-----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, Ln38xQU50GQWab+iuf8JyvO76dx6S8PkH/8/nuVcsyq6BUnYFTjKgCKFUU4FI49X 8cjRdd/9/U4aUfimKZmbxA== 0000915887-96-000016.txt : 19961029 0000915887-96-000016.hdr.sgml : 19961029 ACCESSION NUMBER: 0000915887-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961028 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34754 FILM NUMBER: 96648872 BUSINESS ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 BUSINESS PHONE: 2169532700 MAIL ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE HARRY E JR CENTRAL INDEX KEY: 0000908547 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 MAIL ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE HARRY E DATE OF NAME CHANGE: 19930701 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* FIGGIE INTERNATIONAL INC. __________________________ (Name of Issuer) Class B Common Stock, par value $.10 per share ______________________________________________ (Title of Class of Securities) 316828 60 7 ___________ (CUSIP Number) Harry E. Figgie, Jr. 37001 Shaker Boulevard Hunting Valley, OH 44022 216/572-1500 _________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 28, 1996 ________________ (Date of Event which Requires Filing of this Statement) 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 ____. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (continued on following pages) (Page 1 of 10 Pages) ____________________ *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). 2 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry E. Figgie, Jr. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 604,738 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,112 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 604,738 10 SHARED DISPOSITIVE POWER 2,112 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 606,850 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 12.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nancy F. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mrs. Figgie is a citizen of the United States 7 SOLE VOTING POWER 57,881 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 57,881 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,881 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry E. Figgie, III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Dr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 105,995 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 105,995 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,995 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2 % 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark P. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Dr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 58,189 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 58,189 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,189 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 1.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew P. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 613.4 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 613.4 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613.4 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0 % 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Figgie Family Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Figgie Family Foundation is organized under the laws of the State of Ohio. 7 SOLE VOTING POWER 2,112 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 2,112 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,112 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0 % 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Clark-Reliance Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Clark-Reliance Corporation is a Delaware corporation 7 SOLE VOTING POWER 134,564 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 134,564 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 134,564 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 2.8% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 of 10 This Statement on Schedule 13D is hereby amended as follows: Item 4. Purpose of Transaction ______________________ On September 11, 1995, the Reporting Persons formed a group for the purpose of disposing of their investment in the Issuer, and Harry E. Figgie, Jr. engaged Batchelder & Partners, Inc. (the "Financial Advisor") to act as his financial advisor with respect to his investment in the Issuer. With the advice and assistance of the Financial Advisor, the Reporting Persons or their Financial Advisor intend to explore alternatives for maximizing the value of the Issuer's shares for all shareholders and for providing liquidity for their investment. The Reporting Persons and their Financial Advisor intend to communicate with management and the Board of Directors in order to influence their consideration of ways in which all shareholders might benefit by maximizing the value of their investment in the Issuer, including by pursuing transactions involving a merger of the Issuer with another company or a sale of all or substantially all the assets of the Issuer. The Reporting Persons or their Financial Advisor intend to discuss with management of the Issuer the Reporting Persons' desire to nominate one or more directors to the Board who are committed to maximizing shareholder value. The Reporting Persons intend to closely monitor management's efforts to enhance shareholder value in the context of the philosophy of the Issuer's current CEO, Mr. Jack Reilly, as stated in the September 18, 1995 issue of Industry Week, in which Mr. Reilly was quoted as stating "My _____________ personal philosophy is that the true conglomerates do not make any sense. You can see why the good analysts will take the earning stream of a conglomerate and discount it because of a lack of focus and the degree of difficulty there is in making the right management decisions when there is no common thread that runs between all the businesses." The reporting persons agree with Mr. Reilly's philosophy and believe that the Issuer's management and Board of Directors should take prompt steps to deconglomerate the Issuer. The Reporting Persons do not currently intend to seek control of the Board, but reserve the right to seek control of the Board if it is necessary to do so to effect a transaction or transactions they believe will maximize the value of the Securities. None of the Reporting Persons has any intention of (i) becoming a Director of the Issuer, (ii) acquiring control of the Issuer by means of tender offer, merger or other combination, or (iii) seeking involvement in a management or executive role with the Issuer. The Reporting Persons may dispose of some or all of their positions in the Securities, depending on the price of the shares, timing, and personal financial circumstances. Other than as set forth above, there are no changes in this Item. Item 7. Material to Be Filed as Exhibits ________________________________ Exhibit 1 - Joint Filing Agreement under Section 13d-1(f) of the 34 Act. Exhibit 2 - Batchelder & Partners, Inc. letter to Board of Directors of Figgie International, Inc., dated October 25, 1996. 