UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Pharmhouse Corp.
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(Name of Registrant)
Common Stock, $.01 Par Value
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(Title of Class of Securities
717137103
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(CUSIP Number)
Brad Arberg
Hemisphere Trading Co., Inc.
5796 Shelby Oaks Drive, Suite 12 Memphis, TN 38134-7333 Telephone: (901)383-8977
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 1997
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(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 [X].
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
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).
CUSIP NO. 717137103 PAGE 2 OF 5 PAGES
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hemisphere Trading Co., Inc.
I.D. No. 621505218
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Tennessee
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7 SOLE VOTING POWER
0
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 260,000
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
260,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.15%
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14 TYPE OR REPORTING PERSON*
CO IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
CUSIP NO. 717137103 PAGE 3 OF 5 PAGES
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THE SCHEDULE 13D PREVIOUSLY FILED BY HEMISPHERE TRADING CO., INC., A TENNESSEE
CORPORATION, (THE "REPORTING ENTITY"), WITH RESPECT TO THE SHARES OF COMMON
STOCK, $.01 PAR VALUE, ("COMMON STOCK"), OF PHARMHOUSE CORP., A NEW YORK
CORPORATION, (THE "REGISTRANT"), WITH ITS PRINCIPAL EXECUTIVE OFFICES LOCATED AT
860 BROADWAY, NEW YORK, NEW YORK 10003, IS HEREBY AMENDED AND SUPPLEMENTED AS
FOLLOWS:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items 3 is amended by adding the following paragraph at the end
thereof:
As of the close of business on March 31, 1997, the Reporting Entity
became the beneficial owner of 50,400 additional shares of Common Stock in
connection with its engagement as investment advisor by a new client, as
described below under Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to read as follows in its entirety:
As of March 31, 1997, the Reporting Entity has been engaged as an
investment advisor by a new client. In connection with this engagement, the
Reporting Entity has become the beneficial owner of additional shares of Common
Stock which caused its beneficial ownership to exceed 10%. The Reporting Entity
determined that as a pre-condition to acceptance of the engagement for the new
client it would have to change its intent with respect to the control of the
Registrant. Accordingly, the Reporting Entity no longer holds shares of Common
Stock with the purpose or effect of changing or influencing the control of the
Registrant as indicated in the original Schedule 13D.
The Reporting Entity holds the Common Stock for investment purposes.
The Reporting Entity will continuously evaluate its investment in the Common
Stock based on various factors, including without limitation the Registrant's
business, prospects and financial condition, the market for the Common Stock,
alternatively available investment opportunities, general economic conditions,
stock market conditions, and availability of funds. The Reporting Entity
expressly reserves the right to increase or decrease its holdings in Common
Stock on such terms or at such times as it may determine. Any purchase or sale
of Common Stock may be executed in the open market or in one or more privately
negotiated transactions.
The Reporting Entity and, to the best of its knowledge, the persons
listed in Item 2 hereof, do not have any present plans or proposals that relate
to or would result in any of the actions required to be described in this Item 4
of Schedule 13D, but the Reporting Entity retains the right to take all such
actions as it may deem appropriate to maximize capital appreciation in the
Common Stock owned by it.
ITEM 5. INTEREST IN SECURITIES OF THE REGISTRANT.
Paragraphs (a), (b) and (d) of Item 5 are amended to read as follows in
their entirety:
CUSIP NO. 717137103 PAGE 4 OF 5 PAGES
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(a) As of the close of business on March 31, 1997, the Reporting
Entity was the owner of record and had direct beneficial
ownership of 260,000 shares, or approximately 11.15%, of the
outstanding Common Stock.
Ms. Felsenthal and Mr. Arberg may, by virtue of their status
of officers, directors and shareholders of the Reporting
Entity, be deemed to have beneficial ownership of the Common
Stock owned of record by the Reporting Entity; however, each
of them disclaims such beneficial ownership and, to the best
knowledge of the Reporting Entity and except as may be
specifically otherwise set forth herein, neither of them has
any other beneficial ownership of Common Stock.
(b) The power to vote or direct the vote and the power to dispose
or direct the disposition of the 260,000 shares of Common
Stock as to which the Reporting Entity is the record owner may
be deemed to be shared between the Reporting Entity and the
owner of any investment account which it manages, although the
Reporting Entity is generally vested with sole control of such
matters.
(d) The power to direct the receipt of dividends from, or the
proceeds from the sale of, the 260,000 shares of Common Stock
as to which the Reporting Entity is the record owner may be
deemed to be shared between the Reporting Entity and the owner
of any investment account which it manages, although the
Reporting Entity is generally vested with sole control of such
matters.
CUSIP NO. 717137103 PAGE 5 OF 5 PAGES
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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.
April 7, 1997 HEMISPHERE TRADING CO., INC.
(Date)
/s/ Brad Arberg
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Vice President
