SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 2, 1998
(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: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
<section>240.13d-7(b)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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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
(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 827,800
Shares Beneficially (8) SHARED VOTING POWER -0-
Owned by Each (9) SOLE DISPOSITIVE POWER 827,800
Reporting Person (10) SHARED DISPOSITIVE POWER -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
827,800
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [X]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed by Charlotte G.
Fischer solely to report a material increase in the percentage of the
Issuer's Common Stock, without par value ("Common Stock"), that is
beneficially owned by Ms. Fischer as the result of grants of options
to purchase shares of Common Stock as follows: (i)options on 50,000
shares of Common Stock pursuant to a grant of 1/30/98, and (ii)
options on 100,000 shares of Common Stock pursuant to the terms of Ms.
Fischer's employment agreement, which options vested 3/2/98.
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 3/24/98, 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 786,000
shares of Common Stock through the exercise of stock
options.
Thus, Ms. Fischer beneficially owns 827,800 shares of Common
Stock.
Ms. Fischer's beneficial ownership represents 6.9% of the
Common Stock, based upon a total of 11,256,131 shares of
Common Stock outstanding as of 12/31/97.
(b) Ms. Fischer is deemed to have sole power to direct the vote
and disposition of all 827,800 shares beneficially owned.
(c) Other than the acquisition of options described in Item 4,
Ms. Fischer has effected no transaction in the Common Stock
within the past sixty days
(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 each fiscal year Issuer will grant an award of fully vested,
immediately exercisable options to purchase at least 25,000
shares of Common Stock, which amount may, based upon certain
performance goals, be increased to a number of options with a
dollar value equal to 150% of Ms. Fischer's base salary at that
time (which valuation shall be based on the Black-Scholes
valuation formula). Ms. Fischer shall also have the opportunity
to earn an additional 50,000 shares of restricted stock each year
by achieving certain performance goals. In lieu of such
restricted shares, each year Ms. Fischer may accept a
performance-based award of restricted shares under Issuer's Stock
Option and Incentive Plan pursuant to the terms of such Plan as
in force at that time.
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: March 31, 1998
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