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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
SPECIALTY CATALOG CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
84748Q 10 3
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(CUSIP Number)
Eric Eisenstadt
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 1997
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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 subject of this Schedule 13D, and is filing this
statement 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: / /
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CUSIP No. SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Guy Naggar
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Italian
7. Sole Voting Power
377,167
Number of Shares
8. Shared Voting Power
Beneficially 0
Owned by Each
9. Sole Dispositive Power
Reporting Person 377,167
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
377,167
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
8%
14. Type of Reporting Person
IN
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Item 1
This Schedule 13D relates to the common stock (the "Common Stock") of
Specialty Catalog Corp. (the "Company"). The principal executive offices of the
Company are 21 Bristol Drive, South Easton, MA 02375.
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Item 2
(a) Guy Naggar
(b) Dawnay, Day & Co. Ltd.
15 Grosvenor Gardens
London, England SW1NOBD
(c) Mr. Naggar is employed as an investment banker by
Dawnay, Day & Co. Ltd.
15 Grosvenor Gardens
London, England SW1NOBD
(d) and (e)
In the past five years Mr. Naggar has not:
(i) been convicted in a criminal proceeding; and
(ii) been a party to a civil or administrative proceeding and
as a result of this proceeding become subject to Federal or State securities
laws or finding any violation with respect to such laws.
(f) Italian
Item 3
The present transaction does not involve a purchase of the Company's
Common Stock. Mr. Naggar was a shareholder of Viking Holdings Limited
("Viking"), a British Virgin Islands corporation. Viking beneficially owned
1,483,553 shares of the Company's Common Stock. The Board of Directors and
shareholders of Viking voted to dissolve Viking and adopted a plan of
liquidation pursuant to which the Company's Common stock was distributed pro
rata among the Viking shareholders. Mr. Naggar received 374,667 shares of the
Company's Common Stock (the "Securities") as part of his distributive share.
Item 4
The purpose of the acquisition of the Securities by Mr. Naggar is for
investment. Mr. Naggar may make further purchases of Common Stock from time to
time and may dispose of any or all of the shares of Common Stock held by him at
any time, subject to compliance with applicable law. Mr. Naggar does not have
any plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Naggar
may, from time to time, review or reconsider his
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position with respect to the Company and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
Item 5
(a) Mr. Naggar beneficially owns an aggregate of 377,167 shares of
the Company's Common Stock, or 8% based on 4,701,666 shares of
Common Stock outstanding as disclosed in the Company's Form
10-K for the year ended December 31, 1996 as filed with the
Securities and Exchange Commission. Mr. Naggar is a director
of the Company, and has received as part of his compensation
as a director, an immediately exercisable option ("Option")
to purchase 2,500 shares of Common Stock at a price of $6.50 a
share. Mr. Naggar has sole voting and dispositive power with
respect to 377,167 shares of the Company's Common Stock,
including shares underlying such Option. Upon such exercise
Mr. Naggar will have sole voting and dispositive power over
the 2,500 shares.
Central Investments Limited ("Central") is a British Virgin
Islands limited liability company which beneficially owns
733,966 shares of Common Stock. Central is owned by a trust
which was formed for the benefit of Marion Naggar's children.
Marion Naggar is Guy Naggar's wife. Neither Guy Naggar or
Marion Naggar is a beneficiary or trustee of the trust and
has no investment power or control over the activities
of the trust. Mr. Naggar disclaims any beneficial ownership of
the Common Stock held by Central.
(b) Mr. Naggar has sole voting and dispositive power for 377,167
shares of the Company's Common Stock.
(c) None.
(d) None.
(e) Not applicable.
Item 6
Not applicable.
Item 7
None.
