SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Figgie International Inc.
(Name of Issuer)
Class B Common Stock, par value $0.10 per share
(Title of Class of Securities)
316828607
(CUSIP Number)
Daniel R. Tisch
Mentor Partners, L.P.
499 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, address and telephone number of person
authorized to receive notices and communications)
February 16, 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 /X/. (A fee is not required only if the report-
ing 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.)
(Page 1 of 9)<PAGE>
CUSIP No. 316828607 13D Page 2 of 10 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mentor Partners, L.P. 06-126-0469
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power
258,400 shares
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 258,400 shares
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
258,400 shares
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 5.2%
(14) Type of Reporting Person
PN
(Page 2 of 9)<PAGE>
Item 1. Security and Issuer.
This statement relates to the Class B Common Stock,
par value $0.10 per share (the "Shares"), of Figgie Inter-
national Inc., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 4420
Sherwin Road, Willoughby, Ohio 44094.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Part-
ners, L.P., a Delaware limited partnership (the "Partner-
ship"). The general partner of the Partnership is WTG & Co.,
L.P., a Delaware limited partnership (the "General Partner")
and the general partner of the General Partner is D. Tisch &
Co., Inc., a Delaware corporation ("D. Tisch & Co."), all of
the common stock of which is owned by Daniel R. Tisch (col-
lectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal
business of the Partnership and each of the Control Persons
is 499 Park Avenue, New York, New York 10022.
The Partnership's principal business is investment
in securities, primarily in connection with "merger" (or
"risk") arbitrage and, to a lesser extent, classic arbitrage,
including convertible securities arbitrage. The principal
businesses of the General Partner are acting as the
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investment advisor with respect to certain managed accounts
and serving as the general partner of the Partnership. The
sole business of D. Tisch & Co. is serving as the general
partner of the General Partner, and other than such service,
D. Tisch & Co. has no investment or operating history of any
kind. Daniel R. Tisch's principal occupation is that of
President and sole Director of D. Tisch & Co., and he is a
United States citizen.
Neither the Partnership nor, to its best knowledge,
any of the Control Persons has during the last five years:
(i) been convicted in a criminal proceeding (excluding traf-
fic violations or similar misdemeanors) or (ii) 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.
The $2,338,627.50 used by the Partnership to pur-
chase the Shares came from the Partnership's working capital,
which may at any given time include funds borrowed in the
ordinary course of its business activities from margin ac-
counts. All of the Shares acquired by the Partnership were
purchased in the ordinary course of the Partnership's busi-
ness.
(Page 4 of 9)<PAGE>
Item 4. Purpose of Transaction.
The Partnership acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership
from time to time evaluates its holdings of securities, and
based on such evaluation, the Partnership may determine to
acquire or dispose of securities of specific issuers.
Except as described under Item 6 of this Schedule
13D statement below, neither the Partnership nor, to its
knowledge, any of the Control Persons has any present plans
or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership beneficially owns an aggregate
of 258,400 Shares (which is approximately 5.2% of the Shares
outstanding on September 21, 1994, based on information
contained in the Company's Definitive Proxy Statement dated
September 22, 1994 which was filed with the Securities and
Exchange Commission).
Except as set forth herein, neither the Partnership
nor, to its best knowledge, any Control Person beneficially
owns any Shares.
(Page 5 of 9)<PAGE>
(b) The Partnership (through the Control Persons)
has the sole power to vote, and dispose of, all the Shares
beneficially owned by the Partnership as set forth in Item
5(a) above.
(c) Except as set forth in Exhibit A, which is
hereby incorporated herein by reference, no transactions in
the Shares have been effected during the past sixty days by
the Partnership or, to its best knowledge, any of the Control
Persons.
(d) Neither the Partnership nor, to its best know-
ledge, any of the Control Persons has or knows any other
person who has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, any Shares beneficially owned by the Partnership.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionship with Respect to Securities of the Issuer.
On February 16, 1995, the Partnership completed a
short sale, that is currently open, of 37,200 shares of the
Class A Common Stock, par value $0.10 per share (the "Class A
Shares"), of the Company. The short sale was effected by a
single transaction on The Nasdaq National Market and the
counterparty to the transaction is unknown to the Partner-
ship.
(Page 6 of 9)<PAGE>
Except as referred to or described above, there are
no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or
between any of such persons and any other person with respect
to any securities of the Company.
Item 7. Material to be Files as Exhibits.
Exhibit A -- Acquisition of Shares by the Partnership
During the Past Sixty Days.
(Page 7 of 9)<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my kno-
wledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
February 27, 1995
(Date)
/s/ Daniel R. Tisch
(Signature)
Daniel R. Tisch
General Partner
MENTOR PARTNERS, L.P.
(Name/Title)
(Page 8 of 9)<PAGE>
EXHIBIT INDEX
Exhibit A -- Acquisition of Shares by the Partnership During
the Past Sixty Days.
(Page 9 of 9)
EXHIBIT A
Acquisitions of Shares by the
Partnership During the Past Sixty Days
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
January 18, 1995 7,000 $ 45,500.00 6.500
February 16, 1995 36,000 265,500.00 7.375
February 16, 1995 1,200 9,348.00 7.790
All Shares were purchased in transactions on The Nasdaq
National Market.
