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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ).
PJ AMERICA, INC.
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(Name of Issuer)
COMMON CAPITAL STOCK
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(Title of Class of Securities)
72585Q10
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(CUSIP Number)
* 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. 7 2 5 8 5 Q 1 0
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1) Names of Reporting Persons S. S. or I.R.S. Identification Nos. of Above
Persons: RICHARD F. SHERMAN
2) Check the Appropriate Box if a Member of a Group
a)
b)
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: 446,733 SHARES
6) Shared Voting Power: N/A
7) Sole Dispositive Power: 446,733 SHARES
8) Shared Dispositive Power: N/A
9) Aggregate Amount Beneficially Owned by Each Reporting Person: 454,733 SHARES
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ____
11) Percent of Class Represented by Amount in Row 9: 7.9%
12) Type of Reporting Person (See Instructions): IN
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Item 1 (a) - Name of Issuer: PJ AMERICA, INC.
Item 1 (b) - Address of Issuer's Principal Executive Offices: 9109 PARKWAY
EAST, BIRMINGHAM, ALABAMA 35206
Item 2 (a) - Name of Person Filing: RICHARD F. SHERMAN
Item 2 (b) - Address of Principal Business Office or, if none, Residence: 9109
PARKWAY EAST, BIRMINGHAM, ALABAMA 35206
Item 2 (c) - Citizenship: UNITED STATES
Item 2 (d) - Title of Class of Securities: COMMON CAPITAL STOCK
Item 2 (e) - CUSIP Number: 7 2 5 8 5 Q 1 0
Item 3 - If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a: N/A
Item 4 - Ownership. If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable exceeds
five percent, provide the following information as of that date
and identify those shares which there is a right to acquire:
(a) Amount Beneficially Owned: 454,733 SHARES
(b) Percent of Class: 7.9%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote: 446,733
SHARES
(ii) shared power to vote or to direct the vote: N/A
(iii) sole power to dispose or to direct the disposition of:
446,733 SHARES
(iv) shared power to dispose or to direct the disposition
of: N/A
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5 - Ownership of Five Percent or Less of a Class: N/A
Item 6 - Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8 - Identification and Classification of Members of the Group: N/A
Item 9 - Notice of Dissolution of Group: N/A
Item 10 - Certification: N/A
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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.
Date: February 9, 1998
Signed: /s/ Richard F. Sherman
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Name: Richard F. Sherman
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