UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Mail Boxes, Etc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
560310104
(CUSIP Number)
Check the following if a fee is being paid with this statement
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1:
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*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 in 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).
SEC 1745 (10-88) PAGE 1 Of 10 Pages
<PAGE>
CUSIP NO. 560310104 SCHEDULE 13G PAGE 2 of 10 Pages
COVER PAGE 2
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Person
J. Roger Engemann
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
372,637 Shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
372,637 Shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,637 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 560310104 SCHEDULE 13G PAGE 3 of 10 Pages
COVER PAGE 2
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Person
Pasadena Capital Corporation
95-4187880
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
372,637 Shares
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
372,637 Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,637 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
12. TYPE OF REPORTING PERSON*
HC
<PAGE>
CUSIP NO. 560310104 SCHEDULE 13G PAGE 4 of 10 Pages
COVER PAGE 2
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Person
Roger Engemann & Associates, Inc.
95-2955531
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
372,637 Shares
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
372,637 Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,637 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
12. TYPE OF REPORTING PERSON*
IA
<PAGE>
CUSIP NO. 560310104 SCHEDULE 13G PAGE 5 of 10 Pages
COVER PAGE 2
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification No. of Above Person
Roger Engemann Management co., Inc.
95-3997288
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
251,605 Shares
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
251,605 Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,605 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2%
12. TYPE OF REPORTING PERSON*
IA
<PAGE>
CUSIP NO. 560310104 PAGE 6 of 10 PAGES
SCHEDULE 13G
Item 1:
(a) Mail Boxes, Etc.
(b) 6060 Cornerstone Court West
San Diego, California 92121
Item 2:
(a) J. Roger Engemann and controlled entities - see Item 7
(b) 600 North Rosemead Boulevard, Pasadena, California 91107
(c) U.S.A.
(d) Common Stock
(e) 560310104
Item 3:
(g) Parent Holding Company
Item 4:
(a) 372,637 Shares
(b) 3.3%
(c)
( i) 372,637 Shares
( ii) 0
(iii) 372,637 Shares
( iv) 0
Item 5:
Inapplicable
Item 6:
The shares covered by this report are held for the benefit of
discretionary accounts of Roger Engemann & Associates, Inc.
and Roger Engemann Management Co., Inc. See Item 7 Exhibit.
Item 7:
See Exhibit
Item 8:
Inapplicable
Item 9:
Inapplicable
<PAGE>
CUSIP NO. 560310104 PAGE 7 of 10 PAGES
SCHEDULE 13G
Item 10:
By signing below we each certify that, to the best of our
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, each of the undersigned certify that the information
set forth in this statement is true, complete and correct.
January 10, 1996
J. Roger Engemann by
Attorney-in-fact
Pasadena Capital Corporation by
J. Roger Engemann, President by
Attorney-in-fact
Roger Engemann & Associates, Inc. by
Attorney-in-fact
Roger Engemann Management Co., Inc.
by
Attorney-in-fact
<PAGE>
CUSIP NO. 560310104 PAGE 8 of 10 Pages
SCHEDULE 13G
ITEM 7 EXHIBIT
The joint filers are 1) J. Roger Engemann, an individual, 2)
Pasadena Capital Corporation, a holding company, 3) Roger Engemann
& Associates, Inc., an investment adviser, and 4) Roger Engemann
Management Company, Inc., an investment adviser.
The relationships of the joint filers are as follows:
1. J. Roger Engemann, in his individual capacity, is the majority
owner of Pasadena Capital Corporation.
2. Pasadena Capital Corporation, a holding company, owns 100% of
Roger Engemann & Associates, Inc.
3. Roger Engemann & Associates, Inc., an investment adviser, owns
93.5% of Roger Engemann Management Co., Inc.
Number of Shares by Joint Filer
Control
Shares Person
J. Roger Engemann 0 372,637
Pasadena Capital Corporation 0 372,637
Roger Engemann & Associates, Inc. 121,032(1) 372,637
Roger Engemann Management Co., Inc. 251,605(1) 251,605
(1)These shares are beneficially owned by and held in the accounts
of various clients of the above-named investment advisers, which
advisers have investment discretion and voting authority with
respect to such shares.
<PAGE>
CUSIP NO. 560310104 PAGE 10 of 10 Pages
SCHEDULE 13G
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This Agreement is made pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 (the "Act") by and between (among)
the parties listed below, each referred to herein as a "Joint
Filer." The Joint Filers agree that a statement of beneficial
ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may
thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint
filing under Rule 13d-1.
J. Roger Engemann by
Attorney-in-fact
Pasadena Capital Corporation by
J. Roger Engemann, President by
Attorney-in-fact
Roger Engemann & Associates, Inc. by
Attorney-in-fact
Roger Engemann Management Co., Inc.
by
Attorney-in-fact
