SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Mine Safety Appliances Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
602720 10 4
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(CUSIP Number)
John T. Ryan III
Mine Safety Appliances Company
P.O. Box 426
Pittsburgh, Pennsylvania 15230
(412)967-3000
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 2, 1995
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(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with this statement [X]
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Page 1 of 8
CUSIP NO. 602720 10 4
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1) Name of Reporting Person, S.S No. John T. Ryan III(###-##-####)
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2) Check the Appropriate Box if a Member of a Group
(a)
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(b) X
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6) Citizenship U.S.A.
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Number of (7) Sole Voting Power 216,003
Shares Bene- -----------------------------------
ficially (8) Shared Voting Power 555,745
Owned by ---------------------------------
Reporting (9) Sole Dispositive Power 216,003
Person ------------------------------
With (10) Shared Dispositive Power 555,745
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11) Aggregate Amount Beneficially Owned by Reporting Person 771,748
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 13.3%
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14) Type of Reporting Person IN
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Item 1. Security and Issuer.
Common Stock, no par value (the "Common Stock"), of Mine Safety
Appliances Company (the "Company"), P.O. Box 426, Pittsburgh, Pennsylvania
15230.
Item 2. Identity and Background.
(a) Name of Person Filing: John T. Ryan III
(b) Residence or Business Address: Mine Safety Appliances Company, P.O.
Box 426, Pittsburgh, Pennsylvania 15230
(c) Present Principal Occupation: President and Chief Executive Officer
of the Company.
(d) During the last five years, the undersigned has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the undersigned was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the undersigned was or is subject to
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) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
The undersigned became a beneficial owner, as defined in Rule 13d-3, of
more than 5% of the Common Stock as a result of his qualification as an
executor of the Estate of John T. Ryan, Jr. (the "Estate") on August 2, 1995.
No funds or other consideration were paid in connection with his
qualification as executor.
Item 4. Purpose of Transaction.
See Item 3. The undersigned does not presently have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer or
the disposition of securities of the issuer, other than (i) grants of
securities or grants and/or exercises of stock options under benefit
plans of the Company in the ordinary course of business of the
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Company and (ii) the exercise of options held by the Estate and
disposition of shares of Common Stock held by the Estate in the course
of administering the Estate;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board, other than
any plans the Board of Directors may have to fill the seat left vacant
by the death of John T. Ryan, Jr.;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
exchange;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The undersigned beneficially owns (as defined in Rule 13d-3) 771,748 shares
of Common Stock, or 13.3% of the outstanding Common Stock, of which 9,903
are shares of Common Stock which the undersigned presently has a right to
acquire directly under stock options granted by the Company and 200 are
shares of Common Stock which the Estate presently has a right to acquire
through options held by the Estate.
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(b) With respect to the undersigned, see Items (7) through (10) on the cover
page. The undersigned has sole voting and dispositive power over 128,860
shares of Common Stock and 9,903 options for shares of Common Stock that he
owns directly, although 8,482 of such shares are restricted shares granted
by the Company and are presently restricted as to dispositive power. The
undersigned has sole voting and dispositive power over 77,240 shares of
Common Stock for which he acts as a trustee under several trusts. Voting and
dispositive power with respect to 17,500 shares held in another trust are
shared with G. Donald Gerlach, as co-trustee. Voting and dispositive power
with respect to 538,045 shares of Common Stock and options for 200 shares of
Common Stock held in the Estate, of which the undersigned is co-executor,
are shared with Mary Irene Ryan, as co-executor. The following information
with respect to such co-trustee and co-executor is to the best knowledge and
belief of the undersigned:
G. Donald Gerlach is a citizen of the United States of America. His
business address is 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219. His
present principal occupation is that of attorney and partner of Reed Smith
Shaw & McClay (law firm), 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219.
Mary Irene Ryan is a citizen of the United States of America. Her
business address is c/o John T. Ryan III, Mine Safety Appliances Company,
P.O. Box 426, Pittsburgh, Pennsylvania 15230. Her present principal
occupation is that of housewife.
To the knowledge of the undersigned, neither of the above persons has
within the past five years (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to 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) The undersigned became a beneficial owner, as defined in Rule 13d-3, of more
than 5% of the Common Stock as a result of becoming qualified as a co-
executor of the Estate on August 2, 1995. The following are the only
transactions in Common Stock effected by the undersigned since 60 days prior
to that date:
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(1) Gifts from and to the undersigned:
Date Shares
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6/6/95 910 disposed
7/24/95 180 acquired
(2) Exercises of options for Common Stock held by the Estate on August
25, 1995, as follows:
Option Price
Shares Per Share
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200 $43.875
200 47.125
500 40.427
500 44.000
(d) The undersigned holds an aggregate of 94,740 shares of Common Stock as
trustee or co-trustee of several trusts. Receipt of dividends or proceeds
from the sale of shares held in such trusts is for the benefit of the
beneficiaries of such trusts. No beneficiary of such trusts presently has an
interest in such dividends or proceeds amounting to more than 5% of the
outstanding shares of such class. The undersigned also holds an aggregate of
538,245 shares of Common Stock as co-executor of the Estate. Receipt of
dividends or proceeds from the sale of shares held in the Estate is for the
beneficiaries of the Estate. No beneficiary of the Estate presently has an
interest in such dividends or proceeds amounting to more than 5% of the
outstanding shares of such class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
The undersigned is sole trustee of a number of trusts. As such trustee,
the undersigned has the sole power to vote and dispose of the shares of
Common Stock held by these trusts. The undersigned is also a co-trustee of a
trust. The co-trustees have the power to vote and to dispose of the Common
Stock held by the trust. The undersigned is also a co-executor of the
Estate. The co-executors have the power to vote and to dispose of the Common
Stock held by the Estate. The undersigned also is party to certain stock
option or restricted stock agreements, as the case may be, with the Company
with respect to the 9,903 option shares and 8,482 shares of restricted stock
beneficially owned by him. The Estate also is party to a stock option
agreement with the Company with respect to 200 option shares beneficially
owned by the Estate.
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Item 7. Material to be filed as Exhibits.
The 1987 Management Share Incentive Plan related to the 9,903 option
shares and 8,482 restricted shares referred to in Item 6 above is hereby
incorporated as an exhibit by reference to Exhibit 10(a) to the Form 10-K
annual report for the Company for the fiscal year ended December 31, 1993.
The 1990 Non-Employee Directors' Stock Option Plan related to the 200
option shares referred to in Item 6 above is hereby incorporated by reference
to Exhibit 10(a) to the Form 10-Q quarterly report of the Company for the
fiscal quarter ended June 30, 1994.
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SIGNATURE
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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.
/s/ John T. Ryan III
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John T. Ryan III
Date: September 26, 1995
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