UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
FIGGIE INTERNATIONAL INC.
__________________________
(Name of Issuer)
Class B Common Stock, par value $.10 per share
______________________________________________
(Title of Class of Securities)
316828 60 7
___________
(CUSIP Number)
Harry E. Figgie, Jr.
37001 Shaker Boulevard
Hunting Valley, OH 44022 216/572-1500
_________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1995
________________
(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 10 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).
<PAGE> 2 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
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) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
609,534
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 2,112
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
609,534
10 SHARED DISPOSITIVE POWER
2,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
611,646
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
12.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 3 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy F. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mrs. Figgie is a citizen of the United States
7 SOLE VOTING POWER
57,881
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
57,881
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 4 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry E. Figgie, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
105,995
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
105,995
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,995
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 5 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark P. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
58,189
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
58,189
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
58,189
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 6 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew P. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
613.4
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
613.4
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
613.4
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0.0 %
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 7 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Figgie Family Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Figgie Family Foundation is organized under
the laws of the State of Ohio.
7 SOLE VOTING POWER
2,112
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
2,112
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0.0 %
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 8 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark-Reliance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Clark-Reliance Corporation is a Delaware corporation
7 SOLE VOTING POWER
134,564
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
134,564
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
134,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
2.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> 9 of 10
This Statement on Schedule 13D is hereby amended as follows:
Item 4. Purpose of Transaction
______________________
On October 30, 1995, Mr. Joel L. Reed of Batchelder & Partners, Inc.
sent a letter to the Board of Directors of Figgie International, Inc. A
copy of the letter is attached hereto as Exhibit 2 and is incorporated
herein by reference. On October 30, 1995, Mr. Reed sent a letter to Mr.
John P. Reilly, Chairman, President and CEO of Figgie International, Inc. A
copy of the letter is attached hereto as Exhibit 3 and is incorporated
herein by reference.
Other than as set forth above, there are no changes in this Item.
Item 7. Material to Be Filed as Exhibits
________________________________
Exhibit 1 - Joint Filing Agreement under Section 13d-1(f) of the 34
Act.
Exhibit 2 - Letter dated October 30, 1995 from Joel L. Reed to the
Board of Directors of Figgie International, Inc.
Exhibit 3 - Letter dated October 30, 1995 from Joel L. Reed to Mr.
John P. Reilly, Chairman, President and CEO of Figgie International, Inc.
<PAGE>
<PAGE> 10 of 10
SIGNATURES
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: October 31, 1995
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.
By: /s/ Nancy F. Figgie
_________________________
Nancy F. Figgie
By: /s/ Harry E. Figgie, III
_________________________
Harry E. Figgie, III
By: /s/ Mark P. Figgie
_________________________
Mark P. Figgie
By: /s/ Matthew P. Figgie
_________________________
Matthew P. Figgie
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.
for the Figgie Family
Foundation
By: /s/ Harry E. Figgie, III
__________________________
Harry E. Figgie, III for
the Clark-Reliance
Corporation
Exhibit 1
JOINT FILING AGREEMENT AMONG
HARRY E. FIGGIE, JR., NANCY F. FIGGIE,
HARRY E. FIGGIE, III, MARK P. FIGGIE, MATTHEW P. FIGGIE,
THE FIGGIE FAMILY FOUNDATION, THE CLARK-RELIANCE CORPORATION
WHEREAS, in accordance with Rule 13d-1(f) under the
Securities and Exchange Act of 1934 (the "Act"), only one joint Statement
and any amendments thereto need be filed whenever one or more persons are
required to file such a Statement or any amendments thereto pursuant to
Section 13(d) of the Act with respect to the same securities, provided that
said persons agree in writing that such Statement or any amendments thereto
is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Harry E. Figgie, Jr., Nancy F. Figgie, Harry E. Figgie, III,
Mark P. Figgie, Matthew P. Figgie, The Figgie Family Foundation, and the
Clark-Reliance Corporation do hereby agree, in accordance with Rule 13d-1(f)
under the Act, to file an amended Schedule 13D relating to their ownership
of the Class B Common Stock of Figgie International, Inc., and do hereby
further agree that said Amendment shall be filed on behalf of each of them.
Dated: October 31, 1995
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.
By: /s/ Nancy F. Figgie
_________________________
Nancy F. Figgie
By: /s/ Harry E. Figgie, III
_________________________
Harry E. Figgie, III
By: /s/ Mark P. Figgie
_________________________
Mark P. Figgie
By: /s/ Matthew P. Figgie
_________________________
Matthew P. Figgie
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.,
for the Figgie Family Foundation
By: /s/ Harry E. Figgie, III
_________________________
Harry E. Figgie, III for
the Clark-Reliance Corporation
BATCHELDER & PARTNERS, INC.
4330 LaJolla Village Drive, Suite 200
San Diego, California 92122
Joel L. Reed Telephone: (619) 456-6655
Partner Telecopier: (619) 456-7969
October 30, 1995
Board of Directors
Figgie International, Inc.
