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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
March 31, 1995
(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 report-
ing 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.)
(Page 1 of 9 Pages)
PAGE
<PAGE>
CUSIP NO. 578349102 13D Page 2 of 9 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 None
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
None
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
PN
PAGE
<PAGE>
CUSIP NO. 578349102 13D Page 3 of 9 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 None
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
None
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
CO
PAGE
<PAGE>
CUSIP NO. 578349102 13D Page 4 of 9 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 None
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
None
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person
IN
PAGE
<PAGE>
This Amendment No. 3 amends the Schedule 13D dated
December 22, 1994 (as previously amended, the "Schedule 13D")
filed by WTG & Co., L.P. ("WTG"), D. Tisch & Co., Inc. ("D.
Tisch & Co."), and Daniel R. Tisch relating to their benefi-
cial ownership of Common Stock, no par value (the "Company
Common Stock"), of Mayflower Group, Inc., an Indiana corpo-
ration (the "Company"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in
the Schedule 13D.
1. The information set forth under Item 3 in the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
The $753,430.16 used by Mentor to purchase in
the aggregate 77,000 shares of Company Common Stock pursuant
to the transactions set forth in paragraph 4 below ("Acqui-
sitions of Shares of Company Common Stock by Mentor Since the
Most Recent Filing on Schedule 13D") came from Mentor's
working capital. All of the shares of Company Common Stock
acquired by Mentor as set forth in paragraph 4 below were
purchased in the ordinary course of Mentor's business.
2. The information set forth in Item 5(a) of the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
(Page 5 of 9 Pages)
PAGE
<PAGE>
As of the close of business on March 30, 1995,
Mentor beneficially owned an aggregate of 764,000 shares
of Company Common Stock (which was approximately 6.0% of
the Company Common Stock outstanding on September 30,
1994 based on information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 that was dated November 14, 1994 and
filed with the Securities and Exchange Commission).
On March 31, 1995 the merger (the "Merger") of
the Company and Laidlaw Transit, Inc. ("Laidlaw") was
consummated. Pursuant to and in accordance with the
terms of the Merger all of the Company Common Stock,
including the shares of the Company Common Stock held by
Mentor, were converted into the right to receive $10.37
in cash per share of Company Common Stock.
3. The information set forth in Item 5(c) of the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
Except in accordance with the Merger as
described in paragraph 2 above or as set forth on
Schedule A, no transactions in the shares of Company
Common Stock have been effected since the most recent
filing on Schedule 13D by Mentor, or to the best
knowledge of Mentor or any Reporting Person, by any such
Reporting Person.
(Page 6 of 9 Pages)
PAGE
<PAGE>
4. Schedule A of the Schedule 13D is hereby
amended and supplemented by adding thereto the following in-
formation:
Acquisitions of Shares of Company Common Stock by Mentor
Since the Most Recent Filing on Schedule 13D
<TABLE>
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
January 11, 1995 10,000 $ 99,150.00 $ 9.915
January 12, 1995 4,300 42,634.50 9.915
January 23, 1995 20,000 190,800.00 9.540
January 30, 1995 3,000 28,620.00 9.540
February 1, 1995 1,400 13,181.00 9.415
February 2, 1995 3,000 28,432.50 9.478
February 24, 1995 2,000 19,080.00 9.540
March 3, 1995 2,100 20,034.00 9.540
March 8, 1995 1,500 14,310.00 9.540
March 16, 1995 500 4,895.00 9.790
March 17, 1995 1,500 14,685.00 9.790
March 23, 1995 1,800 17,622.00 9.790
March 28, 1995 8,900 89,306.16 10.034
March 29, 1995 17,000 170,680.00 10.040
</TABLE>
All shares of Company Common Stock were purchased in transac-
tions on The Nasdaq National Market.
Dispositions of Shares of Company Common Stock by Mentor
Since the Most Recent Filing on Schedule 13D
<TABLE>
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
March 31, 1995 764,000 $7,922,680.00 $ 10.370
</TABLE>
All shares of Company Common Stock were converted into the
right to receive cash pursuant to the Merger.
(Page 7 of 9 Pages)
PAGE
<PAGE>
5. The Schedule 13D is hereby amended by adding
to Item 5(e) thereof the following:
The Partnership ceased to be the beneficial
owner of the more than five percent of the shares of the
Company Common Stock on March 31, 1995 upon consummation
of the Merger.
(Page 8 of 9 Pages)
PAGE
<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: April 7, 1995
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
(Page 9 of 9 Pages)
<PAGE>
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