares or interests
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therein until the earlier of July 1, 1998 (or the earlier termination of the
Restricted Stock Plan) or the normal or early retirement, death, or total
disability of the participant, and all certificates representing shares of
Class A or Class B Stock issued under the Restricted Stock Plan remain in the
custody of the Corporation until such time as the restrictions lapse. If a
participant's employment terminates prior to the lapse of restrictions on the
Restricted Stock Plan shares for any reason other than normal or early
retirement, death, or total disability, the Corporation may, within a period of
90 days following the termination of the participant's employment, repurchase
the participant's shares at a price equal to the lesser of the price paid by
the participant for such shares or the then fair market value of the shares.
However, the Corporation may, in its discretion, determine that the
Corporation's right to repurchase will not be exercised, in which case the
restrictions on transferability and disposition will lapse and the participant
will receive custody and may dispose of the shares. Upon normal or early
retirement prior to the lapse of the restrictions on a participant's shares,
the participant may be required (unless otherwise determined by the Committee)
to resell a specified percentage of the shares purchased under the Restricted
Stock Plan to the Corporation for the lesser of the price paid by the
participant for such shares or the then fair market value of the shares.
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Mr. Figgie and the Company are in discussions concerning Mr. Figgie's
separation of employment from the Company and its impact upon the Company's
repurchase rights and/or obligations under the Restricted Stock Plan with
respect to the 100,000 shares of Class B Stock and 56,450 shares of Class A
Stock issued to Mr. Figgie thereunder.
Item 7. Material to be Filed as Exhibits.
----------------------------------
See the Exhibit Index at page E-1 of this Amendment No. 1 to Schedule
13-D.
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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.
Dated: July 20, 1994
By: /s/ Harry E. Figgie, Jr.
-------------------------------
Harry E. Figgie, Jr.
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
---------- ----------- ----------
1. 1993 Restricted Stock Purchase Plan for N/A
Employees, which is incorporated herein by
reference from the Company's Form S-8
Registration Statement, File No. 33-66208.
2. Offer of Shares Pursuant to the Figgie 15
International Inc. 1993 Restricted Stock
Purchase Plan for Employees.
3. Acceptance of Offer and Escrow Agreement with 16
respect to the Figgie International Inc. 1993
Restricted Stock Purchase Plan for Employees.
4. Irrevocable Stock Power with respect to the Figgie 18
International Inc. 1993 Restricted Stock Purchase
Plan for Employees.
5. Confirmatory letter with respect to the Figgie 19
International Inc. 1993 Restricted Stock Purchase
Plan for Employees.
E-1
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EXHIBIT 2
OFFER OF SHARES PURSUANT TO THE
FIGGIE INTERNATIONAL INC.
1993 RESTRICTED STOCK PURCHASE PLAN FOR EMPLOYEES
-------------------------------------------------
To: Harry E. Figgie, Jr.
Please be advised that the Stock Option Committee (the "Committee") of the Board
of Directors of Figgie International Inc. (the "Corporation") pursuant to the
1993 Restricted Stock Purchase Plan for Employees (the "Plan") has on the date
hereof allocated to Offeree an aggregate of 56,450 shares of the Corporation's
Class A Common Stock, par value $.10 per share, and 100,000 shares of the
Corporation's Class B Common Stock, par value $.10 per share, which may be
purchased by Offeree at a purchase price of One Dollar ($1.00) per share
pursuant to the Plan.
In addition to the restrictions contained in the Plan, in the event Offeree
elects either normal retirement or early retirement, as such terms as defined
in the Figgie International Retirement Income Plan, Offeree will be required,
within ninety (90) days prior to his retirement, to return to the Corporation
for repurchase a portion of the shares of Class A and B Common Stock covered by
this Offer, as set forth below based on his date of retirement. In such event,
the Corporation will repurchase such shares from the Offeree at a price equal
to the lesser of the purchase price paid by such Offeree for such shares or the
fair market value of such shares as of the date the Corporation repurchases
such shares.
