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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
Hubbell Incorporated
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(Name of Issuer)
Class A Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
443510102
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(CUSIP Number)
Richard W. Davies, 584 Derby Milford Rd., Orange, CT 06477 Phone (203) 799-4230
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 6, 2002
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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 13D Page 2 of 5
CUSIP No. 443510102
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________________________________________________________________________________
1. Names of Reporting Persons, I.R.S. Identification Nos. of above
persons (entities only)
Richard W. Davies
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________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
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________________________________________________________________________________
3. SEC Use Only
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________________________________________________________________________________
4. Source of Funds (See Instructions) Not applicable
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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 or Place of Organization United States of America
-----------------------------------
________________________________________________________________________________
Number of 7. Sole Voting Power 24,394
Shares ---------------------------------------------
Beneficially __________________________________________________________________
Owned by
Each 8. Shared Voting Power 4,696,384
Reporting ------------------------------------------
Person __________________________________________________________________
With
9. Sole Dispositive Power 24,394
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__________________________________________________________________
10. Shared Dispositive Power 4,696,384
-------------------------------------
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,720,778
-----------
________________________________________________________________________________
12. Check if the Aggregate Amount in row (11) Excludes Certain Shares
(See Instructions)
-----------------------------------------------------
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 48.8
---------------------
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
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------------------------------------------------------------------------
------------------------------------------------------------------------
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________________________________________________________________________________
Page 3 of 5
STATEMENT PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer
The title of the class of equity securities to which this statement relates is:
Class A Common Stock, par value $.01 per share.
The name and address of the principal executive offices of the issuer of such
securities is:
Hubbell Incorporated
584 Derby Milford Road
P.O. Box 549
Orange, CT 06477
Item 2. Identity and Background
The name of the person filing is Richard W. Davies, as a trustee under a Trust
Indenture dated September 2, 1957 made by Louie E. Roche (the "Roche Trust") and
trustee under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell
(the "Hubbell Trust").
Mr. Davies' business address is 584 Derby Milford Road, Orange, CT 06477, and
his principal occupation is Vice President, General Counsel and Secretary of
Hubbell Incorporated.
Mr. Davies has not during the last five years either (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Mr. Davies is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable; see Item 4 below.
Item 4. Purpose of Transaction
On May 6, 2002, Mr. Davies became a trustee of the Roche and Hubbell Trusts
which currently hold an aggregate of 4,590,080 shares of Hubbell Class A Common
Stock.
Item 5. Interest in Securities of the Issuer
The total number of shares of Class A Common Stock beneficially owned (as
defined in Rule 13d-3 under the Act) by Mr. Davies, as of May 6, 2002, is
4,720,778, which is comprised of (i) 2,734,240 shares held as co-trustee under
the Roche Trust as to which he has shared voting
Page 4 of 5
and investment power; (ii) 1,855,840 shares held as co-trustee under the Hubbell
Trust as to which he has shared voting and investment power; (iii) 106,304
shares held as co-trustee under The Harvey Hubbell Foundation as to which he has
shared voting and investment power; and (iv) 24,394 shares of which he is the
record and beneficial owner. The aggregate Class A Common shares beneficially
owned by Mr. Davies represent approximately 48.81% of the total outstanding
shares of Class A Common Stock (based upon 9,672,000 Class A Common shares
reported in Hubbell Incorporated's Form 10-Q for the quarter ended March 31,
2002).
The total number of shares of Class B Common Stock beneficially owned (as
defined in the Act) by Mr. Davies, as of May 6, 2002 is 136,731, which is
comprised of (i) 29,358 shares held as co-trustee under The Harvey Hubbell
Foundation as to which he has shared voting and investment power; (ii) 25,083
shares held as record and beneficial owner (including 2,370 shares held
indirectly as custodian for his minor child under the UGMA of Connecticut); and
(iii) stock options currently exercisable under the Company's 1973 Stock Option
Plan for Key Employees to purchase 82,290 Class B Common shares. The aggregate
Class B Common shares beneficially owned by Mr. Davies represent approximately
0.28% of the total outstanding shares of Class B Common Stock (based upon
49,372,000 Class B Common shares reported in Hubbell Incorporated's Form 10-Q
for the quarter ended March 31, 2002).
Voting and investment power with respect to the shares of Class A Common Stock
held by the Roche and Hubbell Trusts is shared with Mr. G. J. Ratcliffe, whose
business address is 584 Derby Milford Road, Orange, Connecticut, 06477, and Mr.
Andrew McNally IV, whose business address is 333 North Michigan Avenue, Suite
501, Chicago, IL 60601. The principal occupation of Mr. Ratcliffe is Chairman of
the Board of Hubbell Incorporated and of Mr. McNally is senior principal of
Hammond, Kennedy, Whitney & Company, Inc. and a partner of River Road Capital
Partners.
Voting and investment power with respect to the shares of Class A and Class B
Common Stock held by The Harvey Hubbell Foundation is shared with Mr. Ratcliffe
and Mr. Timothy H. Powers, whose business address is 584 Derby Milford Road,
Orange, Connecticut 06477. The principal occupation of Mr. Powers is President
and Chief Executive Officer of Hubbell Incorporated.
To the knowledge of Mr. Davies, Messrs. Ratcliffe, McNally and Powers have not
during the last five years either (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
Messrs. Ratcliffe, McNally and Powers are citizens of the United States of
America.
The beneficiaries of the Roche Trust are the issue of Harvey Hubbell and their
spouses.
The beneficiaries of the Hubbell Trust are the issue of Harvey Hubbell.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not applicable; see Item 5, above.
Item 7. Material to be Filed as Exhibits
None.
Page 5 of 5
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: May 16, 2002 /s/ Richard W. Davies
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Richard W. Davies