UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The JPM Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $.000067 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
465933-10-9
- --------------------------------------------------------------------------------
(CUSIP Number)
Kevin Bratton, The JPM Company,
155 North 15th Street, Lewisburg PA 17837 (570) 524-8532
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1999
- --------------------------------------------------------------------------------
(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 suject of this Schedule 13D, and is filing this
schedule because of 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 240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP Number 465933-10-9 PAGE 2 of 6
- --------- --- -----------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James P. Mathias
- --------- --- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------- --- -----------------------------------------------------------------
3 SEC USE ONLY
- --------- --- -----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------- --- ----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d)or 2(e)
- --------- --- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------- --- -----------------------------------------------------------------
7 SOLE VOTING POWER 772,934
NUMBER OF SHARES
BENEFICALLY OWNED
BY EACH REPORTING
PERSON WITH
- ------------------- -------- --------------------------------------------------
8 SHARED VOTING POWER 155,400
- ------------------- -------- --------------------------------------------------
9 SOLE DISPOSITIVE POWER 772,934
- ------------------- -------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER 155,400
- ------------------- -------- --------------------------------------------------
11 AGGREGRATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,057,650
- ---------- --- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
- ---------- --- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- ---------- --- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ---------- --- ----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
JAMES P. MATHIAS PAGE 3 of 6
ITEM 1 SECURITY AND ISSUER
(a) The JPM Company common stock par vale $.000067 per share.
(b) The JPM Company
155 North 15th Street
Lewisburg, PA 17837
ITEM 2 IDENTITY AND BACKGROUND
(a) James P. Mathias
(b) 197 Smoketown Road
Lewisburg, PA 17837
(c) Chief Operating Officer and President
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 Considerations
Not Applicable
<PAGE>
SCHEDULE 13D
JAMES P. MATHIAS PAGE 4 of 6
ITEM 4 PURPOSE OF TRANSACTION. This amendment to the Schedule 13D is not the
result of a specific transaction which in and of itself would cause a
material change in ownership, but rather the cumulative effect of various
immaterial transactions and changes in the number of shares outstanding.
Further,
(a) Mr. Mathias currently has no plans to purchase additional securities
of the issuer. He may dispose of additional securities of the issuer
in compliance with Rule 144 from time to time depending on market
condition.
(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 no plans for any other actions similar to those
enumerated above.
<PAGE>
SCHEDULE 13D
JAMES P. MATHIAS PAGE 5 of 6
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) James P. Mathias currently beneficially owns 1,057,650 shares of
common stock, which represents 14.3% of the outstanding Company
common stock, par value $.000067 per share. Of the 1,057,650 shares,
772,934 shares are held individually by Mr. Mathias, 10,000 shares are
held by his spouse, 41,625 shares are issuable to his spouse upon
exercise of stock options which are exercisable within 60 days of the
date of this report; 30,400 shares are held in custodial accounts for
the benefit of each of Mr. Mathias' children; 77,691 shares are owned
by the James P. Mathias Trust, of which James P. Mathias is the
residuary beneficiary but as to which he has no voting or dispositive
power; and 125,000 shares are owned by Afallon Family Limited
Partnership of which Mr. Mathias is a general partner.
(b) Mr. Mathias has the sole power to dispose of the 772,934 shares. Mr.
Mathias has no voting or dispositive power of the 51,625 shares
(including options) owned by Susan K. Mathias, his spouse, or the
77,691 shares owned by the James P. Mathias Trust, as to which Mr.
Bruce M. Eckert shares voting and dispositive power as a trustee. Mr.
Mathias has shared voting and shared dispositive power over the
125,000 shares held in the Afallon Family Limited Partnership. Mr.
Mathias has shared voting and shared dispositive power over the 30,400
shares held in the custodial accounts for the benefit of his children.
(c) James P. Mathias received 2,000 shares as a gift on December 28, 1999.
(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.
ITEM 6 CONTRACT, ARRANAGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 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 securties 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
person with whom such contracts, arrangements, understandings or
relationships have been entered into.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
<PAGE>
SCHEDULE 13D
JAMES P. MATHIAS PAGE 6 of 6
SIGNATURE
After resonable 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.
January 25, 2000
- ----------------
Date
/s/ James P. Mathias
- -------------------
Signature
John H. Mathias, Chief Operating Officer and President
- ------------------------------------------------------
Name and Title
