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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 3
Under the Securities Act of 1934
MAZEL STORES, INC.
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
578792 103
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(CUSIP Number)
WILLIAM A. SHENK
1728 OCEAN FRONT
DEL MAR, CALIFORNIA 92014
(619) 481-2149
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
William A. Shenk
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) /x/
Not Applicable
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(3) SEC Use Only
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(4) Source of Funds
PF, BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting Power
Beneficially Owned 645,011
by Each Reporting -----------------------------------------------------
Person With (8) Shared Voting Power
31,758 (See Item 5 below)
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(9) Sole Dispositive Power
645,011
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(10) Shared Dispositive Power
31,758 (See Item 5 below)
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(11) Aggregate amount Beneficially Owned by Each Reporting Person
676,769 (See Item 5 below)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
7.4%
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(14) Type of Reporting Person
IN
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ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
DIRECT OWNERSHIP. The total amount of funds required by the Profit
Sharing Trust to acquire the Shares owned by the Profit Sharing Trust was
$1,045,390 (including commissions). The total amount of funds required by the
Revocable Trust to acquire the Shares owned by the Revocable Trust was
$14,497,117 (including commissions).
INDIRECT OWNERSHIP. The total amount of funds required by Mr. Shenk for
his investment in limited partnership interests in ZS II L.P. was $130,000 which
was derived from the personal funds of Mr. Shenk. The total amount required by
Solco for its investment in limited partnership interests in ZS I L.P. was, to
the best of Mr. Shenk's knowledge, $93,622 all of which were existing working
capital funds and none of which was borrowed.
SOURCE OF FUNDS. Mr. Shenk has used his personal funds to acquire the
Shares reported as beneficially owned through the Profit Sharing Trust or the
Revocable Trust. In addition, Mr. Shenk has various personal lines of credit,
including a demand line of credit with National City Bank of Columbus ("NCB").
Mr. Shenk has borrowed, through the NCB line of credit and other lines of
credit, the funds to purchase approximately 26.4% of the Shares which he is
deemed to own directly. Mr. Shenk also from time to time borrows funds under
these lines of credit for various other personal expenses. The Shares owned by
the Revocable Trust, as well as other property held by Mr. Shenk, are pledged to
secure the NCB line of credit; however, none of these shares are held in a
"margin account."
ITEM 4. PURPOSE OF TRANSACTION
Mr. Shenk acquired the Shares which he beneficially owns because he
believes that the Shares are an attractive investment.
(A) Mr. Shenk currently anticipates that he will continue to purchase
additional Shares if, in his estimation, market conditions continue to warrant
such purchases; however, he may discontinue making such purchases at any time.
Depending upon his evaluation of the Company's business and prospects, and upon
future developments (including, but not limited to, performance of the Shares in
the market, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), Mr. Shenk from time to time may
purchase additional Shares, dispose of all or a portion of the Shares held by
him and/or cease buying or selling Shares at any time. Any such additional
purchases or sales of Shares may be made in open-market or privately-negotiated
transactions or otherwise.
(B) Not applicable.
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(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
(F) Not applicable.
(G) Not applicable.
(H) Not applicable.
(I) Not applicable.
(J) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) DIRECT OWNERSHIP. Mr. Shenk, individually and through the Revocable
Trust and the Profit Sharing Trust, is the direct beneficial owner of 645,011
Shares (600,000 Shares in the Revocable Trust and 45,011 Shares in the Profit
Sharing Trust), or approximately 7.03% of the 9,170,100 Shares outstanding as of
May 31, 1997 (the "Outstanding Shares" according to information contained in the
Company's Quarterly Report on Form 10-Q for the quarter ended April 26, 1997
(the "Quarterly Report")).
INDIRECT OWNERSHIP. By virtue of his ownership of limited partnership
interests in ZS II L.P., Mr. Shenk may be deemed to be the indirect beneficial
owner of 25,488 Shares, or approximately 0.27% of the Outstanding Shares, of the
453,996 Shares owned by ZS II L.P. (the number of Shares owned by ZS II L.P. was
obtained from the Schedule 13G filed by ZS Fund L.P. on December 2, 1996). Solco
may be deemed to be the indirect beneficial owner of 20,900 of the 1,993,072
Shares owned by ZS I L.P. (the number of Shares owned by ZS I L.P. as obtained
from the Schedule 13G filed by ZS Fund L.P. on December 2, 1996) by reason of
Solco's ownership of limited partnership interests in ZS I L.P. of which Mr.
Shenk might be deemed to be the indirect beneficial owner of 6,270 Shares, or
approximately 0.068% of the Outstanding Shares, as a result of Mr. Shenk's
ownership of 30% of the outstanding shares of Solco. Solco is a family
investment company of which Mr. Shenk is a director and officer. Mr. Shenk's two
brothers own the remaining 70% of the outstanding capital shares of Solco. Mr.
Shenk does not control Solco.
