<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Central Sprinkler Corporation
- -------------------------------------------------------------------------------
Name of Issuer
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
155184 10 4
- -------------------------------------------------------------------------------
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 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
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 155184 10 4 13G Page 2 of 9 Pages
---------------
- ------------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Central Sprinkler Corporation Employee Stock Ownership Plan (the
"ESOP") and the Central Sprinkler Employee Stock Ownership Plan Trust
(the "ESOP Trust")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
621,000 shares of Common Stock at
December 31, 1996
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,000 shares of Common Stock at December 31, 1996
- --------------------------------------------------------------------------------
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
16.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------------------- -----------------------------
CUSIP NO. 155184 10 4 13G Page 3 of 9 Pages
---------------
- ------------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Central Sprinkler Corporation Employee Stock Ownership Plan Trustee
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The filing person 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
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
621,000 shares of Common Stock at
December 31, 1996
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,000 shares of Common Stock at December 31, 1996
- --------------------------------------------------------------------------------
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
16.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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 (the "Company")
(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.
Page 4 of 9 pages
<PAGE>
(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
ss.240.13-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
ss.204.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with
ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
621,000 shares of Common Stock
(b) Percent of Class:
16.1%
Page 5 of 9 pages
<PAGE>
(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:
621,000 shares of Common Stock
At December 31, 1996, a total of 780,000 shares of Common
Stock were held in the ESOP Trust, consisting of 159,000 shares that
have been allocated to the accounts of participants and 621,000 shares
that are unallocated. All information reflects actual allocations made
through December 31, 1996.
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 unvoted allocated shares of
Common Stock in accordance with the directions received with respect to
the plurality of the allocated shares.
Page 6 of 9 pages
<PAGE>
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,
Executive Vice President 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, 1996, Mr. Meyer beneficially owned, in his
individual capacity, 431,065 shares of Common Stock, representing
approximately 10.4% of the outstanding Common Stock at that date. The
number of shares beneficially owned by Mr. Meyer includes (i) 303,875
shares that may be acquired under options of which 81,875 are currently
exercisable, with the remaining 220,000 subject to approval of the
Central Sprinkler Corporation 1996 Equity Compensation Plan by the
Company's shareholders and (ii) 3,952 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, 1996.
At December 31, 1996, Mr. Pardue beneficially owned, in his
individual capacity, 86,836 shares of Common Stock, representing
approximately 2.2% of the outstanding Common Stock at that date. The
number of shares beneficially owned by Mr. Pardue includes 51,875
shares that may be acquired under options (of which 9,375 are not
exercisable within 60 days) and 2,800 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, 1996.
At December 31, 1996, Mr. Sabol beneficially owned, in his
individual capacity, 42,601 shares of Common Stock, representing 1.1%
of the outstanding Common Stock at that date. The number of shares
beneficially owned by Mr. Sabol includes 39,375 shares that may be
acquired under options (of which 11,250 are not exercisable within 60
days) and 2,601 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, 1996.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not Applicable
Page 7 of 9 pages
<PAGE>
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
Page 8 of 9 pages
<PAGE>
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 Corporation By: /s/ Albert T. Sabol
Employee Stock Ownership Trust -------------------------
Albert T. Sabol
Date: February 12, 1997
By: /s/ Albert T. Sabol
--------------------
Albert T. Sabol
Date: February 12, 1997
Page 9 of 9 pages
