UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
September 11, 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 16 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>
<PAGE> 2 of 16
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
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 609,534
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,112
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 609,534
REPORTING
PERSON 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 16
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
SC, PF, OO
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 9 SOLE DISPOSITIVE POWER
REPORTING 57,881
PERSON
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 16
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
SC, OO
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 9 SOLE DISPOSITIVE POWER
REPORTING 105,995
PERSON
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 16
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
PF, OO
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 9 SOLE DISPOSITIVE POWER
REPORTING 58,189
PERSON
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 16
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
SC, OO
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 9 SOLE DISPOSITIVE POWER
REPORTING 613.4
PERSON
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 16
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
OO
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 9 SOLE DISPOSITIVE POWER
REPORTING 2,112
PERSON
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 16
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
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
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 9 SOLE DISPOSITIVE POWER
REPORTING 134,564
PERSON
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 16
This Statement on Schedule 13D is hereby amended as
follows:
Item 2. Identity and Background.
_______________________
(a) - (c) The principal business of the Clark-Reliance
Corporation, a Delaware corporation ("Clark-Reliance"), is the manufacturing
of fluid controls for indication, drainage and measurement. The principal
business and office address of Clark-Reliance is 16633 Foltz Industrial
Parkway, Strongsville, Ohio 44136. Mr. Harry E. Figgie Jr. and his wife,
Nancy F. Figgie each own 22.7% of the outstanding shares of common stock of
Clark-Reliance. Each of their adult sons, Dr. Harry E. Figgie, III, Dr.
Mark P. Figgie, and Matthew P. Figgie, owns 18.2% of the outstanding shares
of common stock of Clark-Reliance.
Mrs. Nancy F. Figgie's address is 37001 Shaker Boulevard,
Hunting Valley, Ohio 44022. Mrs. Figgie is presently employed as a director
on the Board of Clark-Reliance. Dr. Harry E. Figgie, III is presently
employed as Chief Executive Officer and Chairman of the Board of Clark-
Reliance. Mr. Matthew P. Figgie is presently employed as Vice President of
Mergers, Acquisitions and Corporate Investments and as a director on the
Board of Clark-Reliance. Dr. Mark P. Figgie is presently principally
employed as an orthopedic surgeon at Hospital for Special Surgery, 535 East
70th Street, New York, New York 10021. Mark Figgie is also a director on
the Board of Clark-Reliance.
The Figgie Family Foundation (the "Foundation") is a
501(c)(3) charitable foundation organized under the laws of the State of
Ohio. The Foundation's address is 925 Euclid Avenue, Suite 1525, Cleveland
Ohio 44115-1407, Att'n Richard Tomer. The trustees of the Foundation are
Harry E. Figgie, Jr., Nancy F. Figgie, Harry E. Figgie, III, Mark P. Figgie,
David L. Carpenter, and Richard Tomer. David L. Carpenter is presently
employed as a partner in the law firm of Calfee, Halter & Griswold, 800
Superior Avenue, Cleveland Ohio 44114. Mr. Tomer is principally employed as
President of the Andrews Foundation, a 501(c)(3) charitable foundation. Mr.
Tomer's business address is 925 Euclid Avenue, Suite 1525, Cleveland Ohio
44115-1407.
(d) - (f) None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or 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. All of the Reporting Persons who are natural persons
are citizens of the United States.
To the knowledge of the Reporting Persons, neither Mr.
Carpenter nor Mr. Tomer has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or 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
<PAGE> 10 of 16
securities laws or finding any violation with respect to such laws. Mr.
Carpenter and Mr. Tomer are citizens of the United States.
Other than as set forth above, there are no changes in this
item.
Item 3. Source and Amount of Funds or Other Consideration
_________________________________________________
Mrs. Nancy F. Figgie acquired Class B stock of the
Corporation in various transactions including: (i) open market purchases
with her private funds in November, 1992; (ii) as a gift from Harry E.
Figgie, Jr.; and (iii) shares issued under the Corporation's 1993 Restricted
Stock Purchase Plan for Employees (the "1993 RSPP") in August 1993.
