UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(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)
November 20, 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 filed 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 remianider 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
- --------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 374,200
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
374,200
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
374,200
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed with
the Securities and Exchange Commission (the "Commission") on
February 27, 1995 (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 $3,547,654.46 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 November 20, 1995
the Partnership beneficially owns an aggregate of 374,200 Shares
(which is approximately 7.9% 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,
Page 3 of 6 Pages
<PAGE>
no other 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 November 20, 1995, the Partnership completed short sales,
all of which are currently open, of 331,900 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: November 20, 1995
MENTOR PARTNERS, L.P.
By: DANIEL R. TISCH
----------------
Daniel R. Tisch
Authorized Signature
Page 5 of 6 Pages
<PAGE>
SCHEDULE A(2)
Acquisitions of Shares by the
-----------------------------
Partnership During the Past Sixty Days
--------------------------------------
Transaction Aggregate Price per
Date No. Shares Price Share
- ----------- ---------- ----- -------
9/27/95 5,100 $ 61,666.65 $12.092
9/28/95 800 $ 9,832.00 $12.290
10/2/95 3,500 $ 43,015.00 $12.290
11/20/95 30,000 $345,000.00 $11.500
- ------------------------
(2) All Shares were purchased in transactins on the Nasdaq
National Market.
Page 6 of 6 Pages
