SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)
FECHTOR, DETWILER, MITCHELL & CO.
_____________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_____________________________________________________________________________
(Title of Class of Securities)
313066 10 2
_____________________________________________________________________________
(CUSIP Number)
ADAM SONNENSCHEIN, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1134
_____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
AUGUST 30, 1999
_____________________________________________________________________________
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) 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 the cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 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).
(Continued on following pages)
(Page 1 of 4 Pages)
<PAGE>
SCHEDULE 13D Robert Detwiler
CUSIP NO. 313066 10 2 Page 2 of 4 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSON: Robert Detwiler
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS PF
_____________________________________________________________________________
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.
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER: 2,474,994
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY ________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER: 2,274,994
REPORTING ________________________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER:
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 2,474,994
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: [ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 19.4%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON: IN
_____________________________________________________________________________
<PAGE>
Page 3 of 4 Pages
This Statement on Schedule 13D (this "Statement") is filed with
the Securities and Exchange Commission pursuant to Rule 13d-1
under the Securities Exchange Act of 1934 (the "Act").
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01
per share ("Common Stock"), of Fechtor, Detwiler, Mitchell
& Co. (the "FDM"). FDM is a Delaware corporation with its
principal executive offices located at 225 Franklin
Street, Boston, Massachusetts 02110.
Item 2. Identity and Background.
(a) This Statement is being filed by Robert Detwiler.
(b) The address of the principal business of the Reporting
Person is 225 Franklin Street, Boston, Massachusetts
02110.
(c) The principal business activity of the Reporting
Person is President of Fechtor, Detwiler & Co., Inc.,
which is principally engaged in the securities business.
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that
resulted in or caused the Reporting Person to be
subject to 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.
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction in
which the result of such proceeding caused the
Reporting Person to be subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person received the Common Stock covered by
this Statement on August 30, 1999 in exchange for Common
Stock of Fechtor, Detwiler & Co., Inc. in a merger
transaction (the "Merger"). The shares of Common Stock of
Fechtor, Detwiler & Co., Inc. tendered in the Merger were
acquired with personal funds.
Page 4 of 4 Pages
Item 4. Purpose of the Transaction.
The Reporting Person acted in support of the Merger to
expand the business opportunities of Fechtor, Detwiler &
Co., Inc. and to enhance the liquidity of his investment
in that company.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 3 is incorporated herein
by reference.
The Reporting Person is the record and beneficial holder
of 2,474,994 shares of Common Stock, representing 19.4% of
the outstanding Common Stock.
Pursuant to a Share Reimbursement Agreement with Fechtor,
Detwiler & Co., Inc., ("Share Reimbursement Agreement")
the Reporting Person has agreed to provide FDM, for no
consideration, up to 200,000 shares of common stock upon
exercise of certain stock options issued to employees of
Fechtor, Detwiler & Co., Inc. prior to the Merger.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to the Share Reimbursement Agreement, the
Reporting Person has agreed to provide to FDM, for no
consideration, up to 200,000 shares of Common Stock upon
the exercise of certain stock options issued to employees
of Fechtor, Detwiler & Co., Inc. prior to the Merger.
Item 7. Material to be Filed as Exhibits.
Share Reimbursement Agreement between Fechtor, Detwiler &
Co., Inc. and the Reporting Person, among others, dated
June 10, 1999.
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.
September 9, 1999
/s/ Robert Detwiler
-----------------------------
SHARE REIMBURSEMENT AGREEMENT
June 10, 1999
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, CA 92121
Dear Sirs:
Contemporaneously with the delivery of this Agreement (the
"Agreement"), Fechtor, Detwiler & Co., Inc. ("FEDE") has entered
into an Agreement and Plan of Merger under which FEDE will merge
with JMC Merger Inc., a subsidiary of JMC Group, Inc. (the
"Merger"). As a consequence of the Merger, JMC Group, Inc.,
which will change its name to Fechtor, Detwiler, Mitchell & Co.
("FDM"), will, among other matters, assume the obligation to
issue shares of FDM Common Stock, par value $.01 per share ("FDM
Shares") upon exercise of options to purchase 81.82 shares of
FEDE's Common Stock, without par value ("FEDE Shares"), granted
to FEDE employees pursuant to FEDE's 1999 Special Stock Option
Plan (each, an "Option"). Under the terms of the Merger, FDM
will be obligated to issue 600,000 FDM Shares, as constituted on
the date of the Merger, if the Options are exercised in full. A
list of Optionholders, the number of FEDE Shares each is entitled
to purchase upon proper exercise of an Option, and the number of
FDM Shares each Optionholder would receive upon exercise of their
respective Options following the Merger is attached hereto as
Exhibit A.
