SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Mayflower Group, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
57834810
(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 |X |.
(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 14 Pages<PAGE>
CUSIP NO. 57834810 Page 2 of 14 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. 57834810 Page 3 of 14 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. 57834810 Page 4 of 14 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 statement relates to the Common Stock, no par
value (the "Company Common Stock"), issued by Mayflower
Group, Inc., an Indiana corporation (the "Company"), whose
principal executive offices are at 9998 North Michigan Road,
Carmel, Indiana 46032.
Item 2. Identity and Background.
(a) This statement is filed by (i) WTG & Co.,
L.P., a Delaware limited partnership ("WTG"), with respect to
(a) shares of Company Common Stock held in discretionary
accounts managed by WTG (the "Managed Accounts"), and (b)
shares of Company Common Stock owned by Mentor Partners,
L.P., a Delaware limited partnership ("Mentor"), of which WTG
is the general partner, and (ii) D. Tisch & Co., Inc., a
Delaware corporation ("D. Tisch & Co."), which is the general
partner of WTG, with respect to all of the shares of Company
Common Stock beneficially owned by WTG, and (iii) Daniel R.
Tisch, the sole stockholder of D. Tisch & Co., with respect
to all of the shares of Company Common Stock beneficially
owned by WTG. WTG, D. Tisch and Co. and Mr. Tisch are col-
lectively referred to herein as the "Reporting Persons."
The Reporting Persons do not admit that they con-
stitute a group.
- 5 -<PAGE>
(b) The address of the principal offices and
principal business of each of the Reporting Persons is 499
Park Avenue, New York, New York 10022.
(c) The business of WTG is serving as the general
partner of Mentor (whose principal business is investment in
securities, primarily in connection with "merger" (or "risk")
arbitrage and, to a lesser extent, classic arbitrage, includ-
ing convertible securities arbitrage) and acting as an
investment manager with respect to the Managed Accounts. The
principal business of Daniel R. Tisch is serving as President
of D. Tisch & Co. The sole business of D. Tisch & Co. is
serving as the general partner of WTG, and other than such
service, D. Tisch & Co. has no investment or operating his-
tory of any kind.
(d) None of the persons referred to in paragraph
(a) above has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the persons referred to in paragraph
(a) above has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
- 6 -<PAGE>
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Daniel R. Tisch, President and sole Director
of D. Tisch & Co., is a United States citizen. D. Tisch &
Co. is a Delaware corporation. WTG is a Delaware limited
partnership.
Item 3. Source and Amount of Funds
or Other Consideration.
The $6,361,693.50 used to purchase shares of Com-
pany Common Stock for Mentor came from Mentor's working
capital, which may at any given time include funds borrowed
in the ordinary course of its business activities from margin
accounts. All of the Company Common Stock acquired by Mentor
was purchased in the ordinary course of Mentor's business.
Amounts used to purchase shares of Company Common
Stock for the Managed Accounts are furnished from, and proceeds
of any sales of Company Common Stock for the Managed Accounts
are furnished to, the investment capital of the Managed
Accounts, which may at any given time include funds borrowed in
the ordinary course of its business activities from margin ac-
counts. All of the Company Common Stock acquired and disposed
of for the Managed Accounts was purchased and disposed of in
the ordinary course of WTG's business.
- 7 -<PAGE>
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of Company
Common Stock for Mentor, and for the Managed Accounts, is for
investment. Each of Mentor and the Managed Accounts may make
further purchases of Company Common Stock from time to time
and may dispose of any or all of the shares of Company Common
Stock held by it at any time. None of the Reporting Persons
has any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (b) through
(j), inclusive, of Item 4 of Schedule 13D. Such entities and
persons may, at any time and from time to time, review or
reconsider their position with respect to the Company, and
formulate plans or proposals with respect to any of such
matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mentor owns benefi-
cially an aggregate of 692,000 shares of Company Common Stock
(or approximately 5.5% of the Company Common Stock outstand-
ing on November 9, 1994), based on the number of 12,661,671
shares of Company Common Stock then outstanding as set forth
in the Quarterly Report on Form 10-Q filed by the Company
with the Securities and Exchange Commission for the quarter
ended September 30, 1994, and dated November 14, 1994.