Dr. Harry E. Figgie, III acquired Class B stock of the
Corporation in various transactions including (i) as a gift from Harry E.
Figgie, Jr.; (ii) shares issued under the Corporation's 1988 Restricted
Stock Purchase Plan for Employees (the "1988 RSPP"); (iii) shares issued
under the 1993 RSPP (all of these shares were subsequently repurchased by
the Corporation upon the termination of Dr. Figgie's employment with the
Corporation in accordance with the terms of the RSPP); and (iv) as a
participant in the Corporation's Employee Stock Ownership Plan ("ESOP") and
Employee Stock Bonus Trust and Plan ("Stock Bonus Plan").
Dr. Mark P. Figgie acquired Class B stock of the Corporation
in various transactions including (i) open market purchases with his private
funds in October 1992, September 1993 and October 1993; and (ii) as a gift
from Harry E. Figgie, Jr.
Mr. Matthew P. Figgie acquired Class B stock of the
Corporation in various transactions including (i) as a gift from Harry E.
Figgie, Jr.; (ii) shares issued under the 1993 RSPP (all of these shares
were subsequently repurchased by the Corporation upon the termination of
Matthew Figgie's employment with the Corporation in accordance with the
terms of the RSPP); and (iii) as a participant in the Corporation's ESOP,
Stock Bonus Plan, and Employee Stock Ownership Plan for Salaried Employees
("ESOP for Salaried Employees").
The Figgie Family Foundation acquired Class B stock of the
Corporation in transactions including (i) as a gift from Harry E. Figgie,
Jr.; and (ii) as a result of the conversion of 4-3/8% Convertible
Subordinated Debentures of Figgie International Holdings, Inc. in 1986.
Clark-Reliance acquired Class B stock of the Corporation in
various transactions using its working capital as its source of funds.
Other than as set forth above, there are no changes in this
item.
Item 4. Purpose of Transaction
______________________
On September 11, 1995 the Reporting Persons formed a group
for the purpose of disposing of their investment in the Issuer, and Harry E.
Figgie, Jr. engaged Batchelder & Partners, Inc. (the "Financial Advisor") to
act as his financial advisor with respect to his investment in the Issuer.
<PAGE> 11 of 16
A copy of the engagement letter is attached hereto as Exhibit 2 and is
incorporated herein by reference.
With the advice and assistance of the Financial Advisor, the
Reporting Persons or their Financial Advisor intend to explore alternatives
for maximizing the value of the Issuer's shares for all shareholders and for
providing liquidity for their investment. The Reporting Persons and their
Financial Advisor intend to communicate with management and the Board of
Directors in order to influence their consideration of ways in which all
shareholders might benefit by maximizing the value of their investment in
the Issuer, including by pursuing transactions involving a merger of the
Issuer with another company or a sale of all or substantially all the assets
of the Issuer. The Reporting Persons or their Financial Advisor intend to
discuss with management of the Issuer the Reporting Persons' desire to
nominate one or more directors to the board who are committed to maximizing
shareholder value. The Reporting Persons do not currently intend to seek
control of the board, but reserve the right to seek control of the board if
it is necessary to do so to effect a transaction or transactions they
believe will maximize the value of the Securities.
None of the Reporting Persons has any intention of
(i) becoming a Director of the Issuer, (ii) acquiring control of the Issuer
by means of tender offer, merger or other combination, or (iii) seeking
involvement in a management or executive role with the Issuer. The
Reporting Persons may dispose of some or all of their positions in the
Securities, depending on the price of the shares, timing, and personal
financial circumstances.
Other than as set forth above, there are no changes in this
Item.
Item 5. Interest in Securities of the Issuer
____________________________________
Mr. Harry E. Figgie, Jr.:
(a) Mr. Figgie beneficially owns an aggregate of 611,646
shares of Class B Stock, which constitutes approximately 12.9% of the
outstanding shares of Class B Stock as of July 10, 1995, as reported in the
Corporation's Form 10-Q for the quarter ended June 30, 1995.
