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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. 1 )*
The JPM Company
----------------------------------------
(Name of Issuer)
The JPM Company, Common Stock par Value $.000067 per share.
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(Title of Class of Securities)
#465933-10-9
------------------
(CUSIP Number)
William Baker, The JPM Company, Route 15 North, Lewisburg, PA 17837,
(717) 524-8104
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 30, 1997
-----------------------------------
(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 [_]. (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 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).
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SCHEDULE 13D
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CUSIP No. 465933-10-9 Page 2 of 6 Pages
----------------- ----- -----
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John H. Mathias
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2 Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box 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
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7 Sole Voting Power
800,760
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Number of Shares 8 Shared Voting Power
Beneficially Owned
by Each Reporting 160,000
Person With
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9 Sole Dispositive Power
800,760
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10 Shared Dispositive Power
160,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,651
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
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13 Percent of Class Represented by Amount in Row (11)
19.3%
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14 Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Schedule 13D Page 3 of 6 pages
John H. 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) John H. Mathias
(b) 193 Smoketown Road
Lewisburg, PA 17837
(c) Chief Executive Officer
The JPM Company
(d) Mr. Mathias has not been convicted during the last five years in
any criminal proceedings.
(e) Mr. 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
-------------------------------------------------
Not Applicable
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Schedule 13D Page 4 of 6 pages
John H. Mathias
Item 4. Purpose of Transaction
----------------------
(a) Mr. Mathias currently has no plans to purchase additional
securities of the issuer. Mr. Mathias filed a Form 144 on
January 30, 1997 indicating he planned to sell 45,000 shares
of common stock in accordance with Rule 144. Through January
31, 1997, Mr. Mathias sold 15,000 shares. Mr. Mathias still
plans to sell the remaining 30,000 shares. He may also
dispose of additional securities of the issuer in compliance
with Rule 144 from time to time depending on market
conditions.
(b) At this time, Mr. 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
John H. Mathias
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) John H. Mathias currently beneficially owns 1,163,651 shares,
which represents 19.3% of the outstanding Company common stock,
par value $.000067 per share. Of the 1,163,165 shares, 25,200
shares are owned by Margaret J. Mathias, the daughter of John
Mathias, 77,691 shares are owned by The John H. Mathias Trust, of
which John H. Mathias is the sole residuary beneficiary, but as to
which he has no voting or dispositive power, 100,000 shares are
owned by Susan B. Mathias, the wife of John Mathias, and 160,000
shares are owned in tenancy by the entirety by John Mathias and
Susan B. Mathias his wife.
(b) Mr. Mathias has the sole power to dispose of the 800,760 shares.
Mr. Mathias has no voting or dispositive power of the 25,200
shares owned by Margaret J. Mathias or the 77,691 shares owned by
the John H. Mathias Trust, as to which Mr. Bruce M. Eckert shares
voting and dispositive power as a trustee. Mr. Mathias has shared
voting and dispositive power over 160,000 shares he owns in
tenancy by the entirety with his wife Susan B. Mathias.
(c) John H. Mathias sold 15,000 shares on December 5, 1996, at $11.76
per share and 15,000 shares on January 30, 1996, at $21.375 per
share in transactions that complied with Rule 144. Margaret J.
Mathias, the daughter of John Mathias, sold 5,000 shares on
December 5, 1996, at $11.76 per share and 5,000 shares on January
29, 1996, at $21.9375 per share in transactions that complied with
Rule 144. John H. Mathias gifted 280,400 shares on December 18,
1996, of which 100,000 were gifted to his wife Susan B. Mathias
and 160,000 were gifted to he and his wife as tenants by the
entirety.
(d) Currently, Mr. 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
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Respect to Securities of the Issuer
-----------------------------------
Currently, Mr. 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
--------------------------------
Not Applicable
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Schedule 13D Page 6 of 6 pages
John H. 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.
February 9, 1997
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Date Signature
John H. Mathias, Chief Executive Officer
