UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Essex International Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
297025 10 8
(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 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).
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CUSIP No. 297025 10 8 13G Page 2 of 6 pages
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1 Name of Reporting Person
BESSEMER HOLDINGS, L.P.
2 Check the Appropriate Box If a Member of a Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
- -------------------
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED BY
EACH 11,547,231
REPORTING
PERSON WITH
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
11,547,231
- -------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,547,231
10 Check Box If the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares*
11 Percent of Class Represented By Amount In Row 9
39.6%
12 Type or Reporting Person*
PN
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* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 297025 10 8 13G Page 3 of 6 pages
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1 Name of Reporting Person
BESSEC HOLDINGS, L.P.
2 Check the Appropriate Box If a Member of a Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
- -------------------
5 Sole Voting Power
- 0 -
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY 11,547,231
EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
- 0 -
8 Shared Dispositive Power
11,547,231
- -------------------
9 Aggregate Amount Beneficially Owner by Each Reporting Person
11,547,231
10 Check Box If the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares*
11 Percent of Class Represented By Amount In Row 9
39.6%
12 Type or Reporting Person*
PN
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* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 297025 10 8 13G Page 4 of 6 pages
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Item 1. (a) Name of Issuer:
Essex International Inc.
(b) Address of Issuer's Principal Executive Offices:
1601 Wall Street
Fort Wayne, Indiana 46801-1601
Item 2
(a), (b) Name of Person Filing, Address of Principal Business Office and
and (c). Citizenship:
This statement is filed by Bessemer Holdings, L.P. ("BHLP")
and by Bessec Holdings, L.P. ("Bessec"), each a Delaware limited
partnership having its principal office at 630 Fifth Avenue, New
York, New York 10111. The principal business of each of BHLP and
Bessec is making investments for its own account and is carried
on at its principal office. BHLP is the registered holder of
11,316,903 shares of Common Stock, and Bessec is the registered
holder of 230,328 shares of Common Stock.
The sole general partner of each of BHLP and Bessec is Kylix
Holdings, L.L.C., a New York limited liability company ("Kylix"),
which has its principal office at 630 Fifth Avenue, New York, New
York 10111. Kylix's activities consist principally of acting as
the general partner of, and investing in, BHLP, Bessec and
related entities, which activities are principally conducted at
its 630 Fifth Avenue office. The principal members of Kylix are
Woods 1994 Family Partnership, L.P., a Delaware limited
partnership ("WFLP"), Lindsay 1994 Family Partnership, a Delaware
limited partnership ("LFLP"), Craighall Corporation, a Delaware
corporation ("Craighall"), and Conaly Partners, a New York
general partnership ("Conaly"), each of which has its principal
office at 630 Fifth Avenue, New York, New York 10111. Each of
WFLP, LFLP, Craighall and Conaly has designated a corporation to
manage the activities of Kylix. The sole stockholder and
president of each of these corporations is, respectively, Mr.
Ward W. Woods, Mr. Robert D. Lindsay, Mr. Rodney A. Cohen and Mr.
Adam P. Godfrey.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01
Item 2(e). CUSIP Number:
297025 10 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable
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CUSIP No. 297025 10 8 13G Page 5 of 6 pages
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Item 4. Ownership:
Each of BHLP and Bessec
(a) Amount Beneficially Owned: 11,547,231 shares
(b) Percent of Class: 39.6%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares
(ii) shared power to vote or to direct the vote:
11,547,231 shares
(iii) sole power to dispose or to
direct the disposition of: 0 shares
(iv) shared power to dispose or to
direct the disposition of: 11,547,231
shares
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 o.
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:
See the answer to Item 2(a), (b) and (c)
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
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CUSIP No. 297025 10 8 13G Page 6 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
ESSEMER HOLDINGS, L.P.,
By: Kylix Holdings, L.L.C., General Partner
By: Demarest Corporation, a principal
manager
By /s/ Robert D. Lindsay
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Name: ROBERT D. LINDSAY
Title: PRESIDENT
ESSEC HOLDINGS, L.P.,
By: Kylix Holdings, L.L.C., General Partner
By: Demarest Corporation, a principal
manager
By /s/ Robert D. Lindsay
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Name: ROBERT D. LINDSAY
Title: PRESIDENT
Dated: February 12, 1998
