-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ruwcpfnZqYirfFIRLuZmNUOHiZMenK7KiCmAH0FPBt7ose4X2vAxnoy9fKPmOXLm pQypsjVwtqk3RO2QLt0C1A== 0000950152-94-000738.txt : 19940726 0000950152-94-000738.hdr.sgml : 19940726 ACCESSION NUMBER: 0000950152-94-000738 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: 7381 IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34754 FILM NUMBER: 94539923 BUSINESS ADDRESS: STREET 1: 4420 SHERWIN RD CITY: WILLOUGHBY STATE: OH ZIP: 44094 BUSINESS PHONE: 2169532700 MAIL ADDRESS: STREET 2: 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: 0000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 1 FIGGIE INTERNATIONAL SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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. 16633 Foltz Industrial Parkway Strongsville, OH 44136 216/572-1500 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 1994 - ------------------------------------------------------------------------------ (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 13 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 SCHEDULE 13D CUSIP No. 316828 60 7 Page 2 of 13 Pages ------------------- ------- ------- 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) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 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 850,972 Shares at May 18, 1994 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 134,564 Shares at May 18, 1994 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 750,972 Shares at May 18, 1994 10 SHARED DISPOSITIVE POWER 134,564 Shares at May 18, 1994 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 985,536 Shares at May 18, 1994 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /x/ EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 19.94% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 13 Item 1. Security and Issuer. ------------------- This Amendment No. 1 to the statement on Schedule 13D (the "Amendment") relates to Class B Common Stock, par value $.10 per share (the "Class B Stock"), of Figgie International Inc. (the "Corporation"). The Corporation's principal executive offices are located at 4420 Sherwin Road, Willoughby, Ohio 44094. Item 2. Identity and Background. ----------------------- (a) - (c) The Amendment is being filed by Harry E. Figgie, Jr. Mr. Figgie's address is 16633 Foltz Industrial Parkway, Strongsville, Ohio 44136. Mr. Figgie is presently employed as Chairman of the Board of Clark-Reliance Corporation, on Ohio corporation ("Clark-Reliance") the principal business of which is the manufacturing of fluid controls for indication, drainage and measurement. Mr. Figgie retired from his position as Chairman of the Board and Chief Executive Officer of the Corporation, whose address is stated in Item 1 above, on May 18, 1994. The Corporation is a diversified operating company whose businesses are grouped into five segments: (i) consumer products, (ii) fire protection, safety, and security products, (iii) machinery and allied products, (iv) technical products and (v) services. (d) Mr. Figgie has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. 4 Page 4 of 13 (e) Mr. Figgie has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Figgie is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction. ---------------------- Not applicable since the reason for the filing of this Amendment is to report Mr. Figgie's resignation on May 18, 1994 from his positions as Chairman of the Board and Chief Executive Officer of the Corporation. Mr. Figgie has no plans or proposals which relate to or would result in the occurrence of any of the events listed in paragraphs (a) through (j) of this Item 4, except as follows: Mr. Figgie presently intends to continuously review his equity interest in the Corporation, and the Corporation's business affairs and financial condition. Depending on his 5 Page 5 of 13 evaluations of the Corporation's business and prospects, and upon future developments (including, but not limited to, performance of the Corporation, the availability of funds, future opportunities, money and stock market conditions, general economic conditions and his own personal financial circumstances), Mr. Figgie may, and reserves the right to, acquire additional shares of Class B Stock or Class A Common Stock, par value $.10 per share (the "Class A Stock") or dispose of shares of Class B Stock or Class A Stock in one or more privately negotiated transactions, on the open market, or otherwise. Mr. Figgie has met, and from time to time will meet or have discussions with, parties who have expressed an interest in acquiring his Class B and/or Class A Stock. Any sales by Mr. Figgie of all of his shares of Class B Stock could cause a change in control of the Corporation, a change in the composition of its Board of Directors or management or other changes implemented by any new Directors. Mr. Figgie and the Company are in discussions concerning Mr. Figgie's separation of employment from the Company and its impact upon the Company's repurchase rights and/or obligations under the Restricted Stock Plan with respect to the 100,000 shares of Class B Stock and 56,450 shares of Class A Stock issued to Mr. Figgie thereunder. 