(B) Mr. Shenk holds the sole power to vote and to dispose of the
645,011 Shares held by him directly, as described in paragraph (a) above. As a
limited partner of ZS II L.P. and ZS I L.P., respectively, neither Mr. Shenk nor
Solco has the sole power to vote (or direct the voting of) or to dispose of (or
direct the disposition of) the Shares held by ZS II L.P. and ZS I L.P. By virtue
of his relationships with ZS II L.P. and ZS I L.P., Mr. Shenk may be deemed to
share the power to vote (or direct the voting of) or share the power to dispose
of (or direct the disposition
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of) the Shares reported as indirectly owned by him above.
(C) The trading dates, number of Shares purchased or sold and price per
share for all transactions by Mr. Shenk for the Revocable Trust and the Profit
Sharing Trust since November 21, 1996 are set forth below. All such transactions
were open market transactions and were effected through NASDAQ. No other
transactions were effected by either of them during such period.
<TABLE>
<CAPTION>
PRICE PER SHARE
DATE ACQUIROR NUMBER OF SHARES (EXCLUSIVE OF
COMMISSIONS)
<S> <C> <C> <C>
11/21/96 Mr. Shenk, as trustee of 3,000 $16.00
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 25,000 $24.50
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 57,000 $24.4561
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 20,000 $24.50
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 15,000 $24.50
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 15,000 $24.50
the Revocable Trust
01/20/97 Mr. Shenk, as trustee of 5,783 $24.50
the Profit Sharing Trust
01/20/97 Mr. Shenk, as trustee of 4,217 $24.50
the Revocable Trust
01/21/97 Mr. Shenk, as trustee of 4,500 $24.00
the Revocable Trust
01/22/97 Mr. Shenk, as trustee of 3,422 $24.00
the Revocable Trust
01/22/97 Mr. Shenk, as trustee of 500 $24.00
the Revocable Trust
</TABLE>
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<TABLE>
<S> <C> <C> <C>
01/23/97 Mr. Shenk, as trustee of 15,000 $23.75
the Revocable Trust
01/27/97 Mr. Shenk, as trustee of 65,000 $24.115
the Revocable Trust
01/27/97 Mr. Shenk, as trustee of 10,000 $24.125
the Revocable Trust
01/28/97 Mr. Shenk, as trustee of 10,000 $24.00
the Revocable Trust
01/28/97 Mr. Shenk, as trustee of 30,000 $24.375
the Revocable Trust
01/29/97 Mr. Shenk, as trustee of 30,000 $25.00
the Revocable Trust
02/03/97 Mr. Shenk, as trustee of 10,000 $29.00
the Revocable Trust
02/04/97 Mr. Shenk, as trustee of 25,000 $28.75
the Revocable Trust
02/03/97 Mr. Shenk, as trustee of 48,320 $28.56
the Revocable Trust
02/04/97 Mr. Shenk, as trustee of 30,000 $28.625
the Revocable Trust
02/26/97 Mr. Shenk, as trustee of 21,500 $24.25
the Revocable Trust
02/28/97 Mr. Shenk, as trustee of 750 $24.125
the Profit Sharing Trust
02/28/97 Mr. Shenk, as trustee of 26,352 $24.125
the Revocable Trust
03/07/97 Mr. Shenk, as trustee of 10,000 $24.00
the Revocable Trust
03/07/97 Mr. Shenk, as trustee of 33,848 $24.00
the Profit Sharing Trust
</TABLE>
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<TABLE>
<S> <C> <C> <C>
03/11/97 Mr. Shenk, as trustee of 10,000 $20.875
the Revocable Trust
03/11/97 Mr. Shenk, as trustee of 10,000 $19.50
the Revocable Trust
03/12/97 Mr. Shenk, as trustee of 1,558 $20.50
the Revocable Trust
04/10/97 Mr. Shenk, as trustee of 2,000 $19.00
the Revocable Trust
04/14/97 Mr. Shenk, as trustee of 10,000 $19.00
the Revocable Trust
04/15/97 Mr. Shenk, as trustee of 6,000 $19.00
the Revocable Trust
04/15/97 Mr. Shenk, as trustee of 10,000 $18.875
the Revocable Trust
04/15/97 Mr. Shenk, as trustee of 32,000 $19.00
the Revocable Trust
06/03/97 Mr. Shenk, as trustee of 30 $16.00
the Profit Sharing Trust
06/03/97 Mr. Shenk, as trustee of 4,600 $15.50
the Profit Sharing Trust
07/14/97 Mr. Shenk, as trustee of 1,000 $19.625
the Revocable Trust
07/14/97 Mr. Shenk, as trustee of 2,500 $19.75
the Revocable Trust
07/14/97 Mr. Shenk, as trustee of 8,881 $20.00
the Revocable Trust
07/16/97 Mr. Shenk, as trustee of 10,000 $20.00
the Revocable Trust
07/21/97 Mr. Shenk, as trustee of 18,000 $20.00
the Revocable Trust
</TABLE>
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(D) No person other than each respective owner referred to herein of
Shares is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds of sale of such Shares.
(E) Not applicable.
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: July 22, 1997 /s/ William A. Shenk
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WILLIAM A. SHENK
