UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 216/247-1190
____________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 1994
________________
(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.
____________________
*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 6
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) ___
(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
760,623 Shares at December 19, 1994
NUMBER OF SHARES 8. SHARED VOTING POWER
0 Shares at December 19, 1994
BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER
750,623 Shares at December 19, 1994
EACH REPORTING PERSON 10. SHARED DISPOSITIVE POWER
10,000 Shares at December 19, 1994
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,623 Shares at December 19, 1994
12. CHECK BOX IF THE AGGREGATE AMOUNT IN _x_
ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.34%
14. TYPE OF REPORTING PERSON*
IN
________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3 of 6
This Statement on Schedule 13D is hereby amended as follows:
Item 2. Identity and Background.
_______________________
(a) - (c) Mr. Figgie's address is 37001 Shaker Boulevard,
Hunting Valley, Ohio 44022. Mr. Figgie is no longer an officer or director
of the Corporation. Mr. Figgie is presently employed as Chairman Emeritus
of the Board of Clark-Reliance Corporation, an Ohio corporation ("Clark-
Reliance"). Mr. Figgie resigned from his position as Chairman of the Board
and Chief Executive Officer of Clark-Reliance on October 19, 1994. The
principal business of Clark-Reliance is the manufacturing of fluid controls
for indication, drainage and measurement.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) Mr. Figgie beneficially owns an aggregate of 760,623
shares of Class B Stock, which constitutes approximately 15.34% of the
outstanding shares of Class B Stock as of December 19, 1994.
Included in the number of shares as to which Mr. Figgie has
sole beneficial ownership are 557 shares of Class B Stock allocated to him
under the Figgie International Inc. Stock Ownership Trust and Plan (the
"ESOP"), 532 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 14,207 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 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.
On September 30, 1994, Mr. Figgie instructed the Corporation
to: (i) sell the 557 shares of Class B Stock allocated to him under the ESOP
and the 532 shares of Class B Stock allocated to him under the ESOP for
Salaried Employees and transfer the proceeds of such sales to his account
with the Clark-Reliance Employee Profit Sharing and Savings and Trust Plan
(the "Clark-Reliance Plan"); and (ii) to transfer, in-kind, the 14,207
<PAGE> 4 of 6
shares of Class B Stock allocated to him under the Stock Bonus Plan to his
account with the Clark-Reliance Plan.
The aggregate number of shares beneficially owned by Mr.
Figgie excludes a total of 435,687 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, certain Figgie
family trusts and Clark-Reliance as of December 19, 1994.
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 58,486 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, 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
National City Bank acts as trustee; 2,499 shares of Class B Stock were held
in trust for Dr. Mark P. Figgie, for which National City Bank acts as
trustee; and 2,499 shares of Class B Stock were held in trust for Matthew P.
Figgie, for which National City Bank acts as trustee.
In addition, of the excluded shares, Clark-Reliance owns
134,564 shares of Class B Common Stock. Mr. Figgie is disclaiming
beneficial ownership of these shares because he is no longer an executive
officer of Clark-Reliance and owns only 22.7% of the outstanding shares of
common stock of Clark-Reliance. Mr. Figgie's wife owns 22.7% of the
outstanding shares of common stock of Clark-Reliance and each of his adult
sons, Dr. Harry E. Figgie, III, Dr. Mark P. Figgie, and Mathew P. Figgie,
owns 18.2% of the outstanding shares of common stock of Clark-Reliance.
(b) Mr. Figgie has sole voting power with respect
to 760,623 shares of Class B Stock, sole dispositive power with respect to
750,623 shares of Class B Stock, and shared dispositive power with respect
to 10,000 shares of Class B Stock issued to Mr. Figgie under the 1993
Restricted Stock Purchase Plan for Employees (the "Restricted Stock Plan")
that were not repurchased by the Corporation on or about August 10, 1994.
(c) On or about August 10, 1994, the Corporation
repurchased 90,000 of the 100,000 shares of Class B Stock and 50,805 shares
of the 56,450 shares of Class A Common Stock issued to Mr. Figgie under the
Restricted Stock Plan, at a price of $1.00 per share, in accordance with the
terms of such plan.
On September 30, 1994, Mr. Figgie instructed the Corporation
to: (i) sell the 557 shares of Class B Stock allocated to him under the ESOP
and the 532 shares of Class B Stock allocated to him under the ESOP for
Salaried Employees and transfer the proceeds of such sales to his account
with the Clark-Reliance Plan; and (ii) to transfer, in-kind, the 14,207
shares of Class B Stock allocated to him under the Stock Bonus Plan to his
account with the Clark-Reliance Plan.
<PAGE> 5 of 6
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
________________________________________________________
Mr. Figgie and the Corporation remain in discussions
concerning the Corporation's repurchase rights and/or obligations under the
Restricted Stock Plan with respect to the remaining 10,000 shares of Class B
Stock and the remaining 5,645 shares of Class A Stock issued to Mr. Figgie
thereunder.
<PAGE> 6 of 6
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: December 28, 1994
By: /S/ Harry E. Figgie, Jr.
_____________________________
Harry E. Figgie, Jr.
