<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D / A
AMENDMENT NO.2
Under the Securities Act of 1934
MAZEL STORES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
578792 103
-------------------
(CUSIP Number)
WILLIAM A. SHENK
1728 OCEAN FRONT
DEL MAR, CALIFORNIA 92014
(619) 481-2149
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 10, 1997
- --------------------------------------------------------------------------------
(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 [ ].
<PAGE> 2
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons. William A. Shenk
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) /x/
Not Applicable
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
PF, BK
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 518,442
by Each Reporting -----------------------------------------------------
Person With (8) Shared Voting Power
31,758 (See Item 5 below)
-----------------------------------------------------
(9) Sole Dispositive Power
518,442
-----------------------------------------------------
(10) Shared Dispositive Power
31,758 (See Item 5 below)
- --------------------------------------------------------------------------------
(11) Aggregate amount Beneficially Owned by Each Reporting Person
550,200 (See Item 5 below)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
- --------------------------------------------------------------------------------
<PAGE> 3
(13) Percent of Class Represented by Amount in Row (11)
6.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- --------------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
DIRECT OWNERSHIP. The total amount of funds required by Mr.
Shenk to acquire the Shares owned in his own name was $155,655 (including
commissions). The total amount of funds required by the Profit Sharing Trust to
acquire the Shares owned by the Profit Sharing Trust was $1,028,412 (including
commissions). The total amount of funds required by the Revocable Trust to
acquire the Shares owned by the Revocable Trust was $12,132,175.97 (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 were borrowed.
SOURCE OF FUNDS. Mr. Shenk has used his personal funds to
acquire the Shares reported as beneficially owned directly by himself,
individually or through the Profit Sharing Trust or the Revocable Trust. In
addition, Mr. Shenk has various personal lines of credit, including an unsecured
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 13.7% of the Shares. Mr. Shenk intends to repay these
loans within the next three months. NONE OF THE SHARES OWNED BY MR. SHENK ARE
PURCHASED "ON MARGIN" OR PLEDGED AS COLLATERAL TO SECURE ANY LOANS.
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.
<PAGE> 4
(B) Not applicable.
(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
518,442 Shares (478,811 Shares in the Revocable Trust; and 39,631 Shares in the
Profit Sharing Trust), or approximately 5.7% of the 9,170,100 Shares outstanding
as of December 31, 1996 (the "Outstanding Shares" according to information
contained in the Company's Quarterly Report on Form 10-Q for the quarter ended
October 26, 1996 (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.
was 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 518,442 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 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 December 6, 1996 are set forth below. All such
transactions were open market transactions and
<PAGE> 5
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>
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
Revocable Trust
01/20/97 Mr. Shenk, as trustee of 15,000 $24.50
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
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
01/29/97 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
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
PRICE PER SHARE
DATE ACQUIROR NUMBER OF SHARES (EXCLUSIVE OF COMMISSIONS)
<S> <C> <C> <C>
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 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
(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.
</TABLE>
<PAGE> 7
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: March 10, 1997 /s/ William A. Shenk
--------------------
William A. Shenk
