SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MEM Company, Inc.
(Name of Issuer)
Common Stock, par value $.05 per value
(Title of Class of Securities)
585-871-10-6
(CUSIP NUMBER)
Stephen H. Mayer Grantor Trust dated 10/26/88
c/o 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
Stephen H. Mayer Grantor Trust dated 10/26/88
###-##-####
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 0 (See Item 5 attached hereto)
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 0 (See Item 5 attached hereto)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 (See Item 5 attached hereto)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
00
*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 the Stephen
H. Mayer Grantor Trust dated 10/26/88 (the
"Trust").
(b) The Trust's business address is care of MEM
Company, Inc., Union Street Extension,
Northvale, New Jersey 07647.
(c) The Trust is the beneficial owner of more
than 10% of the outstanding MEM Common Stock.
(d) The Trust has never been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) In the last five years, the Trust 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) The Trust was organized in the United States
of America and its provisions are governed by
the laws of the State of New York.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of MEM Common Stock which were
beneficially owned by the Trust were acquired as a
gift.
Item 4. Purposes of Transaction.
The Trust 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, 1995, the Trust was not the
beneficial owner of any shares of MEM Common
Stock.
(b) The trustees of the Trust are Gay A. Mayer
and Elizabeth C. Mayer. Gay A. Mayer is the
President, Chief Executive Officer, a
Director and Chairman of the Board of the
Company. Elizabeth C. Mayer 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.
The Trust was established on October 26, 1988
by Stephen H. Mayer for the benefit of
Stephen H. Mayer, his spouse and their issue.
The Trust acquired all of the MEM Common
Stock which it held as a gift from Mr. Mayer.
Until his death on January 9, 1990, Mr. Mayer
was a trustee of the Trust and had the power
to direct the vote and disposition of such
shares and to revoke the Trust. The
remaining trustees now share such powers,
other than the power to revoke the Trust.
(c) On April 15, 1996, 413,303 shares of MEM
Common Stock were disposed of by the Trust as
a distribution to a beneficiary of the Trust.
(d) Not Applicable.
(e) On April 15, 1996, the Trust ceased to be the
beneficial owner of more than five percent of
the outstanding shares of MEM Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Except as described in Item 5, the Trust 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: Stephen H. Mayer Grantor Trust
By: /s/ Gay A. Mayer
Gay A. Mayer, Trustee
