-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EoJIO8++vt/iOWL0y5ZzLasqJNAiwCi78fiDH6FyfCned3hSQQ8jcbl2GCvzCbdY 68TiprCvcIa7b1p69lUang== 0001137439-06-000038.txt : 20060210 0001137439-06-000038.hdr.sgml : 20060210 20060210153811 ACCESSION NUMBER: 0001137439-06-000038 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55149 FILM NUMBER: 06598325 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLSTEIN & ASSOCIATES L P /NY CENTRAL INDEX KEY: 0000947996 IRS NUMBER: 133813766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4 MANAHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142696100 MAIL ADDRESS: STREET 1: 4 MANAHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: OLSTEIN & ASSOICATES L P /NY DATE OF NAME CHANGE: 20000211 SC 13G/A 1 pay13ga123105.htm SCHEDULE 13G/A FOR PAYLESS SHOESOURCE, INC. Schedule 13G/A for Payless Shoesource, Inc. as of December 31, 2005 

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

                                 SCHEDULE 13G/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT No. 1)*


                            Payless Shoesource, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    704379106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2005
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)



Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

    /X/      Rule 13d-1(b)
    / /      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).

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CUSIP No. 704379106

      1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Olstein & Associates, L.P.  (Tax ID: 133813766)

     2.   Check the Appropriate Box if a Member of a Group (See Instructions)

          Not Applicable

     3.   SEC Use Only

     4.   Citizenship or Place of Organization

          New York


                   5.    Sole Voting Power          0  **see Note 1**
Number of Shares
Beneficially       6.    Shared Voting Power        None
Owned by
Each Reporting     7.    Sole Dispositive Power     0  **see Note 1**
Person With
                   8.    Shared Dispositive Power   None

     9.   Aggregate Amount Beneficially Owned by Each Reporting Person

          0  **see Note 1**


     10.  Check if the Aggregate  Amount in Row (9) Excludes Certain Shares (See
          Instructions)

          N/A

     11.  Percent of Class Represented by Amount in Row (9)

          0%

     12.  Type of Reporting Person (See Instructions)

          IA

Item 1.

     (a)  Name of Issuer

          Payless Shoesource, Inc.

     (b)  Address of Issuer's Principal Executive Offices

          3231 Southeast Sixth Avenue
          Topeka, Kansas 66607

Item 2.

     (a)  Name of Person Filing

          (1)   Olstein & Associates, L.P.

     (b)  Address of Principal Business Office, or if none, Residence

          (1)   4 Manhattanville Road
                Purchase, New York  10577

     (c)  Citizenship

          (1)   New York

     (d)  Title of Class of Securities

          Common Stock

     (e)  CUSIP Number

          704379106

Item 3.  If  this  statement  is  filed  pursuant   to § §   240.13d-1(b)  or
         240.13d-2(b) or (c), check whether the person filing is a:

     (1) Olstein & Associates, L.P.
         (e)  [X]  An  investment  adviser  in  accordance  with § 240.13d-1(b)(1)
                   (ii)(E);

Item 4.  Ownership

     (1) Olstein & Associates, L.P:

         (a) Amount beneficially owned:
                   0  **see Note 1**

         (b) Percent of class: 0%

         (c) Number of shares as to which such person has:

             (i)   Sole power to vote or to direct the vote

                   0  **see Note 1**

             (ii)  Shared power to vote or to direct the vote

                   None

             (iii) Sole power to dispose or to direct the disposition of

                   0  **see Note 1**

             (iv)  Shared power to dispose or to direct the disposition of

                   None

**Note  1**  Olstein &  Associates,  L.P.  ("Olstein"),  an  investment  advisor
registered under Section 203 of the Investment  Advisers Act of 1940,  furnishes
investment  advice to the Olstein  Financial Alert Fund, a series of The Olstein
Funds,  an investment  company  registered  under the Investment  Company Act of
1940, as amended (the "1940 Act"),  and to the Smith Barney Classic Values Fund,
a series of the Smith Barney Investment Trust, an investment  company registered
under  the 1940  Act  (collectively,  the  "Funds").  In its role as  investment
advisor or manager,  Olstein  possesses voting and/or  investment power over the
securities of the Issuer described in this schedule that are owned by the Funds,
and may be deemed to be the beneficial owner of the shares of the Issuer held by
the funds.  However,  all securities  reported in this schedule are owned by the
Funds. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Olstein disclaims beneficial ownership of such securities.
In addition,  the filing of this schedule shall not be construed as an admission
that the reporting  person or any of its affiliates is the  beneficial  owner of
any securities  covered by this Schedule 13G for any other purposes than Section
13(d) of the Exchange Act.

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

     By signing  below I certify  that,  to the best of my knowledge and belief,
     the securities referred to above were acquired and are held in the ordinary
     course of business  and 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.



                                                  Olstein & Associates, L.P.
                                                  By: Olstein Advisers, LLC,
                                                         General Partner
                                                  February 10, 2006
                                                  ---------------------------
                                                  Date

                                                  Olstein & Associates, L.P.
                                                  ----------------------------
                                                  Signature

                                                  /s/Michael Luper
                                                  ---------------------------
                                                  Michael Luper
                                                  Executive Vice President
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