-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3QZxhRwp8W4pxhgEih3oWB6o3w0KYzMSKcbNsR09hm6IntzhR4/yM0F2abjedkV nIVUWTREum6IA/HMLzh4Eg== 0000950128-96-000189.txt : 19960216 0000950128-96-000189.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950128-96-000189 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08135 FILM NUMBER: 96520256 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 SC 13G/A 1 MOORE PRODUCTS (MELLON) 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16) NAME OF ISSUER: Moore Products Company TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 615836-100 Check the following box if a fee is being paid with this statement: [ ] CUSIP NO. 615836-100 (1) Names of Reporting Persons MELLON BANK CORPORATION SS or IRS Identification Nos. Of Above Person IRS No. 25-1233834 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 7,000 Beneficially Owned by Each (6) Shared Voting Power 1,060,000 Reporting Person With (7) Sole Dispositive Power 6,000 (8) Shared Dispositive Power 562,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,067,000 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 41.31 (12) Type of Reporting Person (See Instructions) HC 2 CUSIP NO. (1) Names of Reporting Persons MELLON BANK N.A. SS or IRS Identification Nos. Of Above Person IRS No. 25-0659306 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 7,000 Beneficially Owned by Each (6) Shared Voting Power 1,060,000 Reporting Person With (7) Sole Dispositive Power 6,000 (8) Shared Dispositive Power 562,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,067,000 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 41.31 (12) Type of Reporting Person (See Instructions) BK 3 CUSIP NO. 615836-100 (1) Names of Reporting Persons MOORE PRODUCTS CO. PENSION PLAN SS or IRS Identification Nos. Of Above Person IRS No. 23-6230167 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 0 Beneficially Owned by Each (6) Shared Voting Power 500,000 Reporting Person With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 19.36 (12) Type of Reporting Person (See Instructions) BK 4 CUSIP NO. 615836-100 (1) Names of Reporting Persons EDWARD J. CURRY SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-#### (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( X ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 1,092 Beneficially Owned by Each (6) Shared Voting Power 500,000 Reporting Person With (7) Sole Dispositive Power 1,092 (8) Shared Dispositive Power 500,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 504,092* (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 19.5 (12) Type of Reporting Person (See Instructions) IN * Includes shares which may be acquired within 60 days upon exercise of stock options (3,000). 5 CUSIP NO. 615836-100 (1) Names of Reporting Persons JAMES F. DOUGLASS SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-#### (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 57 Beneficially Owned by Each (6) Shared Voting Power 500,000 Reporting Person With (7) Sole Dispositive Power 57 (8) Shared Dispositive Power 500,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 501,737* (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 19.4 (12) Type of Reporting Person (See Instructions) IN * Includes shares which may be acquired within 60 days upon exercise of stock options (1,680). 6 CUSIP NO. 615836-100 (1) Names of Reporting Persons RBERT E. WISNIEWSKI SS or IRS Identification Nos. Of Above Person S.S.N. ###-##-#### (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 100 Beneficially Owned by Each (6) Shared Voting Power 500,000 Reporting Person With (7) Sole Dispositive Power 100 (8) Shared Dispositive Power 500,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 501,980* (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 19.4 (12) Type of Reporting Person (See Instructions) IN * Includes shares which may be acquired within 60 days upon exercise of stock options (1,680). 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Under the Securities and Exchange Act of 1934) Item 1(a) Name of Issuer: Moore Products Company Item 1(b) Address of Issuer's Principal Executive Offices: Sunneytown Pike Springhouse, PA 19477 Item 2(a) Name of Person Filing: Mellon Bank Corporation and any other reporting person(s) identified on the second part of the cover page(s). And by the Benefits Committee of Moore Products Co. consisting of Edward J. Curry, ("EJC"), Director Executive V.P. Robert E. Wisniewski ("REW"), Secretary & Treasurer James F. Douglass ("JFD"), Director of Personnel & Facilities Item 2(b) Address of Principal Business Office, or if None, Residence: c/o Mellon Bank Corporation One Mellon Bank Center Pittsburgh, Pennsylvania 15258 (for all reporting persons) Item 2(c) Citizenship: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 615836-100 Item 3 See Item 12 of cover page(s) ("Type of Reporting Person") for each reporting person. BK = Bank as defined in Section 3(a)(6) of the Act IV = Investment Company registered under Section 8 of the Investment Company Act IA = Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 EP = Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13-d(1)(b)(1)(ii)(F) HC = Parent Holding Company, in accordance with Section 240.13-d(1)(b)(1)(ii)(G) Item 4 Ownership: See Items 5 through 9 and 11 of cover