Included in the number of shares as to which Mr. Figgie has
beneficial ownership are 10,000 shares of Class B Stock issued to Mr. Figgie
under the 1993 Restricted Stock Purchase Plan for Employees, which were
previously reported to be the subject of discussion between Mr. Figgie and
the Corporation. Pursuant to a Stipulation and Agreement of Compromise and
Settlement in Charles B. Miner v. Harry Figgie, Jr., et al., No. 93 CV001575
(Court of Common Pleas, Lake County, Ohio), approved by the trial court on
August 10, 1995 ("the Settlement"), Mr. Figgie would retain these 10,000
shares of Class B Stock. The "Effective Date" of the Settlement, however,
has not yet occurred.
The aggregate number of shares beneficially owned by Mr.
Figgie excludes a total of 566,489.4 shares of Class B Stock beneficially
owned, or that may be deemed to be beneficially owned, by members of Mr.
Figgie's immediate family, certain Figgie family trusts and Clark-Reliance.
<PAGE> 12 of 16
Of the excluded shares, Mr. Figgie's wife owned 57,881
shares of Class B Stock (excluding those held in trust noted below); Matthew
P. Figgie (Mr. Figgie's son) owned 613.4 shares of Class B Stock (excluding
those held in trust noted below); Dr. Harry E. Figgie, III (Mr. Figgie's
son) beneficially owned 105,995 shares of Class B Stock (excluding those
held in trust noted below); and Dr. Mark P. Figgie (Mr. Figgie's son) owned
58,189 shares of Class B Stock (excluding those held in trust noted below).
Also, of the excluded shares, 201,750 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 acts as trustee (this amount was
also included in the shares listed above for Dr. Figgie); 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.
(b) Mr. Figgie has sole voting and dispositive power with
respect to 609,534 shares of Class B Stock. Mr. Figgie has shared voting
and dispositive power with respect to 2112 shares of Class B Stock held by
the Figgie Family Foundation.
(c) Pursuant to the Settlement approved by the Lake County,
Ohio Court of Common Pleas on August 10, 1995, Mr. Figgie retained the
rights to 10,000 shares of Class B Stock issued to him under the Restricted
Stock Plan in accordance with the terms of such plan.
On September 8, 1995, Mr. Figgie arranged for the transfer
of 150,000 shares of Class B Stock to a trust for the benefit of Nancy F.
Figgie for which The Wilmington Trust Company acts as trustee. No
consideration was paid or received in this transaction.
Mrs. Nancy F. Figgie:
(a) Mrs. Figgie beneficially owns an aggregate of 57,881
shares of Class B Stock, which constitutes approximately 1.2% of the
outstanding shares of Class B Stock as of July 10, 1995, as reported in the
Corporation's Form 10-Q for the quarter ended June 30, 1995.
The aggregate number of shares beneficially owned by Mrs.
Figgie excludes a total of 201,750 shares of Class B stock held in trust for
Mrs. Figgie for which The Wilmington Trust Company acts as trustee.
(b) Mrs. Figgie has sole voting and dispositive power with
respect to 57,881 shares of Class B Stock.
(c) On September 8, 1995, Mr. Figgie arranged for the
transfer of 150,000 shares of Class B Stock to a trust for the benefit of
Nancy F. Figgie for which The Wilmington Trust Company acts as trustee. No
consideration was paid or received in this transaction.
Harry E. Figgie, III:
(a) Dr. Harry E. Figgie, III may be deemed to beneficially
own an aggregate of 105,995 shares of Class B Stock, which constitutes
<PAGE> 13 of 16
approximately 2.2% of the outstanding shares of Class B Stock as of July 10,
1995, as reported in the Corporation's Form 10-Q for the quarter ended June
30, 1995.
Included in the number of shares as to which Dr. Figgie has
beneficial ownership are 372 shares of Class B Stock allocated to him under
the Issuer's ESOP for Salaried Employees. Under the terms of the ESOP for
Salaried Employees, 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 Issuer 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.
The aggregate number of shares beneficially owned by Dr.
