SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(b), (c), and (d) and Amendments Thereto Filed
Pursuant to Rule 13d-2(b)
(Amendment No. 13)1
X-Rite, Incorporated
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
983857103
(CUSIP Number)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
___ Rule 13d-1(b)
_X_ Rule 13d-1(c)
___ Rule 13d-1(d)
1 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).
(Continues on the following page(s))
Page 1 of 9 Pages
<PAGE>
CUSIP NO. 983857103 13G Page 2 of 9 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Leonard C. Blanding
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,437,132
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,437,132
Each Reporting
8 Shares Dispositive Power
Person With 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,457,132
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.9%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 3 of 9 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Lawrence E. Fleming
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,100,000
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,100,000
Each Reporting
8 Shares Dispositive Power
Person With 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,130,000
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares |X|
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
5.4%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 4 of 9 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Rufus S. Teesdale
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,491,093
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,491,093
Each Reporting
8 Shares Dispositive Power
Person With 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,531,093
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
7.3%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 5 of 9 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
D. Ted Thompson
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,368,300
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,368,300
Each Reporting
8 Shares Dispositive Power
Person With 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,508,300
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares |X|
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
7.2%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 6 of 9 Pages
Item 1(a) Name of Issuer:
X-Rite, Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
3100 44th Street, S.W.
Grandville, MI 49418
Item 2(a) Name of Person Filing:
Leonard C. Blanding
Lawrence E. Fleming
Rufus S. Teesdale
D. Ted Thompson
Item 2(b) Address of Principal Business Office or, if None, Residence:
Leonard C. Blanding 6600 Tanglewood, S.E.
Grand Rapids, MI 49546
Lawrence E. Fleming 6200 Hall Street, S.E.
Grand Rapids, MI 49546
Rufus S. Teesdale 3152 E. Gatehouse Drive, S.E.
Grand Rapids, MI 49546
D. Ted Thompson 3100 44th Street, S.W.
Grandville, MI 49418
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock, Par Value $.10
Item 2(e) CUSIP Number:
983857103
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c) 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) [ ] An investment advisor registered in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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CUSIP NO. 983857103 13G Page 7 of 9 Pages
(g) [ ] A parent holding company or control person, in
accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
If this statement is filed pursuant to Rule 13d-1(c), check
this box [X]
Item 4 Ownership:
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
Leonard C. Blanding
(a) Amount beneficially owned: 1,457,132
(b) Percent of Class: 6.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,437,132
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 1,437,132
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for 20,000
shares exercisable within 60 days.
Lawrence E. Fleming
(a) Amount beneficially owned: 1,130,000
(b) Percent of Class: 5.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,100,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 1,100,000
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for 30,000
shares exercisable within 60 days, but does not include 500,000
shares held by a trust for which Mr. Fleming's wife serves as
a trustee and as to which Mr. Fleming disclaims beneficial
ownership.
<PAGE>
CUSIP NO. 983857103 13G Page 8 of 9 Pages
Rufus S. Teesdale
(a) Amount beneficially owned: 1,531,093
(b) Percent of Class: 7.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,491,093
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 1,491,093
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for 40,000
shares exercisable within 60 days.
D. Ted Thompson
(a) Amount beneficially owned: 1,508,300
(b) Percent of Class: 7.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,368,300
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 1,368,300
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for 140,000
shares exercisable within 60 days, but does not include 160,000
shares held by a trust for which Mr. Thompson's wife serves
as trustee, as to which Mr. Thompson disclaims beneficial
ownership.
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
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
<PAGE>
CUSIP NO. 983857103 13G Page 9 of 9 Pages
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 not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose 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 12, 1999
(Date)
/s/ Leonard C. Blanding
(Signature)
Leonard C. Blanding
(Name and Title)
February 12, 1999
(Date)
/s/ Lawrence E. Fleming
(Signature)
Lawrence E. Fleming
(Name and Title)
February 12, 1999
(Date)
/s/ Rufus S. Teesdale
(Signature)
Rufus S. Teesdale
(Name and Title)
February 12, 1999
(Date)
/s/ D. Ted Thompson
(Signature)
D. Ted Thompson
(Name and Title)
257991
