SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MEM Company, Inc.
(Name of Issuer)
Common Stock, par value $.05 per value
(Title of Class of Securities)
585-871-10-6
(CUSIP NUMBER)
Mr. Gay A. Mayer
MEM Company, Inc.
Northvale, New Jersey 07647
(201) 767-0100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1996
(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 statement 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.
<PAGE>
CUSIP No. 585-871-10-6
13D
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gay A. Mayer
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 375,855 (See Item 5 attached hereto)
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 816,393 (See Item 5 attached hereto)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 375,855 (See Item 5 attached hereto)
10 SHARED DISPOSITIVE POWER
816,393 (See Item 5 attached hereto)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,192,248
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Note: Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, this
first electronic amendment to a paper format Schedule
13D restates the entire text of the Schedule 13D.
Item 1. Security and Issuer.
The class of equity securities to which this
Statement relates is the common stock, par value
$.05 per share ("MEM Common Stock"), of MEM
Company, Inc. ("MEM", or the Company"), which has
its principal executive offices at Union Street
Extension, Northvale, New Jersey 07647.
Item 2. Identity and Background.
(a) This statement is being filed by Gay A.
Mayer.
(b) Mr. Mayer's business address is MEM Company,
Inc., Union Street Extension, Northvale, New
Jersey 07647.
(c) Mr. Mayer is the President, Chief Executive
Officer, a Director and Chairman of the Board
of the Company.
(d) Mr. Mayer has never been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the last five years, Mr. Mayer has not
been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment,
decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Mayer is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Mayer acquired approximately 102,825 of the
353,565 shares of MEM Common Stock held directly
by him as gifts, and 250,000 of such shares were
purchased on April 22, 1993 from the Elizabeth C.
Mayer Grantor Trust dated 10/26/88 at a price of
$4.00 per share in a private transaction. The
purchase price was paid with a promissory note due
April 22, 2005. The balance of the shares of MEM
Common Stock held directly by him were purchased
by him in open market transactions more than five
years ago.
Item 4. Purposes of Transaction.
Mr. Mayer acquired the shares of MEM Common Stock
individually and as a custodian, a trustee, a
beneficiary and a director of a charitable
foundation. Mr. Mayer has no plans or proposals
which relate to or would result in any of the
actions referred to in the text of Item 4 of
Schedule 13D.
In February 1996, the Company announced that the
Board of Directors had appointed a Special
Committee of the Board to consider strategic
alternatives for the Company. In April 1996, the
Company announced that it had retained Peter J.
Solomon Company Limited, an investment banking
firm, to advise it and the Special Committee in
connection with the consideration of strategic
alternatives.
Item 5. Interest in Securities of the Issuer.
(a) As of April 15, 1996, Mr. Mayer may be deemed
to be the beneficial owner of an aggregate of
1,192,248 shares of MEM Common Stock,
constituting approximately 46.2% of the
shares of MEM Common Stock outstanding, as
more fully set forth below.
(i) Mr. Mayer is the beneficial owner of
353,565 shares of MEM Common Stock held
directly by him.
(ii) Mr. Mayer may be deemed to be the
beneficial owner of 22,290 shares of MEM
Common Stock held by two trusts (of which he
is the sole trustee) for the benefit of his
son and daughter. The trusts acquired the
shares as gifts. Mr. Mayer disclaims
beneficial ownership of such shares.
(iii) Mr. Mayer may be deemed to be the
beneficial owner of 59,875 shares of MEM
Common Stock held by the Family Mayer
Foundation, Inc., a charitable foundation, of
which he is one of three directors who share
the power to vote and dispose of such shares.
These shares were acquired as gifts. Mr.
Mayer disclaims beneficial ownership of such
shares.
(iv) Mr. Mayer may be deemed to be the
beneficial owner of 530,190 shares of MEM
Common Stock held by the Elizabeth C. Mayer
Grantor Trust (the "Trust") (of which he is
one of two trustees) for the benefit of his
mother and her issue. The Trust acquired
such shares as a gift and as a beneficiary of
the Stephen H. Mayer Grantor Trust dated
10/26/88. Mr. Mayer may be deemed to have
shared power, subject to the direction of the
other trustee, to vote and dispose of such
shares. Mr. Mayer disclaims beneficial
ownership of such shares.
