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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* MIM Corporation --------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------- (Title of Class of Securities) 553044108 ---------------------------------------------------------- (CUSIP Number) December 28, 1998 ---------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). 2 EXPLANATORY NOTE This Schedule 13G reflects the shared voting and dispositive power of shares of Common Stock of MIM Corporation (the "Subject Company") between Michael R. Erlenbach and John M. Slivka, trustee (the "Trustee") of the Michael R. Erlenbach Flint Trust dated December 11, 1998 (the "Trust"). Mr. Slivka, as Trustee of the Trust, has the power to direct the voting and disposition of the shares of the Subject Company held of record by the Trust. Pursuant to the terms of the Trust, which is irrevocable, upon the day occurring four months after the date of the receipt of the first asset received by the Trustee or the day occurring four months after the receipt of the first asset that is recontributed to the Trust, the Trustee is required to distribute all assets of the Trust to the trustees of the Michael R. Erlenbach Trust dated April 29, 1993, as amended, of which Mr. Erlenbach is the sole trustee, if such trust is in existence, or if not, to Mr. Erlenbach. The power to vote and dispose of the shares of the Subject Company held by the Trust, therefore, alternates periodically between Mr. Slivka and Mr. Erlenbach. Pursuant to a revocable letter of instructions dated December 16, 1998, Mr. Erlenbach has instructed Mr. Slivka to treat the shares of the Subject Company as recontributed to the Trust immediately upon their distribution. 3 CUSIP NO.:553044108 ------------------------------ (1) NAME OF REPORTING PERSON: John M. Slivka, Trustee, Michael R. Erlenbach Flint Trust Dated December 11, 1998 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: ------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States ----------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: 0 ---------------------------------------------------- (6) SHARED VOTING POWER: 1,658,230 ---------------------------------------------------- (7) SOLE DISPOSITIVE POWER: 0 ---------------------------------------------------- (8) SHARED DISPOSITIVE POWER: 1,658,230 ---------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,658,230 ------------------------------------------------------------------------ (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.8% ------------------------------------------------------------------------ 4 (12) TYPE OF REPORTING PERSON: IN --------------------------------------------------------------------- 5 CUSIP NO.:553044108 ------------------------------ (1) NAME OF REPORTING PERSON: Michael R. Erlenbach S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: ---------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY ---------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States ----------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: 324,969* ---------------------------------------------------- (6) SHARED VOTING POWER: 1,658,230 ---------------------------------------------------- (7) SOLE DISPOSITIVE POWER: 0 ---------------------------------------------------- (8) SHARED DISPOSITIVE POWER: 1,983,199 ---------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,983,199 ---------------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 10.5% ---------------------------------------------------------------------- 6 (12) TYPE OF REPORTING PERSON: IN ----------------------------------------------------------------------- * These shares are pledged to the issuer to secure contingent obligations of Michael R. Erlenbach pursuant to an indemnification agreement entered into by and among the issuer, Mr. Erlenbach and other persons in connection with the merger of the issuer and Continental Managed Pharmacy Services, Inc. (end of cover pages) 7 ITEM 1(a) NAME OF ISSUER: MIM Corporation ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One Blue Hill Plaza, 15th Floor Pearl River, New York 10965 ITEM 2(a) NAME OF PERSONS FILING: John M. Slivka Michael R. Erlenbach ITEM 2(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: John M. Slivka: 925 Euclid Avenue, Suite 2000 Cleveland, Ohio 44115 Michael R. Erlenbach: 5899 Chanteclair Drive, #226 Naples, Florida 34108 ITEM 2(c) CITIZENSHIP: United States ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e) CUSIP NUMBER: 553044108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(B) OR 240.13d-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT. (b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT. (c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE ACT. (d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940. (e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(E). (f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(F). 8 (g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON, IN ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(G). (h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(b) OF THE FEDERAL DEPOSIT INSURANCE ACT. (i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(c)(14) OF THE INVESTMENT COMPANY ACT OF 1940. (j) [ ] GROUP, IN ACCORDANCE WITH SECTION 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. (a) AMOUNT BENEFICIALLY OWNED: See Item 9 of cover pages. (b) PERCENT OF CLASS: See Item 11 of cover pages. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: See Item 5 of cover pages. (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: See Item 6 of cover pages. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Item 7 of cover pages. (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Item 8 of cover pages. ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON. Pursuant to the Trust, the Trustee is required to pay or apply to or for the benefit of Michael R. Erlenbach, during his lifetime, the dividends derived from the Shares. In addition, Mr. Erlenbach is entitled under the terms of the Trust to receive the proceeds from the sale of the Shares under certain defined circumstances. 9 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. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. Date: April 22, 1999 /s/ John M. Slivka ------------------------------- Signature John M. Slivka ------------------------------- Name Date: April 22, 1999 /s/ Michael R. Erlenbach* ------------------------------ Signature Michael R. Erlenbach ----------------------------- 10 Name *By: /s/ GLENN E. MORRICAL -------------------------- Attorney-in -Fact Pursuant to power of attorney previously filed 11 EXHIBIT INDEX ------------- Number Description Of Document - ------ ----------------------- 99.1 Power of Attorney (incorporated by reference from the Schedule 13G filed by Michael R. Erlenbach on September 3, 1998) 99.2 Agreement between John M. Slivka, trustee of the Michael R. Erlenbach Flint Trust dated December 11, 1998 and Michael R. Erlenbach.
1 EXHIBIT 99.2 ------------ AGREEMENT April 21, 1999 John M. Slivka, trustee ("Trustee") of the Michael R. Erlenbach Flint Trust dated December 11, 1998 and Michael R. Erlenbach ("Erlenbach") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of shares of Common Stock of MIM Corporation. Trustee and Erlenbach state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. Trustee and Erlenbach are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the other. /s/ John M. Slivka ------------------------------- John M. Slivka, Trustee of the Michael R. Erlenbach Flint Trust dated December 11, 1998 /s/ Michael R. Erlenbach ------------------------------- Michael R. Erlenbach