SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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
Elizabeth C. 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 531,490 (See Item 5 attached hereto)
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 421,375 (See Item 5 attached hereto)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 531,490 (See Item 5 attached hereto)
10 SHARED DISPOSITIVE POWER
421,375 (See Item 5 attached hereto)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
942,865
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
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 Elizabeth C.
Mayer.
(b) Mrs. Mayer's residence address is 5111
Oakmont Drive, Tucson, Arizona 85718
(c) Mrs. Mayer is a Director of the Company and a
private investor.
(d) Mrs. Mayer has never been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the last five years, Mrs. 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) Mrs. Mayer is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purposes of Transaction.
Mrs. Mayer acquired the shares of MEM Common Stock
for investment and as a trustee of two trusts of
which she is a beneficiary, as a trustee of five
other trusts described below and as a director of
a charitable foundation. Mrs. 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, Mrs. Mayer may be
deemed to be the beneficial owner of an
aggregate of 942,865 shares of MEM Common
Stock, constituting approximately 36.5% of
the shares of MEM Common Stock outstanding,
as more fully set forth below:
(i) Mrs. Mayer is the beneficial owner of
1,300 shares of MEM Common Stock held
directly by her.
(ii) Mrs. Mayer is the beneficial owner of
530,190 shares of MEM Common Stock held by
the Elizabeth C. Mayer Grantor Trust (the
"Trust") (of which she is one of two
trustees) for her benefit and the benefit of
her issue. The Trust acquired such shares as
a gift. Mrs. Mayer has the power to direct
the vote and disposition of such shares and
to revoke the Trust during her lifetime.
(iii) Mrs. Mayer may be deemed to be the
beneficial owner of 310,000 shares of MEM
Common Stock held by four trusts (of which
she is one of two trustees) for the benefit
of her children Gay A. Mayer and Laurette M.
Beach and their respective issue. The trusts
acquired the shares as gifts. Mrs. Mayer
disclaims beneficial ownership of such
shares.
(iv) Mrs. 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 she is one of three directors who share
the power to vote and dispose of such shares.
These shares were acquired as gifts. Mrs.
Mayer disclaims beneficial ownership of such
shares.
(v) Mrs. 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 she is one of
three trustees.
(b) Of the shares referred to in paragraph (a),
Mrs. Mayer has the sole power to vote and to
dispose of 531,490 of such shares and the
shared power to vote and to dispose of
421,375 of such shares.
(i) With respect to the shares referred to
in Item 5(a)(iii), Mrs. Mayer and United
States Trust Company of New York are joint
trustees of each of the four trusts. With
respect to 276,000 of such shares, it is not
clear from the governing trust instruments
whether United States Trust Company shares
with Mrs. Mayer the power to vote and to
dispose of such shares.
(ii) With respect to the shares referred to
in Item 5(a)(iv) and Item 5(a)(v) the persons
with whom she shares the power to vote and
dispose of such shares are Gay A. Mayer and
Laurette M. Beach. Gay A. Mayer is the
President, a Director, Chairman of the Board
and Chief Executive Officer of the Company.
Laurette M. Beach is a Director of the
Company and a private investor. The business
address of each of the foregoing is c/o MEM
Company, Inc., Union Street Extension,
Northvale, New Jersey 07647. None of them
has ever been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors). In the last five
years, none of them 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.
(c) On April 15, 1996 the following numbers of
shares of MEM Common Stock were acquired or
disposed of by Elizabeth C. Mayer in the
indicated capacity as a distribution from the
Stephen H. Mayer Grantor Trust to the
Elizabeth C. Mayer Grantor Trust.
Number of
Transaction Capacity Shares
Disposition As trustee under the
Stephen H. Mayer Grantor
Trust 413,303
Acquisition As grantor and 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, Mrs. 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.
<PAGE>
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
Elizabeth C. Mayer
By: Gay A. Mayer
Attorney-in-fact
