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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
DEB SHOPS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
0002427281
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(CUSIP Number)
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP, 1650 Arch Street,
Philadelphia, PA 19103, Attention: Jason M. Shargel, Esquire
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 1994/June 7, 1999
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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
|_|.
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.
(Continued on following pages)
(Page 1 of 9 Pages)
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(1) 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 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. 0002427281 13D/A Page 2 of 9 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK A. ROUNICK
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 371,258
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 806,900
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 71,434
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 1,106,724
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,158
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 0002427281 13D/A Page 3 of 9 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STUART H. SAVETT
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 4,000
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 750,000
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 4,000
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 750,000
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,000
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 0002427281 13D/A Page 4 of 9 Pages
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Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of DEB Shops, Inc. ("DEBS"), a Pennsylvania corporation
with principal executive offices at 9401 Blue Grass Road, Philadelphia,
Pennsylvania 19114. This statement constitutes Amendment No. 1 to the Schedule
13D dated December 21, 1987 filed with respect to the Common Stock by Jack A.
Rounick (the "Rounick 13D"). This statement also constitutes the initial filing
of a Schedule 13D with respect to the Common Stock by Stuart Savett.
The Amendment to the Rounick 13D was necessitated by the following
dispositions of Common Stock: (i) 50,000 shares were sold by a trust for the
benefit of Jack A. Rounick and his wife, Noreen Rounick, of which Mr. Rounick is
a trustee (the "Parent Trust"), on April 4, 1991; (ii) 10,000 shares from a
trust for the benefit of one of Mr. Rounick's children, of which Mr. Rounick was
a trustee (the "Ellen Trust"), were sold on April 4, 1991; (iii) 10,000 shares
from each of two trusts for the benefit of Mr. Rounick's other two children (the
"Other Children's Trusts"), were sold on April 4, 1991; (iv) 15,000 shares were
sold from an account held jointly by Mr. Rounick and his wife on December 13,
1994; (v) 45,717 shares were distributed from the Ellen Trust to the beneficiary
thereof on November 21, 1997; (vi) 10,000 shares from each of the Other
Children's Trusts were sold on June 7, 1999; (vii) 10,000 shares were
transferred from the Parent Trust on June 1, 1999 pursuant to Section 4(1) of
the Securities Act of 1933, as amended, in satisfaction of pre-existing debt in
the amount of $150,000; and (viii) 110,000 shares from the Parent Trust were
sold on June 7, 1999.
In December 1987, Stuart Savett was appointed co-trustee, with Jack A.
Rounick, of a trust established for the benefit of Marvin Rounick (the "Trust").
The Trust holds 750,000 shares of Common Stock. Together with the 4,000 shares
of Common Stock held by Stuart Savett, he is deemed to beneficially own 754,000
shares of Common Stock. Until April 4, 1994, these shares constituted less than
5% of the outstanding Common Stock. On such date, DEBS repurchased shares of
Common Stock from a third-party. This repurchase caused the shares deemed to be
beneficially owned by Stuart Savett to constitute more than 5% of the
outstanding Common Stock. The shares owned by the Trust were included in the
initial Rounick 13D filing and Mr. Savett's status as Trustee of the Trust has
been previously disclosed in numerous filings.
Item 2. Identity and Background
This statement is being filed jointly pursuant to Rule 13d-1(f)(1)
("Rule 13d-1(f)(1)") promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), by Jack A. Rounick and Stuart Savett, both of whom
are citizens of the United States. The business address of Jack A. Rounick is
Wolf, Block, Schorr and Solis-Cohen LLP, Three Penn Court, 325 Swede Street,
P.O. Box 869, Norristown, Pennsylvania 19404. The business address of Stuart
Savett is Savett, Frutkin, Podell & Ryan, P.C., 325 Chestnut Street, Suite 700,
Philadelphia, Pennsylvania 19106.
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CUSIP No. 0002427281 13D/A Page 5 of 9 Pages
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Jack A. Rounick's present principal occupation is counsel to the law
firm of Wolf, Block, Schorr and Solis-Cohen LLP. Stuart Savett's present
principal occupation is as an attorney with Savett, Frutkin, Podell & Ryan, P.C.
Within the last five years, neither of Jack A. Rounick and Stuart
Savett has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and neither has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Of the 754,000 shares of Common Stock deemed to be beneficially owned
by Stuart Savett (the "Savett Shares"), 750,000 are held by the Trust. The Trust
was established in December 1987 by Marvin Rounick and funded from the settlor's
personal assets. 1,000 of the remaining Savett Shares are held by Mr. Savett's
individual retirement account and the other 3,000 Savett Shares are owned by Mr.
Savett individually.
