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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
316828 60 7
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(CUSIP Number)
Harry E. Figgie, Jr.
25550 Chagrin Boulevard
Beechwood, OH 44122 216/514-4999
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1997
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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.
(continued on following pages)
(Page 1 of 3 Pages)
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*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).
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Page 2 of 3
This Statement on Schedule 13D is hereby amended as follows:
Item 4. Purpose of Transaction
On July 2, 1997, Harry E. Figgie, Jr. entered into a Stock Option
Agreement (the "Stock Option Agreement") with The Heico Companies, L.L.C.
("Heico"), pursuant to which Mr. Figgie granted to Heico an option to purchase
235,637 shares of Class B Common Stock of Figgie International Inc. (the
"Issuer") at a price of $15.00 per share, subject to increase upon certain
conditions. Section 5.1 of the Stock Option Agreement provides that the Stock
Option Agreement shall terminate "at the earliest of . . . (d) September 30,
1997, unless Heico has, within ten days prior to such date, reaffirmed publicly
and in writing the effectiveness of the Merger Proposal." Heico has not,
within the ten days prior to September 30, 1997, reaffirmed publicly and in
writing the effectiveness of the Merger Proposal. Thus by its terms the Stock
Option Agreement is terminated.
Other than as set forth above, there are no changes in this Item.
Item 5. Interest in Securities of the Issuer
Class A Common Stock:
In July, the Reporting Persons disposed of 180,274 shares of Class A
Common Stock in the following transactions:
<TABLE>
<CAPTION>
Person Price
Effecting Per
Transaction Date Amount Share
<S> <C> <C> <C>
Harry E. Figgie, Jr. Trust 7/7/97 50,000 $14.25
Harry E. Figgie, Jr. Trust 7/7/97 7,000 $14.3125
Harry E. Figgie, Jr. Trust 7/8/97 43,000 $14.3125
Harry E. Figgie, Jr. Trust 7/16/97 10,274 $14.25
Harry E. Figgie, Jr. Trust 7/18/97 6,000 $14.00
Harry E. Figgie, Jr. Trust 7/21/97 64,000 $14.00
</TABLE>
All dispositions were made on the open market. As a result of these
transactions, 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 115,057 shares of Class A Common Stock. In addition,
37,844 shares of Class A Common Stock are held by The Clark-Reliance
Corporation, a corporation of which Mr. Figgie is a director and holder of a
minority of the shares, the remainder of which are held by members of Mr.
Figgie's family. Mr. Figgie disclaims beneficial ownership of all shares
beneficially owned by The Clark-Reliance Corporation, and this report shall not
be deemed as admission that Mr. Figgie is the beneficial owner of such shares
for the purposes of Sections 13(d) and 16 of the Securities Exchange Act of
1934 or for any other purpose.
Other than as set forth above, there are no changes in this
item.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Stock Option Agreement has terminated pursuant to its terms as
summarized in the response to Item 4.
Item 7. Material to Be Filed as Exhibits
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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 30, 1997
By: /s/ Harry E. Figgie, Jr.
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Harry E. Figgie, Jr.
By: /s/ Nancy F. Figgie
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Nancy F. Figgie
By: /s/ Harry E. Figgie, III
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Harry E. Figgie, III
By: /s/ Mark P. Figgie
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Mark P. Figgie
By: /s/ Matthew P. Figgie
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Matthew P. Figgie
By: /s/ Harry E. Figgie, Jr.
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Harry E. Figgie, Jr.
for the Figgie Family
Foundation
By: /s/ Dennis Pesek
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Dennis Pesek for
the Clark-Reliance
Corporation
