<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
FIRST MISSISSIPPI CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320891104
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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).
* 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).
<PAGE> 2
CUSIP No. 320891104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
J. KELLEY WILLIAMS, SS# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) Not applicable
(b) Not applicable
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
U. S. A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER:
863,255
6 SHARED VOTING POWER:
177,000
7 SOLE DISPOSITIVE POWER:
863,255
8 SHARED DISPOSITIVE POWER:
177,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,040,255
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]:
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
5.0%
12 TYPE OF REPORTING PERSON:
IN
<PAGE> 3
ITEM 1.
(a) Name of Issuer:
First Mississippi Corporation
700 North Street
P. O. Box 1249
Jackson, MS 39215-1249
(b) Address of Issuer's Principal Executive Offices:
700 North Street
P. O. Box 1249
Jackson, MS 39215-1249
ITEM 2.
(a) Name of Person Filing: J. Kelley Williams
(b) Address of Principal Business Office:
First Mississippi Corporation
700 North Street
P. O. Box 1249
Jackson, MS 39215-1249
Person filing is President, Chief Executive Officer and Chairman of the
Board of the issuer.
(c) Citizenship of Person Filing: USA
(d) Title of Class of Securities: Common Stock
(e) Cusip Number of Issuer: 320891104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
(a) Amount beneficially owned as of December 31, 1994:
1,040,255 (includes 335,000 shares which the reporting
person has the right to acquire)
Pursuant to Rule 13d-4, person filing disclaims beneficial
ownership as to 3,500 shares.
(b) Percent of Class: 5.0%
<PAGE> 4
(c) Person filing has sole power to vote or to direct the vote and sole
power to dispose or direct the disposition of 863,255 shares.
Person filing has shared power to vote or to direct the vote and
shared power to dispose or direct the disposition of 177,000 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS [X]
As of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of equity
securities.
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
Not applicable.
ITEM 8. IDENTIFICATION AN CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
The certification pursuant to Rule 13(d)-1(b) is not applicable.
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.
February 1, 1995
--------------------
Date
/s/ J. Kelley Williams
------------------------------
Signature
J. Kelley Williams
------------------------------
Name/Title