Figgie excludes a total of 2,499 shares of Class B stock held in trust for
Dr. Figgie for which National City Bank acts as trustee.
(b) Dr. Figgie has sole voting and dispositive power with
respect to 58,502 shares of Class B Stock. Dr. Figgie also has sole voting
and dispositive power with respect to 47,493 shares of Class B Stock held in
trust for Matthew P. Figgie, for which Dr. Figgie acts as trustee.
(c) Pursuant to the election of Dr. Figgie dated July 30,
1995, 418.834 shares of Class B Stock previously issued to Dr. Figgie as a
participant in the ESOP and 206.190 shares Class B Stock previously issued
to Dr. Figgie as a participant in the Stock Bonus Plan were directly rolled
over to Dr. Figgie's Employee Profit Sharing and Savings Plan and Trust
account at Clark-Reliance on or about August 31, 1995.
Mark P. Figgie:
(a) Dr. Mark P. Figgie beneficially owns an aggregate of
58,189 shares of Class B Stock, which constitutes approximately 1.2% of the
outstanding shares of Class B Stock as of July 10, 1995, as reported in the
Corporation's Form 10-Q for the quarter ended June 30, 1995.
The aggregate number of shares beneficially owned by Dr.
Mark Figgie excludes a total of 2,499 shares of Class B stock held in trust
for Dr. Mark Figgie for which National City Bank acts as trustee.
(b) Dr. Mark Figgie has sole voting and dispositive power
with respect to 58,189 shares of Class B Stock.
Matthew P. Figgie:
(a) Mr. Matthew P. Figgie beneficially owns an aggregate of
613.4 shares of Class B Stock, which constitutes less than .1% of the
outstanding shares of Class B Stock as of July 10, 1995, as reported in the
Corporation's Form 10-Q for the quarter ended June 30, 1995.
The aggregate number of shares beneficially owned by Matthew
Figgie excludes (i) a total of 2,499 shares of Class B stock held in trust
for Matthew Figgie for which National City Bank acts as trustee; and (ii) a
total of 47,493 shares of Class B stock held in trust for Matthew Figgie for
which Dr. Harry E. Figgie, III acts as trustee.
<PAGE> 14 of 16
(b) Mr. Matthew Figgie has sole voting and dispositive
power with respect to 613.4 shares of Class B Stock.
(c) Pursuant to the election of Matthew Figgie dated July
29, 1995, 76.065 shares of Class B Stock previously issued to Matthew Figgie
as a participant in the ESOP, 4.855 shares Class B Stock previously issued
to him as a participant in the Stock Bonus Plan, and 67.446 shares of Class
B Stock previously issued to him as a participant in the ESOP for Salaried
Employees were directly rolled over to Matthew Figgie's Employee Profit
Sharing and Savings Plan and Trust account at Clark-Reliance on or about
August 31, 1995.
The Figgie Family Foundation:
(a) The Figgie Family Foundation beneficially owns an
aggregate of 2,112 shares of Class B Stock, which constitutes less than .1%
of the outstanding shares of Class B Stock as of July 10, 1995, as reported
in the Corporation's Form 10-Q for the quarter ended June 30, 1995.
(b) The Figgie Family Foundation has sole voting and
dispositive power with respect to 2,112 shares of Class B Stock.
The Clark-Reliance Corporation:
(a) Clark-Reliance beneficially owns an aggregate of
134,564 shares of Class B Stock, which constitutes 2.8% of the outstanding
shares of Class B Stock as of July 10, 1995, as reported in the
Corporation's Form 10-Q for the quarter ended June 30, 1995.
(b) Clark-Reliance has sole voting and dispositive power
with respect to 134,564 shares of Class B Stock.
Class A Common Stock:
In addition to the Class B shares discussed above, the
Reporting Persons beneficially own Class A Common Stock in the following
amounts: Harry E. Figgie, Jr. has sole voting and dispositive power with
respect to 328,060 shares of Class A stock. Harry E. Figgie, Jr. has shared
voting and dispositive power with respect to 1500 shares of Class A stock
held by the Figgie Family Foundation. Nancy F. Figgie has sole voting and
dispositive power with respect to 58 shares of Class A stock. Harry E.
Figgie, III has sole voting and dispositive power with respect to 9,343
shares of Class A stock (including 761 shares held in the Issuer's ESOP for
Salaried Employees). As a trustee, Harry E. Figgie, III has shared voting
and dispositive power with respect to 10,000 shares of Class A stock held in
trust for the benefit of his children and Mark P. Figgie's children. The
other trustee of that trust is David L. Carpenter. Matthew P. Figgie has
sole voting and dispositive power with respect to 152.309 shares of Class A
stock. Clark-Reliance Corporation has sole voting and dispositive power
with respect to 37,844 shares of Class A stock. The Figgie Family
Foundation has sole voting and dispositive power with respect to 1500 shares
of Class A stock. The above amounts do not include 7,497 shares of Class A
stock held in three separate trusts, each holding 2,499 shares, for the
benefit of Harry E. Figgie, III, Mark P. Figgie, and Matthew P. Figgie, for
which National City Bank acts as trustee.
Other than as set forth above, there are no changes in this
item.
<PAGE> 15 of 16
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
________________________________________
The information set forth in Item 4 above 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 - Engagement agreement between Batchelder &
Partners, Inc. and the Reporting Persons.
<PAGE>
<PAGE> 16 of 16
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: September 11, 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: September 11, 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
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
September 11, 1995
Mr. Harry E. Figgie, Jr.
c/o Clark-Reliance Corporation
16633 Foltz Industrial Parkway
Strongsville, Ohio 44136
Dear Mr. Figgie:
This is to confirm our understanding that you have engaged
Batchelder & Partners, Inc. ("B&P") to act as your financial advisor with
respect to your investment in Figgie International, Inc., its successors and
assignees (the "Company").
In connection with this assignment, we will provide advice
and assistance in exploring alternatives to maximize the Company's
shareholder value and provide liquidity for your investment, and such advice
and assistance as you may reasonably require to achieve your objective. B&P
and you agree that strategies developed and actions pursued shall not
include transactions whereby one shareholder or shareholder group receives
consideration from the Company that is not made available to all of the
Company's shareholders, unless such consideration is part of a transaction
that is approved by a vote in which all of the Company's shareholders are
eligible to participate.
Our aggregate compensation for the services referred to
above will be as follows:
(a) A retainer fee of $250,000 payable in cash in four
equal installments of $62,500 on each of the
following dates: upon the signing of this
agreement, November 1, 1995, February 1, 1996 and
May 1, 1996; plus
(b) In the event that you or any of the parties listed
on Appendix A dispose of shares constituting 75
percent or more of the aggregate shares listed
on Appendix A, you shall pay to us a fee equal to
$1 million; or
<PAGE>
Mr. Harry E. Figgie, Jr. -2- September 11, 1995
(c) In the event that you or any of the parties listed
on Appendix A sell shares, warrants or other
securities of the Company ("Securities") and
realize a Profit (as hereinafter defined) with
respect thereto, you will pay to us a fee equal to
the one-half of first $2 million of such Profit,
for a total fee pursuant to this subparagraph of $1
million.
Any fee payable pursuant to either subsection (b) or (c) of this paragraph
shall be credited against any fee payable pursuant to the other of those two
subsections with the result being that the aggregate fee payable pursuant to
subsections (b) and (c) hereof shall in no event exceed $1 million.