6 Page 6 of 13 Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Mr. Figgie beneficially owns an aggregate of 985,536 of Class B Stock, which constitutes approximately 19.94% of the outstanding shares of Class B Stock as of May 18, 1994. Included in the number of shares as to which Mr. Figgie has sole beneficial ownership are 435 shares of Class B Stock allocated to him under the Figgie International Inc. Stock Ownership Trust and Plan (the "ESOP"), 541 shares of Class B Stock allocated to him under the Figgie International Inc. Stock Ownership Trust and Plan for Salaried Employees (the "ESOP for Salaried Employees"), and 14,669 shares of Class B Stock allocated to him under the Figgie International Inc. Stock Bonus Trust and Plan (the "Stock Bonus Plan") (collectively, the "Plans"). Under the terms of the trust instruments governing the Plans, participants are entitled to instruct the Trustee of the plan, on a confidential basis, on how to vote shares allocated to their accounts on any matter to be voted on by stockholders of the Corporation and on whether to tender such shares in any tender or exchange offer. Allocated shares for which no instructions are received cannot be voted or tendered by the Trustee. Shares held by the ESOP for Salaried Employees which were originally acquired with surplus assets of the Corporation's 7 Page 7 of 13 Retirement Income Plan (an overfunded defined benefit plan terminated on November 21, 1988), including shares purchased with loans repaid with such assets, generally cannot be disposed of by the Trustee, except in certain limited circumstances which are hereinafter described. The trust instruments authorize each Trustee of the Plans to dispose of certain allocated and unallocated shares held by the Plans only pursuant to the directions of participants with respect to the diversification of the investments of participant accounts, or in the response to a tender or exchange offer, or as needed for the purposes of making distributions of cash in lieu of shares or distributions of shares of Class A Stock instead of Class B Stock. The aggregate number of shares beneficially owned by Mr. Figgie excludes a total of 301,030 shares of Class B Stock beneficially owned, or that may be deemed to be beneficially owned, by members of Mr. Figgie's immediate family, The Figgie Family Foundation, and certain Figgie family trusts. Of the excluded shares, Mr. Figgie's wife owned 57,881 shares of Class B Stock; Matthew P. Figgie (Mr. Figgie's son, who lives in the same home as Mr. Figgie) owned 465 shares of Class B Stock (excluding those held in trust noted below); Dr. Harry E. Figgie, III (Mr. Figgie's son) beneficially owned 58,393 shares of Class B Stock (excluding those held in trust noted below); Dr. Mark P. Figgie (Mr. Figgie's son) owned 58,189 shares of Class B Stock (excluding those held in trust noted below); and The Figgie Family Foundation, of which Mr. Figgie is one of six trustees, 8 Page 8 of 13 owned 2,112 shares of Class B Stock. Also, of the excluded shares, 69,000 shares of Class B Stock were held in trust for Mr. Figgie's wife for which The Wilmington Trust Company acts as trustee; 47,493 shares of Class B Stock were held in trust for Matthew P. Figgie, for which Dr. Harry E. Figgie, III, F. Rush McKnight, and David L. Carpenter act as trustees; 2,499 shares of Class B Stock were held in trust for Dr. Harry E. Figgie, III, for which First Kentucky Trust Co. acts as trustee; 2,499 shares of Class B Stock were held in trust for Dr. Mark P. Figgie, for which First Kentucky Trust Co. acts as trustee; and 2,499 shares of Class B Stock were held in trust for Matthew P. Figgie, for which First Kentucky Trust Co. acts as trustee. (b) Mr. Figgie has sole voting power with respect to 850,972 shares of Class B Stock and sole dispositive power with respect to 750,972 shares of Class B Stock. Mr. Figgie has shared voting and dispositive power with respect to 134,564 shares of Class B Stock owned by Clark-Reliance. Clark-Reliance is wholly-owned by Mr. Figgie and members of his immediate family, and Mr. Figgie is Chairman of the Board of Clark-Reliance. Mr. Figgie shares voting and dispositive power with respect to these shares with his son, Dr. Harry E. Figgie, III, who is a citizen of the United States. Dr. Figgie is a Director and President of Clark-Reliance. Dr. Figgie's address is 16633 Foltz Industrial Parkway, Strongsville, Ohio 44136. Dr. Figgie retired on May 18, 1994 from his position 9 Page 9 of 13 as a Director of the Corporation, and on March 16, 1994 from his employment as Vice Chairman of Technology and Strategic Planning of the Corporation, whose address is stated in Item 1 above. Dr. Figgie has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. Dr. Figgie has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) Mr. Figgie's wife retired from her position as Vice President of Facilities Planning of the Corporation