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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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THE WESTWOOD GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
961754 10 8
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(CUSIP Number)
Francis J. Feeney, Jr.
Hutchins, Wheeler & Dittmar
101 Federal Street, Boston, MA 02110 (617-951-6906)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1995
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(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]. (A fee
is not required only if the reporting 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).
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 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).
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CUSIP NO. 961754 10 8 13D PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jon M. Baker
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 37,749
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 37,749
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
37,749
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
10.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6
ITEM 1. Security and Issuer:
-------------------
This statement relates to shares of common stock, $.01 par value
("Common Stock"), of The Westwood Group, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 190 Veterans of
Foreign Wars Parkway, Revere, Massachusetts 02151.
ITEM 2. Identity and Background:
-----------------------
This statement is filed on behalf of Jon M. Baker. Mr. Baker is
Chairman and Chief Executive Officer of The Baker Companies, a
Massachusetts corporation which implements and administers executive
benefit programs, and his business mailing address is c/o The Baker
Companies, 62 Walnut Street, Wellesley, Massachusetts 02181. Mr. Baker
is a Director of the Issuer.
Mr. Baker has not been convicted in a criminal proceeding during the
past five years (excluding traffic violations and similar
misdemeanors), nor has Mr. Baker been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during the
past five years as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Mr. Baker is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration:
-------------------------------------------------
On October 9, 1992, the Board of Directors of the Issuer authorized the
grant of an option to Mr. Baker to purchase 25,000 shares of Common
Stock of the Issuer at an exercise price of $3.00 per share, and Mr.
Baker entered into a Non-Qualified Stock Option Agreement with the
Issuer effective as of October 24, 1995 in respect of such option. On
October 24, 1995, the Board of Directors of the Issuer granted an
option to Mr. Baker to purchase 1,334 shares of Common Stock of the
Issuer at an exercise price of $3.00 per share. As of the date
hereof, such options are fully exercisable. It is presently
anticipated that the source of funds that would be used to purchase
shares of Common Stock in the event Mr. Baker exercises all or part of
such options would be his personal funds.
ITEM 4. Purpose of Transaction:
----------------------
The Board of Directors of the Issuer grants options to individual
Directors for the purpose of providing its Directors with a
proprietary interest in the Issuer, thereby giving them additional
incentives and helping to assure continued service.
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Page 4 of 6
Mr. Baker does not presently have any plans or proposals which would
result in: (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) any change in the
Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer:
------------------------------------
(a) Mr. Baker has the right to acquire 26,334 shares of Common Stock
upon the exercise of options as described in Item 3. In addition, Mr.
Baker beneficially owns 11,415 shares of Common Stock, which includes
3,750 shares of Common Stock held directly by Mr. Baker and 7,665
shares of Common Stock held of record by International Planning Group
401(k) Profit Sharing Plan, over which Mr. Baker has voting and
investment power. As a result, Mr. Baker is the beneficial owner, for
purposes of this Schedule 13D, of 37,749 shares of Common Stock,
constituting approximately 10.2% of shares of Common Stock outstanding
(based on the number of shares outstanding as contained in the most
recently available filing with the Commission by the Issuer and
including the 26,334 shares of Common Stock issuable upon exercise of
such options pursuant to Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended).
(b) Mr. Baker has sole power to vote or direct the voting and dispose
or direct the disposition of all of the shares described in Item 5(a).
(c) Mr. Baker entered into a Non-Qualified Stock Option Agreement with
the Issuer effective as of October 24, 1995, and on such date the Board
of Directors of the Issuer granted an option to Mr. Baker to purchase
1,334 shares of Common Stock of the Issuer at an exercise price of
$3.00 per share, as described in Item 3 above.
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Page 5 of 6
(d) No person other than those disclosed in this Item is known to have
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares of Common Stock.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Baker and any person with respect to
any securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profit, division
of profits or loss, or the giving or withholding of proxies, nor are
any of the securities pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or
investment power over such securities.
ITEM 7. Material to Be Filed as Exhibits:
--------------------------------
Not Applicable.
[Remainder of Page Intentionally Left Blank]
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Page 6 of 6
Signature
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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.
December 22, 1995 /s/ Jon M. Baker
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Date Signature
Jon M. Baker
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Name