10 of 10 SIGNATURES 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. Dated: October 28, 1996 By: /s/ Harry E. Figgie, Jr. _________________________ Harry E. Figgie, Jr. By: /s/ Nancy F. Figgie _________________________ Nancy F. Figgie By: /s/ Harry E. Figgie, III _________________________ Harry E. Figgie, III By: /s/ Mark P. Figgie _________________________ Mark P. Figgie By: /s/ Matthew P. Figgie _________________________ Matthew P. Figgie By: /s/ Harry E. Figgie, Jr. _________________________ Harry E. Figgie, Jr. for the Figgie Family Foundation By: /s/ Harry E. Figgie, III __________________________ Harry E. Figgie, III for the Clark-Reliance Corporation EX-99.1 2 Exhibit 1 JOINT FILING AGREEMENT AMONG HARRY E. FIGGIE, JR., NANCY F. FIGGIE, HARRY E. FIGGIE, III, MARK P. FIGGIE, MATTHEW P. FIGGIE, THE FIGGIE FAMILY FOUNDATION, THE CLARK-RELIANCE CORPORATION WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of each of them; NOW, THEREFORE, the parties hereto agree as follows: Harry E. Figgie, Jr., Nancy F. Figgie, Harry E. Figgie, III, Mark P. Figgie, Matthew P. Figgie, The Figgie Family Foundation, and the Clark-Reliance Corporation do hereby agree, in accordance with Rule 13d-1(f) under the Act, to file an amended Schedule 13D relating to their ownership of the Class B Common Stock of Figgie International, Inc., and do hereby further agree that said Amendment shall be filed on behalf of each of them. Dated: October 28, 1996 By: /s/ Harry E. Figgie, Jr. _________________________ Harry E. Figgie, Jr. By: /s/ Nancy F. Figgie _________________________ Nancy F. Figgie By: /s/ Harry E. Figgie, III _________________________ Harry E. Figgie, III By: /s/ Mark P. Figgie _________________________ Mark P. Figgie By: /s/ Matthew P. Figgie _________________________ Matthew P. Figgie By: /s/ Harry E. Figgie, Jr. _________________________ Harry E. Figgie, Jr., for the Figgie Family Foundation By: /s/ Harry E. Figgie, III _________________________ Harry E. Figgie, III for the Clark-Reliance Corporation EX-99.2 3 EXHIBIT 2 BATCHELDER & PARTNERS, INC. 4330 La Jolla Village Drive, Suite 200 San Diego, California 92122 Joel L. Reed Telephone: (619) 456-6655 Partner Telecopier: (619) 456-7969 October 28, 1996 The Board of Directors Figgie International, Inc. 4420 Sherwin Road Willoughby, OH 44094 Gentlemen: We are writing on behalf of our client Mr. Harry Figgie, Jr. to address several issues relating to recent events impacting the share value of Figgie International. The precipitous stock price fall since the failure of the Company's strategic review process has resulted in a Class B stock price of $9.25 as of October 24, 1996 a decline of 40% since its high of $15.50 in June of this year. In announcing the Company's plan to "explore strategic alternatives for enhancing shareholder value," you stated that "[your] focus going forward will be to evaluate and implement the best ______________________ strategy to further enhance shareholder value." (emphasis added). ________ We are concerned that the Board's oversight of the Company's efforts to enhance shareholder value through a restructuring has led to a seriously suboptimal share price while exposing the strongest divisions of the Company to continued market risk. We believe that the Company's senior management and Board members are aware that the Company's share price is suffering from a significant conglomerate discount that is not uncommon when widely disparate businesses are combined within one entity. After significant analysis of the Company and its three principal operating units, we are convinced that several straight forward, common sense solutions to this problem exist and are readily available to the Board. We have presented several such scenarios to the Company's management, some of which you may have seen. We presume that management evaluated these or very similar alternatives in the context of its "16 scenario" review to which Mr. Reilly referred during the Company's October 16 conference call with analysts and shareholders. We do not understand how the Board or its investment bankers could have concluded that the Board's newly announced strategy of operating and growing the Company as a conglomerate could have resulted in indicated pro forma share values in excess of those indicated by a simple decongolomeration strategy of spinning off to shareholders one or more of the Company's remaining three major operating units. Of course, in any such scenario appropriate levels of debt and contingent liabilities would be allocated as prudence dictates among the new and remaining entities. We are confident that serious reconsideration of a deconglomeration strategy, with the benefit of information you possess, could result in a tailored plan yielding several dollars per share increase in the Company's common stock price. Separately, we have reviewed the Company's preliminary proxy statement and we are surprised that the Board has decided to nominate Mr. Lindemann for election to the Company's Board. While we defer to the Board's judgment as to Mr. Lindemann's qualifications, we object to his nomination based on his inside employee status. The Board is already free to request that Mr. Lindemann attend and participate in all Board meetings. The Board does not have to nominate Mr. Lindemann to become a voting member of the Board to benefit from his input and participation. 2 of 2 If the Board believes that additional perspectives would benefit it in extinguishing its fiduciary duties at this time, we are puzzled as to why the Board did not seek out an individual with substantial experience serving on public company boards and participating in corporate restructurings. In our view, valuable insight would be obtained if such a new member were a large shareholder or representative of one or more large shareholders. This is particularly true given the strong trend in corporate America away from inside employee directors and toward outside independent directors. We are currently scheduled to meet with the Board during its December 4 meeting. In light of recent events, we respectfully request that we be allowed to address the Board as soon as reasonably possible before the Company's Annual Meeting scheduled for November 26, 1996. We believe this meeting would be extremely valuable in discussing these issues and continuing the constructive dialogue that we have conducted with the Company over the past year. We appreciate your consideration of this request and look forward to your response. Sincerely, /s/ Joel L. Reed Joel L. Reed cc: Mr. Lindemann (director nominee) -----END PRIVACY-ENHANCED MESSAGE-----