Percentage of Shares
of each Class
Date of Retirement to be Repurchased
------------------ --------------------
Between July 1, 1993 and December 31, 1993 100%
Between January 1, 1994 and June 30, 1994 90%
Between July 1, 1994 and December 31, 1994 80%
Between January 1, 1995 and June 30, 1995 70%
Between July 1, 1995 and December 31, 1995 60%
Between January 1, 1996 and June 30, 1996 50%
Between July 1, 1996 and December 31, 1996 40%
Between January 1, 1997 and June 30, 1997 30%
Between July 1, 1997 and December 31, 1997 20%
Between January 1, 1998 and July 1, 1998 10%
In order for such shares of Class A and Class B Common Stock to be purchased by
and issued to the Offeree, the Plan requires that such shares be registered or
exempt from registration under the applicable securities or blue sky laws of
the state wherein the Offeree resides, and that the Offeree, before the
expiration of sixty (60) days from the date of this Offer (unless such period
shall be extended by the Committee), execute and deliver to the Corporation's
representative named below, in duplicate, the enclosed Acceptance of Offer and
Escrow Agreement (including Stock Power attached thereto), together with the
sum of $156,450.00 in payment of the purchase price for the shares of Class A
and Class B Common Stock.
/s/ Cheri A. Costello
---------------------------
Plan Representative
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EXHIBIT 3
ACCEPTANCE OF OFFER
AND
ESCROW AGREEMENT
----------------
Figgie International Inc.
4420 Sherwin Road
Willoughby, Ohio 44094
Attention: Cheri A. Costello, Plan Representative
Gentlemen:
Delivered herewith is the sum of $156,450.00 in full payment of the purchase
price for the 56,450 shares of Class A Common Stock, par value $.10 per share
and 100,000 shares of Class B Common Stock, par value $.10 per share,
collectively, (the "Shares") of Figgie International Inc. (the "Corporation")
allocated to and purchased by me under and pursuant to the Corporation's 1993
Restricted Stock Purchase Plan for Employees (the "Plan").
I represent and agree that the Shares are being acquired by me for investment
purposes only and that I have no present intention to transfer, sell or
otherwise dispose of such Shares, except as permitted pursuant to the Plan and
in compliance with applicable securities laws. I further agree that the shares
are being acquired by me in accordance with and subject to all the terms,
provisions and conditions of the Plan.
In consideration of the Corporation's sale of the Shares to me, I hereby agree
that the certificate or certificates representing the Shares will, from the
Date of Issuance of the Shares as defined in the Plan, remain in the possession
of the Corporation to be held by it in escrow until the date upon which the
restrictions imposed upon the Shares by Sections 6, 7 and 11 of the Plan will
have lapsed in accordance with the terms and conditions thereof, whereupon the
Corporation will deliver such certificate or certificates to me free and clear
of such restrictions (unless the Shares shall have been purchased from me by
the Corporation as provided in Section 6.3 or 6.4, or withheld in accordance
with Section 11 of the Plan). To facilitate the escrow of the Shares with the
Corporation and to facilitate any repurchase or withholding of the Shares by
the Corporation pursuant to Section 6.3 or 6.4 or Section 11 of the Plan, I
have delivered herewith the attached stock power with respect to the Shares
executed by me in blank as of the date hereof.
I acknowledge and understand that during the period the Shares are held in
escrow by the Corporation, I will be entitled to vote the Shares and to receive
all dividends thereon declared and paid by the Corporation. I further
understand and agree that during the period the Shares are held in escrow by
the Corporation, I will be unable to transfer, assign, sell or pledge the
Shares as collateral for a loan.
I acknowledge that the Corporation may require that I make such provisions as
are necessary for the Corporation to satisfy its obligations, under applicable
income tax laws, to withhold for income or other taxes due upon or incident to
the lapse of restrictions imposed upon the Shares.
I understand and agree that in addition to the restrictions contained in this
Plan, I will be required to return a portion of the Shares covered by this
Agreement as set forth below in the event of my normal or early retirement
prior to the lapse of the restrictions described in and imposed upon the Shares
by Section 6 of the Plan and, in connection therewith, the Corporation (in the
Committee's discretion) will repurchase such portion of my shares at a price
equal to the lesser of the purchase price paid by me for such shares or the
fair market value of such shares as of the date they are repurchased by the
Corporation.
