SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) FINAL
PREMIER FARNELL CORP.
(successor to Premier Industrial Corporation)
(Name of Issuer)
COMMON STOCK WITHOUT PAR VALUE
(Title of Class of Securities)
740512 30 6
(CUSIP Number)
Deidra D. Gold, Esq.
Vice President and General Counsel
Premier Farnell Corp.
4500 Euclid Avenue
Cleveland, Ohio 44103
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ___.
Check the following box if a fee is being paid with the statement ___.
Page 1 of 16 Pages
<PAGE>
CUSIP No. 740512 30 6 13D Page 2 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack N. Mandel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 740512 30 6 13D Page 3 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph C. Mandel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 4 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morton L. Mandel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 5 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack N. Mandel Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 6 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph C. Mandel Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 7 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morton L. Mandel Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 8 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Florence Mandel Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 9 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara A. Mandel Revocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 10 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Jack N. and Lilyan Mandel Foundation, an Ohio
nonprofit corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 11 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Joseph and Florence Mandel Foundation,an Ohio
nonprofit corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 740512 30 6 13D Page 12 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morton and Barbara Mandel Family Foundation, an Ohio
nonprofit corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OF PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
This Amendment No. 1 amends and supplements the statement
on Schedule 13D (the "Schedule 13D") filed by the reporting persons
relating to the shares of Common Stock, without par value (the "Shares"),
of Premier Industrial Corporation, an Ohio corporation (the "Company").
Only those items amended are reported herein. Capitalized terms used
and not defined herein shall have the meanings set forth in the
Schedule 13D.
Item 4. Purpose of Transaction.
On April 11, 1996, the Merger between the Company and Farnell
was consummated. As a result of the Merger, the Reporting Persons no
longer own any Shares.
Item 5. Interest in Securities of the Issuer.
On April 11, 1996, the Merger between the Company and Farnell
was consummated. As a result of the Merger, the Reporting Persons no
longer own any Shares.
5(e) April 11, 1996.
Page 13 of 16
<PAGE>
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.
Date: April 12, 1996 /s/Jack N. Mandel
Name: Jack N. Mandel
/s/Joseph C. Mandel
Name: Joseph C. Mandel
/s/Morton L. Mandel
Name: Morton L. Mandel
Jack N. Mandel Revocable Trust
By: /s/Joseph C. Mandel
Name: Joseph C. Mandel
Title: Trustee
By: /s/Morton L. Mandel
Name: Morton L. Mandel
Title: Trustee
Page 14 of 16
Joseph C. Mandel Revocable Trust
By: /s/Jack N. Mandel
Name: Jack N. Mandel
Title: Trustee
By: /s/Morton L.Mandel
Name: Morton L. Mandel
Title: Trustee
Morton L. Mandel Revocable Trust
By: /s/Jack N. Mandel
Name: Jack N. Mandel
Title: Trustee
By: /s/Joseph C. Mandel
Name: Joseph C. Mandel
Title: Trustee
Florence Mandel Revocable Trust
By: /s/Joseph C. Mandel
Name: Joseph C. Mandel
Title: Trustee
Page 15 of 16
Barbara A. Mandel Revocable Trust
By: /s/Morton L. Mandel
Name: Morton L. Mandel
Title: Trustee
The Jack N. and Lilyan Mandel
Foundation
By: /s/Jack N. Mandel
Name: Jack N. Mandel
Title: President
The Joseph and Florence Mandel
Foundation
By: /s/Joseph C. Mandel
Name: Joseph C. Mandel
Title: President
Morton and Barbara Mandel Family
Foundation
By: /s/Morton L. Mandel
Name: Morton L. Mandel
Title: President
Page 16 of 16
