SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _1_)*
FIGGIE INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
316828508
(CUSIP Number)
*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 the disclosures provided in a prior cover page.
The information required in 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 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Westchester Capital Management, Inc.
13-3036274
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 513,772 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 79,500 shares
PERSON
WITH 7 SOLE DISPOSITIVE POWER
513,772 shares
8 SHARED DISPOSITIVE POWER
79,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
593,272 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.32%
12 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
<PAGE>
Item 1(a) NAME OF ISSUER:
Figgie International, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4420 Sherwin Road
Willoughby, OH 44094-7938
Item 2(a) NAME OF PERSON FILING:
Westchester Capital Management, Inc. ("WCM")
Item 2(b) Address of Principal Business Office, or if none, Residence:
100 Summit Lake Drive
Valhalla, New York 10595
Item 2(c) CITIZENSHIP:
New York
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e) CUSIP NUMBER:
316828508
Item 3 WCM is an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto.
(b) Percent of Class:
See Item 11 of the cover pages attached hereto.
(c) Number of shares as to which such person has:
See Items 5 through 8 of the cover pages attached hereto.
WCM may be deemed to beneficially own shares held by Green &
Smith Investment Management L.L.C. ("Green & Smith"), an entity
which has common ownership with WCM. Shares reported as "shared"
are held by Green & Smith.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[x]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
February 20, 1998
/s/ Frederick W. Green
Frederick W. Green
President