<PAGE> 2
Percentage of Shares
of each Class
Date of Retirement to be Repurchased
------------------ --------------------
Between July 1, 1993 and December 31, 1993 100%
Between January 1, 1994 and June 30, 1994 90%
Between July 1, 1994 and December 31, 1994 80%
Between January 1, 1995 and June 30, 1995 70%
Between July 1, 1995 and December 31, 1995 60%
Between January 1, 1996 and June 30, 1996 50%
Between July 1, 1996 and December 31, 1996 40%
Between January 1, 1997 and June 30, 1997 30%
Between July 1, 1997 and December 31, 1997 20%
Between January 1, 1998 and July 1, 1998 10%
Further, I understand and agree that I will be required to return all of the
Shares covered by this Agreement in the event of my termination of employment
prior to normal or early retirement (except for a termination due to my death
or total disability) prior to the lapse of the restrictions described in and
imposed upon the shares by Section 6 of the Plan and, in connection therewith,
the Corporation (in the Committee's discretion) will repurchase my shares at a
price equal to the lesser of the purchase price paid by me for such shares or
the fair market value of such shares as of the date they are repurchased by the
Corporation.
The provisions of this Agreement will be applicable to the Shares and to any
shares or other securities of the Corporation which may be acquired by me as a
result of a stock split or stock dividend or combination of shares or any other
change, or exchange for other securities, by reclassification, reorganization,
merger, consolidation, recapitalizing or otherwise, affecting the Shares. As
used in this Agreement, the term "the Shares" will be deemed to include any
such securities issued in respect of the Shares.
This Agreement will be binding upon and inure to the benefit of the
Corporation, myself, and its and my respective successors and legal
representatives.
This Agreement constitutes the entire agreement among the parties with respect
to the subject matter hereof, and may not be modified, amended, renewed or
terminated, nor may any term, condition or breach of any term or condition be
waived, except by a writing signed by the person or persons sought to be bound
by such modification, amendment, renewal, termination or waiver. Any waiver of
any term, condition or breach thereof shall not be a waiver of any other term
or condition or of the same term or condition for the future, or of any
subsequent breach.
In the event of the invalidity of any part or provision of this Agreement, such
invalidity shall not affect the enforceability of any other part or provision
of this Agreement.
Very truly yours,
Name: /s/ Harry E. Figgie, Jr.
--------------------------------
Address: 37001 Shaker Blvd.
------------------------------
Hunting Valley, Ohio 44022
------------------------------
Social Security No.: ###-##-####
-----------------
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EXHIBIT 4
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, Harry E. Figgie, Jr., hereby sells, assigns and transfers
unto FIGGIE INTERNATIONAL INC. Fifty-Six Thousand Four Hundred Fifty (56,450)
Shares of Class A Common Stock and One Hundred Thousand (100,000) Shares of
Class B Common Stock of FIGGIE INTERNATIONAL INC. standing in my name on the
books of said Corporation represented by Certificates Nos. FBU 9622 and FBU
9878 and does hereby irrevocably constitute and appoint the Senior Vice
President-International, General Counsel and Secretary as attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated: 8/4/93
- ----------------------
Sign Here: /s/ Harry E. Figgie, Jr.
------------------------
In The Presence of:
/s/ Cheri A. Costello
- ----------------------
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EXHIBIT 5
[FIGGIE INTERNATIONAL LOGO]
September 7, 1993
Mr. Harry E. Figgie, Jr.
c/o Figgie International Inc.
4420 Sherwin Road
Willoughby, Ohio 44094
Re: 1993 Restricted Stock Purchase Plan for Employees
Dear Mr. Figgie:
This is to confirm that, in accordance with the provisions of the
above-mentioned Plan, Figgie International Inc. is holding in escrow on your
behalf Stock Certificates Numbers FBU 9622 and FBU 9878 dated August 30, 1993,
representing 56,450 shares of the Corporation's Class A Common Stock and
100,000 shares of the Corporation's Class B Common Stock respectively.
I am enclosing a fully executed copy of the Acceptance of Offer and
Escrow Agreement for your files.
Sincerely,
Cheri A. Costello
Plan Representative
(216) 953-2854
CAC:cm
Enclosure
cc: L.A. Harthun
Prentis Trickett
