JAN BELL MARKETING INC
SC 13G/A, 1994-02-08
JEWELRY, PRECIOUS METAL
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 7)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                              VOTING COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___. 
(A fee is not returned 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).




                                    Page 1
                               
<PAGE>   2
                                                             Page 2 of 4 Pages
CUSIP No. 470760 10 9                                            13G        
________________________________________________________________________________
                                                                              
1.       NAME OF REPORTING PERSON                                           
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
                                                                               
                 ALAN LIPTON                                                  
                 ###-##-####                                                  
                                                                              
________________________________________________________________________________
                                                                               
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     
                                                                               
                                                                 (a)
                                                                    ----------
                                                                 (b)    X   
                                                                    ----------
                                                                   
________________________________________________________________________________
                                                                              
3.       SEC USE ONLY                                                         
                                                                              
                                                                              
________________________________________________________________________________
                                                                               
4.       CITIZENSHIP OR PLACE OF ORGANIZATION                                 
                                                                               
                 U.S. CITIZEN                                                  
                                                                               
________________________________________________________________________________
                                                                              
         NUMBER OF                5.   SOLE VOTING POWER             1,497,339  
         SHARES                   6.   SHARED VOTING POWER              -0-     
         BENEFICIALLY             7.   SOLE DISPOSITIVE POWER        1,497,339  
         OWNED BY                 8.   SHARED DISPOSITIVE POWER         -0-     
         EACH REPORTING                                            
         PERSON WITH                                                  

________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,497,339

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*                                                             
________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 5.8%                                                           
________________________________________________________________________________

12.      TYPE OF REPORTING PERSON

                 IN                                                             
________________________________________________________________________________

*Mr. Alan Lipton owns 5.8% of the class of securities and Mrs. Janice Lipton
(his wife) owns 400,000 shares representing 1.5%.  While Mr. Lipton disclaims
ownership of his wife's shares, the combined percent is 7.3%.

                                    Page 2
<PAGE>   3
<TABLE>
<CAPTION>
                             GENERAL INFORMATION
                                  ITEMS 1-10
<S>                       <C>
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-2(b), 
                          CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable

Item 4                    OWNERSHIP (as of December 31, 1993):

                          (a)     Amount Beneficially Owned: 1,497,339
                                                             ---------
                          (b)     Percent of Class: 5.8%       
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                              (i)     sole power to vote or to             
                                      direct the vote: 1,497,339           
                                                       ---------           
                              (ii)    shared power to vote or to           
                                      direct the vote:      0              
                                                       ---------           
                              (iii)   sole power to dispose or to          
                                      direct the disposition of: 1,497,339 
                                                                 --------- 
                              (iv)    shared power to dispose or to        
                                      direct the disposition of:    0      
                                                                 --------- 
                          
Item 5                   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                         If this statement is being filed to report the fact that           
                         as of the date hereof the reporting person has ceased to           
                         be the beneficial owner of more than five percent of the           
                         class of securities, check the following (  ) 

</TABLE>             
                                                                              
                                                                              
                                    Page 3 
                                     
<PAGE>   4

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF            
                 ANOTHER PERSON:

                          Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE        
                 PARENT HOLDING COMPANY:

                          Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                          Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                          Not Applicable

Item 10          CERTIFICATION:

                          Not Applicable



         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.



                                            January 28, 1994
                                            Date
                                           
                                           
                                           
                                            Alan Lipton
                                            Signature
                                           
                                           
<PAGE>   5
SUBJECT:     Attachments 1, 2, 3, 4, 5, 6, and 7

     Attached to Amendment No. 7, and being filed electronically herewith
pursuant to Section 232.101(a) (2) (ii) of Regulation S-T are the Schedule 13G
and Amendments No. 1, 2, 3, 4, 5, and 6 thereto, which have been previously 
filed in paper form.
<PAGE>   6





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement  X  .
(A fee is not returned 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).