Item 4. Purpose of Transaction
Stuart Savett's acquisition of 4,000 of the Savett Shares was for
investment purposes. Acquisition of beneficial ownership of the remaining
750,000 Savett Shares resulted from his appointment as co-trustee of the Trust.
Stuart Savett currently has no plans or proposals which relate to or
would result in:
(a) the acquisition by any person of additional securities of
DEBS, or the disposition of securities of DEBS;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving DEBS or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of DEBS
or any of its subsidiaries;
(d) any change in the present board of directors or management
of DEBS, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of DEBS;
(f) any other material change in DEBS' business or corporate
structure;
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CUSIP No. 0002427281 13D/A Page 6 of 9 Pages
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(g) any change in DEBS' charter, bylaws or instruments
corresponding thereto or other action which may impede the acquisition of
control of DEBS by any person;
(h) a class of securities of DEBS being delisted from a
national securities exchange or ceasing 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 DEBS becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to those enumerated in (a) - (i) above.
Item 5. Interest in Securities of the Issuer
All outstanding share numbers are derived from DEBS' Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 1999.
(a)(i) Jack A. Rounick. Jack A. Rounick is the beneficial
owner of an aggregate of 1,178,158 shares of Common Stock, which comprises 8.9%
of the outstanding shares of Common Stock. This number includes 750,000 shares
held by the Trust.
(a)(ii) Stuart Savett. Stuart Savett is the beneficial owner
of an aggregate of 754,000 shares of Common Stock, which comprises 5.7% of the
outstanding shares of Common Stock. This number includes 750,000 shares held by
the Trust.
(b)(i) Jack A. Rounick. Jack A. Rounick has sole voting power
with respect to 371,258 shares of Common Stock. Of these shares, he has sole
dispositive power with respect to 71,434 shares and shared dispositive power
with his wife, Noreen Rounick, with respect to the remaining 299,824 shares.
Jack A. Rounick also has shared voting and dispositive power, with his wife,
with respect to 56,900 shares of Common Stock. Jack A. Rounick has shared voting
and dispositive power, with Stuart Savett, with respect to the 750,000 shares
held by the Trust.
The residence address of Noreen Rounick is 1224 Gulph
Creek Drive, Radnor, PA 19087. Noreen Rounick's present principal occupation is
as a customer service agent for QVC, Inc., a retailer of a wide range of
consumer products which are marketed and sold by merchandise-focused
television-shopping programs. QVC, Inc.'s principal business address is 1365
Enterprise Drive, West Chester, PA 19380. Within the last five years, Noreen
Rounick has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which she was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Noreen Rounick is a citizen of the United States.
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CUSIP No. 0002427281 13D/A Page 7 of 9 Pages
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(b)(ii) Stuart Savett. Stuart Savett has sole voting and
dispositive power with respect to 4,000 of the Savett Shares. He has shared
voting and dispositive power, with Jack A. Rounick, with respect to the
remaining 750,000 Savett Shares, which are held by the Trust.
(c)(i) Jack A. Rounick. (A) On June 1, 1999, 10,000 shares
were transferred from the Parent Trust pursuant to Section 4(1) of the
Securities Act of 1933, as amended, in satisfaction of pre-existing debt in the
amount of $150,000; (B) On June 7, 1999, each of the Other Children's Trusts
sold 10,000 shares for a price of $16.375 per share; and (C) on June 7, 1999,
the Parent Trust sold 110,000 shares for a price of $16.375 per share.
(c)(ii) Stuart Savett. None.
(d)(i) Jack A. Rounick. The net income of the Trust is payable
to Marvin Rounick. The net income of each of the Other Children's Trusts is
payable to each of the two children of Jack A. Rounick for whose benefit such
trusts were established. The net income of the Parent Trust is payable to Jack
A. Rounick and his wife, Noreen Rounick.
(d)(ii) Stuart Savett. The net income of the Trust is payable
to Marvin Rounick.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Materials to be Filed as Exhibits
Agreement by and between Jack A. Rounick and Stuart Savett, dated
August 10, 1999, relating to the filing of a joint statement pursuant to Rule
13d-1(f)(1).
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CUSIP No. 0002427281 13D/A Page 8 of 9 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.
Dated: August 10, 1999
/S/ JACK A. ROUNICK
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Name: Jack A. Rounick
/S/ STUART SAVETT
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Name: Stuart Savett
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CUSIP No. 0002427281 13D/A Page 9 of 9 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
Jack A. Rounick and Stuart Savett hereby agree that the statement
containing the information required by Schedule 13D to which this Joint Filing
Agreement is attached as Exhibit 1 has been filed on behalf of each of them.
Dated: August 10, 1999
/S/ JACK A. ROUNICK
------------------------
Name: Jack A. Rounick
/S/ STUART SAVETT
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Name: Stuart Savett
