UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4 )
Name of Issuer: Franklin Electric Co. Inc.
Title of Class of Securities: Common
Cusip Number: 353514102
Name, Address and Telephone Number of Person authorized to receive
notices and communications: Kevin Handwerker, General Counsel,
c/o Neuberger Berman, 605 Third Avenue, NY, NY 10158
Date of Event which requires Filing of this statement: November 12, 2003
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 0
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).
SCHEDULE 13 D
CUSIP NO. 353514102
1.Name of Reporting Person
S.S. or IRS identification NO. of Above Person
Marvin Schwartz
SS # 085-32-5709
2.Check the appropriate box if a member of a group*
a 0
b 0
3. Sec use only
4.Source of funds*
P.F.F.O.
5.Check Box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)
0
6. Citizenship or place of organization
U.S.A.
7. Sole Voting Power
456,520
8.Shared voting power
0
9.Sole dispositive power
496,392
10. Shared dispositive power
39,872
11. Aggregate amount beneficially owned by each reporting person
496,392
12.Check box if the aggregate amount in row 11 excludes certain shares*
0
13. Percent of class represented by amount in row 11.
4.55%
14.Type of reporting person*
IN
ITEM 1 Security and Issuer
This statement related to the common stock (the "shares") of
Franklin Electric Co. Inc. (the "Company"). The Address of the principal
executive offices of the company is 400 E. Spring Street, Bluffton, IN 46714.
ITEM 2 Identity and Background
A) The name of the individual filing this statement is
Marvin Schwartz
B) The business address of Marvin Schwartz is: c/o Neuberger Berman, LLC,
605 Third Avenue, New York, New York 10158-3698.
C) Marvin Schwartz is a Managing Director of Neuberger Berman, LLC,
a limited liability company organized under the laws of the
State of Delaware. Neuberger Berman, LLC is a registered broker/dealer
and registered investment advisor which conducts a general
brokerage, dealer and investment advisory business. This filing is
made by Mr. Schwartz individually and not in his
capacity as Managing Director of Neuberger Berman, LLC.
The shares are held individually by Mr. Schwartz and others.
The firm of Neuberger Berman, LLC has no voting or dispositive
power regarding these shares.
D) During the last five years Marvin Schwartz has not been convicted
in a criminal proceeding(excluding traffic violations or similar
misdemeanors).
E) During the last five years Marvin Schwartz has not been a party to a
civil proceeding as a result of which he is subject to judgement,
decree or order enjoining future violations of or prohibiting
or mandating activited subject to Federal or State securities laws
or finding any violation with respect to such laws.
F) Marvin Schwartz is a United States citizen.
ITEM 3 Source and Amounts of Funds
Marvin Schwartz now owns 456,520 Shares for his
personal account. Those shares acquired were purchased with his
personal funds.
In addition, Marvin Schwartz now beneficially owns 496,392 shares as follows:
39,872 shares are held in street name as
a part of several accounts for the benefit of Marvin Schwartz's family.
Marvin Schwartz is a beneficial owner of these 39,872
shares based on his discretionary and shared dispositive
power over these accounts.
ITEM 4 Purpose of Transaction
Marvin Schwartz purchased the shares for investment purposes only.
He does not have any plans or proposals which relate to or
would result in any of the activities or matters referred to in paragraphs
(a) through (j), inclusive of item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
A) Marvin Schwartz is the beneficial owner of 496,392
shares which represents 4.55% of the 10,898,272 shares outstanding.
B) Marvin Schwartz has the sole power to dispose of 496,392 shares
and has shared dispositive power with regard to 39,872
shares. Marvin Schwartz has sole voting power with regard to 456,520
shares and has shared voting power with regard to 0 shares.
C) During the 60 days surrounding the event triggering this filing,
Marvin Schwartz effected 32 open market transactions in the shares.
The trade dates and prices are noted below:
Trade Date B/S Shares Price
09/04/03 S 100 62.1
09/08/03 S 5,000 61.75
09/17/03 S 3,000 60
09/18/03 S 1,200 60
09/22/03 S 500 60
09/23/03 S 300 60
10/13/03 S 18,788 63.8582
10/13/03 S 10,606 63.8582
10/13/03 S 10,606 63.8582
10/14/03 S 3,000 64.175
10/15/03 S 800 64.0388
10/16/03 S 1,100 63.0309
10/17/03 S 3,600 63.0889
10/28/03 S 4,000 61.9625
10/29/03 S 3,500 61.6937
10/30/03 S 2,100 61.8486
10/31/03 S 2,900 62.1413
10/31/03 S 2,300 62.1413
11/03/03 S 7,600 62.1179
11/04/03 S 10,000 63.1719
11/05/03 S 3,300 63.3394
11/06/03 S 6,700 63.1045
11/07/03 S 1,700 63.8529
11/10/03 S 6,300 63.0308
11/11/03 S 1,000 63
11/12/03 S 20,000 62.8157
11/13/03 S 5,000 63.0197
11/13/03 S 5,000 63.0197
11/24/03 S 2,000 62.97
11/25/03 S 3,000 62.88
12/01/03 S 5,600 62.5893
12/02/03 S 7,400 62.6919
ITEM 6 Contracts, Agreements, Understandings or Relationship with Respect to
Securities of Issuer
There are no agreements, contracts or understandings of any kind between
Marvin Schwartz and any other person with regard to the shares or the issuer.
ITEM 7 Material to be filed as Exhibits
There are no materials to be filed as exhibits.
Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Signatures
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
Marvin Schwartz