<PAGE>
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response...14.90
----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
The JPM Company
- ------------------------------------------------------------------------------
(Name of Issuer)
The JPM Company, Common Stock par Value $ .000067 per share.
- ------------------------------------------------------------------------------
(Title of Class of Securities)
#465933-10-9
-------------------------------------------------------
(CUSIP Number)
William Baker, The JPM Company, Route 15 North, Lewisburg, PA 17837,
(717) 524-8200
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 3, 1996
-------------------------------------------------------
(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 [X]. (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 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
- ----------------------- ---------------------
CUSIP No. 465933-10-9 PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janet B. Mathias
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(a)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 913,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 913,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Janet B. Mathias 990,753
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
17.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
PREFERRED STOCK EXCHANGE AGREEMENT
The JPM Company
Route 15 North
Lewisburg, PA 17837
Gentlemen:
The undersigned trustee acknowledges that he has received and reviewed a
copy of the Prospectus dated April 30, 1996 relating to the offering: (a) by the
underwriters named therein (the "Underwriters") of 2,100,000 shares of Common
Stock (the "Underwritten Shares") of The JPM Company (the "Company"), of which
1,876,800 shares are being sold by the Company and 223,200 shares are being sold
by certain shareholders of the Company (the "Selling Shareholders") and (b) by
the Company of 232,635 shares of Common Stock (the "Exchange Shares"). The
Company is offering the Exchange Shares through its officers on a best efforts
basis on the terms and in the manner described in the Prospectus under the
caption "Certain Transactions--Preferred Stock Exchange and Redemption."
1. EXCHANGE. Subject to the terms and conditions hereof, the undersigned
trustee hereby agrees to exchange the 17,600 shares of the Company's Class A
Preferred Stock (the "Preferred Shares") owned of record by The Trust of Janet
B. Mathias (the "Trust") for 77,253 Exchange Shares. The undersigned trustee
acknowledges that the number of Exchange Shares being offered in exchange for
the Preferred Shares (the "Trust Exchange Shares") has been calculated by
multiplying the number of Preferred Shares owned by the Trust by $32.92, the
price per share at which such Preferred Shares are redeemable by the Company,
and dividing the product so determined by $7.50, the initial public offering
price for the Underwritten Shares. The trustee is hereby delivering to the
Company a certificate or certificates representing the Preferred Shares, duly
endorsed for transfer, against delivery by the Company of a certificate
registered in the name of the Trust representing the Trust Exchange Shares.
2. REPRESENTATIONS OF THE TRUST. On behalf of the Trust, the undersigned
trustee represents and warrants to the Company as follows:
a. The Trust is the record and beneficial owner of the Preferred
Shares, free and clear of all liens, encumbrances or restrictions of any kind;
b. The execution and delivery of this agreement and the consummation
of the exchange contemplated hereby does not violate any provision of the
Declaration of Trust pursuant to which the Trust was created or any agreement,
document or other instrument or obligation to which the Trust is a party or by
which the Trust or any of the Preferred Shares is bound or affected; and
c. The Trust acknowledges and understands that the Company is
redeeming
<PAGE>
58,840 shares of the Company's Class A Preferred Stock, with respect to which no
exchange offer is being made, for cash in the amount of $32.92 per share and
that, if the Trust did not accept the exchange described in the Prospectus and
in this agreement, the Company would also have redeemed the Preferred Shares
owned by the Trust for cash in the amount of $32.92 per Preferred Share.
3. RESTRICTIONS ON TRANSFERABILITY OF THE EXCHANGE SHARES. In
consideration of the Company's agreement to exchange the Preferred Shares for
the Trust Exchange Shares, the Trust hereby agrees to the following restrictions
on transferability of the Trust Exchange Shares:
a. Without the prior written consent of Janney Montgomery Scott Inc.
and Advest Inc., as representatives of the Underwriters (the "Representatives"),
the Trust will not, at any time from the effective date (the "Effective Date")
of the Company's registration statement on Form S-1 filed with the Securities
and Exchange Commission (the "SEC"), as the same may be amended, pursuant to
which the Exchange Shares were registered under the Securities Act of 1933, as
amended (the "Act"), and for a period of 180 days thereafter, directly or
indirectly offer to sell, sell, contract to sell or otherwise transfer or
dispose of, any of the Trust Exchange Shares (otherwise than in private
transactions to the spouse, children, descendants, parents or grandparents of
the beneficiaries of the Trust or to another trust for the benefit of the
beneficiaries of the Trust or any of their respective spouses, children,
descendants, parents or grandparents, provided that each such transferee agrees
in writing to be bound by the provisions of this Section 3). The Trust further
agrees that, without the prior written consent of the Representatives, the Trust
will not exercise any demand, mandatory, piggyback, optional or any other
registration rights with respect to the Trust Exchange Shares for a period of
180 days from the Effective Date.
b. During the period commencing 180 days after the Effective Date,
the Trust agrees that it will not sell any Trust Exchange Shares if and to the
extent that such Trust Exchange Shares, if they constituted "restricted
securities" as defined in Rule 144(a)(3) promulgated by the SEC under the Act,
could not be sold in accordance with the volume limitations set forth in Rule
144(e), as such Rule may be amended from time to time.
c. The Trust acknowledges and agrees that the Representatives are
intended third party beneficiaries of the provisions of this Section 3 and that
they shall be permitted to enforce any violation hereof as if they were parties
hereto.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this
____ day of May, 1996.
THE JANET B. MATHIAS TRUST
By:_________________________________________
Bruce M. Eckert, Trustee
CONSENT OF SETTLOR AND BENEFICIARIES
The undersigned settlor and beneficiaries of The Janet B. Mathias Trust
hereby consent to and approve the execution and delivery of the Preferred Stock
Exchange Agreement to which this Consent is attached by the trustee of the Trust
on behalf of the Trust.
