UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PAUL HARRIS STORES, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
70355510
(CUSIP Number)
Gregg T. Summerville Mark B. Barnes
P.O. Box 1729 Leagre & Barnes
621 Washington Street 9100 Keystone Crossing, Suite 800
Columbus, IN 47201-1729 Indianapolis, IN 46240
(812) 376-9444 (317) 843-1655
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 21, 1995
(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-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 ("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).<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 70355510 Page 2 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kirr, Marbach & Company, LLC
2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 440,000
9 Sole Dispositive Power
0
10 Shared Dispositive Power
440,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
440,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
6.2%
14 Type of Reporting Person*
IV
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 70355510 Page 3 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David M. Kirr
2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 440,000
9 Sole Dispositive Power
0
10 Shared Dispositive Power
440,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
440,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
6.2%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 70355510 Page 4 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gregg T. Summerville
2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 440,000
9 Sole Dispositive Power
0
10 Shared Dispositive Power
440,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
440,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
6.2%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, no par value per share (the
"Common Stock"), of Paul Harris Stores, Inc., an Indiana corporation (the
"Issuer"). According to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended April 29, 1995, there were 9,997,616 shares of Common
Stock outstanding, including 2,850,912 shares of non-voting Common Stock
(the "Non-voting Common Stock"). This Statement is being filed as a
precaution in the event that it is ever determined that the Non-voting
Common Stock does not constitute part of the Common Stock of the Issuer
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended ("Section 13(d)"). The address of the Issuer's principal office
is presently 6003 Guion Road, Indianapolis, Indiana 46254.
Item 2. Identity and Background.
This statement is filed on behalf of a group (the "Group") consisting
of Kirr, Marbach & Company, LLC, an Indiana limited liability company
("KM&Co.") and the two principal members and executive officers of KM&Co.,
David M. Kirr and Gregg T. Summerville. At times herein, the members of
the Group will be referred to collectively as the "Reporting Persons."
The business address of each of the Reporting Persons is 621 Washington
Street, Columbus, Indiana 47201.
KM&Co. is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. KM&Co. manages on a discretionary basis
investment portfolios of many of its clients. Mr. Kirr is President of
KM&Co. and a member of KM&Co., owning approximately 62% of the membership
interest of KM&Co. Mr. Summerville is Vice President, Secretary and
Treasurer of KM&Co. and a member of KM&Co., owning approximately 33% of
the membership interest in KM&Co.
<PAGE>
None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of the Reporting Persons, during the last five years, was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was 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.
KM&Co. is a limited liability company organized under the laws of the
state of Indiana. Mr. Kirr and Mr. Summerville are each citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement is being filed in connection with the acquisition of
beneficial ownership by the Group on June 21, 1995, of an aggregate of
135,000 shares of Common Stock, as the result of the purchase of such
135,000 shares at the direction of the Reporting Persons for the accounts
of entities advised by KM&Co. The aggregate purchase price for such
135,000 shares was $202,500, all of which was funded by the investment
portfolios managed by KM&Co.
Item 4. Purpose of Transaction.
The Group has caused certain accounts managed by KM&Co. to acquire
Common Stock of the Issuer for investment purposes.
The Reporting Persons may from time to time cause investment accounts
advised by KM&Co. to purchase and/or sell the Issuer's Common Stock in
<PAGE>
market or other transactions, depending upon market conditions; changes or
perceived changes in the Issuer's financial condition, results of
operations or future prospects; the availability of funds in portfolios
managed by the Reporting Persons; the liquidity needs of investment
portfolios managed by KM&Co.; and other factors. Other than the
possibility of such future purchaes and/or sales, none of the Reporting
Persons has any present plans or proposals with respect to the Issuer that
relate to or could result in the occurrence of any of the following
events:
a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
d. Any change in the present board of directors or management or the
Issuer, including any plans or proposals to change the number or
term of directors to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
<PAGE>
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Group's beneficial ownership of the Issuer's Common Stock as of the
date of this Statement is set forth in the table below. The percentages
are based on the number of shares of Common Stock outstanding as reported
by the Issuer in its most recently available filing, minus the number of
shares designated by the Issuer as "non-voting."
<TABLE>
<CAPTION>
Percentage of
Outstanding Common
Name of Reporting Number of Shares Stock (Other Than Non-
Person Beneficially Owned Voting Common Stock)
<S> <C> <C>
Kirr, Marbach &
Company, LLC 440,000 6.2%
David M. Kirr 440,000 6.2%
Gregg T.
