JPM CO
SC 13D, 2000-01-26
ELECTRONIC COMPONENTS, NEC
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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. 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)

               Janet B. 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                   794,933
 NUMBER OF SHARES
BENEFICALLY OWNED
BY EACH REPORTING
   PERSON WITH
- ------------------- -------- --------------------------------------------------
                    8        SHARED VOTING POWER                       0
- ------------------- -------- --------------------------------------------------
                    9        SOLE DISPOSITIVE POWER              794,933
- ------------------- -------- --------------------------------------------------
                    10       SHARED DISPOSITIVE POWER                  0
- ------------------- -------- --------------------------------------------------
11             AGGREGRATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON

               872,186
- ---------- --- ----------------------------------------------------------------
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)

               11.8%
- ---------- --- ----------------------------------------------------------------
14             TYPE OF REPORTING PERSON (See Instructions)
               IN
- ---------- --- ----------------------------------------------------------------

<PAGE>
SCHEDULE 13D
JANET B. 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)  Janet B. Mathias

     (b)  2660 Peachtree Road, NW #19B
          Atlanta, GA 30305

     (c)  Director
          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 Considerations

     Not Applicable
<PAGE>
SCHEDULE 13 D
JANET B. 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 transaction and changes in the number of shares
       outstanding.  Further,

     (a)  Ms. Mathias currently has no plans to purchase  additional  securities
          of the issuer. She 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,  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 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
JANET B. MATHIAS                                            PAGE 5 of 6

ITEM 5  INTEREST IN SECURITIES OF THE ISSUER

     (a)  Janet B. Mathias  currently  beneficially  owns  872,186  shares which
          represents  11.8%  of the outstanding  Company common stock, par value
          $.000067 per share.  Of the 872,186  shares,  794,933  shares are held
          individually  owned by Ms.  Mathias,  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 the 794,933 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)  Ms.  Mathias has not  purchased  or sold any shares of The JPM Company
          common stock during the 60 days prior to December 31, 1999.

     (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, 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
JANET B. 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/ Janet B. Mathias
- --------------------
Signature

Janet B. Mathias, Director
- --------------------------
Name and Title




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