-----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, LIYOl5Rw2rdRiJes+TTNB+QndOGy0Nm4z1PJQoV6XuKXIvwVhITF72S79erCHTiI q43yE8+/UR3ybjfWhjXg1Q== 0000915887-96-000018.txt : 19961209 0000915887-96-000018.hdr.sgml : 19961209 ACCESSION NUMBER: 0000915887-96-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961206 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: 96677135 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. 9)* 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. 25550 Chagrin Boulevard Beechwood, OH 44122 216/514-4999 _________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 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 579,734 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,112 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 579,734 10 SHARED DISPOSITIVE POWER 2,112 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581,846 12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 12.3% 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 ______________________ Batchelder & Partners, Inc. the Reporting Persons' financial advisor, requested and was granted the opportunity to make a presentation regarding shareholder concerns at a regularly scheduled meeting of the Issuer's Board of Directors held on December 4, 1996. Batchelder & Partners, Inc. made that presentation to the Board on December 4, 1996, excerpts of which are reflected in Exhibit 2 to this filing, which Exhibit is incorporated by reference herein. Other than as set forth above, there are no changes in this Item. Item 5. Interest in Securities of the Issuer ____________________________________ (a) Mr. Figgie beneficially owns an aggregate of 581,846 shares of Class B stock, which constitutes approximately 12.3% of the outstanding shares of Class B stock as of October 24, 1996, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 1996. The aggregate number of shares beneficially owned by Mr. Figgie excluded a total of 591,493.4 shares of Class B stock beneficially owned, or that may be deemed to be beneficially owned by members of Mr. Figgie's immediate family, certain Figgie family trusts, and Clark-Reliance. Of the excluded shares, 226,754 shares of Class B stock were held in trust for Mr. Figgie's wife for which The Wilmington Trust Company acts as trustee and has voting or dispositive power with respect to these shares. (b) Mr. Figgie has sole voting and dispositive power with respect to 579,734 shares of Class B stock. Mr. Figgie has shared voting and dispositive power with respect to 2112 shares of Class B stock held by the Figgie Family Foundation. (c) On November 15, 1996, Mr. Figgie arranged for the transfer of 25,004 shares of Class B stock to a trust for the benefit of Nancy F. Figgie for which The Wilmington Trust Company acts as trustee. No consideration was paid or received in this transaction. 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 - Excerpts of Batchelder & Partners, Inc. presentation to Board of Directors of Figgie, International, Inc. dated December 4, 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: December 5, 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: December 5, 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 2 of 2 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 1 OF 9 Figgie International, Inc. __________________________ Shareholder Concerns ____________________ Batchelder & Partners, Inc. 4330 La Jolla Village Drive, Suite 200 San Diego, California 92122 Ph: (619) 456-6655 Fax: (619) 456-7969 December 4, 1996 2 OF 9 FIGGIE INTERNATIONAL, INC _________________________ The Cost of Delay - $16.38 today is worth more than $16.38 a year from now. - Stated differently, $16.38 in value available to investors today has an increasing value over time. - Most sophisticated equity investors believe that they can meet or exceed broad equity market returns. - The Russell 2000 Index (see Appendix C) is a broad market index that has yielded 15.4% cumulative annualized returns since 1993. (The S&P 500 Index yield for the same period was also over 15%.) - The Russell 2000 Index return benchmarks a shareholder's perception of comparable value over time. 3 OF 9 FIGGIE INTERNATIONAL, INC _________________________ The Mounting Hurdle - Assuming Russell 2000 Reinvestment Alternative* Future Prices Required to Equatl $16.375 per FIGIA Share at 6/30/96 Date Share Price ____ __________ 6/30/96 $ 16.38 11/30/96 $ 17.63 6/30/97 $ 18.99 12/31/97 $ 20.45 * Assumes that Figgie shareholders reasonably expect a return equal to the 15.4% cumulative annualized return of the Russell 2000 Index (see Appendix C). 4 OF 9 FIGGIE INTERNATIONAL, INC _________________________ The Mounting Value Loss for Figgie Shareholders Assumes Current Price Holds Constant $ Millions Loss _______________ 11/30/96 6/30/97 12/31/97 _______________________________ Loss: Peak Price versus $ 71 $ 71 $ 71 Current Price Value Loss Due to Delay $ 15 $ 36 $ 57 ______________________________ Total Loss $ 86 $ 108 $ 128 ______________________________ ______________________________ 5 OF 9 FIGGIE INTERNATIONAL, INC. __________________________ Our Conclusions - Figgie shareholders have suffered significantly from the failure to execute the value-enhancing strategy adopted earlier this year. - Operation as a conglomerate is not likely to yield shareholder value in the forseeable future that equates to the comparable peak market price for Figgie Common A shares achieved earlier this year. - Continuing delays cost shareholders and increase the hurdle for delivery of comparable value by the Board of Directors. 6 OF 9 FIGGIE INTERNATIONAL, INC. __________________________ Alternatives - Stay the course with three disparate operating units, following a strategy that many believe hinges on the possibility of disposing of Snorkel and building the Company around Scott. - Consider other restructuring alternatives to enhance shareholder value that are within the Board's capability to execute. 7 OF 9 FIGGIE INTERNATIONAL, INC. ___________________________ Risks of "Stay the Course" - Continuing risk to businesses. - Possibility of cyclical downturns. - Loss of one-half of Snorkel's contribution to earnings could be expected to reduce shareholder value by an additional $100 million plus. (See Appendix B) - Delays raise the Board's value hurdle. 8 OF 9 FIGGIE INTERNATIONAL, INC. ___________________________ Other Restructuring Alternatives - We have reviewed several alternatives with management. - We accept that divestitures of Snorkel and Interstate were not achieved. - We believe that Scott's value can be enhanced. - We believe the most logical alternative at this point may be: - Spin-off of 80% of Scott to shareholders and sale of 20% to the public via an IPO. Scott would carry $75 million of Figgie's debt. - Allocate contingent liabilities among the business units as appropriate to balance legal and economic interests. - Utilize a tax efficient structure that preserves NOL's for offset against future divestiture proceeds. - Spin-off to shareholders or divest Interstate as soon as feasible. - Realize other assets as soon as feasible. - Operate Snorkel unless an attractive divestiture opportunity arises. 9 OF 9 FIGGIE INTERNATIONAL, INC. ___________________________ Summary - The Board's continuing delay in realizing value is damaging shareholders. - We have outlined one of possibly several alternatives to enhance shareholder value. - Discussions with management have not revealed reasons why this alternative is not feasible. - Management has not articulated to shareholders why the present course should be expected to yield value in excess of this alternative. - Our discussions with equity market experts give us a high degree of confidence that the "Restructure Case" shareholder value is achievable. - We offer to work constructively with management and the Board to ensure timely execution of an appropriate restructuring strategy. -----END PRIVACY-ENHANCED MESSAGE-----