-----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, BvMKUjgKd/FDxBoNHUTypXeNmHjcjpam6JU34CiNk5Ka3ZNz9es6MoaF/lR6RIJK gv32WD9pT95ZZuRd66Mpug== 0000950144-99-007906.txt : 19990623 0000950144-99-007906.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950144-99-007906 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GADZOOKS INC CENTRAL INDEX KEY: 0000924140 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 742261048 STATE OF INCORPORATION: TX FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45617 FILM NUMBER: 99649898 BUSINESS ADDRESS: STREET 1: 4121 INTERNATIONAL PKWY CITY: CARROLLTON STATE: TX ZIP: 75007 BUSINESS PHONE: 9723075555 MAIL ADDRESS: STREET 1: 4121 INTERNTIONAL PKWY CITY: CARROLLTON STATE: TX ZIP: 75007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRES STORES INC CENTRAL INDEX KEY: 0000034115 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 590940416 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 S W 129TH AVE CITY: PEMBROKE PINES STATE: FL ZIP: 33027 BUSINESS PHONE: 3054333900 MAIL ADDRESS: STREET 1: 3 SW 129TH AVE CITY: PEMBROKE PINES STATE: FL ZIP: 33027 FORMER COMPANY: FORMER CONFORMED NAME: FT INDUSTRIES INC DATE OF NAME CHANGE: 19831006 FORMER COMPANY: FORMER CONFORMED NAME: FASHION TRESS INC DATE OF NAME CHANGE: 19750923 SC 13D/A 1 CLAIRES STORES/GADZOOKS, INC. SCH 13D AM. #1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)(1) GADZOOKS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 362553109000 - -------------------------------------------------------------------------------- (CUSIP Number) Harold E. Berritt Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (305) 579-0500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 16, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - --------------- (1) 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 disclosures provided in a prior cover page. The information required on 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 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 of 7 Pages) 2 CUSIP NO.362553109000 13D PAGE 2 OF 7 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CLAIRE'S STORES, INC. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* Inapplicable --------------------------------------------------------------------- (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 --------------------------------------------------------------------- (7) SOLE VOTING POWER 579,500 NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER 579,500 PERSON WITH -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 579,500 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3
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PRELIMINARY STATEMENT This Amendment No. 1 amends the Schedule 13D filed by Claire's Stores, Inc. (the "Reporting Person") with the Securities and Exchange Commission on September 14, 1998 (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Common Stock"), of Gadzooks, Inc., a Texas corporation (the "Issuer"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 2 is hereby amended as follows: ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c) Information regarding the executive officers and directors of the Reporting Person is attached hereto as Annex A, which annex is hereby incorporated herein by reference. (d), (e) To the best of the Reporting Person's knowledge, none of the natural persons named on Annex A hereto, during the last five years, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (2) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) To the best of the Reporting Person's knowledge, each of the natural persons named on Annex A hereto is a citizen of the United States of America. Item 4 is hereby amended as follows: ITEM 4. PURPOSE OF THE TRANSACTION The Reporting Person may from time to time dispose of shares of Common Stock owned by it in public and/or private transactions. Except as set forth herein, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any natural person named on Annex A hereto, has any present plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5 is hereby amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of June 21, 1999, the Reporting Person was the beneficial owner of an aggregate of 579,500 shares of Common Stock, which constituted approximately 6.5% of the 8,896,736 shares of Common Stock outstanding as of June 11, 1999 (as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended May 1, 1999). To the best of the Reporting Person's knowledge, none of the natural persons named on Annex A hereto beneficially own any shares of Common Stock. (b) The Reporting Person possesses sole voting and sole dispositive power over the 579,500 shares of Common Stock. 4
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(c) All transactions in the Common Stock effectuated during the past 60 days by the Reporting Person, and, to the best of the Reporting Person's knowledge, by any natural person named in Annex A hereto, are described on Annex B hereto and are hereby incorporated herein by reference. All such transactions were effectuated for cash in the over-the-counter market. Except as described in this paragraph (c), neither the Reporting Person, nor, to the best of the Reporting Person's knowledge, any natural person named on Annex A hereto, has effectuated any transactions in the Common Stock during the past 60 days. (d) The Reporting Person has the sole right to receive or the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by it. (e) Inapplicable. 5
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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. Dated: June 22, 1999 CLAIRE'S STORES, INC. By: /s/ Ira D. Kaplan ---------------------------------- Name: Ira D. Kaplan Title: Senior Vice President and Chief Financial Officer 6
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ANNEX A EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSON The names, business addresses, present positions and present principal occupations of the executive officers and directors of the Reporting Person are set forth below. Unless otherwise indicated, such executive officer's and director's business address is that of the Reporting Person. Each of the named individuals is a citizen of the United States of America.
