SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Paul Harris Stores, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
703555 20 1
(CUSIP Number)
Charlotte G. Fischer
6003 Guion Road
Indianapolis, Indiana 46254
(317) 293-3900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 22, 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 [ ].
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 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).
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CUSIP No. 703555 20 1
(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Charlotte G. Fischer
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
(3) SEC USE
ONLY_____________________________________________
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS) PF (SEE ITEM 3)
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF
AMERICA
Number of (7) SOLE VOTING POWER 658,733{1}
Shares Beneficially (8) SHARED VOTING POWER -0-
Owned by Each (9) SOLE DISPOSITIVE POWER 658,733{1}
Reporting Person (10) SHARED DISPOSITIVE POWER -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 658,733{1}
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]1
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
(SEE ITEM 5)
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
__________
{1 }Excludes 2,400 shares owned by members of Ms. Fischer's
family as to which Ms. Fischer disclaims beneficial
ownership.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, without
par value, ("Common Stock") of Paul Harris Stores, Inc.
("Issuer"), an Indiana corporation. Issuer's principal
executive offices are located at 6003 Guion Road,
Indianapolis, Indiana 46254.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Charlotte G. Fischer
(b) 6003 Guion Road
Indianapolis, Indiana 46204
(c) Ms. Fischer is the Chairman of the Board,
President and Chief Executive Officer of Issuer,
whose address is provided in Item 2(b).
(d) During the last five years, Ms. Fischer has not
been convicted in any criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Fischer has not
been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction
resulting in any judgment, decree or final order
against Ms. Fischer, enjoining Ms. Fischer from
engaging in 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) Ms. Fischer is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Ms. Fischer holds 39,400 shares of Common Stock, which
she acquired through 12/12/95 using personal funds.
Members of Ms. Fischer's family hold an additional
2,400 shares, as to which Ms. Fischer disclaims
beneficial ownership.
Ms. Fischer has the right to acquire beneficial
ownership (immediately or within sixty days) of an
additional 619,333 shares of Common Stock pursuant to
options issued to her in connection with her employment
with Issuer. Exercise prices for the options follow:
75,000 shares at $1.31; 100,000 shares at 2.125; 11,000
shares at $4.75; 333,333 shares at $5.68; and 100,000
shares at $17.50. The aggregate exercise price for all
options is $4,006,331. The options expire at various
dates from 7/23/04 to 11/22/06. If Ms. Fischer elects
to exercise the options, she intends to use personal
funds or engage in a cashless exercise.
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ITEM 4. PURPOSE OF TRANSACTION.
Ms. Fischer acquired her beneficial ownership in
connection with her position with Issuer, first as a
director and subsequently as Chairman of the Board,
President, and Chief Executive Officer. Ms. Fischer's
current positions provide her the opportunity to
exercise significant influence over the management and
affairs of Issuer.
Ms. Fischer intends to change the form of her
beneficial ownership from time to time by exercising
options to purchase additional shares of Common Stock.
Ms. Fischer also may sell shares of Common Stock from
time to time, as market conditions allow, to diversify
her personal investment portfolio and to provide
liquidity.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of 5/30/97, Ms. Fischer owned of record 39,400
shares of Common Stock. Ms. Fischer disclaims
beneficial ownership of an additional 2,400 shares
of Common Stock owned of record by members of Ms.
Fischer's family.
Ms. Fischer has the right to acquire beneficial
ownership (immediately or within sixty days) of an
additional 619,333 shares of Common Stock through
the exercise of stock options.
Thus, Ms. Fischer beneficially owns 658,733 shares
of Common Stock.
Ms. Fischer's beneficial ownership represents 5.6%
of the Common Stock, based upon a total of
11,118,487 shares of Common Stock outstanding,
which total includes outstanding shares of
Nonvoting Common Stock that are presently
convertible at the request of the holder thereof
into an equivalent number of shares of Common
Stock.
(b) Ms. Fischer is deemed to have sole power to direct
the vote and disposition of all 658,733 shares
beneficially owned.
(c) The following transaction was effected within the
past sixty days: Pursuant to a Stock Option
Agreement dated as of 4/29/94 between Ms. Fischer
and Issuer, Ms. Fischer's rights vested in options
on 166,667 shares of Common Stock on 4/29/97. The
options have an exercise price of $5.68 and became
exercisable as of April 29, 1997.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Pursuant to a Stock Option Agreement dated as of
4/29/94 between Ms. Fischer and Issuer, Ms. Fischer has
been granted the right to acquire an additional 16,667
shares of Common Stock at a price per share of $5.68,
subject, among other things to Ms. Fischer's remaining
continuously employed by Issuer through 4/29/98, when
the options will become exercisable.
The terms of Ms. Fischer's employment with Issuer also
provide that Issuer will grant awards of options to
purchase at least 100,000 shares of Common Stock during
each fiscal year after fiscal 1997 contingent upon
Issuer's achieving a specified target for net pretax
income. The nontransferable options are exercisable
only while Ms. Fischer is employed by Issuer and will
have an exercise price equal to the fair market value
of such shares on the date of the grant.
In connection with a public offering conducted by the
Company and a holder of shares of Nonvoting Common
Stock, Ms. Fischer has agreed with the offering's
underwriters not to offer or sell any shares of Common
Stock for a period of 120 days from the 5/13/97
effective date of the offering's prospectus without the
prior written consent of the underwriters.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT TITLE
10 (a) Stock Option Agreement dated as of April 29,
1994, between Issuer and Charlotte G. Fischer
(incorporated by reference from Issuer's
Form 10-K for the fiscal year ended January
28, 1995).
(b) Amended and Restated Employment Agreement
between Issuer and Charlotte G. Fischer dated
June 17, 1996 (incorporated by reference from
Issuer's Form 10-Q for the fiscal quarter
ended August 3, 1996).
(c) Amendment to Employment Agreement between
Issuer and Charlotte G. Fischer dated
November 22, 1996 (incorporated by reference
from Issuer's Form 10-K for the fiscal year
ended February 1, 1997).
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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.
/S/ CHARLOTTE G. FISCHER
Charlotte G. Fischer
Dated: June 2, 1997
EXHIBIT INDEX
10 (a) Stock Option Agreement dated as of April 29,
1994, between Issuer and Charlotte G. Fischer
(incorporated by reference from Issuer's
Form 10-K for the fiscal year ended January
28, 1995).
(b) Amended and Restated Employment Agreement
between Issuer and Charlotte G. Fischer dated
June 17, 1996 (incorporated by reference from
Issuer's Form 10-Q for the fiscal quarter
ended August 3, 1996).
(c) Amendment to Employment Agreement between
Issuer and Charlotte G. Fischer dated
November 22, 1996 (incorporated by reference
from Issuer's Form 10-K for the fiscal year
ended February 1, 1997).
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