- ----------
The undersigned, each of whom is a principal stockholder of
FEDE (individually, a "Stockholder" and collectively, the
"Stockholders"), jointly and severally agree with FDM that in the
event any Option is properly exercised by an Optionholder and FDM
is required by the terms of the Option to issue FDM Shares to the
Optionholder, the Stockholders, collectively, shall promptly
transfer and deliver to FDM that number of FDM Shares equal to
the number of FDM Shares to be issued to the Optionholder by FDM.
To facilitate the delivery of FDM Shares to FDM pursuant to
this Agreement, the Stockholders have delivered, or will deliver
prior to the Effective Time of the Merger, certificates
representing a total of 84 FEDE Shares to a custodian appointed
by the Stockholders and satisfactory to JMC Group, Inc. (the
"Custodian"), pursuant to a Custody Agreement substantially in
the form attached hereto as Exhibit B, with such changes as the
---------
Custodian may
<PAGE>
request or require for its protection. You agree
to look solely and exclusively to the shares held by the
Custodian to satisfy the obligations of the Stockholders under
this Agreement.
We and you hereby agree that any request to the Custodian for
the delivery of FDM Shares shall be made by delivery of a Demand
in the form attached hereto as Exhibit C. We also agree that the
---------
Stockholders' obligation pursuant to this Agreement shall apply
only to Options that are exercised on or prior to the original
expiration dates of the respective Options, and shall not be
affected by any amendment or modification of the Option that
increases the number of shares purchasable upon exercise of the
Option or extends the date for exercising the Option. You shall
promptly notify the undersigned and the Custodian of the
termination or expiration of any Option, and authorize the
release by the Custodian of the underlying FDM Shares to us.
Until the delivery by the Custodian of FDM Shares to FDM
pursuant to a valid Demand pursuant to this Agreement, the
Stockholders shall have the right to direct the voting of the FDM
Shares and all other shares, if any, represented by the
certificates deposited with the Custodian and to receive all
dividends and distributions thereon, except securities or other
property received as a result of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or like
capital adjustment or reorganization, which shall be retained by
the Custodian in substitution for and in replacement of or, as
the case may be, in addition to the shares originally deposited
hereunder.
Please acknowledge your agreement to the foregoing by signing
and returning a copy of this letter to each of us.
Very truly yours,
/s/ Sheldon Fechtor
--------------------------
Sheldon Fechtor
/s/ Richard Fechtor
--------------------------
Richard Fechtor
/s/ Robert Detwiler
--------------------------
Robert Detwiler
Agreed:
JMC Group, Inc.
by: /s/ James Mitchell
---------------------------
James Mitchell
<PAGE>
EXHIBIT A
LIST OF OPTIONHOLDERS
Name of No. of FEDE No. of FDM
Optionholder Shares Shares
------------ ------------ -----------
Andrew F. Detwiler 27.27 200,000
Douglas W. Jones 20.45 150,000
Brian Kritzer 12.27 90,000
Edward J. Hughes 6.82 50,000
Peter Fenton 5.59 41,000
Karen Fechtor Kritzer 2.73 20,000
A. Scott Pringle 2.05 15,000
Diane Mickel 0.68 5,000
Anne O'Hanlon 0.68 5,000
Thomas Generazio 0.95 7,000
Gerald Battista 0.95 7,000
Joseph Valenzuela 0.68 5,000
James Coleman 0.68 5,000
Total 81.82 600,000
<PAGE>
EXHIBIT B
CUSTODY AGREEMENT
August , 1999
Custodian
(Address)
Dear Sirs:
Each of us (individually, a "Stockholder" and collectively,
the "Stockholders") is delivering to you as Custodian (the
"Custodian") certificates in negotiable form (with signatures
guaranteed) representing 28 issued and outstanding shares of
Common Stock, without par value ("FEDE Common Stock"), of
Fechtor, Detwiler & Co., Inc. ("FEDE"), or a total of 84 shares
of FEDE Common Stock (the "FEDE Shares"). The FEDE Shares are to
be held by you as Custodian and are to be disposed of by you
solely in accordance with this Custody Agreement (the "Custody
Agreement").
FEDE has granted certain of its employees stock options
(each, an "Option") to purchase a total of 81.82 shares of FEDE
Common Stock pursuant to its 1999 Special Stock Option Plan.
FEDE also contemplates completing a merger with JMC Group, Inc.,
a Delaware Corporation, pursuant to an Agreement and Plan of
Merger by and among FEDE, JMC Group, Inc. and JMC Merger Inc.
dated as of June , 1999 (the "Merger Agreement") in which each
share of FEDE Common Stock, including the FEDE Shares, will be
changed into 7,333.333 shares of Common Stock, par value $.01 per
share, of JMC Group, Inc. ("FDM Common Stock"), which will then
change its name to Fechtor, Detwiler, Mitchell & Co. ("FDM").
