SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
PCA International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693180-10-1
(CUSIP Number)
Joseph H. Reich
900 Third Avenue, New York, NY 10022
(212) 753-5150
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 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 [ ].
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).
(continued on following page(s))
<PAGE>
Cusip No.: 693180-10-1
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds:
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
Number of (7) Sole Voting Power: 115,405
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 115,405
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 115,405
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.90%
(inclusive of shares beneficially owned by Xanadu Partners)
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 693180-10-1
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Associates, L.P.
(13-2860099)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds:
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: Delaware
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person: -0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0%
14) Type of Reporting Person: PN
<PAGE>
Cusip No.: 693180-10-1
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Carol F. Reich
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds:
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
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person: -0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0%
14) Type of Reporting Person: IN
<PAGE>
Cusip No.: 693180-10-1
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Peter K. Seldin
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds:
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
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person: -0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 8 to Schedule 13D, originally filed May 3, 1989 (the
"Schedule 13D") by Joseph H. Reich, et al, relates to the common stock of PCA
International, Inc. (the "Company"). Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as set forth in the
Schedule 13D. All information previously disclosed, except as set forth herein
is reconfirmed.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) of Schedule 13D are hereby amended and
restated in their entirety as follows:
(a) As of the date hereof, (i) Joseph H. Reich owns beneficially 115,405
shares of the Common Stock, constituting approximately 4.9% of the shares
outstanding (such amounts include amounts owned beneficially by Xanadu
Partners, ("Xanadu") a New York general partnership of which Mr. Reich is
the Managing General Partner and shares held in an individual retirement
account); (ii) Centennial no longer owns any shares of Common Stock;
(iii) Carol F. Reich no longer owns any shares of Common Stock; and (iv)
Peter K. Seldin no longer owns any shares of Common Stock. The percentage
used herein is based upon the 2,357,052 shares of Common Stock stated to
be outstanding by the Company after giving effect to the merger (the
"Merger") of Jupiter Acquisition Corp. ("Mergerco") with and into the
Company pursuant to the terms of the Agreement and Plan of Merger, dated
as of April 20, 1998, by and between Mergerco and the Company (the
"Merger Agreement"). The Merger became effective on August 25, 1998 upon
filing of the Articles of Merger with the Secretary of State of North
Carolina.
(b) Mr. Reich has sole power to vote and dispose of: (i) 75,500 shares of
Common Stock held in an individual retirement account for his benefit and
(ii) 39,905 shares of Common Stock beneficially owned by Xanadu. Mr.
Reich is the Managing General Partner of Xanadu, a general partnership
organized under the laws of the State of New York, with its principal
office located at 900 Third Avenue, New York, NY 10022. Xanadu is an
investment partnership and has not, in the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction.
Item 5(c) of Schedule 13D is hereby supplemented by the addition of the
following:
(c) On August 10, 1998, Mr. Seldin made a charitable contribution to Yale
University of 170 shares of Common Stock. Pursuant to the Merger
Agreement, each outstanding share of Common Stock, other than shares for
which a Continuing Share Election was made, was converted into the right
to receive $26.50 in cash (the "Cash Merger Consideration"); (i) Joseph
H. Reich made a Continuing Share Election to keep 75,500 shares of Common
Stock, which are held in an individual retirement account; (ii)
Centennial made a Continuing Share Election to keep 52,500 shares of
Common Stock. On September 1, 1998, Centennial distributed a total of
52,500 shares of Common Stock as distributions-in-kind in respect of the
partnership interests of three limited partners of Centennial, including
Xanadu, who made withdrawals of capital effective as of August 31, 1998.
Xanadu received 39,905 shares in the distribution. For purposes of the
three distributions-in-kind, the shares were valued at $26.50 per share,
the Cash Merger Consideration. All other shares held by the Reporting
Persons were converted into the Cash Merger Consideration. No other
transactions in the Common Stock were effected by any of the Reporting
Persons during the 60-day period ending on the date hereof.
(e) The reporting persons ceased to beneficially own more than five percent of
the Common Stock on August 25, 1998.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 4, 1998
JOSEPH H. REICH
/s/Joseph H. Reich
Joseph H. Reich
CENTENNIAL ASSOCIATES, L.P.
By: /s/Joseph H. Reich
Joseph H. Reich,
General Partner
CAROL F. REICH
By: /s/Joseph H. Reich
Joseph H. Reich, attorney-in-fact
PETER K. SELDIN
/s/ Peter K. Seldin
Peter K. Seldin
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