4420 Sherwin Road
Willoughby, OH 44094-7938
Gentlemen:
Our firm represents the Figgie family as significant shareholders
who desire that the value of Figgie International shares be maximized for
the benefit of all shareholders. We have had several discussions with Mr.
Jack Reilly and his corporate staff concerning meeting with the Figgie Board
of Directors to discuss matters that we believe are of paramount interest to
all shareholders. We have been led to believe that time would be allotted
at the next regularly scheduled meeting on December 5, 1995. Most recently,
however, one of Mr. Reilly's staff indicated that even this date may not be
possible. Apparently, a decision as to whether the Board will meet with us
must await management's review and approval of a written outline of issues
that we offered to provide in advance of the discussion.
We would be quite surprised if in the Board's exercise of its
fiduciary responsibilities to shareholders, you directed management to
screen important shareholder communications particularly when such
communications are being requested by one of the Company's largest
shareholders. We believe that effective corporate governance requires an
involved and independent board that is open and accessible to the
shareholders it represents. Our communications with management have been
constructive and professional. We believe that a dialogue also should be
established with the Board and that such communications encourage trust and
cooperation.
We request the opportunity to meet with the outside directors or the
full Board at your earliest convenience which we still assume will be no
later than December 5th. We will comply with management's request that they
be given the opportunity to review a written outline of issues to be
included for consideration at that meeting.
In the meantime, we have two matters that we believe merit your
prompt consideration. We have proposed that two directors who are committed
to exploring all alternatives for maximizing the value of Figgie for all
shareholders be seated on the Figgie Board. We understand that certain
continuing directors have indicated a willingness or desire to step down
<PAGE>
Board of Directors - 2 - October 30, 1995
at or before the next annual meeting. At management's request we have
submitted two names for consideration by the nominating committee. We wish
to emphasize that we are willing to discuss those candidates or other
mutually acceptable, qualified individuals of a stature that would assure
all shareholders that they are well represented.
A second matter for your early consideration is the process by which
the Board will explore ways to maximize the value of Figgie for all
shareholders. We believe that this process will be increasingly critical to
shareholders' interests as the current phase of divestitures nears
completion and decisions confront the Board concerning how best to maximize
the value of the remaining business units. Considering the far reaching
strategic nature of these decisions, we believe the Board should retain
independent financial advisors, who report directly to a committee of
outside directors, to undertake a thorough review of all alternatives. The
outside directors may also wish to obtain independent legal counsel to
advise them concerning their fiduciary duties throughout this process.
We appreciate your consideration of these matters and the issues
that we will forward to management. We desire (and believe that other
stockholders desire) a constructive dialogue with thoughtful attention given
to these important decisions.
Yours truly,
/s/ Joel L. Reed
________________
Joel L. Reed
BATCHELDER & PARTNERS, INC.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
Joel L. Reed Telephone: (619) 456-6655
Partner Telecopier: (619) 456-7969
October 30, 1995
Mr. John P. Reilly
Chairman, President and CEO
Figgie International, Inc.
4420 Sherwin Road
Willoughby, OH 44094-7938
Dear Jack:
Keith Mabee has advised me that a final decision concerning
a meeting with your Board on December 5, 1995 must await your review of a
written outline of issues to be discussed. We are confused by the sudden
reluctance to commit to a meeting even at that late date, given the history
of our discussions in which you stated that you did not intend to become a
"gatekeeper" for the Board of Directors. This response is particularly
puzzling since when we requested that you consider an earlier meeting, you
indicated that you thought December 5th would be soon enough and that you
were not inclined to call a meeting before then.
We have expressed our request for a meeting in a separate
letter to the Figgie Board of Directors and will comply with your request to
review a written outline of issues that we currently intend to discuss at
that meeting. A compilation of these issues is in process.
Separately, Mr. Mabee informed me that you did not intend to
comply with Mr. Figgie's request included in his October 11, 1995 letter,
which asked that you provide supplementary information to the stockholder
record list you recently provided. On several occasions, members of your
staff and Mr. Mabee have indicated that such information exists and is used
to keep track of the beneficial owners of Figgie shares. The fact that over
85% of your voting shares (excluding the Figgie family and certain other
shares that we understand did not vote) voted on routine matters at your
recent annual meeting, suggests that someone had information that enabled
effective contact with the shareholders.
<PAGE>
Mr. John P. Reilly - 2 - October 30, 1995
We hope you share our view that effective communication
among shareholders in accordance with SEC guidelines is desirable and
consistent with effective corporate governance. We see no useful purpose in
denying any shareholder access to information that will facilitate these
communications.
We respectfully request that you reconsider your position
and provide any relevant records, files, notes or other information in your
possession or the possession of your agents concerning means of contacting
beneficial holders of each of the classes of the Figgie common stock.
Yours truly,
/s/ Joel L. Reed
________________
Joel L. Reed.
