UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
November 13, 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 November 13, 1995, Mr. Joel L. Reed of Batchelder & Partners,
Inc. sent a letter to Mr. John P. Reilly, Chairman, President and CEO of
Figgie International, Inc. attaching a list of issues for Figgie
International's Board of Directors. A copy of the letter and list is
attached hereto as Exhibit 2 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 November 13, 1995 from Joel L. Reed to Mr.
John P. Reilly, Chairman, President and CEO of Figgie International, Inc.
with attached list of issues for Figgie International's Board of Directors.
<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: November 14, 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: November 14, 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 2
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
November 13, 1995
Mr. John P. Reilly
Chairman, President and CEO
Figgie International, Inc.
4420 Sherwin Road
Willoughby, OH 44094-7938
Dear Jack:
Enclosed for your review and consideration by the Figgie
International Board of Directors is a list of issues that we believe are
important to your shareholders. As we have previously indicated, we would
appreciate the opportunity to discuss these matters with the outside
directors or the full Board in conjunction with the December 5th director's
meeting.
You have stated that Figgie International is at a crossroads. We
agree. We believe that decisions taken by the Board over the next few
months will chart the future direction of Figgie. We hope you concur that
as an integral part of this decision process, your shareholders deserve a
thorough analysis of all alternatives to maximize the Company's value
for all Figgie shareholders. We also believe that open communications with
your shareholders concerning this process are appropriate and entirely
consistent with effective corporate governance.
We cannot over emphasize the importance of outside Board
representation that is dedicated to the principle of maximizing shareholder
value, assisted by independent financial and legal advisors. Our letter of
October 30, 1995 clearly stated our request in this regard.
We look forward to your reply concerning the December 5th meeting
date.
Yours truly,
/s/ Joel L. Reed
__________________
Joel L. Reed
cc: Figgie Board of Directors
<PAGE>
<PAGE> 2
Figgie International, Inc.
Issues for the Board of Directors
_________________________________
1. We have proposed that two directors dedicated to that principle of
maximizing shareholder value for all shareholders be seated on the
Board of Directors. In light of recent issues concerning the
Board's corporate governance and the stated intent of certain
directors to step down at the next annual stockholders meeting,
would the outside directors please reply as to why these or other
qualified directors who are dedicated to the same principle should
not be seated promptly?
2. Have the outside directors on the Board retained independent
financial and legal advisors to assist in analyzing all alternatives
for maximizing shareholder value?
If so, what were the findings or when are the findings expected to
be available?
If not, why not?
3. When does the Board plan to communicate to shareholders concerning
its proposed strategy to maximize the value of the Company post
those divestitures that are in process?
4. In the opinion of your financial advisors, would the separate merger
or sale of each of Interstate Electronics, Scott/Taylor
Environmental and Snorkel (collectively, the "Remaining Companies")
likely yield a greater value than the retention of these companies
in a single entity with the present corporate general and
administrative overhead?
This analysis should assume an active solicitation of potential
buyers/merger partners, including competitive and complimentary
companies, reasonable synergies of combination and the most
efficient transaction structure available for tax purposes.
<PAGE>
<PAGE> 3
5. Have your financial advisors analyzed the price/earnings ("P/E")
ratios of "pure play" publicly-traded companies in each of the
respective industry sectors in which each of the Remaining Companies
operate?
How do the mean and median P/E ratios for these pure-play companies
relate to the mean and median P/E's of the conglomerates that you
identified as peer companies in your 1995 proxy statement for the
annual meeting of shareholders.
6. What is the book value and estimated market value of real estate
that is not integral to the Company's operating businesses
(including parcels in Cleveland and Virginia)?
What is the disposal plan for these assets?
7. Do the Company's financial advisors believe that the remaining book
balance of "Net Assets Related to Discontinued Operations" is
realizable?
During what time frame?
8. Does the Company intend to disclose publicly the amount and type of
consideration and other significant terms for future divestitures of
significant assets or operating businesses promptly as those
divestitures are announced?
If not, please indicate why you believe this information should not
be made generally available to the financial markets.
<PAGE>
<PAGE> 4
9. Management has stated that corporate general and administrative
expenses that are not allocated to business segments are expected to
be in excess of $16 million in 1996. Has the Board considered the
appropriateness of this G&A level given the reduced scope for the
company's operations?
10. Will the Board confirm an annual stockholder meeting date for 1996
in accordance with management's statement that the 1996 annual
meeting date will be targeted for a more "normal" time slot, most
probably April or May?
