MAYFLOWER GROUP INC /IN/
SC 13D/A, 1994-12-23
TRUCKING & COURIER SERVICES (NO AIR)
Previous: MATTEL INC /DE/, 424B2, 1994-12-23
Next: MA COM INC, DEF 14A, 1994-12-23






                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                    SCHEDULE 13D


                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 1)

                                Mayflower Group, Inc.
                                  (Name of Issuer)

                             Common Stock, no par value 
                           (Title of Class of Securities)

                                      578349102
                                   (CUSIP Number)

                                   Daniel R. Tisch
                                   WTG & Co., L.P.
                                   499 Park Avenue
                              New York, New York  10022
                                   (212) 935-7640                 
                    (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)

                                  December 16, 1994            
                        (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. |  |
                                                                           
    Check the following box if a fee is being paid with the statement |  |.
    (A fee is not required only if the reporting 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.)

    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
    persons's initial filing on this firm with respect to the subject class
    of securities, and for any subsequent amendment containing information
    which would alter disclosure 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 6 Pages<PAGE>


                                                                      
         CUSIP NO. 578349102                         Page 2 of 6 Pages
                                                                      
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   WTG & Co., L.P.                       
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only

                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                Delaware
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                   692,000 Shares        
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                    692,000 Shares        
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person
              692,000 Shares
                                                                     
         12.  Check if the Aggregate Amount in Row (11)  
              Excludes Certain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              Approximately 5.5%
                                                                     
         14.  Type of Reporting Person

              PN
                                                                     





                                     - 2 -<PAGE>


                                                                      
         CUSIP NO. 578349102                         Page 3 of 6 Pages
                                                                      
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   D. Tisch & Co., Inc.
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only
                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                Delaware
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                     692,000 Shares      
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                      692,000 Shares      
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person
              692,000 Shares 
                                                                     
         12.  Check if the Aggregate Amount in Row (11) Excludes Cer-
              tain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              Approximately 5.5%
                                                                     
         14.  Type of Reporting Person

              CO
                                                                     






                                     - 3 -<PAGE>


                                                                      
         CUSIP NO. 578349102                         Page 4 of 6 Pages
                                                                      
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   Daniel R. Tisch
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only

                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                United States
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                    692,000 Shares       
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                     692,000 Shares       
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person
              692,000 Shares
                                                                     
         12.  Check if the Aggregate Amount in Row (11) 
              Excludes Certain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              Approximately 5.5%
                                                                     
         14.  Type of Reporting Person

              IN
                                                                     





                                     - 4 -<PAGE>





         Item 1.  Security and Issuer.


                   This Amendment No. 1 amends the Schedule 13D dated

         December 22, 1994 (the "Schedule 13D") filed by WTG & Co.,

         L.P. ("WTG"), D. Tisch & Co., Inc. ("D. Tisch & Co."), and

         Daniel R. Tisch relating to their beneficial ownership of

         Common Stock, no par value (the "Company Common Stock"), of

         Mayflower Group, Inc., an Indiana corporation (the

         "Company").  This Amendment No. 1 corrects the CUSIP number

         for the Company Common Stock that is set forth in the cover

         pages of the Schedule 13D. 



































                                     - 5 -<PAGE>






                                   SIGNATURES


                   After reasonable inquiry and to the best of our

         knowledge and belief, the undersigned certify that the in-

         formation set forth in this statement is true, complete and

         correct.


         Dated:  December 23, 1994
                                      WTG & CO., L.P.


                                      By:/s/ Daniel R. Tisch        
                                         Daniel R. Tisch
                                         Managing Director



                                      D. TISCH & CO., INC.


                                      By:/s/ Daniel R. Tisch        
                                         Daniel R. Tisch
                                         President



                                      /s/ Daniel R. Tisch           
                                      Daniel R. Tisch





















                                     - 6 -


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission