<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
JLM INDUSTRIES, INC.
--------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
46621D 10 3
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(CUSIP Number)
Nelson T. Castellano, Esq.
Trenam, Kemker, Scharf,
Barkin, Frye, O'Neill & Mullis
2700 Barnett Plaza
Tampa, Florida 33602
813-223-7474
------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 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 [ ].
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).
(Page 1 of 8 Pages)
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SCHEDULE 13D
CUSIP No. 46621D 10 3 Page 2 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Irrevocable Trust created under agreement dated December 15, 1995
between John Macdonald as Grantor and Maxwell Stolzberg as Trustee
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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*
Not Applicable
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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
Florida Irrevocable Trust
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 4,146,608
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
4,146,608
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,146,608
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
58.4%
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(14) Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 46621D 10 3 Page 3 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Maxwell Stolzberg as Trustee of the Irrevocable Trust
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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*
Not Applicable
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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
U.S.A.
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 4,149,608
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
4,149,608
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,608
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
58.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 4
SCHEDULE 13D
CUSIP No. 46621D 10 3 Page 4 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John L. Macdonald
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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*
Not Applicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 4,146,908
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
4,146,908
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,146,908
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
58.4%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 5
SCHEDULE 13D PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of JLM Industries, Inc.'s (the "Issuer"),
common stock, par value $.01 per share (the "Common Stock"). The address of
the principal executive office of the Issuer is 8675 Hidden River Parkway,
Tampa, Florida 33637.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of (1) Irrevocable Trust created under
agreement dated December 15, 1995 between John Macdonald as Grantor and Maxwell
Stolzberg as trustee (the "Irrevocable Trust"), (2) Maxwell Stolzberg as
Trustee of the Irrevocable Trust (the "Trustee") and (3) John L. Macdonald as
beneficiary of the Irrevocable Trust. This Statement is filed as a result of
the Irrevocable Trust becoming the record owner of 4,146,608 shares of the
Common Stock.
Set forth below is background information about the Irrevocable Trust, the
Trustee and Mr. Macdonald including information as to (a) the name, (b)
address, (c) principal business or occupation and (d) citizenship or state or
other place of organization. The Irrevocable Trust, the Trustee and Mr.
Macdonald during the last five years, (1) have not been convicted in a criminal
proceeding (excluding traffic violation or similar misdemeanors) and (2) have
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where, as a result of such proceeding such person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violations with respect to such laws.
(1) The Irrevocable Trust
(a) Irrevocable Trust created under agreement dated December 15,
1995 between John Macdonald as Grantor and Maxwell Stolzberg
as trustee.
(b) 460 Park Avenue
New York, New York 10022
(c) The Irrevocable Trust was formed to hold title to and control
the disposition of assets placed in the Irrevocable Trust by
its grantor, Mr. Macdonald, from time to time, and to
facilitate financial planning activities of Mr. Macdonald.
(d) Florida
(2) The Trustee
(a) Maxwell Stolzberg, as trustee of the Irrevocable Trust created
under agreement dated December 15, 1995 between John Macdonald
as Grantor and Maxwell Stolzberg as trustee
(b) 460 Park Avenue
New York, New York 10022
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SCHEDULE 13D PAGE 6 OF 8 PAGES
(c) Attorney - Mezan, Stolzberg & Schwartzman, P.C., 460 Park
Avenue, New York, New York, 10022.
(d) U.S.A.
(3) John L. Macdonald
(a) John L. Macdonald
(b) 8675 Hidden River Parkway
Tampa, Florida 33637
(c) Chief Executive Officer and President of JLM Industries, Inc.,
8675 Hidden River Parkway, Tampa, Florida 33637, a marketer
and distributor of certain commodity chemicals.
(d) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. See "Purpose of Transaction"
ITEM 4. PURPOSE OF TRANSACTION.
On or about December 29, 1997, Mr. Macdonald contributed 4,146,608 shares
of the Common Stock to the Irrevocable Trust. The Irrevocable Trust was formed
in 1995 to hold title to and control the disposition of assets placed in the
Irrevocable Trust by its grantor, Mr. Macdonald from time to time, and to
facilitate financial planning activities of Mr. Macdonald.
It is anticipated that in the near future, the Trustee will either
distribute to Mr. Macdonald substantially all of the assets held by the
Irrevocable Trust or terminate the Irrevocable Trust with the result that Mr.
