UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
_
TRISTAR Corporation
____________________
(Formerly Ross Cosmetics Distribution Centers, Inc.)
_____________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
____________________________________________________________________________
(Title of Class of Securities)
778242107
_________________________________________________
(CUSIP Number)
Robert B. McCaw, Esq.; Wilmer, Cutler & Pickering; 2445 M Street, N.W.,
Washington, D.C. 20037; 202-663-6586 and Kirit Sheth; P.O. Box 16758;
___
Jebel Ali Free Zone; Dubai, United Arab Emirates, Tel: 011-97-14-519-444
____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 1, 1995
_______________
(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 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).
SEC 1746 (12-91)
<PAGE>
<PAGE> 2 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mahendra Sheth
2 Check the Appropriate Box if a Member of a Group* (a)X
(b)__
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person 6,420,174 shares, includes 2,400,000 shares
with capable of being acquired through exercise of
a warrant
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,420,174 shares, includes 2,400,000 shares
capable of being acquired through exercise of
a warrant
11 Aggregate amount beneficially owned by each reporting person
6,420,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
71
14 Type of reporting person*
IN
*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.
<PAGE> 3 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Shashikant S. Sheth
2 Check the Appropriate Box if a Member of a Group* (a)X
(b)__
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person 6,420,174 shares, includes 2,400,000 shares
with capable of being acquired through exercise of
a warrant
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,420,174 shares, includes 2,400,000 shares
capable of being acquired through exercise of
a warrant
11 Aggregate amount beneficially owned by each reporting person
6,420,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
71
14 Type of reporting person*
IN
*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.
<PAGE> 4 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kirit Sheth
2 Check the Appropriate Box if a Member of a Group* (a)X
(b)__
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person 6,420,174 shares, includes 2,400,000 shares
with capable of being acquired through exercise of
a warrant
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,420,174 shares, includes 2,400,000 shares
capable of being acquired through exercise of
a warrant
11 Aggregate amount beneficially owned by each reporting person
6,420,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
71
14 Type of reporting person*
IN
*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.
<PAGE> 5 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jamnadas Sheth
2 Check the Appropriate Box if a Member of a Group* (a)X
(b)__
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person 6,420,174 shares, includes 2,400,000 shares
with capable of being acquired through exercise of
a warrant
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,420,174 shares, includes 2,400,000 shares
capable of being acquired through exercise of
a warrant
11 Aggregate amount beneficially owned by each reporting person
6,420,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
71
14 Type of reporting person*
IN
*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.
<PAGE> 6 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jayesh Sheth
2 Check the Appropriate Box if a Member of a Group* (a)__
(b)X
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
England
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person -0-
with
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
-0-
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
Not applicable
14 Type of reporting person*
IN
*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.
<PAGE> 7 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Virendra Sheth
2 Check the Appropriate Box if a Member of a Group* (a)__
(b)X_
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
USA
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person -0-
with
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
-0-
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
Not applicable
14 Type of reporting person*
IN
*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.
<PAGE> 8 of 18
SCHEDULE 13D
CUSIP NO. 778242107
_________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Starion International Limited
2 Check the Appropriate Box if a Member of a Group* (a)X
(b)__
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ___
6 Citizenship or place of organization
British Virgin Islands
7 Sole Voting Power
Number of
Shares -0-
Beneficially
Owned by 8 Shared Voting Power
each
Reporting Person 6,313,174 shares, includes 2,400,000 shares
with capable of being acquired through exercise of
a warrant
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,313,174 shares, includes 2,400,000 shares
capable of being acquired through exercise of
a warrant
11 Aggregate amount beneficially owned by each reporting person
6,313,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes certain shares*
___
13 Percent of Class represented by amount in row (11)
69.8
14 Type of reporting person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
both sides of the cover page, responses to Items 1-7
uding Exhibits) of the Schedule, and the signature attestation.
<PAGE> 9 of 18
This Amendment No. 9 to the Statement on Schedule 13D filed
jointly by Mahendra Sheth, Shashikant Sheth, Kirit Sheth, and Jamnadas Sheth
(collectively the "Core Sheth Families"), together with Starion
International Limited ("Starion"), Jayesh Sheth, and Virendra Sheth (all of
the foregoing referred to collectively as the "Reporting Persons") (the
"Schedule 13D") pursuant to a joint filing agreement attached hereto as
Exhibit 1, relates to the Common Stock of TRISTAR CORPORATION, formerly
known as Ross Cosmetics Distribution Centers, Inc. (the "Issuer").
The Schedule 13D is amended as follows:
Item 1. Security and Issuer.
_____________________
This amendment relates to the proposed merger of Eurostar
Perfumes, Inc., and Issuer as further described in Item 4 below and to the
Common Stock Purchase Warrant acquired by Starion International Limited
("Starion") as described in Amendment 6, dated December 29, 1994. The
principal executive offices of the Issuer are located at 12500 San Pedro
Avenue, Suite 500, San Antonio, TX 78216.
Item 2. Identity and Background.
________________________
No amendment.
