UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No __ )*
MIM CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
553 044-10-8
(CUSIP Number)
August 4, 2000
(Date of Event Which Requires Filing of this Statement)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
Livingston Group LLC/1/
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
52-2248950
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
2,697,947
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 0
7. SOLE DISPOSITIVE POWER
2,697,947
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.25%
12. TYPE OF REPORTING PERSON*
OO
----------
/1/ Livingston Group LLC is a Maryland limited liability company which
acted as the "Designated Seller" in a Purchase Agreement between the issuer and
American Disease Management Associates, L.L.C., and which acquired the shares
referred to above in that transaction. The members of Livingston Group LLC are:
John Chay, Bruce Blake, Elizabeth Williams, Sal Rafanelli, George Brown, David
Brown, Christopher Brown and Kathy Noonan.
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: Livingston Group LLC
Item 2(b)
Address of Principal Business Office or, if none, Residence:
16 East Willow Avenue, Towson, Maryland 21286
Item 2(c)
Citizenship: Maryland
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,697,947
(b) Percent of Class: 14.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,697,947
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 2,697,947
(iv) shared power to dispose or to direct the disposition of: 0
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group:
John Chay IN
Bruce Blake IN
Elizabeth Williams IN
Sal Rafanelli IN
George Brown IN
David Brown IN
Christopher Brown IN
Kathy Noonan IN
Item 9
Notice of Dissolution of Group. Not Applicable.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: August 11, 2000
Signature:
LIVINGSTON GROUP LLC
/s/ John Chay
----------------------------------
By: John Chay, its Managing Member
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
John Chay
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 2,697,947
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,697,947
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.25%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: John Chay
Item 2(b)
Address of Principal Business Office or, if none, Residence:
2200 Pine Hill Farms Lane, Cockeysville, Maryland 21030
Item 2(c)
Citizenship: United States
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,697,947
(b) Percent of Class: 14.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,697,947
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 2,697,947
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group: Not Applicable.
Item 9
Notice of Dissolution of Group. Not Applicable.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: August 11, 2000
Signature:
/s/ John Chay
----------------------------------
John Chay
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
Bruce Blake
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
25,000*
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 2,697,947**
7. SOLE DISPOSITIVE POWER
25,000*
8. SHARED DISPOSITIVE POWER
2,697,947**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,722,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.38%
12. TYPE OF REPORTING PERSON*
IN
----------
* Represents shares owned directly by Mr. Blake.
** Represents shares owned by Livingston Group LLC, of which Mr. Blake is a
member.
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: Bruce Blake
Item 2(b)
Address of Principal Business Office or, if none, Residence:
88 Bayberry Avenue, Mahwah, New Jersey, 07430
Item 2(c)
Citizenship: United States
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
------------
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,722,947
(b) Percent of Class: 14.38%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 25,000*
(ii) shared power to vote or to direct the vote: 2,697,947**
(iii) sole power to dispose or to direct the disposition of: 25,000*
(iv) shared power to dispose or to direct the disposition of: 2,697,947**
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
---------------
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group: Not Applicable.
Item 9
Notice of Dissolution of Group. Not Applicable.
----------
* Represents shares owned directly by Mr. Blake.
** Represents shares owned by Livingston Group LLC, of which Mr. Blake is a
member.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
August 11, 2000
Signature:
/s/ Bruce Blake
----------------------------------
Bruce Blake
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
Elizabeth Williams
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
25,000*
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 2,697,947**
7. SOLE DISPOSITIVE POWER
25,000*
8. SHARED DISPOSITIVE POWER
2,697,947**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,722,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.38%
12. TYPE OF REPORTING PERSON*
IN
----------
* Represents shares owned directly by Ms. Williams.
** Represents shares owned by Livingston Group LLC, of which Ms. Williams is a
member.
