SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
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, Ste. 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)
May 10, 1996
(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 [ ]. (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> 2 SCHEDULE 13D
CUSIP No. 70355510 Page 2 of 9 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
<TABLE>
<S> <C> <C>
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
</TABLE>
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)
6.3%
14 Type of Reporting Person*
IA
<PAGE> 3 SCHEDULE 13D
CUSIP No. 70355510 Page 3 of 9 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
<TABLE>
<S> <C> <C>
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
</TABLE>
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)
6.3%
14 Type of Reporting Person*
IN
<PAGE> 4
SCHEDULE 13D
CUSIP No. 70355510 Page 4 of 9 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
<TABLE>
<S> <C> <C>
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
</TABLE>
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)
6.3%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE> 5
Item 4. Purpose of Transaction.
This Amendment No. 3 to Schedule 13D is being filed
by the Reporting Persons solely to report a material
decrease in the percentage of the Issuer's Common Stock
that is beneficially owned by the Reporting Persons
arising from the sale of an aggregate of 100,000 shares
of the Issuer's Common Stock in market transactions from
May 7 through May 10, 1996. The sales of shares
described by this Amendment No. 3 have been made for
accounts managed by KM&Co.
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 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 purchases 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;
<PAGE> 6
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;
i. A class of equity securities of the Issuer
becoming eligible for termination of
<PAGE> 7
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.
a. 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
(10,023,949) as reported by the Issuer in its
most recently available filing, minus the
number of shares (2,850,912) designated by the
Issuer as "non-voting."
<TABLE>
<CAPTION>
Percentage of
Outstanding Common
Stock (Other Than
Name of Reporting Number of Shares Non-Voting Common
Person Beneficially Owned Stock)
<S> <C> <C>
Kirr, Marbach &
Company, LLC 440,000 6.3%
David M. Kirr 440,000* 6.3%
Gregg T.
Summerville 440,000* 6.3%
</TABLE>
*The beneficial ownership of Mr. Kirr and Mr.
Summerville of the 440,000 shares beneficially owned by
KM&Co. derives from their control of KM&Co. The 440,000
shares beneficially owned by each of them are the same
440,000 shares that are beneficially owned by KM&Co.
<PAGE> 8
(b) 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.
(c) There have been no transactions in the
Issuer's Common Stock by the Group during the
past 60 days except for the previously
reported sale of an aggregate of 100,000
shares by KM&Co. on April 29, 1996, at $4.00
per share in open market transactions, and the
following additional open market transactions:
<TABLE>
<CAPTION>
Date No. Shares Sold Net Price
<S> <C> <C>
5/7/96 10,000 $4.8300
5/7/96 10,000 4.8750
5/9/96 45,000 4.9444
5/9/96 15,000 4.8958
5/10/96 20,000 4.9063
-------
100,000
=======
</TABLE>
(d) Mr. Kirr and Mr. Summerville have indirect
personal pecuniary interests in dividends and
<PAGE>
<PAGE> 9
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 has an
interest relating to more than 5% of the
Common Stock (other than the Non-voting Common
Stock).
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 May
14, 1996.
KIRR, MARBACH & COMPANY, LLC
By /s/ David M. Kirr
David M. Kirr, President
/s/ David M. Kirr
David M. Kirr
/s/ Gregg T. Summerville*
Gregg T. Summerville
*By David M. Kirr, Attorney-in-fact pursuant to
Power of Attorney filed as Exhibit B to
Original Statement, Incorporated Herein By
Reference