                                    Page 1
                               
<PAGE>   7
CUSIP No. 470760 10 9                          13G            Page 2 of 5 Pages
________________________________________________________________________________
                                                                                
1.       NAME OF REPORTING PERSON                                               
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
                                                                                
                 ALAN LIPTON               ###-##-####                          
                                                                               
________________________________________________________________________________
                                                                                
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                                
         Not Applicable                                         (a)
                                                                   ----------
                                                                (b)
                                                                   ----------
________________________________________________________________________________
                                                                                
3.       SEC USE ONLY                                                           
                                                                               
                                                                                
                                                                               
________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN


________________________________________________________________________________

         NUMBER OF                5. SOLE VOTING POWER             1,122,187.5
         SHARES                   6. SHARED VOTING POWER           1,122,187.5
         BENEFICIALLY             7. SOLE DISPOSITIVE POWER        1,122,187.5
         OWNED BY                 8. SHARED DISPOSITIVE POWER         -0-
         EACH REPORTING                                        
         PERSON WITH

________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 2,244,375

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 N/A

________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 34.1%

________________________________________________________________________________

12.      TYPE OF REPORTING PERSON
                 IN

________________________________________________________________________________

<PAGE>   8



<TABLE>
<S>                       <C>                                             
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.


Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319


Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton


Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319


Item 2(c)                 CITIZENSHIP:

                          United States


Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)


Item 2(e)                 CUSIP NUMBER:

                          470760 10 9


Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-2(b), 
                          CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>
<PAGE>   9


<TABLE>
<S>              <C>                                                                 
Item 4           OWNERSHIP (as of December 31, 1987):

                          (a)     Amount Beneficially Owned: 2,244,375
                                                             ---------
                          (b)     Percent of Class: 34.1%      
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)       sole power to vote or to                                        
                                       direct the vote: 1,122,187.5                           
                                                        -----------                           
                             (ii)      shared power to vote or to                                      
                                       direct the vote: 1,122,187.5                           
                                                        -----------                           
                             (iii)     sole power to dispose or to                            
                                       direct the disposition of: 1,122,187.5                 
                                                                  -----------                 
                             (iv)      shared power to dispose or to                                   
                                       direct the disposition of:       0                     
                                                                  -----------                 
                                  
Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                          Not Applicable

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                          Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

                          Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                          Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                          Not Applicable

Item 10          CERTIFICATION:

                          Not Applicable
</TABLE>
<PAGE>   10
         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.



                                               February 16, 1988
                                               Date



                                               Alan Lipton
                                               Signature

                                               Alan Lipton, President
                                               Jan Bell Marketing, Inc.
                                               Name/Title
<PAGE>   11





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).




                                    Page 1
<PAGE>   12
CUSIP No. 470760 10 9               13G                    Page 2 of 5 Pages
________________________________________________________________________________

1.       NAME OF REPORTING PERSON                                        
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  
                                                                           
                 ALAN LIPTON               ###-##-####                      
                                                                           
________________________________________________________________________________
                                                                                
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                
         Not Applicable                                      (a)
                                                                ----------
                                                             (b)
                                                                ----------
________________________________________________________________________________

3.       SEC USE ONLY



________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN


________________________________________________________________________________

         NUMBER OF                5. SOLE VOTING POWER               1,344,030.5
         SHARES                   6. SHARED VOTING POWER             1,344,030.5
         BENEFICIALLY             7. SOLE DISPOSITIVE POWER          1,344,030.5
         OWNED BY                 8. SHARED DISPOSITIVE POWER           -0-
         EACH REPORTING                                         
         PERSON WITH                                             
                                                                 
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 2,688,061

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 N/A

________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 23.9%

________________________________________________________________________________

12.      TYPE OF REPORTING PERSON

                 IN

________________________________________________________________________________

<PAGE>   13

<TABLE>
<S>                      <C>                                                                        
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.


Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319


Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton


Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319


Item 2(c)                 CITIZENSHIP:

                          United States


Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)


Item 2(e)                 CUSIP NUMBER:

                          470760 10 9


Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-
                          2(b), CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>
<PAGE>   14


<TABLE>
<S>              <C>                                                                 
Item 4           OWNERSHIP (as of December 31, 1988):

                          (a)     Amount Beneficially Owned: 2,688,061
                                                             ---------
                          (b)     Percent of Class: 23.9%      
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)     sole power to vote or to
                                     direct the vote: 1,344,030.5
                                                      -----------
                             (ii)    shared power to vote or to
                                     direct the vote: 1,344,030.5
                                                      -----------
                             (iii)   sole power to dispose or to
                                     direct the disposition of: 1,344,030.5
                                                                -----------
                             (iv)    shared power to dispose or to
                                     direct the disposition of:       0    
                                                                -----------

Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 Not Applicable

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                 Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

                 Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                 Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable
</TABLE>
<PAGE>   15
         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.



                                              January 20, 1989
                                              Date



                                              Alan Lipton
                                              Signature

                                              Alan Lipton, President
                                              Jan Bell Marketing, Inc.
                                              Name/Title
<PAGE>   16





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).





                                    Page 1
<PAGE>   17
CUSIP No. 470760 10 9              13G                        Page 2 of 5 Pages
________________________________________________________________________________

1.       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 ALAN LIPTON               ###-##-####

________________________________________________________________________________

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         Not Applicable                                        (a)
                                                                  ----------
                                                               (b)
                                                                  ----------
________________________________________________________________________________

3.       SEC USE ONLY



________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN

________________________________________________________________________________
                                                                   
         NUMBER OF                5. SOLE VOTING POWER               1,344,030.5
         SHARES                   6. SHARED VOTING POWER                93,500*
         BENEFICIALLY             7. SOLE DISPOSITIVE POWER          1,344,030.5
         OWNED BY                 8. SHARED DISPOSITIVE POWER           93,500*
         EACH REPORTING                                            
         PERSON WITH                                               
                                                                           
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,344,030.5                                                    
________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*

________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 11.9%

________________________________________________________________________________

12.      TYPE OF REPORTING PERSON

                 IN                                                             
________________________________________________________________________________

*93,500 shares are owned by The Lipton Foundation, for which Alan Lipton is a
trustee, and as to which Mr. Lipton disclaims any beneficial interest.
<PAGE>   18


<TABLE>
<S>                      <C>                                                                         
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          7501 West Oakland Park Blvd.
                          Ft. Lauderdale, Florida 33319

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES
                          13d-1(b), or 13d-2(b), CHECK WHETHER THE PERSON 
                          FILING IS A:

                          Not Applicable
</TABLE>





                               Page 3 
<PAGE>   19

<TABLE>
<S>              <C>                                                                 
Item 4           OWNERSHIP (as of December 31, 1988):

                          (a)     Amount Beneficially Owned: 1,344,030.5*
                                                             ------------
                          (b)     Percent of Class: 11.9%      
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)      sole power to vote or to                      
                                      direct the vote: 1,344,030.5             
                                                       -----------             
                             (ii)     shared power to vote or to                    
                                      direct the vote:    93,500**             
                                                         ----------           
                             (iii)    sole power to dispose or to                   
                                      direct the disposition of: 1,344,030.5   
                                                                 -----------   
                             (iv)     shared power to dispose or to                 
                                      direct the disposition of:    93,500**   
                                                                   -----------   
                                      

Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 Not Applicable


Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                 Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

                 Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                 Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable
</TABLE>

*Does not include 93,500 shares which are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr.  Lipton disclaims any
beneficial interest.
**93,500 shares are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr. Lipton disclaims any
beneficial interest.


                               Page 4 
<PAGE>   20
         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.



                                   February 6, 1989
                                   Date
                                  
                                  
                                  
                                   Alan Lipton
                                   Signature
                                  
                                  


                                    Page 5
                               
<PAGE>   21





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).





