<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Paul Harris Stores, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
703555201
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 15, 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-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 a 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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/A
CUSIP No. 703555201 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VGH Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 239,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
239,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
239,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.2%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 239,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
239,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
239,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 338,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
338,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
338,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey N. Vinik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 578,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
578,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
578,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Gordon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 578,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
578,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
578,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark D. Hostetter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 578,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
578,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
578,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D/A
CUSIP No. 703555201 Page 8 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinik Asset Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 338,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
338,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
338,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.0%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
<PAGE>
13D/A Page 9 of 14 Pages
This Amendment No. 2 amends the statement on Schedule 13D (the
"Schedule 13D") which was filed on January 21, 1997 by the undersigned and
amended by Amendment No. 1 on January 28, 1997 with respect to the common
stock with no par value per share (the "Common Stock"), issued by Paul Harris
Stores, Inc., an Indiana corporation (the "Company"). Capitalized terms used
herein and not otherwise defined in this Amendment have the meanings set forth
in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
The following paragraph of Item 5 is hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 11,118,487
shares outstanding, which is the total number of shares of Common Stock
outstanding as of May 30, 1997, as reflected in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the fiscal quarter ended May 3, 1997 (which is the most
recent Form 10-Q on file).
As of the close of business on July 16, 1997:
(i) Vinik Partners owns beneficially 239,800 shares of Common
Stock, constituting approximately 2.2% of the shares outstanding.
(ii) VAM LP owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), VAM LP may be deemed to own beneficially 318,000
shares (constituting approximately 2.9% of the shares outstanding) held by
Vinik Overseas, and 20,500 shares of Common Stock (constituting
approximately 0.2% of the shares outstanding) held by the Discretionary
Account, which, when aggregated, total 338,500 shares of Common Stock,
constituting approximately 3.0% of the shares outstanding.
<PAGE>
<PAGE>
Page 10 of 14 Pages
(iii) Messrs. Vinik, Gordon and Hostetter each directly owns no
shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the 239,800 shares beneficially owned
by Vinik Partners, the 318,000 shares beneficially owned by Vinik Overseas,
and the 20,500 shares beneficially owned by the Discretionary Account.
Such shares total 578,300 shares of Common Stock, constituting approximately
5.2% of the shares outstanding.
(iv) VGH owns directly no shares of Common Stock. By reason
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own
beneficially the 239,800 shares beneficially owned by Vinik Partners,
constituting approximately 2.2% of the shares outstanding.
(v) VAM LLC owns directly no shares of Common Stock. By reasons
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
318,000 shares beneficially owned by Vinik Overseas and the 20,500 shares
beneficially owned by the Discretionary Account. When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 338,500 shares of Common Stock, constituting approximately 3.0% of
the shares outstanding.
(vi) In the aggregate, the Reporting Persons beneficially
own a total of 578,300 shares of Common Stock, constituting approximately
5.2% of the shares outstanding.
* * *
The following paragraph of Item 5 is hereby supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) The trading dates, number of shares of Common Stock purchased or
sold and price per share for all transactions in the Common Stock from the
60th day prior to July 15 until July 16, 1997 by Vinik Partners and by VAM
LP, on behalf of Vinik Overseas and the Discretionary Account, are set forth
in Schedules A, B and C.
<PAGE>
<PAGE>
Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: July 16, 1997 /s/ Jeffrey N. Vinik,
JEFFREY N. VINIK, individually
and as senior managing member of
VGH Partners, L.L.C., on behalf
of VINIK PARTNERS, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of Vinik Asset Management, L.L.C.,
on behalf of VINIK ASSET MANAGEMENT, L.P.
/s/ Jeffrey N. Vinik
Jeffrey N. Vinik, as senior managing
member of VGH PARTNERS, L.L.C. and
VINIK ASSET MANAGEMENT, L.L.C.
/s/ Michael S. Gordon, individually
MICHAEL S. GORDON
/s/ Mark D. Hostetter, individually
MARK D. HOSTETTER
<PAGE>
<PAGE>
Page 12 of 14 Pages
Schedule A
Vinik Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
06/23/97 (8,300) $16.1870
06/30/97 (4,100) $15.7917
07/07/97 (4,100) $16.3745
07/11/97 (6,300) $14.6245
07/14/97 (51,800) $14.5808
07/15/97 (3,600) $14.5845
07/15/97 (19,600) $14.6245
07/15/97 (31,900) $14.6021
07/16/97 (18,600) $15.0625
07/16/97 (27,000) $14.7933
<PAGE>
<PAGE>
Page 13 of 14 Pages
Schedule B
Vinik Asset Management, L.P.
on behalf of
Vinik Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
06/23/97 (11,000) $16.1870
06/30/97 (5,500) $15.7917
07/07/97 (5,500) $16.3745
07/11/97 (8,200) $14.6245
07/14/97 (68,800) $14.5808
07/15/97 (4,800) $14.5845
07/15/97 (26,000) $14.6245
07/15/97 (42,300) $14.6021
07/16/97 (24,800) $15.0625
07/16/97 (35,700) $14.7933
<PAGE>
<PAGE>
Page 14 of 14 Pages
Schedule C
Vinik Asset Management, L.P.
on behalf of the
Discretionary Account
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
__________________________________________________________________________
06/23/97 (700) $16.1870
06/30/97 (400) $15.7917
07/07/97 (400) $16.3745
07/11/97 (500) $14.6245
07/14/97 (4,500) $14.5808
07/15/97 (300) $14.5845
07/15/97 (1,700) $14.6245
07/15/97 (2,800) $14.6021
07/16/97 (1,600) $15.0625
07/16/97 (2,300) $14.7933