page(s) as to each reporting person. Messrs. Curry, Douglass and Wisniewski are the sole members of the Moore Products Co. Benefits Committee. Under the governing instruments of the Moore Products Co. Pension Plan and Trust, voting and dispositive power with respect to the 500,000 shares of Moore Products Co. Common Stock held by the Pension Plan is vested in the Benefits Committee, subject to certain exceptions. However, decisions of the Benefits Committee on these matters must be made by a majority of the members of the Committee. The filing of this Schedule 13G shall not be construed as an admission that the aforesaid members of the Benefits Committee are, for the purposes of 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owners of the shares held by the Pension Plan. The 500,000 Moore Products Co. shares held by the Pension Plan constitute 19.3% of the Common Stock outstanding, but only 14.4% of the voting securities, since the 175,590 shares of Preferred Stock outstanding generally vote with the Common Stock as a single class, and each preferred Share is entitled to five votes. The Preferred Stock is convertible into Common Stock at the rate of one share of Common Stock for each two and one half shares of Preferred Stock. The following information applies if checked: ( X ) Mellon Bank, N.A. is the trustee of the issuer's employee benefit plan (the "Plan"), which is subject to ERISA. The securities reported include all shares held of record by Mellon Bank, N.A. as trustee of the Plan. The reporting person, however, disclaims beneficial ownership of all shares that have been allocated to the individual accounts of employee participants in the Plan for which directions have been received and followed. 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 ( ) Item 6 Ownership of More than Five Percent on Behalf of Another Person: All of the securities are beneficially owned by Mellon Bank Corporation and direct or indirect subsidiaries in their various fiduciary capacities. As a result, another entity in every instance is entitled to dividends or proceeds of sale. The number of individual accounts holding an interest of 5% or more is ( 2 ). Two Personal Trusts 8 Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company: See Exhibit I. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: By signing below I certify that, to the best of my 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. 9 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. This filing is signed by Mellon Bank Corporation on behalf of all reporting entities pursuant to Rule 13d-1(f)(1) promulgated under the Securities and Exchange Act of 1934, as amended. Date: February 13, 1996 MELLON BANK CORPORATION By: WILLIAM L. DAWSON --------------------- William L. Dawson Senior Vice President 10 Each of the undersigned hereby authorizes Mellon Bank Corporation, in accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), to file, on behalf of the undersigned, any statement required to be signed by the undersigned, on Schedule 13G pursuant to Rule 13d-1 under the 1934 Act and any amendment thereto pursuant to Rule 13d-2 under the 1934 Act. Each of the undersigned represents that it is individually eligible to use Schedule 13G, and acknowledges its responsibility for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein. However, each of the undersigned is not responsible for the completeness or accuracy of the information concerning the other persons making the filing on Schedule 13G unless such undersigned knows or has reason to believe that such information is inaccurate. Date: February 13, 1996 MELLON BANK, N.A. By: WILLIAM L. DAWSON ----------------------------- William L. Dawson Senior Vice President MELLON BANK, N.A. AS TRUSTEE FOR MOORE PRODUCTS CO. PENSION PLAN By: WILLIAM L. DAWSON ----------------------------- William L. Dawson Senior Vice President Date: February 13, 1996 E. J. CURRY - ----------------------------- Signature E. J. Curry - ----------------------------- Name/Title Date: February 13, 1996 R. E. WISNIEWSKI - ----------------------------- Signature R. E. Wisniewski - ----------------------------- Name/Title Date: February 13, 1996 J. F. DOUGLASS - ---------------------------- Signature J. F. Douglass - ---------------------------- Name/Title 11 EXHIBIT I The shares reported on the attached Form 13G are beneficially owned by the following direct or indirect subsidiaries of Mellon Bank Corporation, as marked (X): (A) ( ) Boston Safe Deposit and Trust Company ( ) Boston Safe Deposit and Trust Company of California ( ) Boston Safe Deposit and Trust Company of New York ( X ) Mellon Bank, N.A. ( ) Mellon Bank (Delaware) National Association ( ) Mellon Bank (MD) (B) ( ) Franklin Portfolio Associates Trust ( ) Laurel Capital Advisors ( ) Mellon Capital Management Corporation ( ) Mellon Equity Associates ( ) The Boston Company Financial Strategies, Inc. ( ) The Boston Company Asset Management, Inc. ( ) The Dreyfus Corporation ( ) Dreyfus Management, Inc. The Item 3 classification of each of the subsidiaries listed under (A) above is "Item 3(b) Bank as defined in Section 3(a)(6) of the Act." The Item 3 classification of each of the subsidiaries listed under (B) above is "Item 3 (e) Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940." -----END PRIVACY-ENHANCED MESSAGE-----