Summerville 440,000 6.2%
</TABLE>
The Group has sole power to vote, or to direct the vote, and sole power
to dispose, or to direct the disposition of, all of the Common Stock of
the Issuer beneficially owned by the Group. Because KM&Co. is controlled
by Mr. Kirr and Mr. Summerville, all three of such Reporting Persons may
be deemed, among themselves, to share all voting and dispositive power
over the shares beneficially owned by the Group.
The following transactions in the Common Stock of the Issuer were
effected during the 60-day period preceding the date of the filing of this
Statement. All of these transactions were effected at the direction of
KM&Co., and at the ultimate direction of Mr. Kirr and/or Mr. Summerville.
<PAGE>
<TABLE>
<CAPTION>
Description of
Date Number of Shares Price Per Share Transaction
<S> <C> <C> <C>
6/20/95 60,000 $1.50 Purchase for
Investment
6/21/95 135,000 $1.50 Purchase for
Investment
6/27/95 20,000 $1.44 Purchase for
Investment
</TABLE>
Mr. Kirr and Mr. Summerville have indirect personal pecuniary interests
in dividends and sale proceeds of the Common Stock of the Issuer held in
certain of the accounts managed by KM&Co., but such pecuniary interests do
not relate to more than 5% of the outstanding Common Stock of the Issuer
(other than Non-voting Common Stock). The remaining pecuniary interest in
dividends and sale proceeds is owned by the various client accounts
managed by KM&Co., none of which individually have an interest relating to
more than 5% of the Common Stock (other than the Non-voting Common Stock).
Item 6. Contracts, Arrangements, Understandings and Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings and relationships
(legal or otherwise) among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to any Common Stock of the
Issuer, including but to 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, divisions of profits or loss, or the
giving or withholding of proxies, except those contracts, arrangements,
understandings and relationships that KM&Co. has entered into in the
course of its investment advisory business with the accounts managed by it
for the payment to KM&Co. of investment management fees and other
compensation in respect of the assets managed by KM&Co.
Item 7. Material to be Filed as Exhibits.
<PAGE>
The following exhibits are filed as part of this Statement:
<TABLE>
<CAPTION>
Designation of
Exhibits Description of Exhibit Page No.
<S> <C> <C>
A Agreement pursuant to Regulation
Section 240.13(d-1)(f) 14
B Power of Attorney and Agency 15
/TABLE
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned severally hereby certifies that the
information set forth in this statement is true, complete and correct as
of June 30, 1995.
KIRR, MARBACH & CO., LLC
By /s/ David M. Kirr
David M. Kirr, President
/s/ David M. Kirr
David M. Kirr
/s/ Gregg T. Summerville
Gregg T. Summerville
<PAGE>
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibits Description of Exhibit Page No.
<S> <C> <C>
A Agreement pursuant to Regulation
Section 240.13(d-1)(f) 14
B Power of Attorney and Agency 15
</TABLE>
EXHIBIT A
Agreement pursuant to Regulation Section 240.13(d-1)(f).
Each of the undersigned hereby agrees and consents to the
filing of a single Statement on Schedule 13D and any and all
amendments thereto with the Securities and Exchange Commission,
and any other regulatory authorities on behalf of all of the
undersigned in connection with their beneficial ownership of
securities of Paul Harris Stores, Inc. Each of the undersigned
agrees that the undersigned is separately responsible for the
completeness and accuracy of the information concerning the
undersigned included in the Schedule 13D and any and all
amendments thereto.
June 30, 1995 KIRR, MARBACH & CO., LLC
By /s/ David M. Kirr
David M. Kirr, President
/s/ David M. Kirr
David M. Kirr
/s/ Gregg T. Summerville
Gregg T. Summerville
EXHIBIT B
POWER OF ATTORNEY AND AGENCY
David M. Kirr and Gregg T. Summerville each constitutes and
appoints the other his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
(a) to sign a statement on Schedule 13D to be dated June 30,
1995, with respect to his beneficial ownership of common stock of
Paul Harris Stores, Inc., and any and all amendments thereto, and
(b) to enter into an agreement regarding the joint filing of the
Schedule 13D and all amendments thereto to file the Schedule 13D,
with all exhibits thereto, and all of the documents in connection
therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting and to said attorney-in-fact
an agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ David M. Kirr
David M. Kirr
/s/ Gregg T. Summerville
Gregg T. Summerville
