UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Sprinkler Corporation
Name of Issuer
Common Stock
(Title of Class of Securities)
155184 10 4
CUSIP Number
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing 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.)
* 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 1 of 9 pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Central Sprinkler Corporation Employee Stock
Ownership Plan (the "ESOP"), Central Sprinkler Corporation
Employee Stock Ownership Plan Trust (the "ESOP Trust")
and the Central Sprinkler Corporation Employee Stock Ownership
Plan Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) { }
(b) { }
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The ESOP is a defined contribution plan qualified
under section 401(a) of the Internal Revenue Code of
1986, as amended. The ESOP Trust holds the assets of
the ESOP. To the extent not preempted by the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the assets of the ESOP Trust have
a situs in, and the ESOP and the ESOP Trust are
construed, enforced and administered according to the
laws of, the Commonwealth of Pennsylvania. The plan trustee
is a committee that acts as trustee of an employee benefit
plan on behalf of a Pennsylvania corporation.
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 657,000 shares of Common Stock at December 31, 1995
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,000 shares of Common Stock at December 31, 1995
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
This Schedule 13G is filed pursuant to Rule 13d-1(b) of the
Securities Exchange Act of 1934, as amended, on behalf of the
Central Sprinkler Corporation Employee Stock Ownership Plan (the
"ESOP"), the Central Sprinkler Corporation Employee Stock
Ownership Plan Trust (the "ESOP Trust") and the ESOP Plan Trustee
(the "Plan Trustee"), with respect to the shares of Common Stock,
$.01 par value per share (the "Common Stock"), of Central
Sprinkler Corporation, a Pennsylvania corporation (the
"Company").
Item 1.
(a) Name of Issuer:
Central Sprinkler Corporation
(b) Address of Issuer's Principal Executive Offices:
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
Item 2.
(a) Name of Persons Filing:
This Schedule 13G is being filed on behalf of the
ESOP, the ESOP Trust and the Plan Trustee, as
trustee of the ESOP Trust.
(b) Address of Principal Office or, if none,
Residence:
c/o Central Sprinkler Corporation
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
(c) Citizenship:
The ESOP is a defined contribution plan of the
Company qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended. The
ESOP Trust holds the assets of the ESOP. To the
extent not preempted by ERISA, the ESOP assets
have a situs in, and the ESOP and the ESOP Trust
are construed, enforced and administered according
to the laws of, the Commonwealth of Pennsylvania.
Each of the three individuals that serve on the
committee that is the Plan Trustee are United
States citizens.
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(d) Title of Class of Securities:
Common Stock, par value $.01 per share.
(e) CUSIP Number:
155184 10 4
Item 3. If this statement is filed pursuant to Rule 13d-
1(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of
the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19)
of the act
(d) Investment Company registered under section 8 of
the Investment Company Act
(e) Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f)[X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sec. 240.13-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with Sec.
204.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
657,000 shares of Common Stock
(b) Percent of Class:
17.3%
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(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct to vote:
-0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
657,000 shares of Common Stock
At December 31, 1995, a total of 780,000 shares of
Common Stock were held in the ESOP Trust, consisting of
123,000 shares that have been allocated to the accounts of
participants and 657,000 shares that are unallocated. All
information reflects actual allocations made through
December 31, 1995.
The Plan Trustee is a committee of three members
appointed by the Board of Directors. All acts by the Plan
Trustee are by a majority of the committee members. Under
the instruments governing the ESOP and the ESOP Trust, the
Plan Trustee, as a fiduciary, is empowered to receive or
direct the receipt of dividends from, and proceeds from the
sale of, all shares held in the ESOP Trust for the exclusive
benefit of the participants in the ESOP. The ESOP, the ESOP
Trust and the Plan Trustee may be deemed to have shared
dispositive power over the unallocated Common Stock held in
the ESOP Trust.