Pursuant to the Merger, the 84 FEDE Shares that have been
delivered to you hereunder will be changed into 616,000 shares of
FDM Common Stock (the "FDM Shares"). A list of Optionholders,
the number of shares of FEDE Common Stock each is entitled to
purchase upon proper exercise of the Option and the number of
shares of FDM Common Stock each Optionholder would receive upon
exercise of the Option following the Merger is attached hereto as
Exhibit A.
- ---------
We have agreed that in the event FDM issues any shares of FDM
Common Stock to any Optionholder upon proper exercise of an
Option, FDM shall be entitled to cause you, as Custodian, to
transfer to FDM an equal number of shares of FDM Common Stock
from the FDM Shares you are holding under this Custody Agreement.
<PAGE>
In connection with the foregoing, you are authorized and
directed (i) to hold the certificates representing the FEDE
Shares deposited into your custody until the Effective Time of
the Merger; (ii) following the Effective Time of the Merger, to
exchange the certificates representing the FEDE Shares for
certificates representing FDM Shares as provided in the Merger
Agreement; (iii) to cause the certificates representing the FDM
Shares to be registered in your name (or the name of your
nominee) as Custodian under this Custody Agreement and (iv) if
requested by FDM from time to time by delivery of a Demand (as
hereinafter defined) on or before the date set forth in the
following paragraph, to deliver certificates representing the FDM
Shares to FDM for cancellation pursuant to the terms of a Share
Reimbursement Agreement between FDM and the Stockholders, a copy
of which is attached hereto as Exhibit B.
---------
Promptly following the exercise or expiration of all of the
Options in accordance with their original terms you shall cause
the FDM Shares represented by certificates that are then in your
custody to be divided equally among us and certificates
representing our respective interests in the FDM Shares,
registered in our respective names, to be delivered to each of
us.
For purposes of this Agreement, "Demand" shall mean a request
from FDM in the form attached hereto as Exhibit C executed for
---------
FDM by its principal executive officer and certified by its chief
financial officer.
Until the delivery by the Custodian of FDM Shares to FDM
pursuant to a valid Demand pursuant to this Agreement, the
Stockholders shall have the right to direct the voting of the FDM
Shares and all other shares, if any, represented by the
certificates deposited with the Custodian and to receive all
dividends and distributions thereon, except securities or other
property received as a result of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or like
capital adjustment or reorganization, which shall be retained by
the Custodian in substitution for and in replacement of or, as
the case may be, in addition to the shares originally deposited
hereunder.
Each Stockholder, for himself, hereby authorizes the
Custodian to deliver all contracts, orders, receipts, notices,
requests, instructions, certificates, letters and other writings,
and in general to do all things and to take all actions which in
the Custodian's sole discretion the Custodian may consider
necessary or proper in connection with, or to carry out and
comply with, all terms and conditions of the Share Reimbursement
Agreement and the delivery of the FDM Shares to FDM, but not
inconsistent herewith or with the Share Reimbursement Agreement,
as fully as could the Stockholder if personally present and
acting, including, without limitation, with full power and
authority, in the name of and on behalf of the undersigned, as
Custodian:
(a) To endorse, transfer and deliver certificates
representing FDM Shares to FDM or its transfer agent and to give
such orders and instructions to the transfer agent as you in your
sole discretion determine to be necessary or appropriate with
respect to the transfer on the books of the Company of the FDM
Shares to be delivered by the undersigned to FDM.
2
<PAGE>
(b) To make, execute, acknowledge and deliver all such
other agreements, contracts, orders, receipts, notices, requests,
instructions, certificates, letters and other writings,
including, without limitation, communications to the Securities
and Exchange Commission, the Nasdaq Stock Market, Inc., and the
National Association of Securities Dealers, Inc., and in general
to do all things and to take all actions which the Custodian in
its sole discretion may consider necessary or appropriate in
connection with or to carry out the aforesaid delivery of the FDM
Shares to FDM, as fully as the undersigned could do if the
undersigned were present and acting.
This Custody Agreement and your authority hereunder are, to
the extent legally enforceable, irrevocable and shall not be
subject to termination by any Stockholder or by operation of law,
whether by the death or incapacity of any Stockholder or by the
occurrence of any other event. If any Stockholder should die or
become incapacitated, or if any other such event should occur,
before the delivery of the FDM Shares to be delivered by the
Stockholder in accordance with the Share Reimbursement Agreement,
certificates for such shares shall be delivered by or on behalf
of such Stockholder in accordance with the terms and conditions
of this Custody Agreement, and actions taken by you hereunder
shall be valid as if such death or incapacitation or other event
had not occurred, regardless of whether or not you shall have
received notice of such death or incapacitation or other event.
