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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 3, 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 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 7 Pages<PAGE>
CUSIP NO. 578349102 Page 2 of 7 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 7 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 7 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. 2 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 ben-
eficial ownership of Common Stock, no par value (the "Company
Common Stock"), of Mayflower Group, Inc., an Indiana corpo-
ration (the "Company").
Item 2. Identity and Background
(a) The following sentence is added to paragraph
(a) of Item 2 of the Schedule 13D:
As of the close of business on January 3, 1995, WTG no
longer holds any securities in the Managed Accounts.
(c) The following sentence is added to paragraph
(c) of Item 2 of the Schedule 13D:
As of the close of business on January 3, 1995, WTG no
longer acts as investment manager with respect to the
Managed Accounts.
- 5 -<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The following sentence is added to Item 3 of the
Schedule 13D:
As of the close of business on January 3, 1995, shares
of Company Common Stock are no longer purchased or sold
by WTG for the Managed Accounts.
Item 4. Purpose of Transaction.
The following sentence is added to Item 4 of the
Schedule 13D:
As of the close of business on January 3, 1995, shares
of Company Common Stock are no longer purchased or sold
by WTG for the Managed Accounts.
Item 5. Interest in Securities of Issuer.
The following sentence is added to paragraph (b) of Item
5 of the Schedule 13D:
As of the close of business on January 3, 1995, WTG no
longer has power to vote or dispose of any securities
owned by the Managed Accounts.
- 6 -<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: January 5, 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
- 7 -
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