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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
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GADZOOKS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
362553109000
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(CUSIP Number)
HAROLD E. BERRITT
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 2, 1998
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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 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)
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(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)
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 2 OF 7 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CLAIRE'S STORES, INC.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX 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
DELAWARE
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(7) SOLE VOTING POWER 1,042,000
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER 1,042,000
PERSON WITH
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(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,042,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 3 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Gadzooks, Inc., a Texas corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 4121 International
Parkway, Carrollton, Texas 75007.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) This statement is being filed by Claire's Stores, Inc., a
Delaware corporation (the "Reporting Person"), whose principal business and
office address is 3 S.W. 129th Avenue, Pembroke Pines, Florida 33027. The
Reporting Person, through its subsidiaries, is a leading mall-based retailer of
teens' fashion accessories and apparel that operates more than 1,875 stores in
the United States, Canada, the Caribbean, the United Kingdom and Japan.
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) Neither the Reporting Person nor, to the best of the Reporting
Person's knowledge, any natural person 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 1,042,000 shares of Common Stock beneficially owned by the
Reporting Person were purchased with general working capital of the Reporting
Person for an aggregate purchase price of $10,573,250.20 (excluding brokerage
commissions).
None of the natural persons named on Annex A hereto has contributed any
funds or other consideration towards the purchase of the shares of Common Stock
by the Reporting Person.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person purchased the shares of Common Stock based upon
its belief that the shares at current market prices are undervalued and
represent an attractive investment opportunity.
The Reporting Person has attempted, without success, to arrange a
meeting with the Issuer to discuss the Issuer's business operations and explore
the possibility of a negotiated transaction whereby the Reporting Person could
acquire a greater interest in the Issuer or the Issuer itself. The Reporting
Person intends, from time to time, to purchase additional shares of Common Stock
in the open market or privately negotiated transactions. In connection
therewith, the Reporting Person intends to consider and review various factors
on a continuous basis, including the Issuer's business, financial condition,
results of operations and prospects, other developments concerning the Issuer,
the reaction of the Issuer's management and Board of Directors as well as its
stockholders to the Reporting Person's ownership of the Common Stock, market
prices and the availability of Common Stock and general economic, financial
market and industry conditions.
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 4 OF 7 PAGES
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The Reporting Person reserves the right to change its intention at any time, as
it deems appropriate.
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. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person was the beneficial
owner of an aggregate of 1,042,000 shares of Common Stock, which constituted
approximately 11.8% of the 8,843,761 shares of Common Stock outstanding as of
June 8, 1998 (as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended May 2, 1998). 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 1,042,000 shares of Common Stock.
(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 Common Stock owned by it.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Neither the Reporting Person nor, to the best of the Reporting Person's
knowledge, any natural person named on Annex A hereto, has any contracts
arrangements or understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Inapplicable.
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 5 OF 7 PAGES
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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: September 14, 1998 CLAIRE'S STORES, INC.
By: /S/ ROWLAND SCHAEFER
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Name: Rowland Schaefer
Title: Chairman of the Board
and President
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 6 OF 7 PAGES
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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.