(v) Mr. Mayer may be deemed to be the
beneficial owner of 151,550 shares of MEM
Common Stock held by two trusts (with respect
to each of which Elizabeth C. Mayer and
United States Trust Company of New York are
trustees) for the benefit of Mr. Mayer and
his issue. The trusts acquired such shares
as gifts. Mr. Mayer has the right, at the
discretion of the trustees, to receive
dividends paid on such shares and the
proceeds of any sale of such shares.
(vi) Mr. Mayer may be deemed to be the
beneficial owner of 33,270 shares of MEM
Common Stock owned by his spouse. Mr. Mayer
disclaims beneficial ownership of such
shares.
(vii) Mr. Mayer may be deemed to be the
beneficial owner of 51,500 shares of MEM
Common Stock held by the Stephen H. Mayer
Life Insurance Trust, of which he is one of
three trustees.
(b) Of the aggregate of 1,192,248 shares of MEM
Common Stock which may be deemed to be
beneficially owned by Mr. Mayer, Mr. Mayer
has the sole power to vote and to dispose of
375,855 shares and the shared power to vote
and to dispose of 816,393 shares.
(i) With respect to the shares referred to
in Item 5(a)(iii) and Item 5(a)(vii), the
persons with whom he shares the power to vote
and dispose of such shares are Elizabeth C.
Mayer and Laurette M. Beach. Elizabeth C.
Mayer and Laurette M. Beach are Directors of
the Company and are private investors. The
business address of each of the foregoing is
c/o MEM Company, Inc., Union Street
Extension, Northvale, New Jersey 07647.
Neither has ever been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors). In the last five
years, neither has been a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction which resulted
in a judgment, decree or final order
enjoining future violations of, or
prohibiting or mandating activities subject
to, federal or state securities laws or
finding any violation with respect to such
laws. Each of them is a citizen of the
United States of America.
(ii) With respect to the shares referred to
in Item 5(a)(iv), Mr. Mayer may be deemed to
share the power to vote and to dispose of
such shares with, and subject to the
direction of, Elizabeth C. Mayer during her
lifetime. See paragraph (i) above.
(iii) With respect to the shares referred to
in Item 5(a)(vi), Mr. Mayer may be deemed to
share the power to vote and to dispose of
such shares with his wife Mary Mayer. The
business address of Mrs. Mayer is c/o MEM
Company, Inc., Union Street Extension,
Northvale, New Jersey 07647. Mrs. Mayer has
never been convicted in a criminal proceeding
(excluding traffic violations and similar
misdemeanors). In the last five years, she
has not been a party to a civil proceeding of
a judicial or administrative body of
competent jurisdiction which resulted in a
judgment, decree or final order enjoining
future violation of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws. She is
a citizen of the United States.
(c) On April 15, 1996, the following numbers of
shares of MEM Common Stock were acquired or
disposed of by Gay A. Mayer in the indicated
capacities as gifts:
Transaction
Capacity
Number of Shares
Disposition
As trustee and
residuary
beneficiary under
the Stephen H. Mayer
Grantor Trust
413,303
Acquisition
As trustee under the
Elizabeth C. Mayer
Grantor Trust
413,303
(d) None, except as described in Item 5(c).
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Except as described in Item, 5, Mr. Mayer is not a
party to any contracts, arrangements,
understandings or relationships (legal or
otherwise) with any person with respect to shares
of MEM Common Stock, including, but not limited
to, any agreements concerning (i) transfer or
voting of any shares of MEM Common Stock; (ii)
finder's fees; (iii) joint ventures; (iv) loan or
option agreements; (v) puts or calls; (vi)
guarantee of profits; (vii) division of profits or
loss; or (viii) the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
None.
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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.
Date: May 17, 1996
Signature: /s/ Gay A. Mayer
Gay A. Mayer
