0000950130-95-001658.txt : 19950821 0000950130-95-001658.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950130-95-001658 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950818 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] 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: 95565271 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: MENTOR PARTNERS LP CENTRAL INDEX KEY: 0000904197 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061260469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-935-7640 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)/1/ Figgie International Inc. -------------------------------------------------------------------------------- (Name of Issuer) Class B Common Stock, par value $.10 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 316828607 -------------------------------------------------------------------------------- (Cusip Number) Daniel R. Tisch Mentor Partners, L.P. 500 Park Avenue New York, New York 10022 (212) 935-7640 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 1995 -------------------------------------------------------------------------------- (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. ____________________________ /1/The remainder of this cover page shall be filled out for a reporting persons'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.) Page 1 of 6 Pages SCHEDULE 13D -------------------------------- ---------------------------------- CUSIP NO. 316828607 PAGE 2 OF 6 PAGES --------------------- ------- ------- -------------------------------- ---------------------------------- ------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mentor Partners, L.P. Employer I.D.# 06-126-0469 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------------------- 7 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 299,500 SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 299,500 PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,500 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 27, 1995 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to the Class B Common Stock, par value $.10 per share (the "Shares"), of Figgie International Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information set forth in Item 3 ("Source and Amount of Funds or Other Consideration") of the Schedule 13D is hereby amended and supplemented by adding the following information. The $2,663,791.55 used by the Partnership to purchase the Shares came from the Partnership's working capital, which may at any given time include funds borrowed in the ordinary course of its business activities from margin accounts. All of the Shares acquired by the Partnership were purchased in the ordinary course of the Partnership's business. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Item 5 ("Interest in Securities of the Issuer") of the Schedule 13D is hereby amended and supplemented by adding the following information to the respective paragraphs thereof. (a) As of the close of business on August 17, 1995, the Partnership beneficially owns an aggregate of 299,500 Shares (which is approximately 6.3% of the 4,726,669 Shares outstanding as reported on July 10, 1995 in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995). (c) Transactions in the Shares in the past 60 days by the Partnership are set forth on Schedule A attached hereto and hereby incorporated herein by reference. Except for such transactions, no other Page 3 of 6 Pages transactions in the Shares have been effected during the past sixty days by the Partnership or, to its best knowledge, any Control Person. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in Item 6 ("Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer") of the Schedule 13D is hereby amended and supplemented by adding the following information. During the period commencing February 16, 1995 and ending August 17, 1995, the Partnership completed short sales, all of which are currently open, of 167,600 shares of the Class A Common Stock, par value $.10 per share, of the Company. The short sales were effected in transactions on The Nasdaq National Market and the counterparties to the transactions are unknown to the Partnership. Page 4 of 6 Pages 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: August 18, 1995 MENTOR PARTNERS, L.P. By: /s/ Daniel R. Tisch ---------------------- Daniel R. Tisch Authorized Signature Page 5 of 6 Pages SCHEDULE A/2/ Acquisitions of Shares by the ------------------------------ Partnership During the Past Sixty Days --------------------------------------
Transaction Aggregate Price per Date No. Shares Price Share ----------- ---------- ----- -------- 8/17/95 1,200 $13,698 $11.415
____________________ /2/ All Shares were purchased in transactions on the Nasdaq National Market. Page 6 of 6 Pages