Macdonald will be the direct beneficial owner of the shares of Common Stock
held by the Irrevocable Trust. Except as previously noted, at the time of the
acquisition of the shares of the Common Stock, the Irrevocable Trust, the
Trustee and Mr. Macdonald had, and at the present time, the Irrevocable
Trust, the Trustee and Mr. Macdonald continue to have, no independent plans
or proposals of the type specified in paragraphs (a) through (j) of Item 4 of
the Schedule 13D Instructions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Irrevocable Trust was formed and is managed under the terms of an
Irrevocable Trust Agreement dated December 15, 1995 between John L. Macdonald
as Grantor and Maxwell Stolzberg as Trustee (the "Irrevocable Trust
Agreement"). Under the terms of the Irrevocable Trust Agreement, John L.
Macdonald is the sole beneficiary and Maxwell Stolzberg is the sole trustee.
<PAGE> 7
SCHEDULE 13D PAGE 7 OF 8 PAGES
The Irrevocable Trust Agreement provides that the term of the Irrevocable
Trust shall be 45 days, which term shall continue to automatically renew for
additional 45 day terms unless the beneficiary shall otherwise provide by
written notice to the Trustee at least 30 days prior to the end of the then
current 45 day term. Upon termination of the Irrevocable Trust, the assets of
the Irrevocable Trust are to be distributed to the beneficiary.
Under the terms of the Irrevocable Trust Agreement, the Trustee has the
full and exclusive right and power to vote and dispose of all shares of the
Common Stock held by the Irrevocable Trust. However, as a result of Mr.
Macdonald's right to terminate the Irrevocable Trust and acquire beneficial
ownership of the shares of Common Stock held by the Irrevocable Trust by
providing a written notice at certain specified times, Mr. Macdonald and the
Trustee may be deemed to share voting and investment control with respect to
the shares of Common Stock held by the Irrevocable Trust.
In addition to the 4,146,608 shares of Common Stock held by the
Irrevocable Trust, the Trustee is deemed to have shared voting and investment
control with respect to an additional 3,000 shares of Common Stock owned
directly by the Trustee's wife and Mr. Macdonald is deemed to have shared
voting and investment control with respect to an additional 300 shares of
Common Stock owned directly by Mr. Macdonald's wife.
The aggregate number shares of Common Stock deemed to be beneficially
owned by the Irrevocable Trust, the Trustee and Mr. Macdonald represented 58.5%
of the total outstanding shares of the Common Stock at November 12, 1997.
On or about December 26, 1997, in a separate transaction, Mr. Macdonald
gifted 58,000 shares of Common Stock to a charitable foundation.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
1. Irrevocable Trust Agreement dated December 15, 1995 between
John L. Macdonald as Grantor and Maxwell Stolzberg as Trustee
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Pages 1-4 of the Irrevocable Trust Agreement dated
December 15, 1995 between John L. Macdonald as
Grantor and Maxwell Stolzberg as Trustee (regarding
term of Irrevocable Trust and trustee's powers)
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SCHEDULE 13D PAGE 8 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 20, 1998
IRREVOCABLE TRUST CREATED UNDER
AGREEMENT DATED DECEMBER 15, 1995
BETWEEN JOHN MACDONALD AS GRANTOR
AND MAXWELL STOLZBERG AS TRUSTEE.
By: /s/ Maxwell Stolzberg
--------------------------------
Maxwell Stolzberg, Trustee
/s/ Maxwell Stolzberg
------------------------------------
Maxwell Stolzberg, Trustee
/s/ John L. Macdonald
------------------------------------
John L. Macdonald
<PAGE> 9
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
1. Pages 1-4 of the Irrevocable Trust Agreement dated December 15, 1995
between John L. Macdonald as Grantor and Maxwell Stolzberg as Trustee
(regarding term of Irrevocable Trust and trustee's powers)
<PAGE> 1
Exhibit 1
IRREVOCABLE TRUST AGREEMENT
THIS AGREEMENT is made this 15th day of December 1995, between John
Macdonald of Tampa, Florida, as Grantor and Maxwell Stolzberg of New York,
referred to herein as Trustee.
WITNESSETH:
Grantor desires to create an Irrevocable Trust for his own benefit for the
term set forth herein. Grantor hereby transfers to Trustee the property listed
on the attached Schedule A. That property and all investments and reinvestments
thereof and additions thereto are herein collectively referred to as the "Trust
Estate" and shall be held for the exclusive benefit of John Macdonald as
beneficiary (hereinafter referred to as "Beneficiary"), upon the following
trust:
ARTICLE I
TERM
A. Income and Principal. Trustee shall distribute such amounts from the
net income and such amounts from the net income and such amounts from the
principal of the trust to Beneficiary as Trustee deems desirable for the
Beneficiary's general welfare, health, support, maintenance and education. The
Beneficiary shall not have a current right to income, and acknowledges that
distributions of income and principal are within the discretion of the Trustee.