- 8 -<PAGE>
Neither D. Tisch & Co. nor Mr. Tisch own directly
any shares of Company Common Stock. By reason of the pro-
visions of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Act"), each of such persons may be
deemed to own beneficially the shares of Company Common Stock
beneficially owned by WTG.
Except as set forth herein, none of the Reporting
Persons beneficially owns any shares of the Company Common
Stock.
(b) WTG, by virtue of its power as the general
partner of Mentor, has the power to vote and to dispose of
the shares of Company Common Stock owned by Mentor. In ad-
dition, WTG is a party to investment management agreements
pursuant to which WTG has investment responsibility with
respect to all securities held in the Managed Accounts.
Pursuant to such agreements, Mr. Tisch has the power to
dispose of (or to direct the disposition of) any shares of
Company Common Stock held in the Managed Accounts. By virtue
of D. Tisch & Co.'s power as general partner of WTG, and by
virtue of Mr. Tisch's power as President of D. Tisch & Co.,
Mr. Tisch and D. Tisch & Co. may be deemed to share dis-
positive and voting power over all securities beneficially
owned by WTG, to the extent that WTG has such dispositive or
voting power. None of the Reporting Persons have the power
- 9 -<PAGE>
to vote (or cause the voting of) any Company Common Stock
held in the Managed Accounts.
(c) Except as set forth on Schedule A hereto, no
transactions in Company Common Stock have been effected
during the past sixty days by any of the Reporting Persons.
(d) No person other than each respective benefi-
cial owner referred to herein is known to have the right to
receive or the power to direct the receipt of dividends from
or the proceeds of sale of shares of Company Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof or be-
tween such persons and any other person with respect to any
securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
- 10 -<PAGE>
Item 7. Material to be Filed as Exhibits.
1. There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-l(f)(1) under the Secu-
rities Exchange Act of 1934.
- 11 -<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 22, 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
- 12 -<PAGE>
Schedule A
<TABLE>
Acquisitions (Dispositions) of
Company Common Stock
by WTG During the Past Sixty Days
<CAPTION>
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
<S> <C> <C> <C> <C>
Mentor August 5, 1994 23,400 $ 257,400.00 $11.000
August 8, 1994 1,800 19,206.00 10.670
August 10, 1994 5,000 55,000.00 11.000
August 11, 1994 30,000 326,250.00 10.875
September 1, 1994 20,000 213,750.00 10.688
September 2, 1994 8,500 93,500.00 11.000
September 8, 1994 15,000 166,875.00 11.125
September 23, 1994 20,000 212,500.00 10.625
September 29, 1994 50,000 540,000.00 10.800
November 8, 1994 61,300 635,987.50 10.375
November 21, 1994 5,000 51,450.00 10.290
November 25, 1994 10,000 110,400.00 11.040
November 30, 1994 23,000 244,375.00 10.625
December 16, 1994 370,000 3,006,250.00 8.125
December 20, 1994 49,000 428,750.00 8.75
The Managed Accounts
September 8, 1994 10,000 $111,250.00 $11.125
September 23, 1994 10,000 106,250.00 10.625
November 8, 1994 30,000 311,250.00 10.375
December 16, 1994 (1,000) 8,750.00 8.75
December 20, 1994 (49,000) 428,750.00 8.75
</TABLE>
All shares of Company Common Stock were purchased (disposed
of) in transactions in the over-the-counter market.
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-l(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amendments to
this statement on Schedule 13D shall be filed on behalf of
each of the undersigned without the necessity of filing ad-
ditional joint acquisition statements. The undersigned ac-
knowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and ac-
curacy of the information concerning him or it contained
therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except
to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Dated: December 22, 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