in February, 1994. On April 18, 1994, the Corporation exercised its rights to acquire, pursuant to the provisions of its 1993 Restricted Stock Purchase Plan for Employees (the "Restricted Stock Plan"), from Mrs. Figgie, 1,087 shares of Class B Stock awarded to Mrs. Figgie under the Restricted Stock Plan at a purchase price of $1.00 per share, and she elected to have withheld by the Company under the terms of the Restricted Stock Plan an additional 63 shares of Class B Stock, at $12.75 per share, to cover her tax withholding obligations. On May 18, 1994, Mr. Figgie's son, Matthew Figgie, terminated his employment as Director of Mergers and Acquisitions, Currency Trading and Corporate Investments of the Corporation. On May 27, 1994, the Corporation exercised its right to repurchase from 10 Page 10 of 13 Matthew Figgie 1,593 shares of Class B Stock awarded to him under the Restricted Stock Plan at a purchase price of $1.00 per share. (d) Clark-Reliance possesses an ownership interest in a portion of the securities listed or described in subsections (a) or (b) of this Item 5, and has certain rights to the receipt of, or power to direct the receipt of, dividends from, or the proceeds from the sale of the securities it owns. The Plans have the right to the receipt of dividends from, and any proceeds of the sale of, shares owned by the Plans, however, dividends on shares allocated to the accounts of participants are allocated to such accounts. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- A description of the voting arrangements of the Plans is contained in Item 5 of this Schedule 13D. Under the Corporation's Restricted Stock Plan, a participating employee has all of the rights of a stockholder (including voting and dividend rights) with respect to shares acquired by him under the Restricted Stock Plan, except that all such shares are generally subject to restrictions on their sale, transfer, or encumbrance, which restrictions generally prohibit the participant from disposing of such shares or interests 11 Page 11 of 13 therein until the earlier of July 1, 1998 (or the earlier termination of the Restricted Stock Plan) or the normal or early retirement, death, or total disability of the participant, and all certificates representing shares of Class A or Class B Stock issued under the Restricted Stock Plan remain in the custody of the Corporation until such time as the restrictions lapse. If a participant's employment terminates prior to the lapse of restrictions on the Restricted Stock Plan shares for any reason other than normal or early retirement, death, or total disability, the Corporation may, within a period of 90 days following the termination of the participant's employment, repurchase the participant's shares at a price equal to the lesser of the price paid by the participant for such shares or the then fair market value of the shares. However, the Corporation may, in its discretion, determine that the Corporation's right to repurchase will not be exercised, in which case the restrictions on transferability and disposition will lapse and the participant will receive custody and may dispose of the shares. Upon normal or early retirement prior to the lapse of the restrictions on a participant's shares, the participant may be required (unless otherwise determined by the Committee) to resell a specified percentage of the shares purchased under the Restricted Stock Plan to the Corporation for the lesser of the price paid by the participant for such shares or the then fair market value of the shares. 12 Page 12 of 13 Mr. Figgie and the Company are in discussions concerning Mr. Figgie's separation of employment from the Company and its impact upon the Company's repurchase rights and/or obligations under the Restricted Stock Plan with respect to the 100,000 shares of Class B Stock and 56,450 shares of Class A Stock issued to Mr. Figgie thereunder. Item 7. Material to be Filed as Exhibits. ---------------------------------- See the Exhibit Index at page E-1 of this Amendment No. 1 to Schedule 13-D. 13 Page 13 of 13 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. Dated: July 20, 1994 By: /s/ Harry E. Figgie, Jr. ------------------------------- Harry E. Figgie, Jr. 14 EXHIBIT INDEX Sequential Exhibit No. Description Page No. ---------- ----------- ---------- 1. 1993 Restricted Stock Purchase Plan for N/A Employees, which is incorporated herein by reference from the Company's Form S-8 Registration Statement, File No. 33-66208. 2. Offer of Shares Pursuant to the Figgie 15 International Inc. 1993 Restricted Stock Purchase Plan for Employees. 3. Acceptance of Offer and Escrow Agreement with 16 respect to the Figgie International Inc. 1993 Restricted Stock Purchase Plan for Employees. 4. Irrevocable Stock Power with respect to the Figgie 18 International Inc. 1993 Restricted Stock Purchase Plan for Employees. 5. Confirmatory letter with respect to the Figgie 19 International Inc. 1993 Restricted Stock Purchase Plan for Employees. E-1 EX-2 2 EXHIBIT 1 EXHIBIT 2 OFFER OF SHARES PURSUANT TO THE FIGGIE INTERNATIONAL INC. 1993 RESTRICTED STOCK PURCHASE PLAN FOR EMPLOYEES ------------------------------------------------- To: Harry E. Figgie, Jr. Please be advised that the Stock Option Committee (the "Committee") of the Board of Directors of Figgie International Inc. (the "Corporation") pursuant to the 1993 Restricted Stock Purchase Plan for Employees (the "Plan") has on the date hereof allocated to Offeree an aggregate of 56,450 shares of the Corporation's Class A Common Stock, par value $.10 per share, and 100,000 shares of the Corporation's Class B Common Stock, par value $.10 per share, which may be purchased by Offeree at a purchase price of One Dollar ($1.00) per share pursuant to the Plan. In addition to the restrictions contained in the Plan, in the event Offeree elects either normal retirement or early retirement, as such terms as defined in the Figgie International Retirement Income Plan, Offeree will be required, within ninety (90) days prior to his retirement, to return to the Corporation for repurchase a portion of the shares of Class A and B Common Stock covered by this Offer, as set forth below based on his date of retirement. In such event, the Corporation will repurchase such shares from the Offeree at a price equal to the lesser of the purchase price paid by such Offeree for such shares or the fair market value of such shares as of the date the Corporation repurchases such shares. Percentage of Shares of each Class Date of Retirement to be Repurchased ------------------ -------------------- Between July 1, 1993 and December 31, 1993 100% Between January 1, 1994 and June 30, 1994 90% Between July 1, 1994 and December 31, 1994 80% Between January 1, 1995 and June 30, 1995 70% Between July 1, 1995 and December 31, 1995 60% Between January 1, 1996 and June 30, 1996 50% Between July 1, 1996 and December 31, 1996 40% Between January 1, 1997 and June 30, 1997 30% Between July 1, 1997 and December 31, 1997 20% Between January 1, 1998 and July 1, 1998 10% In order for such shares of Class A and Class B Common Stock to be purchased by and issued to the Offeree, the Plan requires that such shares be registered or exempt from registration under the applicable securities or blue sky laws of the state wherein the Offeree resides, and that the Offeree, before the expiration of sixty (60) days from the date of this Offer (unless such period shall be extended by the Committee), execute and deliver to the Corporation's representative named below, in duplicate, the enclosed Acceptance of Offer and Escrow Agreement (including Stock Power attached thereto), together with the sum of $156,450.00 in payment of the purchase price for the shares of Class A and Class B Common Stock. /s/ Cheri A. Costello --------------------------- Plan Representative EX-3 3 EXHIBIT 1 EXHIBIT 3 ACCEPTANCE OF OFFER AND ESCROW AGREEMENT ---------------- Figgie International Inc. 4420 Sherwin Road Willoughby, Ohio 44094 Attention: Cheri A. Costello, Plan Representative Gentlemen: Delivered herewith is the sum of $156,450.00 in full payment of the purchase price for the 56,450 shares of Class A Common Stock, par value $.10 per share and 100,000 shares of Class B Common Stock, par value $.10 per share, collectively, (the "Shares") of Figgie International Inc. (the "Corporation") allocated to and purchased by me under and pursuant to the Corporation's 1993 Restricted Stock Purchase Plan for Employees (the "Plan"). I represent and agree that the Shares are being acquired by me for investment purposes only and that I have no present intention to transfer, sell or otherwise dispose of such Shares, except as permitted pursuant to the Plan and in compliance with applicable securities laws. I further agree that the shares are being acquired by me in accordance with and subject to all the terms, provisions and conditions of the Plan. In consideration of the Corporation's sale of the Shares to me, I hereby agree that the certificate or certificates representing the Shares will, from the Date of Issuance of the Shares as defined in the Plan, remain in the possession of the Corporation to be held by it in escrow until the date upon which the restrictions imposed upon the Shares by Sections 6, 7 and 11 of the Plan will have lapsed in accordance with the terms and conditions thereof, whereupon the Corporation will deliver such certificate or certificates to me free and clear of such restrictions (unless the Shares shall have been purchased from me by the Corporation as provided in Section 6.3 or 6.4, or withheld in accordance with Section 11 of the Plan). To facilitate the escrow of the Shares with the Corporation and to facilitate any repurchase or withholding of the Shares by the Corporation pursuant to Section 6.3 or 6.4 or Section 11 of the Plan, I have delivered herewith the attached stock power with respect to the Shares executed by me in blank as of the date hereof. I acknowledge and understand that during the period the Shares are held in escrow by the Corporation, I will be entitled to vote the Shares and to receive all dividends thereon declared