The Custodian shall have full power to make and substitute
any bank or trust company having capital and surplus in excess of
$50,000,000 or any person approved by the Board of Directors of
FDM in his or her place and stead, and the undersigned hereby
ratifies and confirms all that the Custodian or substitute or
substitutes shall do by virtue of these presents. All actions
hereunder may be taken by the person named herein as Custodian or
his or her substitute. In the event of the death, disability or
incapacity of any Custodian, the Board of Directors of FDM shall
appoint a substitute therefor. The term "Custodian" as used
herein shall include any substitutes.
If any provision of this Custody Agreement is found to be
unenforceable as applied in any particular case or circumstance
in any applicable jurisdiction because it conflicts with any
constitution, statute or rule of public policy, or for any other
reason, such finding shall not render any other provision of this
Custody Agreement unenforceable to any extent whatsoever.
This Custody Agreement is executed under seal and shall be
binding upon the undersigned and the legal representatives,
successors and assigns of the undersigned. This Custody
Agreement shall be governed by, and construed and enforced in
accordance with, the laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.
The FDM Shares are to be held by you as Custodian for the
benefit of FDM and the Stockholders in accordance with their
respective interests as provided herein. The FDM Shares are not
a part of the estate of any Stockholder and each Stockholder's
interest in such FDM
3
<PAGE>
Shares shall be only the right to receive
any portion thereof, and dividends or distributions with respect
thereto, that are not delivered to FDM for cancellation as herein
provided.
It is understood that you assume no responsibility or
liability to any person other than to deal with the certificates
representing the FEDE Shares and the FDM Shares in accordance
with the provisions of this Agreement, and the Stockholders,
jointly and severally, agree to indemnify and hold you harmless
with respect to anything done by you in good faith and in
accordance with the foregoing instructions.
Each Stockholder, for himself, represents and warrants that
he has full right, power and authority to execute and deliver
this Agreement and that good and valid title to the FEDE Shares,
free and clear of all liens, encumbrances, equities or claims
will be transferred to FDM upon delivery of the FDM Shares to FDM
pursuant to this Agreement.
Your fee for services hereunder shall be $______ per annum,
payable by FDM. FDM shall promptly reimburse your expenses in
connection with your services hereunder.
Please acknowledge your acceptance hereof as Custodian and
receipt of the certificates representing the FEDE Shares as set
forth on Exhibit A by executing and returning a copy of this
letter to each Stockholder and FDM.
Very truly yours,
Stockholders:
__________________________________
Richard Fechtor
__________________________________
Robert Detwiler
__________________________________
Sheldon Fechtor
Agreed:
FECHTOR, DETWILER & CO., INC.
________________________________
4
<PAGE>
JMC GROUP, INC.
________________________________
5
<PAGE>
ACKNOWLEDGEMENT AND RECEIPT
, as Custodian, acknowledges acceptance of the
duties of Custodian under the foregoing Custody Agreement and
receipt of the certificates described below representing the FEDE
Shares.
Dated:August , 1999
(Name of Company)
by:__________________________________
Stockholder Cert. No. FEDE Shares
- ----------- --------- -------------
Sheldon Fechtor . 28
Richard Fechtor . 28
Robert Detwiler . 28
6
<PAGE>
EXHIBIT C
[Fechtor, Detwiler, Mitchell & Co.]
DEMAND
Date:
[Custodian]
Dear Sirs:
Pursuant to the Custody Agreement dated August , 1999
between you as Custodian; Messrs. Sheldon Fechtor, Richard
Fechtor and Robert Detwiler; and Fechtor, Detwiler, Mitchell &
Co. ("FDM"), FDM hereby:
(a) Notifies you that:
(1) each of the persons identified below has properly
exercised rights to purchase shares of FDM Common
Stock, par value $.01 per share, as set forth below
pursuant to the exercise of a 1999 Special Stock
Option originally issued by Fechtor, Detwiler & Co.,
Inc. pursuant to its 1999 Special Stock Option Plan;
FDM shares to be issued
-----------------------
Optionholder on exercise of Option
------------ ---------------------
(2) The total number of shares of Common Stock to be
issued by FDM in connection with these Option
exercises is ; and
(b) Demands that you promptly deliver certificates
representing FDM Shares equal in amount to the FDM Shares that
FDM is obligated to issue as set forth in clause (a)(2) above as
a result of such exercise of 1999 Special Stock Options.
<PAGE>
FDM will promptly redeliver to you certificates representing
the balance of any FDM shares represented by the certificates you
deliver to FDM that are not required to satisfy this Demand.
Very truly yours,
Fechtor, Detwiler, Mitchell & Co.
by:_________________________
President
Certification:
The undersigned represents that he is the duly elected Chief
Financial Officer of Fechtor, Detwiler, Mitchell & Co. and that
the facts stated above are true and correct.
________________________________
Chief Financial Officer
