SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
J.A.M., INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
466089-10-9
(CUSIP Number)
Charles D. Wimmer, 3163 Canoga Road, Seneca Falls, NY 13148; (315) 252-5014
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 15, 1994
(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: [ ]
Check the following box if a fee is being paid with this statement: [ X ]
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 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. 466089-10-9
1) Name of Reporting Person Charles D. Wimmer
S.S. or I.R.S. Identification
NO. OF ABOVE PERSON: SSN: ###-##-####
2) Check the Appropriate Box (a) [ ]
if a Member of a Group* (b) [ X ]
3) SEC Use Only
____________________________________________________________________
4) Source of Funds* PF
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
Number of (7) SOLE VOTING POWER: -0-
Shares Beneficially (8) SHARED VOTING POWER: 971,000 (1)
Owned by Each (9) SOLE DISPOSITIVE POWER: 971,000
Reporting (10) SHARED DISPOSITIVE POWER: -0-
PERSON WITH
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: 971,000 shares
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares*: [ ]
13) Percent of Class Represented
by Amount in Row (11) 6.2%
14) Type of Reporting Person*: IN
* SEE Instructions
(1) The voting rights with respect to these shares are governed by a Voting
Agreement between the undersigned and John A. Marszalek, the President of
the Issuer, dated October 4, 1996, under which the undersigned granted Mr.
Marszalek an Irrevocable Proxy through September 30, 2006 to vote all these
shares for the nominees of management of the Issuer as Directors thereof
and with respect to such other matters as may come before the shareholders
of the Issuer during this period as determined in each case by Mr.
Marszalek in the exercise of his sole discretion.
<PAGE>
ITEM 1 SECURITY AND ISSUER
J.A.M., Inc.
530 Willowbrook Office Park
Fairport, New York 14450
ITEM 2 IDENTITY AND BACKGROUND
(a) Name: Charles D. Wimmer
(b) Residence Address: 3163 Canoga Road, Seneca Falls, NY 13148
(c) Present Principal Occupation: Owner and Operator, C.D. Wimmer
Paving, Inc., paving contracting company.
(d) Criminal Proceedings in last five years: None.
(e) Civil Proceedings in last five years: None.
(f) Citizenship: United States.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds.
ITEM 4 PURPOSE OF TRANSACTION
Investment in securities of Issuer for investment purposes.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) 971,000 shares; 6.2%
(b) Sole voting power: -0-
Shared voting power: 971,000 shares (1)
Sole dispositive power: 971,000 shares
Shared dispositive power: -0-
(c) None.
(d) None; not applicable.
(e) Not applicable.
_______________
(1) See answer to Item 6 below.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The voting rights with respect to the shares that are the subject of this
filing are governed by a Voting Agreement between the undersigned and John
A. Marszalek, the President of the Issuer, dated October 4, 1996, under
which the undersigned granted Mr. Marszalek an Irrevocable Proxy through
September 30, 2006 to vote all these shares for the nominees of management
of the Issuer as Directors thereof and with respect to such other matters
as may come before the shareholders of the Issuer during this period as
determined in each case by Mr. Marszalek in the exercise of his sole
discretion.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Copies of the Voting Agreement and Irrevocable Proxy described in response
to Item 6 above are filed as Exhibit 1 hereto.
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 9, 1996
By: /s/ Charles D. Wimmer
Charles D. Wimmer
<PAGE>
EXHIBIT 1 VOTING AGREEMENT
This Agreement is made by and between John A. Marszalek ("Marszalek")
and Charles D. Wimmer ("Wimmer").
WHEREAS, Marszalek and Wimmer are common shareholders of J.A.M., Inc.,
a New York corporation (the "Company"); and
WHEREAS, Marszalek and Wimmer desire to promote their mutual interest
in the continuity and stability of management of the Company by imposing
certain mutual voting restrictions upon themselves.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1) VOTING AGREEMENT. Marszalek and Wimmer agree to vote all shares
of the common stock of the Company beneficially owned by each of them from
the date hereof through September 30, 2006 for the nominees of the
management of the Company as Directors thereof, and with respect to such
other matters as may come before the shareholders of the Company, the
parties mutually agree to vote their shares as may be determined in each
case by Marszalek in his sole discretion.
2) IRREVOCABLE PROXY. To carry out the terms hereof, Wimmer agrees
to execute and deliver to Marszalek an Irrevocable Proxy naming Marszalek
or Marszalek's nominee as agent with respect to the election of Directors
of the Company and any other matters that may come before the shareholders
of the Company during the term hereof.
3) TERM. This Agreement shall terminate on September 30, 2006.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 4th day of October, 1996.
/s/ Charles D. Wimmer /s/John A. Marszalek
Charles D. Wimmer John A. Marszalek
G:\UKIJK\JAM\GENSEC\SCH13D-G\CWIMMER.13D
<PAGE>
IRREVOCABLE PROXY
KNOW ALL BY THESE PRESENTS, that the undersigned, CHARLES D. WIMMER,
does hereby constitute and appoint John A. Marszalek, or such nominee as he
may appoint, as his true and lawful attorney and proxy to attend any and
all meetings of the shareholders of J.A.M., Inc. held at any time and from
time to time from the date hereof through September 30, 2006 inclusive, and
including any continuations or adjournments of any such meetings, with the
full power to vote and act for him in his name, place and stead in the same
manner, to the same extent and with the same effect according to the number
of shares of common stock that the undersigned would be entitled to vote
were he actually present, giving to John A. Marszalek or his nominee full
power of substitution and revocation.
The undersigned and John A. Marszalek are parties to an agreement
under paragraph (a) of Section 620 of the New York Business Corporation Law
and John A. Marszalek is designated therein as proxy agent.
THIS PROXY IS IRREVOCABLE.
Any proxy or proxies heretofore given by the undersigned to any person
or persons whomsoever are hereby revoked.
Dated: October 4, 1996 /s/ Charles D. Wimmer
Charles D. Wimmer