                               Page 1 
<PAGE>   22
CUSIP No. 470760 10 9                        13G              Page 2 of 5 Pages

1.       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 ALAN LIPTON               ###-##-####

________________________________________________________________________________

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         Not Applicable                                             (a)
                                                                        --------
                                                                    (b)
                                                                        --------

________________________________________________________________________________

3.       SEC USE ONLY


________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN

________________________________________________________________________________

         NUMBER OF                5.  SOLE VOTING POWER            1,532,919.5
         SHARES                   6.  SHARED VOTING POWER            240,250*
         BENEFICIALLY             7.  SOLE DISPOSITIVE POWER       1,532,919.5
         OWNED BY                 8.  SHARED DISPOSITIVE POWER       240,250*
         EACH REPORTING
         PERSON WITH                                                           
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,532,919.5

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*

________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 6.92%                                                          
________________________________________________________________________________

12.      TYPE OF REPORTING PERSON

                 IN

________________________________________________________________________________

*240,250 shares are owned by The Lipton Foundation, for which Alan Lipton is a
trustee, and as to which Mr. Lipton disclaims any beneficial interest.
<PAGE>   23





<TABLE>
<S>                       <C>                                                                        
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), 
                          or 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>





                               Page 3 
<PAGE>   24

<TABLE>
<S>              <C>                                                                 
Item 4           OWNERSHIP (as of December 31, 1989):

                          (a)     Amount Beneficially Owned: 1,532,919.5*
                                                             ------------
                          (b)     Percent of Class: 6.92%      
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)      sole power to vote or to
                                      direct the vote: 1,532,919.5
                                                       -----------
                             (ii)     shared power to vote or to
                                      direct the vote:   240,250**
                                                        -----------
                             (iii)    sole power to dispose or to
                                      direct the disposition of: 1,532,919.5
                                                                 -----------
                             (iv)     shared power to dispose or to
                                      direct the disposition of:   240,250**
                                                                   ---------


Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 Not Applicable

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                 Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

                 Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                 Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable
</TABLE>

*Does not include 240,250 shares which are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr.  Lipton disclaims any
beneficial interest. 
**240,250 shares are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr. Lipton disclaims any
beneficial interest.


                               Page 4 
<PAGE>   25

         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.



                                               February 12, 1990
                                               Date



                                               Alan Lipton
                                               Signature



                                               Alan Lipton
                                               Chief Executive Officer
                                               Jan Bell Marketing, Inc.
                                               Name/Title





                                    Page 5
<PAGE>   26





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).





                                    Page 1
<PAGE>   27
CUSIP No. 470760 10 9                   13G                 Page 2 of 5 Pages

1.       NAME OF REPORTING PERSON                                            
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                    
                                                                              
                 ALAN LIPTON               ###-##-####                        
                                                                             
________________________________________________________________________________
                                                                               
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                                              
         Not Applicable                                     (a)
                                                               ----------
                                                            (b)
                                                               ----------
________________________________________________________________________________

3.       SEC USE ONLY


________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN

________________________________________________________________________________
                                                                 
         NUMBER OF                5. SOLE VOTING POWER             1,521,919.5
         SHARES                   6. SHARED VOTING POWER             251,250*
         BENEFICIALLY             7. SOLE DISPOSITIVE POWER        1,521,919.5
         OWNED BY                 8. SHARED DISPOSITIVE POWER        251,250*
         EACH REPORTING                                       
         PERSON WITH                                             
                                                                 
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,521,919.5

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*

________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 6.77%                                                       
________________________________________________________________________________
12.      TYPE OF REPORTING PERSON

                 IN

________________________________________________________________________________

*251,250 shares are owned by The Lipton Foundation, for which Alan Lipton is a
trustee, and as to which Mr. Lipton disclaims any beneficial interest.
<PAGE>   28



<TABLE>
<S>                       <C>                                                                       
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-
                          2(b), CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>





                                    Page 3
<PAGE>   29
<TABLE>
<S>              <C>                                                                 
Item 4           OWNERSHIP (as of December 31, 1990):