<PAGE> 10 of 18
Item 3. Source and Amounts of Funds or Other Consideration.
___________________________________________________
No amendment.
Item 4. Purpose of Transaction.
_______________________
As of this filing, the Core Sheth Families, largely through
Starion continue to have beneficial ownership of 6,420,174 shares of common
stock of the Issuer.
On June 1, 1995 Eurostar Perfumes, Inc., ("Eurostar") proposed to
a Special Committee of the Issuer's Board of Directors that Eurostar merge
with the Issuer. As set forth in the Schedule 13D and its amendments,
Eurostar is a non-public company wholly owned by the Core Sheth Families,
who also own the majority of the Common Stock of the Issuer. Eurostar is a
Texas corporation and the Issuer's principal supplier of perfume products
under a distribution agreement entered into on October 24, 1992, and
discussed in Amendment No. 1 to Schedule 13D.
Under Eurostar's proposal, the shares of Eurostar, wholly owned by
the Core Sheth Families, would be exchanged for an additional 9,974,000
shares of the Issuer. Sixty percent of the combined worth of the Issuer and
Eurostar would be assigned to Eurostar and 40 percent to the Issuer.
Including the shares of the Issuer's common stock now owned beneficially by
the Core Sheth Families, the transaction would result in the Core Sheth
Families owning approximately 86 percent of the outstanding shares of
Issuer's common stock immediately following the merger.
Furthermore, as part of the proposed merger, the Issuer would
revalue the exercise price of the shares to be purchased through the Common
Stock Purchase Warrant acquired by Starion as described in Amendment 6 to
the 13D. As proposed, the exercise price would be revalued to equal the
lowest average price of the Issuer's common stock in any consecutive 30-day
period in the 12 months following the date the merger closed.
Details of the transaction are to be reflected in formal
agreements yet to be drafted and thus may change. The merger is also
subject to the approval of the Issuer's and Eurostar's shareholders.
Item 5. Interest in Securities of the Issuer.
_____________________________________
No amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships with
_____________________________________________________________
Respect to Securities of the Issuer.
____________________________________
The information set forth in Item 4 is incorporated by reference.
Item 7. Material to be Filed as Exhibits.
_________________________________
<PAGE> 11 of 18
1. Written Agreement of the Reporting Persons relating to the
filing of the Schedule 13D dated August 28, 1992, the Amendment No. 1 dated
November 5, 1992, the Amendment No. 2 dated November 30, 1992, the Amendment
No. 3 dated June 23, 1993, the Amendment No. 4 dated September 7, 1993, the
Amendment No. 5 dated April 6, 1994, the Amendment No. 6 dated December 29,
1994, the Amendment No. 7 dated December 29, 1994, the Amendment No. 8 dated
March 13, 1995 and this Amendment No. 9 as required by Rule 13d-1(f).
<PAGE>
<PAGE> 12 of 18
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/ Kirit Sheth
___________________________________
Kirit Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 13 of 18
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/ Jamnadas Sheth
___________________________________
Jamnadas Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 14 of 18
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/ Mahendra Sheth
___________________________________
Mahendra Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 15 of 18
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/ Shashikant Sheth
___________________________________
Shashikant Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 16 of 18
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.
Starion International Ltd.
/s/ Shashikant Sheth
By ______________________________
Shashikant Sheth
Title: Director
Dated: June 12, 1995
<PAGE>
<PAGE> 17 of 18
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/ Virendra Sheth
___________________________________
Virendra Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 17 of 17
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/ Jayesh Sheth
___________________________________
Jayesh Sheth, Individually
Dated: June 12, 1995
<PAGE>
<PAGE> 18 of 18
The undersigned agree that the Statement on Schedule 13D dated
August 28, 1992, the Amendment No. 1 dated November 5, 1992, the Amendment
No. 2 dated November 30, 1992, the Amendment No. 3 dated June 23, 1993, the
Amendment No. 4 dated August 31, 1993, the Amendment No. 5 dated March 31,
1993, the Amendment No. 6 dated December 14, 1994, the Amendment No. 7 dated
December 29, 1994, the Amendment No. 8 dated March 13, 1995 and this
Amendment No. 9 are being filed with the Securities and Exchange Commission
on behalf of each of Mahendra Sheth, Shashikant Sheth, Kirit Sheth, Jamnadas
Sheth, Starion International, Ltd., Virendra Sheth, and Jayesh Sheth.
/s/ Jamnadas Sheth
___________________________________
Jamnadas Sheth, Individually
/s/ Shashikant Sheth
___________________________________
Shashikant Sheth, Individually
/s/ Mahendra Sheth
___________________________________
Mahendra Sheth, Individually
/s/ Kirit Sheth
___________________________________
Kirit Sheth, Individually
/s/ Virendra Sheth
___________________________________
Virendra Sheth, Individually
/s/ Jayesh Sheth
___________________________________
Jayesh Sheth, Individually
Starion International Ltd.
/s/ Shashikant Sheth
By ______________________________
Name: Shashikant Sheth
Title: Director
Dated: June 12, 1995
__________________
