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 share
(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)
June 22, 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.
CUSIP No. 585-871-10-6
13D
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laurette M. Beach
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 360,632 (See Item 5 attached hereto)
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 824,139 (See Item 5 attached hereto)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 360,632 (See Item 5 attached hereto)
10 SHARED DISPOSITIVE POWER
824,139 (See Item 5 attached hereto)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,184,771
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13D is amended as follows:
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 Laurette M.
Beach.
(b) Mrs. Beach's business address is c/o MEM
Company, Inc., Union Street Extension,
Northvale, New Jersey 07647.
(c) Mrs. Beach is a Director of the Company and a
private investor.
(d) Mrs. Beach has never been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the last five years, Mrs. Beach 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. Beach is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mrs. Beach purchased 250,000 of the shares of MEM
Common Stock held directly by her on April 22,
1993 from the Elizabeth C. Mayer Grantor Trust
dated December 14, 1988 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.
Mrs. Beach acquired substantially all of the other
33,844 shares of MEM Common Stock held directly by
her as gifts. The balance of the shares of MEM
Common Stock held directly by her were purchased
by her in open market transactions more than five
years ago.
Item 4. Purpose of Transaction.
Mrs. Beach acquired the shares of MEM Common Stock
individually and as a custodian, a trustee, a
beneficiary and a director of a charitable
foundation. Except as noted below, Mrs. Beach 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.
The Company, Renaissance Cosmetics, Inc. ("RCI")
and Renaissance Acquisition, Inc., a wholly-owned
subsidiary of RCI ("RAI"), entered into an
Agreement and Plan of Merger, dated as of August
6, 1996 (the "Merger Agreement"), whereby at the
effective time of the merger, RAI will be merged
with and into MEM (the "Merger"), all of the
issued and outstanding shares of MEM Common Stock
(other than shares of MEM Common Stock held by
MEM, RCI or their subsidiaries and by dissenters)
will be converted into the right to receive $7.50
per share and MEM will become a wholly-owned
subsidiary of RCI. Consummation of the Merger is
subject to various conditions, including, but not
limited to, RCI obtaining the financing to
complete the Merger and the stockholders of MEM
approving the Merger at a duly convened meeting of
MEM's stockholders. A special meeting of the
shareholders of MEM has been scheduled for October
25, 1996.
Mrs. Beach has indicated that she intends to vote
her shares of MEM Common Stock in favor of the
Merger at the special meeting.
Item 5. Interest in Securities of the Issuer.
(a) As of October 4, 1996, Mrs. Beach may be
deemed to be the beneficial owner of an
aggregate of 1,184,771 shares of MEM Common
Stock, constituting approximately 45.4% of
the shares of MEM Common Stock outstanding,
as more fully set forth below.
(i) Mrs. Beach is the beneficial owner of
283,844 shares of MEM Common Stock, and 3,200
shares of MEM Common stock which may be
acquired upon the exercise of options which
are exercisable within the next 60 days, held
directly by her.
(ii) Mrs. Beach may be deemed to be the
beneficial owner of 49,856 shares of MEM
Common Stock held by two trusts (of which she
is the sole trustee) for the benefit of her
daughters. The trusts acquired the shares as
gifts. Mrs. Beach disclaims beneficial
ownership of such shares.
(iii) Mrs. Beach may be deemed to be the
beneficial owner of 23,732 shares of MEM
Common Stock held by her as custodian for her
daughters under the New Jersey Uniform Gift
to Minors Act. These shares were acquired as
gifts. Mrs. Beach disclaims beneficial
ownership of such shares.
(iv) Mrs. Beach 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 two directors who share
the power to vote and dispose of such shares.
These shares were acquired as gifts. Mrs.
Beach disclaims beneficial ownership of such
shares.
(v) Mrs. Beach may be deemed to be the
beneficial owner of 520,190 shares of MEM
Common Stock held by the Elizabeth C. Mayer
Grantor Trust dated December 12, 1988 (the
"Trust") for the benefit of the issue of
Elizabeth C. Mayer. The Trust acquired such
shares as a gift and as a beneficiary of the
Stephen H. Mayer Granter Trust dated October
26, 1988. Mrs. Beach is a residuary
beneficiary of the Trust. Mrs. Beach
disclaims beneficial ownership of such
shares.
(vi) Mrs. Beach may be deemed to be the
beneficial owner of 158,450 shares of MEM
Common Stock held by two trusts (with respect
to each of which Gay A. Mayer and United
States Trust Company of New York are
trustees) for the benefit of Mrs. Beach and
her issue. The trusts acquired such shares
as gifts. Mrs. Beach 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.
(vii) Mrs. Beach may be deemed to be the
beneficial owner of 31,524 shares of MEM
Common Stock owned by her spouse. Mrs. Beach
disclaims beneficial ownership of such
shares.
(viii) Mrs. Beach may be deemed to be the
beneficial owner of 2,600 shares of MEM
Common Stock owned by her daughters. Mrs.
Beach disclaims beneficial ownership of such
shares.
(ix) Mrs. Beach 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
two trustees.
(b) Of the aggregate of 1,184,771 shares of MEM Common
Stock which may be deemed to be beneficially owned
by Mrs. Beach, Mrs. Beach has the sole power to
vote and to dispose of 360,632 shares and the
shared power to vote and to dispose of 824,139
shares.
(i) With respect to the shares referred to
in Item 5(a)(iv) and Item 5(a)(ix), the
person with whom Mrs. Beach shares the power
to vote and dispose of such shares is Gay A.
Mayer. Gay A. Mayer is the President, Chief
Executive Officer, a Director and Chairman of
the Board of the Company. The business
address of Mr. Mayer is c/o MEM Company,
Inc., Union Street Extension, Northvale, New
Jersey 07647. Mr. Mayer has never been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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. Mr. Mayer is a citizen
of the United States of America.
(ii) With respect to the shares referred to
in Item 5(a)(vii), Mrs. Beach may be deemed
to share the power to vote and to dispose of
such shares with her husband Thomas Beach.
The business address of Mr. Beach is c/o MEM
Company, Union Street Extension, Northvale,
New Jersey 07647. Mr. Beach has never been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
In the last five years, he 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. He is a citizen of the United States
of America.
(iii) With respect to the shares referred to
in Item 5(a)(viii), Mrs. Beach may be deemed
to share the power to vote and to dispose of
such shares with her daughters Alexis Beach
and Lindsay Beach. The business address of
each of the foregoing is c/o MEM Company,
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.
(c) Mrs. Beach became a residuary beneficiary of the
Trust upon the death of Elizabeth C. Mayer on June
22, 1996. The Trust is the beneficial owner of
520,190 shares of MEM Common Stock.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Except as described in Item 5, Mrs. Beach 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.
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: October 7, 1996
Signature: /s/ Laurette M. Beach
Laurette M. Beach