<PAGE> 2
B. Termination. Forty-five (45) days after the creation of this trust, the
trust shall terminate and Trustee shall distribute the then remaining balance
of principal and any accrued income thereon to the Beneficiary; provided,
however, that unless the Beneficiary shall otherwise provide written notice to
the Trustee at least thirty (30) days prior to the end of the aforementioned
term and any extensions thereof, this Trust shall continue for additional terms
of forty-five (45) days but in all other respects on the same terms and
conditions as are set forth herein.
[remaining sections of page 2 intentionally omitted]
2
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B. Powers. Trustee shall hold, manage, care for and protect the Trust
Estate and shall have the following powers and except to the extent
inconsistent herewith, those now or thereafter conferred by law:
1. To retain any property originally constituting the trust or subsequently
added thereto, although not of a type, quality, or diversification considered
property for trust investment;
2. To invest and reinvest in any and all kinds of securities, domestic or
foreign, including common and preferred stocks, bonds, debentures, notes,
commodity contracts, mortgages and options on property; and money market funds,
commercial paper, repurchase agreements, United States Treasury obligations,
certificates of deposit, savings accounts, checking accounts and any other cash
investment medium; and investment trusts and in common trust funds; and any
real property; and any personal or mixed property; and any business, mining or
farming operation or other venture; or in any other interest or investment
medium, including the purchase of insurance on the life of any individual
including Grantor, even if such investment would not be of a character
authorized by applicable law but for this provision, all without
diversification as to kind or amount, without being restricted in any way by an
statute or court decision (now or hereafter existing) regulating or limiting
investments by fiduciaries;
3. To cause any securities or other property, real or personal, belonging
to the trust to be held or registered in Trustee's name or in the name of a
nominee or in such other form as Trustee deems best without disclosing the
trust relationship;
4. To vote in person or by general or limited proxy, or refrain from
voting, any corporate securities for any purpose; to exercise or sell any
subscription or conversion rights; to consent to and join in or oppose any
voting trusts, reorganizations, consolidations, mergers, foreclosures and
liquidations and in connection therewith to deposit securities and accept and
hold other securities or property received therefor;
5. To lease trust property for any period of time though commencing in the
future or extending beyond the term of the trust;
6. To borrow money from any lender, including a Trustee hereunder
individually, extend or renew any existing indebtedness and mortgage or pledge
any property in trust;
7. To sell at public or private sale, contract to sell, convey, exchange,
transfer and otherwise deal with the trust property and any reinvestments
thereof from time to time for such price and upon such terms as Trustee deems
proper;
8. To employ agents, attorneys and proxies and to delegate to them such
powers as Trustee considers desirable and to pay reasonable compensation for
their services;
3
<PAGE> 4
9. To compromise, contest, prosecute or abandon claims in favor of or
against the trust, and to agree to any revision or modification of any contract
or agreement;
10. To distribute income and principal in cash or in kind, or partly in
each, and to allocate or distribute undivided interests or different assets or
disproportionate interests in assets, and to value the trust property and to
sell any part or all thereof in order to make allocation or distribution. No
adjustment shall be made to compensate for a disproportionate allocation of
unrealized gain for Federal income tax purposes. No action taken by Trustee
pursuant to this paragraph shall be subject to question by any beneficiary;
11. To deal with, purchase assets from, or make loans to, the fiduciary of
Grantor's estate, any trust made by Grantor or Grantor's spouse, through a
Trustee hereunder is such fiduciary, and to retain any property so purchased;
12. To deposit funds in another department of any corporate trustee
hereunder or in a bank that is affiliated with any such corporate trustee;
13. To maintain reasonable reserves out of income (when sufficient
principal cash is not available) for depreciation, depletion, mortgage
amortization, obsolescence, taxes and special assessments, repair and
alternation of any real property and improvements which are assets of the trust;
14. At any time when there is more than one Trustee, to, by a written
instrument delivered to the other Trustee or Trustees, delegate to such other
Trustee(s) any or all his or her powers. The statement of any Trustee as to
whether any other Trustee is acting or has delegated to such Trustee any or all
of his or her powers shall fully protect all persons dealing with the trust;
and
15. To perform other acts necessary or appropriate for the proper
administration of the trust, execute and deliver necessary instruments and give
full receipts and discharges.
[remaining sections of page 4 intentionally omitted]
4