NAME AND ADDRESS PRESENT POSITION AND PRINCIPAL OCCUPATION ---------------- ----------------------------------------- Rowland Schaefer President, Chief Executive Officer and Chairman of the Board of Directors of the Reporting Person Ira D. Kaplan Director, Senior Vice President, Chief Financial Officer and Treasurer of the Reporting Person Thomas A. Souza President and Chief Operating Officer of Claire's Boutiques, c/o Claire's Boutiques, Inc. Inc., a wholly-owned subsidiary of the Reporting Person 2500 West Central Road ("Claire's Boutiques") Hoffman Estates, Illinois 60195 Marla L. Schaefer Vice Chairman of the Board of Directors of the Reporting Person and Executive Vice President of Claire's Boutiques E. Bonnie Schaefer Vice Chareman of the Board of Directors of the Reporting Person and Executive Vice President -- Real Estate of Claire's Boutiques Bruce G. Miller Director of the Reporting Person; Senior Vice President -- c/o Ryan Beck & Co. Corporate Finance of Ryan Beck & Co. 80 Main Street West Orange, New Jersey 07052 Irwin L. Kellner, Ph.D. Director of the Reporting Person; President of Kellner c/o Hofstra University Economic Advisors Hempstead, New York 11549 Steven Tishman Director of the Reporting Person; Senior Managing c/o Bear Stearns & Co., Inc. Director-Investment Banking Division of Bear Stearns & Co., 245 Park Avenue Inc. New York, New York 10167
7
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ANNEX B SCHEDULE OF TRANSACTIONS IN THE COMMON STOCK
NATURE OF NAME TRANSACTION DATE TRANSACTION QUANTITY PRICE PER SHARE (1) ---- ---------------- ----------- -------- ------------------- Claire's Stores, Inc. 06/11/99 Sale 25,000 11.50 Claire's Stores, Inc. 06/14/99 Sale 25,000 11.25 Claire's Stores, Inc. 06/15/99 Sale 30,000 11.38 Claire's Stores, Inc. 06/16/99 Sale 40,000 11.73 Claire's Stores, Inc. 06/17/99 Sale 42,500 11.61 Claire's Stores, Inc. 06/18/99 Sale 45,000 11.56 Claire's Stores, Inc. 06/18/99 Sale 20,000 11.68 Claire's Stores, Inc. 06/18/99 Sale 15,000 11.68 Claire's Stores, Inc. 06/18/99 Sale 20,000 11.63 Claire's Stores, Inc. 06/21/99 Sale 25,000 12.38 Claire's Stores, Inc. 06/21/99 Sale 25,000 12.63 Claire's Stores, Inc. 06/21/99 Sale 50,000 12.38 Claire's Stores, Inc. 06/21/99 Sale 25,000 12.50 Claire's Stores, Inc. 06/21/99 Sale 50,000 12.38 Claire's Stores, Inc. 06/21/99 Sale 25,000 12.38
(1) Excludes brokerage commissions -----END PRIVACY-ENHANCED MESSAGE-----