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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)/1/
Figgie International Inc.
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(Name of Issuer)
Class B Common Stock, par value $.10 per share
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(Title of Class of Securities)
316828607
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 1995
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(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
persons'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 1 of 6 Pages
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SCHEDULE 13D
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CUSIP NO. 316828607 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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7 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF 299,500
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 299,500
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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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 $2,663,791.55 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 August 17, 1995, the Partnership
beneficially owns an aggregate of 299,500 Shares (which is approximately 6.3% of
the 4,726,669 Shares outstanding as reported on July 10, 1995 in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 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
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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 August
17, 1995, the Partnership completed short sales, all of which are currently
open, of 167,600 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
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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: August 18, 1995
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
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Daniel R. Tisch
Authorized Signature
Page 5 of 6 Pages
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SCHEDULE A/2/
Acquisitions of Shares by the
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Partnership During the Past Sixty Days
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<TABLE>
<CAPTION>
Transaction Aggregate Price per
Date No. Shares Price Share
----------- ---------- ----- --------
<S> <C> <C> <C>
8/17/95 1,200 $13,698 $11.415
</TABLE>
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/2/ All Shares were purchased in transactions on the Nasdaq National Market.
Page 6 of 6 Pages