and paid by the Corporation. I further understand and agree that during the period the Shares are held in escrow by the Corporation, I will be unable to transfer, assign, sell or pledge the Shares as collateral for a loan. I acknowledge that the Corporation may require that I make such provisions as are necessary for the Corporation to satisfy its obligations, under applicable income tax laws, to withhold for income or other taxes due upon or incident to the lapse of restrictions imposed upon the Shares. I understand and agree that in addition to the restrictions contained in this Plan, I will be required to return a portion of the Shares covered by this Agreement as set forth below in the event of my normal or early retirement prior to the lapse of the restrictions described in and imposed upon the Shares by Section 6 of the Plan and, in connection therewith, the Corporation (in the Committee's discretion) will repurchase such portion of my shares at a price equal to the lesser of the purchase price paid by me for such shares or the fair market value of such shares as of the date they are repurchased by the Corporation. 2 Percentage of Shares of each Class Date of Retirement to be Repurchased ------------------ -------------------- Between July 1, 1993 and December 31, 1993 100% Between January 1, 1994 and June 30, 1994 90% Between July 1, 1994 and December 31, 1994 80% Between January 1, 1995 and June 30, 1995 70% Between July 1, 1995 and December 31, 1995 60% Between January 1, 1996 and June 30, 1996 50% Between July 1, 1996 and December 31, 1996 40% Between January 1, 1997 and June 30, 1997 30% Between July 1, 1997 and December 31, 1997 20% Between January 1, 1998 and July 1, 1998 10% Further, I understand and agree that I will be required to return all of the Shares covered by this Agreement in the event of my termination of employment prior to normal or early retirement (except for a termination due to my death or total disability) prior to the lapse of the restrictions described in and imposed upon the shares by Section 6 of the Plan and, in connection therewith, the Corporation (in the Committee's discretion) will repurchase my shares at a price equal to the lesser of the purchase price paid by me for such shares or the fair market value of such shares as of the date they are repurchased by the Corporation. The provisions of this Agreement will be applicable to the Shares and to any shares or other securities of the Corporation which may be acquired by me as a result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalizing or otherwise, affecting the Shares. As used in this Agreement, the term "the Shares" will be deemed to include any such securities issued in respect of the Shares. This Agreement will be binding upon and inure to the benefit of the Corporation, myself, and its and my respective successors and legal representatives. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof shall not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach. In the event of the invalidity of any part or provision of this Agreement, such invalidity shall not affect the enforceability of any other part or provision of this Agreement. Very truly yours, Name: /s/ Harry E. Figgie, Jr. -------------------------------- Address: 37001 Shaker Blvd. ------------------------------ Hunting Valley, Ohio 44022 ------------------------------ Social Security No.: ###-##-#### ----------------- EX-4 4 EXHIBIT 1 EXHIBIT 4 IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, Harry E. Figgie, Jr., hereby sells, assigns and transfers unto FIGGIE INTERNATIONAL INC. Fifty-Six Thousand Four Hundred Fifty (56,450) Shares of Class A Common Stock and One Hundred Thousand (100,000) Shares of Class B Common Stock of FIGGIE INTERNATIONAL INC. standing in my name on the books of said Corporation represented by Certificates Nos. FBU 9622 and FBU 9878 and does hereby irrevocably constitute and appoint the Senior Vice President-International, General Counsel and Secretary as attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated: 8/4/93 - ---------------------- Sign Here: /s/ Harry E. Figgie, Jr. ------------------------ In The Presence of: /s/ Cheri A. Costello - ---------------------- EX-5 5 EXHIBIT 1 EXHIBIT 5 [FIGGIE INTERNATIONAL LOGO] September 7, 1993 Mr. Harry E. Figgie, Jr. c/o Figgie International Inc. 4420 Sherwin Road Willoughby, Ohio 44094 Re: 1993 Restricted Stock Purchase Plan for Employees Dear Mr. Figgie: This is to confirm that, in accordance with the provisions of the above-mentioned Plan, Figgie International Inc. is holding in escrow on your behalf Stock Certificates Numbers FBU 9622 and FBU 9878 dated August 30, 1993, representing 56,450 shares of the Corporation's Class A Common Stock and 100,000 shares of the Corporation's Class B Common Stock respectively. I am enclosing a fully executed copy of the Acceptance of Offer and Escrow Agreement for your files. Sincerely, Cheri A. Costello Plan Representative (216) 953-2854 CAC:cm Enclosure cc: L.A. Harthun Prentis Trickett -----END PRIVACY-ENHANCED MESSAGE-----