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: Elizabeth Williams
Item 2(b)
Address of Principal Business Office or, if none, Residence:
42 Edgemere Drive, Matawan, New Jersey 07747
Item 2(c)
Citizenship: United States
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,722,947
(b) Percent of Class: 14.38%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 25,000*
(ii) shared power to vote or to direct the vote: 2,697,947**
(iii) sole power to dispose or to direct the disposition of: 25,000*
(iv) shared power to dispose or to direct the disposition of: 2,697,947**
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group: Not Applicable.
Item 9
Notice of Dissolution of Group. Not Applicable.
----------
* Represents shares owned directly by Ms. Williams.
** Represents shares owned by Livingston Group LLC, of which Ms. Williams is a
member.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: August 11, 2000
Signature:
/s/ Elizabeth Williams
----------------------------------
Elizabeth Williams
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
Sal Rafanelli
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
20,000*
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 2,697,947**
7. SOLE DISPOSITIVE POWER
20,000*
8. SHARED DISPOSITIVE POWER
2,697,947**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,717,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.36%
12. TYPE OF REPORTING PERSON*
IN
----------
* Represents shares owned directly by Mr. Rafanelli.
** Represents shares owned by Livingston Group LLC, of which Mr. Rafanelli is
a member.
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: Sal Rafanelli
Item 2(b)
Address of Principal Business Office or, if none, Residence:
87 Warbler Drive, Wayne, New Jersey 07470
Item 2(c)
Citizenship: United States
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
------------
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,717,947
(b) Percent of Class: 14.36%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 20,000*
(ii) shared power to vote or to direct the vote: 2,697,947**
(iii) sole power to dispose or to direct the disposition of: 20,000*
(iv) shared power to dispose or to direct the disposition of: 2,697,947**
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group: Not Applicable.
Item 9
Notice of Dissolution of Group. Not Applicable.
----------
* Represents shares owned directly by Mr. Rafanelli.
** Represents shares owned by Livingston Group LLC, of which Mr. Rafanelli is
a member.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: August 11, 2000
Signature:
/s/ Sal Rafanelli
----------------------------------
Sal Rafanelli
<PAGE>
================================================================================
CUSIP NO. 553 044-10-8 SCHEDULE 13G
================================================================================
1. NAME OF REPORTING PERSON
George Brown
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
112,000*
NUMBER OF SHARES
BENEFICIALLY OWNED 6. SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 2,697,947**
7. SOLE DISPOSITIVE POWER
112,000*
8. SHARED DISPOSITIVE POWER
2,697,947**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,809,947
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions): [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.84%
12. TYPE OF REPORTING PERSON*
IN
----------
* Represents shares owned directly by Mr. Brown.
** Represents shares owned by Livingston Group LLC, of which Mr. Brown is
a member.
<PAGE>
Item 1(a)
Name of Issuer: MIM Corporation
Item 1(b)
Address of Issuer's Principal Executive Offices:
100 Clearbrook Road, Elmsford, New York 10523
Item 2(a)
Name of Person Filing: George Brown
Item 2(b)
Address of Principal Business Office or, if none, Residence:
16 East Willow Avenue, Towson, Maryland 21286
Item 2(c)
Citizenship: United States
Item 2(d)
Title of Class of Securities: Common Stock
Item 2(e)
CUSIP Number: 553 044-10-8
------------
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act.
[ ] Bank as defined
in Section 3(a)(6) of the Act. [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section 8 of the Investment Company Act
of 1940.
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4
Ownership.
(a) Amount Beneficially Owned: 2,809,947
(b) Percent of Class: 14.84%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 112,000*
(ii) shared power to vote or to direct the vote: 2,697,947**
(iii) sole power to dispose or to direct the disposition of: 112,000*
(iv) shared power to dispose or to direct the disposition of: 2,697,947**
Item 5
Ownership of Five Percent or Less of a Class. Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person. Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8
Identification and Classification of Members of the Group: Not Applicable.
Item 9
Notice of Dissolution of Group. Not Applicable.
----------
* Represents shares owned directly by Mr. Brown.
** Represents shares owned by Livingston Group LLC, of which Mr. Brown is a
member.
<PAGE>
Item 10
Certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: August 11, 2000
Signature:
/s/ George Brown
----------------------------------
George Brown
