CENTRAL SPRINKLER CORP
SC 13G/A, 1997-02-14
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                                  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).


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                                  SCHEDULE 13G

- -------------------------------       
CUSIP NO.     155184 10 4             
          ---------------             
- -------------------------------       

- --------------------------------------------------------------------------------
   1       NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON

           George G. Meyer  ###-##-####
- --------------------------------------------------------------------------------
   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

           United States

- --------------------------------------------------------------------------------
                             5      SOLE VOTING POWER

                                    431,065(1)
       NUMBER OF
        SHARES              ----------------------------------------------------
     BENEFICIALLY            6      SHARED VOTING POWER
       OWNED BY
         EACH                       None
       REPORTING
        PERSON              ----------------------------------------------------
          WITH
                             7      SOLE DISPOSITIVE POWER
                             
                                    431,065(1)
                                   
                            ----------------------------------------------------
                           
                             8      SHARED DISPOSITIVE POWER
                                   
                                    None
                             

- --------------------------------------------------------------------------------


   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           431,065(1)
- --------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES*
                                                                        [X](1)

- --------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           10.4%
- --------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IN
- --------------------------------------------------------------------------------

                      * SEE INSTRUCTION BEFORE FILLING OUT!

(1)      The amount shown includes (i) 303,875 shares of Common Stock that
         may be acquired under options of which 81,875 are currently
         exercisable, with the remaining 222,000 subject to the approval
         of the Central Sprinkler Corporation 1996 Equity Compensation
         Plan by the Issuer's shareholders and (ii) 3,952 shares of Common
         Stock that have been allocated to Mr. Meyer under the Company's
         Employee Stock Ownership Plan (the "ESOP").  Mr. Meyer is one of
         three members of a committee that acts as trustee of the ESOP.
         All acts by the ESOP trustee are by a majority of the committee
         members.  Under the instruments governing the ESOP and the ESOP
         Trust, the ESOP 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.  As a member of the
         committee that acts as ESOP trustee, Mr. Meyer may be deemed to
         have shared dispositive control over the unallocated Common Stock
         in the ESOP Trust.  At December 31, 1996, the ESOP Trust held
         621,000 unallocated shares of Common Stock.  Pursuant to Rule
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         13d-4, Mr. Meyer disclaims beneficial ownership of the shares that may
         be beneficially owned by the ESOP trustee or that are held by the ESOP
         Trust, except that Mr. Meyer does not disclaim beneficial ownership of
         the shares in which he has beneficial ownership as a participant in the
         ESOP.
<PAGE>

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 Person Filing:  George G. Meyer

         (b)  Address of Principal Business Office or, if none, Residence:
                                  451 North Cannon Avenue
                                  Lansdale, Pennsylvania  19446

         (c)  Citizenship: United States

         (d)  Title of Class of Securities: Common Stock

         (e)  CUSIP Number: 155184 10 4

Item 3.  Not Applicable.

Item 4.  Ownership

         For information concerning the ownership of Common Stock of the Company
by Mr. Meyer, please see Items 5 through 11 of the cover page to the Schedule
13G and the footnote thereto.

Item 5.  Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.

Instruction:   Dissolution of a group requires a response to this item.
               Not Applicable.

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
               Not Applicable.
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                                    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 12, 1997
                                            ----------------------------------


                                            /s/ George G. Meyer
                                            ----------------------------------
                                            George G. Meyer



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