Any fee payable to us shall be paid in cash at the
consummation of the particular transaction giving rise to such fee. For
purposes of subparagraph (c) above, "Profit" shall mean the excess (if any)
of the "Value" received by you or any of the parties listed on Appendix A
upon the final disposition of the Securities over the "Base Value" of the
Securities sold. "Value" shall mean (i) with respect to cash consideration,
the amount of such cash; (ii) with respect to non-cash consideration
consisting of marketable securities, the average closing price of such
securities on their principal trading market on the tenth through the sixth
trading days preceding issuance or transfer thereof to the seller; and (iii)
with respect to non-cash consideration other than marketable securities, the
fair value thereof as agreed by you and us. "Base Value" shall mean for
purposes of common shares held by you or any of the parties listed on
Appendix A as of the date hereof, $8.45 per common share. Base Value shall
be appropriately adjusted to reflect any stock dividend, stock split,
extraordinary cash or non-cash distribution or similar event. If any
Securities have not been sold as of the date that is three years after the
first sale of Securities by you or any of the parties listed on Appendix A
(the "Anniversary Date"), Profit shall be computed as if the remaining
Securities were sold at the average closing price of such Securities on
their principal trading market on the tenth through the sixth trading days
preceding the Anniversary Date and, if the Profit so computed exceeds
amounts previously paid pursuant to subparagraph (c) above, a fee shall be
paid as if such Securities had been sold on that date. You agree to provide
us a computation of Profit certified by a financial advisor.
You agree that if you require other financial advisory or
related services relative to your ownership of Securities, you will offer to
retain B&P therefor on mutually acceptable terms for which B&P will be paid
fees that are normal and customary. This obligation shall not apply with
respect to matters for which you retain Carpediem Capital.
In addition to the foregoing compensation, you shall
reimburse us (or cause us to be reimbursed) for our reasonable out-of pocket
expenses, which shall include the reasonable fees and disbursements of our
counsel. We shall not incur expenses, other than for normal travel, in
excess of $10,000 and in any event will not incur more the $50,000 in total
expenses without your approval, which approval shall not be unreasonably
withheld.
<PAGE>
Mr. Harry E. Figgie, Jr. -3- September 11, 1995
Since we will be acting on your behalf, you are agreeing to
provide us with indemnification pursuant to the letter of even date herewith
from you to us.
It is understood that our services may be terminated by you
or by us upon written notice at any time and, in any event, shall terminate
on August 31, 1996 unless extended by mutual agreement, without liability or
continuing obligation (except for any compensation theretofore earned
hereunder, including amounts payable subsequently pursuant to paragraphs
three (c) and four hereof, and expenses theretofore incurred and except that
(i) if you terminate our services, any unpaid retainer amounts shall
continue to be paid when due and (ii) if within 24 months after termination
any of the events described in subparagraphs (b) or (c) of paragraph three
shall occur, then we shall be entitled to compensation pursuant to such
applicable subparagraphs, giving effect to paragraph four, if applicable, to
the same extent as if our services had not been terminated).
Notwithstanding the foregoing, the indemnity provisions described in the
preceding paragraph shall survive such termination.
You represent that the common shares listed opposite your
name on Appendix A are, unless otherwise indicated thereon, and shall
remain, free from any encumbrances or obligations that might restrict their
availability to satisfy any obligations, including without limitation,
indemnification, arising pursuant to this agreement.
Except as required by law, any advice (written or oral)
rendered by us pursuant to this letter may not be disclosed publicly without
our prior written consent, which consent shall not be unreasonably withheld.
Please confirm that the foregoing is in accordance with your
understanding by signing and returning the duplicate of this letter attached
hereto, which shall thereupon constitute a binding agreement.
Very truly yours,
BATCHELDER & PARTNERS, INC.
By: /s/ Joel L. Reed
________________________
Joel L. Reed, Partner
Confirmed:
MR. HARRY E. FIGGIE, JR.
/S/ HARRY E. FIGGIE, JR.
________________________
Date: Sept. 11, 1995
__________________<PAGE>
Mr. Harry E. Figgie, Jr. -4- September 11, 1995
Appendix A
__________
Figgie Affiliates' and Associates' Holdings in
Figgie International, Inc.
