<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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)(1)
GADZOOKS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
362553109000
- --------------------------------------------------------------------------------
(CUSIP Number)
Harold E. Berritt
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1999
- --------------------------------------------------------------------------------
(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)
- ---------------
(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)
<PAGE> 2
CUSIP NO.362553109000 13D PAGE 2 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLAIRE'S STORES, INC.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Inapplicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(7) SOLE VOTING POWER 579,500
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER 579,500
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,500
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------- ------------------------------
CUSIP NO. 362553109000 SCHEDULE 13D PAGE 3 OF 7 PAGES
- -------------------------------------- ------------------------------
</TABLE>
PRELIMINARY STATEMENT
This Amendment No. 1 amends the Schedule 13D filed by Claire's Stores,
Inc. (the "Reporting Person") with the Securities and Exchange Commission on
September 14, 1998 (the "Schedule 13D") relating to the common stock, par value
$.01 per share (the "Common Stock"), of Gadzooks, Inc., a Texas corporation (the
"Issuer"). Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Schedule 13D.
Item 2 is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) 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) To the best of the Reporting Person's knowledge, none of
the natural persons 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 4 is hereby amended as follows:
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person may from time to time dispose of shares of Common
Stock owned by it in public and/or private transactions.
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 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 21, 1999, the Reporting Person was the beneficial owner
of an aggregate of 579,500 shares of Common Stock, which constituted
approximately 6.5% of the 8,896,736 shares of Common Stock outstanding as of
June 11, 1999 (as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended May 1, 1999). 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 579,500 shares of Common Stock.
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------- ------------------------------
CUSIP NO. 362553109000 SCHEDULE 13D PAGE 4 OF 7 PAGES
- -------------------------------------- ------------------------------
</TABLE>
(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 shares of Common Stock owned by it.
(e) Inapplicable.
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------- ------------------------------
CUSIP NO. 362553109000 SCHEDULE 13D PAGE 5 OF 7 PAGES
- -------------------------------------- ------------------------------
</TABLE>
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: June 22, 1999 CLAIRE'S STORES, INC.
By: /s/ Ira D. Kaplan
----------------------------------
Name: Ira D. Kaplan
Title: Senior Vice President and
Chief Financial Officer
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------- ------------------------------
CUSIP NO. 362553109000 SCHEDULE 13D PAGE 6 OF 7 PAGES
- -------------------------------------- ------------------------------
</TABLE>
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
---------------- -----------------------------------------
<S> <C>
Rowland Schaefer President, Chief Executive Officer and Chairman of the Board
of Directors of the Reporting Person
Ira D. Kaplan Director, Senior Vice President, Chief Financial Officer and
Treasurer of the Reporting Person
Thomas A. Souza 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 L. Schaefer Vice Chairman of the Board of Directors of the Reporting
Person and Executive Vice President of Claire's Boutiques
E. Bonnie Schaefer Vice Chareman of the Board of Directors of the Reporting
Person and Executive Vice President -- Real Estate of
Claire's Boutiques
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, Ph.D. Director of the Reporting Person; President of Kellner
c/o Hofstra University Economic Advisors
Hempstead, New York 11549
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>
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------- ------------------------------
CUSIP NO. 362553109000 SCHEDULE 13D PAGE 7 OF 7 PAGES
- -------------------------------------- ------------------------------
</TABLE>
ANNEX B
SCHEDULE OF TRANSACTIONS IN THE COMMON STOCK
<TABLE>
<CAPTION>
NATURE OF
NAME TRANSACTION DATE TRANSACTION QUANTITY PRICE PER SHARE (1)
---- ---------------- ----------- -------- -------------------
<S> <C> <C> <C> <C>
Claire's Stores, Inc. 06/11/99 Sale 25,000 11.50
Claire's Stores, Inc. 06/14/99 Sale 25,000 11.25
Claire's Stores, Inc. 06/15/99 Sale 30,000 11.38
Claire's Stores, Inc. 06/16/99 Sale 40,000 11.73
Claire's Stores, Inc. 06/17/99 Sale 42,500 11.61
Claire's Stores, Inc. 06/18/99 Sale 45,000 11.56
Claire's Stores, Inc. 06/18/99 Sale 20,000 11.68
Claire's Stores, Inc. 06/18/99 Sale 15,000 11.68
Claire's Stores, Inc. 06/18/99 Sale 20,000 11.63
Claire's Stores, Inc. 06/21/99 Sale 25,000 12.38
Claire's Stores, Inc. 06/21/99 Sale 25,000 12.63
Claire's Stores, Inc. 06/21/99 Sale 50,000 12.38
Claire's Stores, Inc. 06/21/99 Sale 25,000 12.50
Claire's Stores, Inc. 06/21/99 Sale 50,000 12.38
Claire's Stores, Inc. 06/21/99 Sale 25,000 12.38
</TABLE>
(1) Excludes brokerage commissions
