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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. 2 )*
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The JPM Company
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(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
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(CUSIP Number)
Wayne Bromfield, The JPM Company, Route 15 North, Lewisburg, PA 17837,
(717) 524-8525
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(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 1997
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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 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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<CAPTION>
CUSIP No. 465933-10-9 Page 2 of 6 Pages
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<S> <C> <C>
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* NONE
The change in the percentage of beneficial ownership requiring the amendment to the Schedule 13D
resulted from a sale of the stock; therefore, there is no source of funds.
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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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</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
7 Sole Voting Power
615,760
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Number of Shares 8 Shared Voting Power
Beneficially Owned by Each
Reporting Person With 297,500
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9 Sole Dispositive Power
615,760
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10 Shared Dispositive Power
297,500
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</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,151
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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)
16.0%
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14 Type of Reporting Person*
IN
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D PAGE 3 OF 6 PAGES
JOHN H. MATHIAS
ITEM 1. SECURITY AND ISSUER
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(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
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(a) John H. Mathias
(b) 193 Smoketown Road
Lewisburg, PA 17837
(c) Chairman of the Board and 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
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Not Applicable
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SCHEDULE 13D PAGE 4 OF 6 PAGES
JOHN H. MATHIAS
ITEM 4. PURPOSE OF TRANSACTION This amendment to the Schedule 13D is not the
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result of an acquisition. Further:
(a) Mr. Mathias currently has no plans to purchase additional
securities of the issuer. Mr. Mathias plans to sell shares in
accordance with Rule 144 from time to time depending on market
conditions and in connection with the issuer's proposed secondary
offering.
(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 issuer, including any plans or
proposals to change the number or 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.
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SCHEDULE 13D PAGE 5 OF 6 PAGES
JOHN H. MATHIAS
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) John H. Mathias currently beneficially owns 1,116,151 shares, which
represents 16.0% of the outstanding Company common stock, par value
$.000067 per share. Of the 1,116,151 shares, 615,760 shares are owned
individually by Mr. Mathias, 25,200 shares are owned by his daughter,
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 his spouse,
17,500 shares are owned as tenants in common with his spouse, 155,000
shares are owned as joint tenants with his spouse, and 125,000 shares
are held in the Smoketown Limited Partnership, of which Mr. Mathias is
a partner.
(b) Mr. Mathias has the sole power to dispose of the 615,760 shares. Mr.
Mathias has no voting or dispositive power of the 25,200 shares owned
by his daughter, the 100,000 shares owned by his spouse 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 the 17,500 shares he owns
as tenants in common with his spouse, the 155,000 shares he owns as
joint tenants with his spouse, and the 125,000 shares held in the
Smoketown Limited Partnership, of which he is a partner.
(c) John H. Mathias sold 5,000 shares on November 24, 1997.
(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 RESPECT
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TO SECURITIES OF THE ISSUER
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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
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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.
December 2, 1997
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Date
/s/ John H. Mathias
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Signature
John H. Mathias, Chairman and CEO
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Name and Title
