content: <PAGE>
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               SECURITIES AND EXCHANGE COMMISSION
  
                     WASHINGTON, D.C.  20549
  
  
  
                            FORM 8-K
  
  
  Current Report Pursuant to Section 13 or 15(d) of
         The Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported):
                     July 8, 1994 
  
  
                    FIGGIE INTERNATIONAL INC.
  (Exact name of registrant specified in its charter)
  
  
       Delaware             1-8591            52-1297376
    (State or other    (Commission File    (I.R.S. Employer
    jurisdiction of         Number)        Identification No.)
    incorporation)
  
  
   4420 Sherwin Road, Willoughby, Ohio                  44094
   (Address of principal executive offices)          (Zip Code)
  
  
  Registrant's telephone number, including area code: 
                   216-953-2700
  
  
               (not applicable)
  (Former name or former address, if changed since last report)
  
  
                        Page 1 of 3 pages
  <PAGE>
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  Item 2.   Acquisition or Disposition of Assets.
  
            On July 8, 1994, Figgie International Inc. (the
  "Registrant") sold its Rawlings Sporting Goods Company
  division (the "Rawlings Business") through a public offering
  of the shares of Rawlings Sporting Goods Company, Inc., a
  Delaware corporation (the "RSGC") formed to acquire the
  Rawlings Business in exchange for shares of Common Stock. 
  Immediately prior to the transfer by the Registrant of the
  Rawlings Business to RSGC pursuant to an Assets Transfer
  Agreement between the Registrant and RSGC dated July 8, 1994,
  the Registrant purchased the outstanding receivables of the
  Rawlings Business from The CIT Group/Commercial Services,
  Inc., to which the Registrant had previously sold the
  receivables, and contributed them to the Rawlings Business. 
  In exchange for the Rawlings Business, including all of the
  stock of two subsidiaries of the Registrant and various
  assets of other subsidiaries, the Registrant received (a) a
  note in the principal amount of $35.0 million (the "Selling
  Stockholder Note"), (b) 7,649,981 shares of common stock of
  RSGC, which resulted in the Registrant owning 7,650,000
  shares, or over 99% of the issued and outstanding shares of
  RSGC's common stock, (c) the right to receive any amount by
  which the investment of the Registrant in the Rawlings
  Business as of July 8, 1994 but prior to the transfer of the
  Rawlings Business to RSGC exceeds approximately $42.0
  million, provided, however, that if the Registrant's
  investment in the Rawlings Business is less than $42.0
  million, the Registrant has the obligation to pay to RSGC the
  difference between such investment amount and $42.0 million,
  and (d) the right to receive 43% of the tax benefit that RSGC
  obtains as a result of the higher tax basis of the assets of
  the Rawlings Business from their basis when owned by the
  Registrant.  The Registrant sold the 7,650,000 shares of
  common stock of RSGC in concurrent public underwritten
  offerings in the United States and Canada at a public
  offering price of $12.00 per share.
  
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Pro Forma Financial Information
  
            Pro Forma Financial Information is not required
  because the Registrant has reflected the Rawlings Business as
  a discontinued operation in its financial statements for the
  fiscal year ended December 31, 1993 and for the interim
  period ended March 31, 1994.
  
            (b)  Exhibits.
  
                 (1)  Assets Transfer Agreement, dated July 8,
                      1994, by and among Figgie International
                      Inc., Figgie Licensing Corporation,
                      Figgie International Real Estate, Inc.,
                      Figgie Properties Inc. and Rawlings
                      Sporting Goods Company, Inc.
  
                 (2)  Tax Sharing and Separation Agreement,
                      dated July 8, 1994, between Figgie
                      International Inc. and Rawlings Sporting
                      Goods Company, Inc.
  <PAGE>
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                            SIGNATURE
  
            Pursuant to the requirements of the Securities
  Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned hereunto
  duly authorized.
  
  
                      FIGGIE INTERNATIONAL INC.
  