                          (a)     Amount Beneficially Owned: 1,521,919.5*
                                                             ------------
                          (b)     Percent of Class: 6.77%      
                                                    -----------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)       sole power to vote or to
                                       direct the vote: 1,521,919.5
                                                        -----------
                             (ii)      shared power to vote or to
                                       direct the vote:   251,250**
                                                          ---------
                             (iii)     sole power to dispose or to
                                       direct the disposition of: 1,521,919.5
                                                                  -----------
                             (iv)      shared power to dispose or to
                                       direct the disposition of:   251,250**
                                                                    ---------

Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 Not Applicable

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                 Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

                 Not Applicable

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                 Not Applicable

Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable
</TABLE>

*Does not include 251,250 shares which are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr.  Lipton disclaims any
beneficial interest.  
**251,250 shares are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr. Lipton disclaims any
beneficial interest.


                                    Page 4
<PAGE>   30
         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.



                                               February 7, 1991
                                               Date



                                               Alan Lipton
                                               Signature



                                               Alan Lipton
                                               Chief Executive Officer
                                               Jan Bell Marketing, Inc.
                                               Name/Title





                                    Page 5
<PAGE>   31





                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                              VOTING COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).




                                    Page 1
                               
<PAGE>   32
CUSIP No. 470760 10 9                    13G                 Page 2 of 5 Pages

1.       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 ALAN LIPTON
                 ###-##-####                                                    
________________________________________________________________________________

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         Not Applicable                                            (a)
                                                                      ---------
                                                                   (b)
                                                                      ---------

________________________________________________________________________________

3.       SEC USE ONLY


________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN

________________________________________________________________________________

         NUMBER OF                5. SOLE VOTING POWER             1,446,919.5
         SHARES                   6. SHARED VOTING POWER             242,250*
         BENEFICIALLY             7. SOLE DISPOSITIVE POWER        1,446,919.5
         OWNED BY                 8. SHARED DISPOSITIVE POWER        242,250*
         EACH REPORTING                                           
         PERSON WITH                                                           
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,446,919.5                                                    
________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*                                                             
________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 6%                                                             
________________________________________________________________________________
12.      TYPE OF REPORTING PERSON

                 IN                                                             
________________________________________________________________________________

*242,250 shares are owned by The Lipton Foundation, for which Alan Lipton is a
trustee, and as to which Mr. Lipton disclaims any beneficial interest.


                                    Page 2

<PAGE>   33



<TABLE>
<CAPTION>
                              GENERAL INFORMATION
                                  ITEMS 1-10
<S>                      <C>                                                
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Voting Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-2(b),  
                          CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>




                                    Page 3
                                  
<PAGE>   34

Item 4           OWNERSHIP (as of December 31, 1991):

                          (a)     Amount Beneficially Owned: 1,446,919.5*
                                                             ------------
                          (b)     Percent of Class: 6%      
                                                    --------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)       sole power to vote or to           
                                       direct the vote: 1,446,919.5         
                                                        -----------         
                             (ii)      shared power to vote or to          
                                       direct the vote:   242,250**       
                                                          ----------      
                             (iii)     sole power to dispose or to        
                                       direct the disposition of: 1,446,919.5 
                                                                  -----------   
                             (iv)      shared power to dispose or to     
                                       direct the disposition of:   242,250**
                                                                    --------- 
                                  

Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 Not Applicable


Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                 PERSON:

                 Not Applicable

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT 
                 HOLDING COMPANY:
                 
                 Not Applicable
                 
Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:
                 
                 Not Applicable
                 
Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable


*Does not include 242,250 shares which are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr. Lipton disclaims any
beneficial interest.  
**242,250 shares are owned by The Lipton Foundation, for
which Alan Lipton is a trustee, and as to which Mr. Lipton disclaims any
beneficial interest.


                                    Page 4
<PAGE>   35
         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.



                                   April, 1992
                                   Date
                                  
                                  
                                  
                                   Alan Lipton
                                   Signature
                                  
                                  

                                    Page 5

                                  
<PAGE>   36
 




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 6)*

                            JAN BELL MARKETING, INC.
                                (Name of Issuer)

                              VOTING COMMON STOCK
                         (Title of Class of Securities)

                                  470760 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___.  
(A fee is not returned 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).