IN WITNESS WHEREOF, the undersigned have executed this Consent as of this
___ day of May, 1996.
______________________________ _______________________________________
Janet B. Mathias, Settlor and Margaret P. Mathias, Income Beneficiary
Beneficiary of the Trust of the Trust
ACCEPTANCE
This Preferred Stock Exchange Agreement is hereby accepted as of this ____
day of May, 1996.
THE JPM COMPANY
By:_________________________________________
John H. Mathias, Chairman
and Chief Executive Officer
<PAGE>
SCHEDULE 13D PAGE 3 OF 6 PAGES
JANET B. MATHIAS
ITEM 1. SECURITY AND ISSUER
-------------------
(a) The JPM Company common stock par value $.000067 per share.
(b) The JPM Company
Route 15 North
Lewisburg, PA 17837
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) Janet B. Mathias
(b) 4535 Pineridge Circle
Dunwoody, GA 30338
(c) Secretary
The JPM Company
(d) Ms. Mathias has not been convicted during the last five years in any
criminal proceedings.
(e) Ms. Mathias has not during the last five years been a party to any
civil proceedings or administrative actions under federal or state
securities laws.
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Simultaneous with and separate from the underwritten offering of the
Company, the Company offered to exchange shares of Common Stock for the
17,600 shares of Class A Preferred Stock owned by the Janet B. Mathias
Trust, with the number of shares of Common Stock offered equal to the
redemption price for such Class A Preferred Stock of $32.92 per share
divided by the initial public offering price (the "Preferred Stock
Exchange"). The purpose of the Preferred Stock Exchange was to eliminate
the shares of Class A Preferred Stock without utilizing the net proceeds
from the offering. In exchange for the 17,600 shares of Preferred Stock
owned by The Janet B. Mathias Trust, the Company offered 77,253 shares of
Common Stock. The shares being offered by the Company in the Preferred
Sock Exchange are registered with the Securities and Exchange Commission
under the Securities Act.
<PAGE>
SCHEDULE 13D PAGE 4 OF 6 PAGES
JANET B. MATHIAS
ITEM 4. PURPOSE OF TRANSACTION
----------------------
(a) Ms. Mathias currently has no plans to purchase additional
securities of the issuer or dispose of securities of the issuer.
(b) At this time, Ms. Mathias has no plans or proposals relating to
further extraordinary corporate transactions.
(c) There are no current plans for the sale or transfer of a material
amount of the assets of the issuer or any of its subsidiaries.
(d) There are no current plans to change the present board of
directors or management of the Company, including any plans or
proposals to change the number of term of directors or to fill
any existing vacancies on the board.
(e) There are no current plans for any material change in the present
capitalization or dividend policy of the issuer.
(f) Currently there are no other plans for material change in the
issuer's business or corporate structure.
(g) Currently there are no changes in the issuer's charter, bylaws,
or other instruments which may impede the acquisition or control
of the issuer by any person.
(h) Currently there is no 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
registered national securities association.
(i) Currently there is no class of equity securities of the issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities and Exchange Act of 1934.
(j) Currently there are no plans for any other actions similar to
those enumerated above.
<PAGE>
SCHEDULE 13D PAGE 5 OF 6 PAGES
JANET B. MATHIAS
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) Janet B. Mathias currently beneficially owns 990,753 shares, which
represents 17.4% of the outstanding Company common stock, par value
$.000067 per share. Of the 990,753 shares, 77,253 shares are owned by
the Janet B. Mathias Trust, of which Janet B. Mathias is the sole
residuary beneficiary, but as to which she has no voting or
dispositive power.
(b) Ms. Mathias has the sole power to dispose of 913,500 shares. Ms.
Mathias has no voting or dispositive power of the 77,253 shares owned
by the Janet B. Mathias Trust, as to which Mr. Bruce M. Eckert shares
voting and dispositive power as a trustee.
(c) On April 30, 1996, the public offering of The JPM Company was
effective. Upon the closing of the offering, the Company paid all
cumulative dividends on the Company's Class A Preferred Stock. On
April 30, 1996, the amount of such dividends paid on the Preferred
Stock owned by the Janet B. Mathias Trust was $80,187.
(d) Currently, Ms. Mathias is unaware of any other person known to have
the right to receive or the power to direct the receipt of the
proceeds from the sale of The JPM Company Securities.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Currently, Ms. Mathias has no contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to
any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures,
loans or option arrangements, put or calls, guarantees of profits,
division of profits or loss or the giving or withholding of proxies,
naming the persons with whom such contracts, arrangements,
understandings or relationships have been entered into.
ITEM. 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
1. Preferred Stock Exchange Agreement for The Janet B. Mathias
Trust.
<PAGE>
SCHEDULE 13D PAGE 6 OF 6 PAGES
JANET B. MATHIAS
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.
- ------------------------ ---------------------------------------------
Date Signature
Janet B. Mathias, Secretary
