UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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.
25550 Chagrin Boulevard
Beechwood, OH 44122 216/514-4999
_________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1996
________________
(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>
<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
579,734
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 2,112
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
579,734
10 SHARED DISPOSITIVE POWER
2,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
581,846
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
12.3%
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
______________________
Batchelder & Partners, Inc. the Reporting Persons' financial
advisor, requested and was granted the opportunity to make a presentation
regarding shareholder concerns at a regularly scheduled meeting of the
Issuer's Board of Directors held on December 4, 1996. Batchelder &
Partners, Inc. made that presentation to the Board on December 4, 1996,
excerpts of which are reflected in Exhibit 2 to this filing, which Exhibit
is incorporated by reference herein.
Other than as set forth above, there are no changes in this Item.
Item 5. Interest in Securities of the Issuer
____________________________________
(a) Mr. Figgie beneficially owns an aggregate of 581,846 shares of
Class B stock, which constitutes approximately 12.3% of the outstanding
shares of Class B stock as of October 24, 1996, as reported in the Issuer's
Form 10-Q for the quarter ended September 30, 1996. The aggregate number of
shares beneficially owned by Mr. Figgie excluded a total of 591,493.4 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. Of the excluded shares, 226,754
shares of Class B stock were held in trust for Mr. Figgie's wife for which
The Wilmington Trust Company acts as trustee and has voting or dispositive
power with respect to these shares.
(b) Mr. Figgie has sole voting and dispositive power with respect
to 579,734 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) On November 15, 1996, Mr. Figgie arranged for the transfer of
25,004 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.
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 - Excerpts of Batchelder & Partners, Inc. presentation to
Board of Directors of Figgie, International, Inc. dated December 4, 1996.
<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: December 5, 1996
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: December 5, 1996
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
<PAGE> 2 of 2
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
<PAGE> 1 OF 9
Figgie International, Inc.
__________________________
Shareholder Concerns
____________________
Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
Ph: (619) 456-6655 Fax: (619) 456-7969
December 4, 1996
<PAGE>
<PAGE> 2 OF 9
FIGGIE INTERNATIONAL, INC
_________________________
The Cost of Delay
- $16.38 today is worth more than $16.38 a year from now.
- Stated differently, $16.38 in value available to investors today has
an increasing value over time.
- Most sophisticated equity investors believe that they can meet or
exceed broad equity market returns.
- The Russell 2000 Index (see Appendix C) is a broad market index that
has yielded 15.4% cumulative annualized returns since 1993. (The S&P
500 Index yield for the same period was also over 15%.)
- The Russell 2000 Index return benchmarks a shareholder's perception
of comparable value over time.
<PAGE>
<PAGE> 3 OF 9
FIGGIE INTERNATIONAL, INC
_________________________
The Mounting Hurdle - Assuming Russell 2000 Reinvestment Alternative*
Future Prices Required to Equatl $16.375 per FIGIA Share at 6/30/96
Date Share Price
____ __________
6/30/96 $ 16.38
11/30/96 $ 17.63
6/30/97 $ 18.99
12/31/97 $ 20.45
* Assumes that Figgie shareholders reasonably expect a return equal to the
15.4% cumulative annualized return of the Russell 2000 Index (see Appendix
C).
<PAGE>
<PAGE> 4 OF 9
FIGGIE INTERNATIONAL, INC
_________________________
The Mounting Value Loss for Figgie Shareholders
Assumes Current Price Holds Constant
$ Millions Loss
_______________
11/30/96 6/30/97 12/31/97
_______________________________
Loss: Peak Price versus $ 71 $ 71 $ 71
Current Price
Value Loss Due to Delay $ 15 $ 36 $ 57
______________________________
Total Loss $ 86 $ 108 $ 128
______________________________
______________________________
<PAGE>
<PAGE> 5 OF 9
FIGGIE INTERNATIONAL, INC.
__________________________
Our Conclusions
- Figgie shareholders have suffered significantly from the failure to
execute the value-enhancing strategy adopted earlier this year.
- Operation as a conglomerate is not likely to yield shareholder value
in the forseeable future that equates to the comparable peak market
price for Figgie Common A shares achieved earlier this year.
- Continuing delays cost shareholders and increase the hurdle for
delivery of comparable value by the Board of Directors.
<PAGE>
<PAGE> 6 OF 9
FIGGIE INTERNATIONAL, INC.
__________________________
Alternatives
- Stay the course with three disparate operating units, following a
strategy that many believe hinges on the possibility of disposing of
Snorkel and building the Company around Scott.
- Consider other restructuring alternatives to enhance shareholder
value that are within the Board's capability to execute.
<PAGE>
<PAGE> 7 OF 9
FIGGIE INTERNATIONAL, INC.
___________________________
Risks of "Stay the Course"
- Continuing risk to businesses.
- Possibility of cyclical downturns.
- Loss of one-half of Snorkel's contribution to earnings could be
expected to reduce shareholder value by an additional $100
million plus. (See Appendix B)
- Delays raise the Board's value hurdle.
<PAGE>
<PAGE> 8 OF 9
FIGGIE INTERNATIONAL, INC.
___________________________
Other Restructuring Alternatives
- We have reviewed several alternatives with management.
- We accept that divestitures of Snorkel and Interstate were not
achieved.
- We believe that Scott's value can be enhanced.
- We believe the most logical alternative at this point may be:
- Spin-off of 80% of Scott to shareholders and sale of 20% to the
public via an IPO. Scott would carry $75 million of Figgie's
debt.
- Allocate contingent liabilities among the business units as
appropriate to balance legal and economic interests.
- Utilize a tax efficient structure that preserves NOL's for offset
against future divestiture proceeds.
- Spin-off to shareholders or divest Interstate as soon as
feasible.
- Realize other assets as soon as feasible.
- Operate Snorkel unless an attractive divestiture opportunity
arises.
<PAGE>
<PAGE> 9 OF 9
FIGGIE INTERNATIONAL, INC.
___________________________
Summary
- The Board's continuing delay in realizing value is damaging
shareholders.
- We have outlined one of possibly several alternatives to enhance
shareholder value.
- Discussions with management have not revealed reasons why this
alternative is not feasible.
- Management has not articulated to shareholders why the present
course should be expected to yield value in excess of this
alternative.
- Our discussions with equity market experts give us a high degree of
confidence that the "Restructure Case" shareholder value is
achievable.
- We offer to work constructively with management and the Board to
ensure timely execution of an appropriate restructuring strategy.