                                    Page 1
<PAGE>   37
CUSIP No. 470760 10 9               13G                     Page 2 of 5 Pages

1.       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 ALAN LIPTON
                 ###-##-####

________________________________________________________________________________

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                            (a)
                                                               ----------
                                                            (b)    X          
                                                               ----------
                                                                    
________________________________________________________________________________

3.       SEC USE ONLY


________________________________________________________________________________

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S. CITIZEN

________________________________________________________________________________
                                                                
  NUMBER OF                5. SOLE VOTING POWER             1,044,919.5
  SHARES                   6. SHARED VOTING POWER               -0-
  BENEFICIALLY             7. SOLE DISPOSITIVE POWER        1,044,919.5
  OWNED BY                 8. SHARED DISPOSITIVE POWER          -0-
  EACH REPORTING                                      
  PERSON WITH                                            
                                                                
________________________________________________________________________________

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 1,044,919.5

________________________________________________________________________________

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                 X*                                                             
________________________________________________________________________________

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 4.1%

________________________________________________________________________________

12.      TYPE OF REPORTING PERSON

                 IN                                                             
________________________________________________________________________________

*Mr. Alan Lipton owns 4.1% of the class of securities and Mrs. Janice Lipton
(his wife) owns 779,919.50 shares representing 3.1%.  While Mr. Lipton
disclaims ownership of his wife's shares, the combined percent is 7.2%.

                                    Page 2
<PAGE>   38

<TABLE>
<CAPTION>
                             GENERAL INFORMATION
                                  ITEMS 1-10
<S>                      <C>                                                                         
Item 1(a)                 NAME OF ISSUER:

                          Jan Bell Marketing, Inc.

Item 1(b)                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(a)                 NAME OF PERSON FILING:

                          Alan Lipton

Item 2(b)                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                          13801 Northwest 14th Street
                          Sunrise, Florida 33323

Item 2(c)                 CITIZENSHIP:

                          United States

Item 2(d)                 TITLE CLASS OF SECURITIES:

                          Voting Common Stock ($.0001 Par Value)

Item 2(e)                 CUSIP NUMBER:

                          470760 10 9

Item 3                    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), or 13d-
                          2(b), CHECK WHETHER THE PERSON FILING IS A:

                          Not Applicable
</TABLE>





                                    Page 3
<PAGE>   39

Item 4           OWNERSHIP (as of December 31, 1992):

                          (a)     Amount Beneficially Owned: 1,044,919.5
                                                             -----------
                          (b)     Percent of Class: 4.1%    
                                                    --------
                          (c)     Number of shares as to which such person
                                  has:

                             (i)       sole power to vote or to
                                       direct the vote: 1,044,919.5
                                                        -----------
                             (ii)      shared power to vote or to
                                       direct the vote:     -0-    
                                                        -----------
                             (iii)     sole power to dispose or to
                                       direct the disposition of: 1,044,919.5
                                                                  -----------
                             (iv)      shared power to dispose or to
                                       direct the disposition of:     -0-    
                                                                  -----------


Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 If this statement is being filed to report the fact that as of 
                 the date hereof the reporting person has ceased to be the 
                 beneficial owner of more than five percent of the class of 
                 securities, check the following  ( X ) *
                        


Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                 PERSON:

                 Not Applicable


Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT 
                 HOLDING COMPANY:

                 Not Applicable


Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:                          
               
                 Not Applicable


Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 Not Applicable


*Mr. Alan Lipton owns 4.1% of the class of securities and Mrs. Janice Lipton
(his wife) owns 779,919.50 shares representing 3.1%.  While Mr. Lipton
disclaims ownership of his wife's shares, the combined percent is 7.2%.



                                    Page 4
<PAGE>   40
         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.



                                               January 21, 1993
                                               Date



                                               Alan Lipton
                                               Signature





                               Page 5 


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