<TABLE>
<CAPTION>
NAME AND ADDRESS PRESENT POSITION AND PRINCIPAL OCCUPATION
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<S> <C>
Rowland Schaefer President, Chief Executive Officer and Chairman of the Board of
Directors of the Reporting Person
Sylvia Schaefer Vice President and Director of the Reporting Person
Ira D. Kaplan Senior Vice President, Chief Financial Officer and Treasurer
of the Reporting Person
Mark A. Hoffman 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 Schaefer Vice Chairman of the Board of Directors of the Reporting
Person and Senior Vice President of Claire's Boutiques
Bonnie Schaefer Director of the Reporting Person and Vice President -- Real
Estate of Claire's Boutiques
Harold E. Berritt Director of the Reporting Person; Shareholder, Greenberg
c/o Greenberg Traurig, P.A. Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
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 Director of the Reporting Person; President of Kellner
40 Angler Lane Economic Advisors
Port Washington, New York 11050
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
</TABLE>
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CUSIP NO. 362553109000 SCHEDULE 13D PAGE 7 OF 7 PAGES
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ANNEX B
SCHEDULE OF TRANSACTIONS IN THE COMMON STOCK
<TABLE>
<CAPTION>
NATURE
NAME TRANSACTION DATE OF TRANSACTION QUANTITY PRICE PER SHARE (1)
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<S> <C> <C> <C> <C>
Claire's Stores, Inc. 07/23/98 Purchase 5,000 12.00
Claire's Stores, Inc. 07/23/98 Purchase 10,000 11.19
Claire's Stores, Inc. 07/23/98 Purchase 10,000 12.00
Claire's Stores, Inc. 07/23/98 Purchase 10,000 12.00
Claire's Stores, Inc. 07/23/98 Purchase 10,000 11.88
Claire's Stores, Inc. 07/23/98 Purchase 10,000 11.63
Claire's Stores, Inc. 07/23/98 Purchase 10,000 11.63
Claire's Stores, Inc. 07/23/98 Purchase 10,000 11.00
Claire's Stores, Inc. 07/23/98 Purchase 10,000 10.63
Claire's Stores, Inc. 07/23/98 Purchase 10,000 10.75
Claire's Stores, Inc. 07/23/98 Purchase 15,000 11.50
Claire's Stores, Inc. 07/23/98 Purchase 25,000 11.13
Claire's Stores, Inc. 07/23/98 Purchase 25,000 11.13
Claire's Stores, Inc. 07/23/98 Purchase 30,000 11.31
Claire's Stores, Inc. 07/23/98 Purchase 40,000 11.13
Claire's Stores, Inc. 07/23/98 Purchase 43,000 11.50
Claire's Stores, Inc. 07/23/98 Purchase 47,000 11.25
Claire's Stores, Inc. 07/23/98 Purchase 120,000 11.63
Claire's Stores, Inc. 09/02/98 Purchase 150,000 8.88
Claire's Stores, Inc. 09/02/98 Purchase 100,000 9.50
Claire's Stores, Inc. 09/02/98 Purchase 85,000 8.75
Claire's Stores, Inc. 09/02/98 Purchase 50,000 9.25
Claire's Stores, Inc. 09/02/98 Purchase 25,000 9.25
Claire's Stores, Inc. 09/02/98 Purchase 25,000 9.25
Claire's Stores, Inc. 09/02/98 Purchase 8,000 9.00
Claire's Stores, Inc. 09/04/98 Purchase 50,000 8.63
Claire's Stores, Inc. 09/08/98 Purchase 30,000 10.38
Claire's Stores, Inc. 09/08/98 Purchase 25,000 9.63
Claire's Stores, Inc. 09/08/98 Purchase 10,000 9.38
Claire's Stores, Inc. 09/09/98 Purchase 5,000 10.88
Claire's Stores, Inc. 09/09/98 Purchase 4,000 10.50
Claire's Stores, Inc. 09/09/98 Purchase 2,000 10.50
Claire's Stores, Inc. 09/09/98 Purchase 1,000 10.50
Claire's Stores, Inc. 09/09/98 Purchase 1,000 10.38
Claire's Stores, Inc. 09/09/98 Purchase 1,000 10.50
Claire's Stores, Inc. 09/09/98 Purchase 600 10.50
Claire's Stores, Inc. 09/09/98 Purchase 500 10.50
Claire's Stores, Inc. 09/09/98 Purchase 500 10.50
Claire's Stores, Inc. 09/09/98 Purchase 400 10.50
Claire's Stores, Inc. 09/10/98 Purchase 15,000 10.31
Claire's Stores, Inc. 09/10/98 Purchase 10,000 10.19
Claire's Stores, Inc. 09/10/98 Purchase 3,000 10.25
</TABLE>
(1) Excludes brokerage commissions.
