UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
October 28, 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> 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
604,738
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 2,112
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
604,738
10 SHARED DISPOSITIVE POWER
2,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
606,850
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> 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> 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> 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> 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> 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> 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> 9 of 10
This Statement on Schedule 13D is hereby amended as follows:
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.
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 intend to closely monitor management's efforts
to enhance shareholder value in the context of the philosophy of the
Issuer's current CEO, Mr. Jack Reilly, as stated in the September 18, 1995
issue of Industry Week, in which Mr. Reilly was quoted as stating "My
_____________
personal philosophy is that the true conglomerates do not make any sense.
You can see why the good analysts will take the earning stream of a
conglomerate and discount it because of a lack of focus and the degree of
difficulty there is in making the right management decisions when there is
no common thread that runs between all the businesses." The reporting
persons agree with Mr. Reilly's philosophy and believe that the Issuer's
management and Board of Directors should take prompt steps to deconglomerate
the Issuer. 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 7. Material to Be Filed as Exhibits
________________________________
Exhibit 1 - Joint Filing Agreement under Section 13d-1(f) of the 34
Act.
Exhibit 2 - Batchelder & Partners, Inc. letter to Board of Directors
of Figgie International, Inc., dated October 25, 1996.
<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: October 28, 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: October 28, 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 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
October 28, 1996
The Board of Directors
Figgie International, Inc.
4420 Sherwin Road
Willoughby, OH 44094
Gentlemen:
We are writing on behalf of our client Mr. Harry Figgie, Jr. to
address several issues relating to recent events impacting the share value
of Figgie International. The precipitous stock price fall since the failure
of the Company's strategic review process has resulted in a Class B stock
price of $9.25 as of October 24, 1996 a decline of 40% since its high of
$15.50 in June of this year. In announcing the Company's plan to "explore
strategic alternatives for enhancing shareholder value," you stated that
"[your] focus going forward will be to evaluate and implement the best
______________________
strategy to further enhance shareholder value." (emphasis added).
________
We are concerned that the Board's oversight of the Company's efforts
to enhance shareholder value through a restructuring has led to a seriously
suboptimal share price while exposing the strongest divisions of the Company
to continued market risk. We believe that the Company's senior management
and Board members are aware that the Company's share price is suffering from
a significant conglomerate discount that is not uncommon when widely
disparate businesses are combined within one entity.
After significant analysis of the Company and its three principal
operating units, we are convinced that several straight forward, common
sense solutions to this problem exist and are readily available to the
Board. We have presented several such scenarios to the Company's
management, some of which you may have seen. We presume that management
evaluated these or very similar alternatives in the context of its "16
scenario" review to which Mr. Reilly referred during the Company's October
16 conference call with analysts and shareholders.
We do not understand how the Board or its investment bankers could
have concluded that the Board's newly announced strategy of operating and
growing the Company as a conglomerate could have resulted in indicated pro
forma share values in excess of those indicated by a simple
decongolomeration strategy of spinning off to shareholders one or more of
the Company's remaining three major operating units. Of course, in any such
scenario appropriate levels of debt and contingent liabilities would be
allocated as prudence dictates among the new and remaining entities.
We are confident that serious reconsideration of a deconglomeration
strategy, with the benefit of information you possess, could result in a
tailored plan yielding several dollars per share increase in the Company's
common stock price.
Separately, we have reviewed the Company's preliminary proxy
statement and we are surprised that the Board has decided to nominate Mr.
Lindemann for election to the Company's Board. While we defer to the
Board's judgment as to Mr. Lindemann's qualifications, we object to his
nomination based on his inside employee status. The Board is already free
to request that Mr. Lindemann attend and participate in all Board meetings.
The Board does not have to nominate Mr. Lindemann to become a voting member
of the Board to benefit from his input and participation.
<PAGE> 2 of 2
If the Board believes that additional perspectives would benefit it
in extinguishing its fiduciary duties at this time, we are puzzled as to why
the Board did not seek out an individual with substantial experience serving
on public company boards and participating in corporate restructurings. In
our view, valuable insight would be obtained if such a new member were a
large shareholder or representative of one or more large shareholders. This
is particularly true given the strong trend in corporate America away from
inside employee directors and toward outside independent directors.
We are currently scheduled to meet with the Board during its
December 4 meeting. In light of recent events, we respectfully request that
we be allowed to address the Board as soon as reasonably possible before the
Company's Annual Meeting scheduled for November 26, 1996. We believe this
meeting would be extremely valuable in discussing these issues and
continuing the constructive dialogue that we have conducted with the Company
over the past year. We appreciate your consideration of this request and
look forward to your response.
Sincerely,
/s/ Joel L. Reed
Joel L. Reed
cc: Mr. Lindemann (director nominee)
