UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
JMC GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
466218 10 4
(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
(203) 661-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 20, 1997
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 466218 10 4
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -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)
0.00%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
CUSIP No. 466218 10 4
- --------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -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)
0.00%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
ITEMS 4, 5 AND 7 ARE HEREBY AMENDED AS SET FORTH BELOW.
-------------------------------------------------------
ITEM 4. PURPOSE OF TRANSACTION.
[Item 4 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
As set forth in Item 5, each of Mr. Smith and Mr. Tryforos beneficially own
no shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[Item 5 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
(a) Each of Mr. Smith and Mr. Tryforos beneficially own no shares of Common
Stock.
(b) Not Applicable.
(c) Since the date of the previous filing, the Reporting Persons sold an
aggregate of 345,000 shares of Common Stock on behalf of the Managed Accounts in
open market transactions on the over-the-counter market as follows:
<TABLE>
<CAPTION>
Number of Shares
Date of Purchase Sold Price Per Share
- ---------------- ---------------- ---------------
<C> <C> <C>
3/20/1997 345,000 $1.0000
</TABLE>
(d) The Managed Accounts have the right to receive dividends from, and the
proceeds from the sale of, the Managed Accounts' Shares.
(e) Mr. Smith and Mr. Tryforos ceased to be beneficial owners of more than
5% of the outstanding shares of Common Stock on March 20, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[Item 7 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
1. Agreement relating to the joint filing of Statement on Schedule 13D
dated November 9, 1993 as required by Rule 13d-1(f).
2. Agreement relating to the joint filing of Amendment No. 1 to the
Statement on Schedule 13D dated December 23, 1993 as required by Rule
13d-1(f).
3. Agreement relating to the joint filing of Amendment No. 2 to the
Statement on Schedule 13D dated January 25, 1994 as required by Rule
13d-1(f).
4. Agreement relating to the joint filing of Amendment No. 3 to the
Statement on Schedule 13D dated March 10, 1997 as required by Rule
13d-1(f).
5. Agreement relating to the joint filing of Amendment No. 4 to the
Statement on Schedule 13D dated March 25, 1997 as required by Rule
13d-1(f).
<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: March 25, 1997
/s/ Thomas W. Smith
--------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
--------------------------
Thomas N. Tryforos
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Document Numbered Page
- -------- -------------
1. Agreement relating to the joint *
filing of Statement on Schedule
13D dated November 9, 1993 as
required by Rule 13d-1(f).
2. Agreement relating to the joint *
filing of Amendment No. 1 to
the Statement on Schedule
13D dated December 23, 1993 as
required by Rule 13d-1(f).
3. Agreement relating to the joint *
filing of Amendment No. 2 to
the Statement on Schedule
13D dated January 25, 1994 as
required by Rule 13d-1(f).
4. Agreement relating to the joint *
filing of Amendment No. 3 to
the Statement on Schedule
13D dated March 10, 1997 as
required by Rule 13d-1(f).
5. Agreement relating to the joint 8
filing of Amendment No. 4 to
the Statement on Schedule
13D dated March 25, 1997 as
required by Rule 13d-1(f).
- ------------------
* Previously filed
<PAGE>
EXHIBIT 5
JOINT FILING AGREEMENT
----------------------
The undersigned agree that the foregoing Statement on Schedule 13D, dated
March 25, 1997 is being filed with the Securities and Exchange Commission on
behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: March 25, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
