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)
Elizabeth C. Mayer Grantor Trust dated December 14, 1988
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
Elizabeth C. 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*
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 520,190 (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 520,190 (See Item 5 attached
hereto)
10 SHARED DISPOSITIVE POWER
0 (See Item 5 attached hereto)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,190
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13D is amended and restated 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 the
Elizabeth C. Mayer Grantor Trust dated
December 14, 1988 (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 beneficially owned
by the Trust were acquired as a gift and as a
beneficiary of the Stephen H. Mayer Grantor Trust
dated October 26, 1988.
Item 4. Purposes of Transaction.
Except as noted below, 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.
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.
The Trust has indicated that it intends to vote
its 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, the Trust may be
deemed to be the beneficial owner of an
aggregate of 520,190 shares of MEM Common
Stock, constituting approximately 20.0% of
the shares of MEM Common Stock outstanding.
(b) The trustee of the Trust 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.
The Trust was established on December 14,
1988 by Elizabeth C. Mayer for the benefit of
Elizabeth C. Mayer, her spouse and their
issue. The Trust acquired 106,887 of the
shares of the MEM Common Stock it
beneficially owns as a gift from Mrs. Mayer
and 413,303 of the shares of MEM Common Stock
it beneficially owns as a distribution to it
as a beneficiary of the Stephen H. Mayer
Grantor Trust.
(c) Elizabeth C. Mayer ceased to be a trustee of
the Trust upon her death on June 22, 1996 and
the Trust became irrevocable.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Except as described in Items 4 and 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.
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: Elizabeth C. Mayer Grantor Trust
By: /s/ Gay A. Mayer
Gay A. Mayer, Trustee