Shares Held <F1>
Affiliate or Associate Class A Common Class B Common
______________________ ______________ ______________
Mr. Harry E. Figgie, Jr. 328,060 609,534 <F2>
Mrs. Harry E. Figgie, Jr. 58 57,881
Dr. Harry E. Figgie, III 9,343 58,502
Dr. Mark Figgie -- 58,189
Mr. Matthew Figgie 152.3 613.4
Clark-Reliance Corporation 37,844 134,564
__________________________
Figgie Family Trusts:
____________________
Mrs. Harry E. Figgie, Jr. Trust -
Wilmington Trust Company, Trustee -- 201,750
Matthew Figgie Trust-
Dr. Harry E. Figgie, III, Trustee -- 47,493
Harry E. Figgie, III-
National City Bank, Trustee 2,499 2,499
Mark Figgie Trust-
National City Bank, Trustee 2,499 2,499
Matthew Figgie Trust-
National City Bank, Trustee 2,499 2,499
Family Foundation 1,500 2,112
_________ ___________
Totals 384,454.3 1,178,135.4
_________ ___________
_________ ___________
[FN]
<F1> Includes beneficial ownership through employee benefit plans.
<F2> Includes 10,000 shares subject to certain restrictions.
<PAGE>
September 11, 1995
Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
Gentlemen:
In connection with your engagement as financial advisor to
Mr. Harry E. Figgie, Jr., his successors and/or assignees with respect to
the matters contemplated by the letter from you to the undersigned of even
date herewith, the undersigned hereby agrees to indemnify and hold harmless
you and your affiliates, the respective directors, officers, partners,
agents (including Mr. Ralph Whitworth and Whitworth & Associates), and
employees of you and your affiliates and each other person, if any,
controlling you or any of your affiliates, to the full extent lawful, from
and against all losses, claims, damages, liabilities and expenses incurred
by you and such other persons (including reasonable fees and disbursements
of counsel) which (A) are related to or arise out of (i) actions taken or
omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the undersigned, his associates or affiliates or (ii)
actions taken or omitted to be taken by an indemnified person with the
consent of the undersigned, his associates or affiliates or in conformity
with their actions or omissions or (B) are otherwise related to or arise out
of your activities on behalf of the undersigned, his associates or
affiliates under your engagement, and the undersigned will reimburse you and
any other person indemnified hereunder for all expenses (including
reasonable fees and disbursements of counsel) as they are incurred by you or
such other indemnified person in connection with investigating, preparing or
defending any such action or claim, whether or not in connection with
pending or threatened litigation in which you or any other indemnified
person is a party. The undersigned will not be responsible, however, for
any losses, claims, damages, liabilities or expenses pursuant to clause (B)
of the preceding sentence which are finally judicially determined to have
resulted primarily from the willful misconduct, bad faith or gross
negligence of the person seeking indemnification hereunder (although it is
expressly intended that the undersigned will be responsible for any thereof
that result from the negligence, other than gross negligence, of such
person). The undersigned also agrees that neither you, nor any of your
affiliates, nor any director, officer, partner, agent or employee of you or
any of your affiliates, nor any person controlling you or any of your
affiliates, shall have any liability to the undersigned for or in connection
with such engagement except for such liability for losses, claims, damages,
liabilities or expenses incurred by the undersigned which is finally
determined to have resulted primarily from your willful misconduct, bad
faith or gross negligence as herein described. The foregoing agreement
shall be in addition to any rights that you or any indemnified person may
have at common law or otherwise, including, but not limited to, any right<PAGE>
Batchelder & Partners, Inc. -2- September 11, 1995
to contribution. The undersigned hereby consents to personal jurisdiction
and service and venue in any appropriate court in which any claim which is
subject to this agreement is brought against you or any other indemnified
person.
It is understood that, in connection with your engagement,
you may also be engaged to act for the undersigned, his associates or
affiliates in one or more additional capacities, and that the terms of the
original engagement or any such additional capacities, and that the terms of
the original engagement or any such additional engagement may be embodied in
one or more separate written agreements. This indemnification shall apply
to the original engagement or such additional engagement and shall remain in
full force and effect following the completion or termination of your
engagement(s).
Very truly yours,
HARRY E. FIGGIE, JR.
/s/ HARRY E. FIGGIE, JR.
______________________________
Accepted:
BATCHELDER & PARTNERS, INC.
By: /s/ Joel L. Reed
____________________
Title: Partner
____________________
Date: September 11, 1995
____________________