  
  
                      By /s/ L.A. Harthun, Esq.
                           L.A. Harthun, Esq.
                           Senior Vice President
                           International, General Counsel
                           and Secretary
  
  
  Dated:  July 26, 1994
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metadata_filer: {"company-data": {"conformed-name": "FIGGIE INTERNATIONAL INC /DE/", "cik": "0000720032", "assigned-sic": "7381", "irs-number": "521297376", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08591", "film-number": "94539918"}, "business-address": {"street1": "4420 SHERWIN RD", "city": "WILLOUGHBY", "state": "OH", "zip": "44094", "phone": "2169532700"}, "mail-address": {"street2": "4420 SHERWIN RD", "city": "WILLOUGHBY", "state": "OH", "zip": "44094"}, "former-company": {"former-conformed-name": "FIGGIE INTERNATIONAL HOLDINGS INC", "date-changed": "19870112"}}
text: 1
  
               SECURITIES AND EXCHANGE COMMISSION
  
                     WASHINGTON, D.C.  20549
  
                            FORM 8-K
  
  Current Report Pursuant to Section 13 or 15(d) of
         The Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):
                     July 8, 1994 
  
                    FIGGIE INTERNATIONAL INC.
  (Exact name of registrant specified in its charter)
  
       Delaware             1-8591            52-1297376
    (State or other    (Commission File    (I.R.S. Employer
    jurisdiction of         Number)        Identification No.)
    incorporation)
  
   4420 Sherwin Road, Willoughby, Ohio                  44094
   (Address of principal executive offices)          (Zip Code)
  
  Registrant's telephone number, including area code: 
                   216-953-2700
  
               (not applicable)
  (Former name or former address, if changed since last report)
  
                        Page 1 of 3 pages
  2
  
  Item 2.   Acquisition or Disposition of Assets.
  
            On July 8, 1994, Figgie International Inc. (the
  "Registrant") sold its Rawlings Sporting Goods Company
  division (the "Rawlings Business") through a public offering
  of the shares of Rawlings Sporting Goods Company, Inc., a
  Delaware corporation (the "RSGC") formed to acquire the
  Rawlings Business in exchange for shares of Common Stock. 
  Immediately prior to the transfer by the Registrant of the
  Rawlings Business to RSGC pursuant to an Assets Transfer
  Agreement between the Registrant and RSGC dated July 8, 1994,
  the Registrant purchased the outstanding receivables of the
  Rawlings Business from The CIT Group/Commercial Services,
  Inc., to which the Registrant had previously sold the
  receivables, and contributed them to the Rawlings Business. 
  In exchange for the Rawlings Business, including all of the
  stock of two subsidiaries of the Registrant and various
  assets of other subsidiaries, the Registrant received (a) a
  note in the principal amount of $35.0 million (the "Selling
  Stockholder Note"), (b) 7,649,981 shares of common stock of
  RSGC, which resulted in the Registrant owning 7,650,000
  shares, or over 99% of the issued and outstanding shares of
  RSGC's common stock, (c) the right to receive any amount by
  which the investment of the Registrant in the Rawlings
  Business as of July 8, 1994 but prior to the transfer of the
  Rawlings Business to RSGC exceeds approximately $42.0
  million, provided, however, that if the Registrant's
  investment in the Rawlings Business is less than $42.0
  million, the Registrant has the obligation to pay to RSGC the
  difference between such investment amount and $42.0 million,
  and (d) the right to receive 43% of the tax benefit that RSGC
  obtains as a result of the higher tax basis of the assets of
  the Rawlings Business from their basis when owned by the
  Registrant.  The Registrant sold the 7,650,000 shares of
  common stock of RSGC in concurrent public underwritten
  offerings in the United States and Canada at a public
  offering price of $12.00 per share.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Pro Forma Financial Information
  
            Pro Forma Financial Information is not required
  because the Registrant has reflected the Rawlings Business as
  a discontinued operation in its financial statements for the
  fiscal year ended December 31, 1993 and for the interim
  period ended March 31, 1994.
  
            (b)  Exhibits.
  
                 (1)  Assets Transfer Agreement, dated July 8,
                      1994, by and among Figgie International
                      Inc., Figgie Licensing Corporation,
                      Figgie International Real Estate, Inc.,
                      Figgie Properties Inc. and Rawlings
                      Sporting Goods Company, Inc.
  
                 (2)  Tax Sharing and Separation Agreement,
                      dated July 8, 1994, between Figgie
                      International Inc. and Rawlings Sporting
                      Goods Company, Inc.
  3
                            SIGNATURE
  
            Pursuant to the requirements of the Securities
  Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned hereunto
  duly authorized.
  
                      FIGGIE INTERNATIONAL INC.
  
                      By /s/ L.A. Harthun, Esq.
                           L.A. Harthun, Esq.
                           Senior Vice President
                           International, General Counsel
                           and Secretary
  
  Dated:  July 26, 1994