UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
Figgie International Inc.
(Name of Issuer)
Class B Common Stock, par value $.10 per share
(Title of Class of Securities)
316828607
(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 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.
- - ---------------------------
1 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 of any subsequent amendment containing informaiton 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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 316828607 Page 2 of 6 Pages
--------- ---------- -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) x
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- - ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 433,300
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 433,300
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,300
- - -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- - -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- - -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- - -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 amends the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on February 27, 1995,
as amended (the "Schedule 13D"), by Mentor Partners, L.P., a Delaware limited
partnership (the "Partnership"), relating to the Class B Common Stock, par
value $.10 per share (the "Shares"), of Figgie International Inc., a Delaware
corporation (the "Company"). Capitalized terms used and not defined herein
shall have the meanings assigned such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 3 ("Source and Amount of Funds or
Other Consideration") of the Schedule 13D is hereby amended and supplemented
by adding the following information.
The $4,151,239.76 used by the Partnership to purchase 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 accounts. All of the Shares acquired by the Partnership were
purchased in the ordinary course of the Partnership's business.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 ("Interest in Securities of the
Issuer") of the Schedule 13D is hereby amended and supplemented by adding the
following information to the respective paragraphs thereof.
(a) As of the close of business on December 27, 1995 the
Partnership beneficially owns an aggregate of 433,300 Shares (which is
approximately 9.2% of the 4,726,669 Shares outstanding as reported on
November 3, 1995 in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
(c) Transactions in the Shares in the past 60 days by the
Partnership are set forth on Schedule A attached hereto and hereby
incorporated herein by reference. Except for such transactions, no other
Page 3 of 6 Pages
<PAGE>
transactions in the Shares have been effected during the past sixty days by
the Partnership or, to its best knowledge, any Control Person.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The information set forth in Item 6 ("Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer") of
the Schedule 13D is hereby amended and supplemented by adding the following
information.
During the period commencing February 16, 1995 and ending
December 27, 1995, the Partnership completed short sales, all of which are
currently open, of 401,900 shares of the Class A Common Stock, par value $.10
per share, of the Company. The short sales were effected in transactions on
The Nasdaq National Market and the counterparties to the transactions are
unknown to the Partnership.
Page 4 of 6 Pages
<PAGE>
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, 1995
MENTOR PARTNERS, L.P.
By: DANIEL R. TISCH
-----------------------
Daniel R. Tisch
Authorized Signature
Page 5 of 6 Pages
<PAGE>
SCHEDULE A2
Acquisitions of Shares by the
Partnership During the Past Sixty Days
--------------------------------------
Transaction Aggregate Price per
Date No. Shares Price Share
- - ----------- ---------- ---------- ----------
11/20/95 30,000 $345,000.00 $11.500
11/24/95 6,000 $ 69,180.00 $11.530
11/27/95 5,000 $ 57,025.00 $11.405
11/29/95 5,000 $ 55,775.00 $11.155
12/4/95 10,000 $109,050.00 $10.905
12/6/95 9,500 $ 88,097.30 $ 9.273
12/15/95 5,000 $ 48,275.00 $ 9.655
12/19/95 5,000 $ 48,275.00 $ 9.655
12/26/95 1,600 $ 15,048.00 $ 9.405
12/27/95 12,000 $112,860.00 $ 9.405
- - --------------------------
2 All Shares were purchased in transactions on the Nasdaq National Market.
Page 6 of 6 Pages
