SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
J.A.M., INC.
(Name of Issuer)
COMMON STOCK (PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
466089-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement: [ ]
CUSIP NO. 466089-10-9
1) Names of Reporting Persons
S.S. or I.R.S. Identification John A. Marszalek
NOS. OF ABOVE PERSONS:
SSN: ###-##-####
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (See Instructions) (b) [ X]
3) SEC Use Only
____________________________________________________________________
4) Citizenship or Place of Organization: United States
Number of (5) SOLE VOTING POWER 3,437,572
Shares Beneficially (6) SHARED VOTING POWER 1,242,000(1)
Owned by Each (7) SOLE DISPOSITIVE POWER 3,437,572
Reporting (8) SHARED DISPOSITIVE POWER -0-
PERSON WITH
9) Aggregate Amount Beneficially 4,679,572 (1)
OWNED BY EACH REPORTING PERSON
10) Check if the Aggregate Amount
in Row (9) Excludes Certain
SHARES (SEE INSTRUCTIONS)
(NOT APPLICABLE)
11) Percent of Class Represented
BY AMOUNT IN ROW (9)
30.6%
12) Type of Reporting Person
(SEE INSTRUCTIONS)
IN
_____________________________
(1) The voting rights with respect to these shares are governed by Voting
Agreements between the undersigned and Charles D. Wimmer with respect to
971,000 such shares and the undersigned and Robert Pine with respect to
271,000 such shares, each dated October 4, 1996, under which both of these
individuals granted the undersigned Irrevocable Proxies 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 the undersigned in the exercise of his sole discretion.
ITEM 1(A). NAME OF ISSUER:
J.A.M., Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
530 Willowbrook Office Park
Fairport, New York 14450
ITEM 2(A). NAME OF PERSON FILING:
John A. Marszalek
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR,
IF NONE, RESIDENCE:
Principal Business Office:
530 Willowbrook Office Park
Fairport, New York 14450
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $.01 per Share)
ITEM 2(E). CUSIP NUMBER:
466089-10-9
ITEM 3. Not Applicable ("N/A")
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 4,679,572 shares
(b) Percent of Class: 30.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
3,437,572
(ii) shared power to vote or direct the vote:
1,242,000 (1)
(iii) sole power to dispose or direct the
disposition of: 3,437,572
(iv) shared power to dispose or to direct the
disposition of: -0-
_____________________________
(1) The voting rights with respect to these shares are governed by Voting
Agreements between the undersigned and Charles D. Wimmer with respect to
971,000 such shares and the undersigned and Robert Pine with respect to
271,000 such shares, each dated October 4, 1996, under which both of these
individuals granted the undersigned Irrevocable Proxies 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 the undersigned in the exercise of his sole discretion.
Copies of these Voting Agreements and Irrevocable Proxies are filed
herewith as Exhibit 1 hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A.
ITEM 10. CERTIFICATION
N/A.
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.
October 11, 1996
By: /s/ John A. Marszalek
John A. Marszalek
<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
<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
G:\UKIJK\JAM\GENSEC\SCH13D-G\JAM13GA4.SCH
<PAGE>
VOTING AGREEMENT
This Agreement is made by and between John A. Marszalek ("Marszalek")
and Robert Pine ("Pine").
WHEREAS, Marszalek and Pine are common shareholders of J.A.M., Inc., a
New York corporation (the "Company"); and
WHEREAS, Marszalek and Pine 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 Pine 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, Pine 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/ Robert Pine /s/ John A. Marszalek
Robert Pine John A. Marszalek
G:\UKIJK\JAM\GENSEC\SCH13D-G\JAM13GA4.SCH
<PAGE>
IRREVOCABLE PROXY
KNOW ALL BY THESE PRESENTS, that the undersigned, Robert Pine, 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/ Robert Pine
Robert Pine
G:\UKIJK\JAM\GENSEC\SCH13D-G\JAM13GA4.SCH