The terms of the ESOP provide for the voting rights
associated with the Common Stock held by the ESOP Trust to
be passed through and exercised exclusively by the
participants in the ESOP to the extent that such shares are
allocated to ESOP participants' accounts. Shares of Common
Stock held by the ESOP Trust that have not been allocated to
participants' accounts and shares of Common Stock held by
the ESOP Trust that have been allocated to participants'
accounts, but which have not been voted by the participants,
shall be voted in accordance with the voting instructions
received by the Plan Trustee with respect to the shares of
Common Stock that have been allocated to participants
accounts. Specifically, the Plan Trustee shall determine how
the plurality of the allocated shares have been directed to
vote and shall vote all of the unallocated shares and
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unvoted allocated shares of Common Stock in accordance with
the directions received with respect to the plurality of the
allocated shares.
The current members of the committee that act as the
Plan Trustee are George G. Meyer, Chief Executive Officer of
the Company and a director, William J. Pardue, Executive
Vice President of the Company's subsidiary, Central
Sprinkler Company, and Albert T. Sabol, Vice President-
Finance of the Company. Pursuant to Rule 13d-4, each such
member disclaims beneficial ownership of shares of Common
Stock that may be deemed to be beneficially owned by the
Plan Trustee or that are held by the ESOP Trust, except that
each such member does not disclaim beneficial ownership of
those shares in which he has beneficial ownership as a
participant in the ESOP.
At December 31, 1995, Mr. Meyer beneficially owned, in
his individual capacity, 222,535 shares of Common Stock,
representing approximately 5.7% of the outstanding Common
Stock at that date. The number of shares beneficially owned
by Mr. Meyer includes 113,125 shares that may be acquired
under options that are currently exercisable and 3,402
shares allocated to his account under the ESOP. Mr. Meyer
has sole voting and sole dispositive power over the shares
beneficially owned by him at December 31, 1995.
At December 31, 1995, Mr. Pardue beneficially owned, in
his individual capacity, 73,786 shares of Common Stock,
representing approximately 1.9% of the outstanding Common
Stock at that date. The number of shares beneficially owned
by Mr. Pardue includes 39,375 shares that may be acquired
under options that are currently exercisable and 2,250
shares allocated to his account under the ESOP. Mr. Pardue
has sole voting and sole dispositive power over the shares
beneficially owned by him at December 31, 1995.
At December 31, 1995, Mr. Sabol beneficially owned, in
his individual capacity, 27,051 shares of Common Stock,
representing less than 1% of the outstanding Common Stock at
that date. The number of shares beneficially owned by Mr.
Sabol includes 24,375 shares that may be acquired under
options that are currently exercisable and 2,051 shares
allocated to his account under the ESOP. Mr. Sabol has sole
voting and sole dispositive power over the shares
beneficially owned by him at December 31, 1995.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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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
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Item 10. Certification.
By signing below the filing persons certify that,
to the best of their 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.
SIGNATURES
The filing of this Schedule 13G and the statements herein
shall not be construed as an admission that the filing person or
any other person named herein is, for purposes of Section 13(d),
13(g), 16(a) or 16(b) under the Securities Exchange Act of 1934,
as amended, or for any other purpose, the beneficial owner of any
of the securities described herein.
By signing below, the parties hereto hereby agree and
consent, pursuant to Rule 13d-1(f)(1), to the filing of this
Schedule 13G on behalf of each such party. Each filing person is
solely responsible for the completeness and accuracy of the
information concerning itself contained herein and is not
responsible for the completeness or accuracy of the information
concerning the other party.
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.
CENTRAL SPRINKLER CORPORATION PLAN TRUSTEE,
EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL SPRINKLER CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN
CENTRAL SPRINKLER CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN TRUST
By: Plan Trustee, Central Sprinkler By: /s/Albert T. Sabol
Corporation Employee Stock Ownership Albert T. Sabol
Trust Date: April 15, 1996
By: /s/Albert T. Sabol
Albert T. Sabol
Date: April 15, 1996
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