WTG & CO LP
SC 13D/A, 1995-06-06
Previous: HIGHLANDER INCOME FUND INC, N-30D, 1995-06-06
Next: FOODBRANDS AMERICA INC, 8-K, 1995-06-06








                                                                 
                                                                 

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                    SCHEDULE 13D

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


                                 CRW FINANCIAL, INC.
                                  (Name of Issuer)


                       Common Stock, par value $0.01 per share
                           (Title of Class of Securities)


                                      126276104
                                   (CUSIP Number)


                                   Daniel R. Tisch
                                   WTG & CO., L.P.
                                   500 Park Avenue
                              New York, New York 10022
                                   (212) 935-7640
                    (Name, address and telephone number of person
                  authorized to receive notices and communications)


                                    June 2, 1995
             (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 the
         statement /  /.  (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.)<PAGE>






         CUSIP No. 126276104         13D            Page 2 of 7 Pages
         _____________________________________________________________
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   WTG & Co., L.P.                       
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only

                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                Delaware
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                   47,000 Shares         
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                    47,000 Shares         
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person

              47,000 Shares 
                                                                     
         12.  Check if the Aggregate Amount in Row (11)  
              Excludes Certain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              5.3%
                                                                     
         14.  Type of Reporting Person

              PN
                                                                     <PAGE>






         CUSIP No. 126276104         13D            Page 3 of 7 Pages
         _____________________________________________________________
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   D. Tisch & Co., Inc.
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only
                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                Delaware
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                     47,000 Shares       
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                      47,000 Shares       
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person

              47,000 Shares  
                                                                     
         12.  Check if the Aggregate Amount in Row (11) Excludes Cer-
              tain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              5.3%
                                                                     
         14.  Type of Reporting Person

              CO
                                                                     <PAGE>






         CUSIP No. 126276104         13D            Page 4 of 7 Pages
         _____________________________________________________________
         1.   Name of Reporting Person
              S.S. or I.R.S. Identification No. of Above Person

                   Daniel R. Tisch
                                                                      
         2.   Check the Appropriate Box if a Member of a Group
                                                         (a)     
                                                         (b)  X  
                                                                      
         3.   SEC Use Only

                                                                      
         4.   Source of Funds

              AF 
                                                                      
         5.   Check Box if Disclosure of Legal Proceedings is Required
              Pursuant to Items 2(d) or 2(e)
                                                             
                                                                      
         6.   Citizenship or Place of Organization

                United States
                                                                      
         Number of           7.   Sole Voting Power
         Shares                                           
         Beneficially        8.   Shared Voting Power
         Owned by                    47,000 Shares        
         Each Reporting      9.   Sole Dispositive Power
         Person With                                      
                             10.  Shared Dispositive Power
                                     47,000 Shares        
                                                                     
         11.  Aggregate Amount Beneficially Owned by Each Reporting
              Person

              47,000 Shares
                                                                     
         12.  Check if the Aggregate Amount in Row (11) 
              Excludes Certain Shares
                                                             

                                                                     
         13.  Percent of Class Represented by Amount in Row (11)

              5.3%
                                                                     
         14.  Type of Reporting Person

              IN
                                                                     <PAGE>





                   This Amendment No. 1 amends the Schedule 13D dated

         May 11, 1995 (the "Schedule 13D") filed by WTG & Co., L.P.

         ("WTG"), D. Tisch & Co., Inc. ("D. Tisch & Co."), and

         Daniel R. Tisch relating to their beneficial ownership of

         Common Stock, par value $0.01 per share (the "Shares"), of

         CRW Financial, Inc., a Delaware corporation (the "Company").

         All capitalized terms not otherwise defined herein shall have

         the meanings ascribed thereto in the Schedule 13D. 


                   1.   The information set forth in Item 5(a) of the

         Schedule 13D is hereby amended and supplemented by adding the

         following thereto:


                   As of the close of business on June 5, 1995, Mentor

         beneficially owned an aggregate of 47,000 Shares (which was

         approximately 5.3% of the Shares outstanding on May 19, 1995

         based on information contained in the Company's Quarterly

         Report on Form 10-Q for the quarter ended April 1, 1995 that

         was filed with the Securities and Exchange Commission).


                   2.   The information set forth in Item 5(c) of the

         Schedule 13D is hereby amended and supplemented by adding the

         following thereto:


                   Except as set forth below, no transactions in the

                   Shares have been effected by any of the Reporting

                   Persons since the most recent filing on Schedule

                   13D by the Reporting Persons.




                              (Page 5 of 7 Pages)<PAGE>





         <TABLE>


                  Dispositions of Shares by Mentor Since the 
                       Most Recent Filing on Schedule 13D
         <CAPTION>


                 Date of        Amount of                        Price Per
               Transaction        Shares     Aggregate Price       Share  
              <S>                <C>           <C>                <C>
              June 2, 1995       14,380        $57,839.24         $4.0222

         </TABLE>



         All Shares were sold in transactions on The Nasdaq SmallCap
         Market.  All prices are net of commissions.



































                              (Page 6 of 7 Pages)<PAGE>





                                   SIGNATURES


                   After reasonable inquiry and to the best of our

         knowledge and belief, the undersigned certify that the

         information set forth in this statement is true, complete and

         correct.


         Dated:  June 6, 1995
                                      WTG & CO., L.P.


                                      By:/s/ Daniel R. Tisch        
                                         Daniel R. Tisch
                                         Managing Director



                                      D. TISCH & CO., INC.


                                      By:/s/ Daniel R. Tisch        
                                         Daniel R. Tisch
                                         President



                                      /s/ Daniel R. Tisch           
                                      Daniel R. Tisch




















                              (Page 7 of 7 Pages)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission