UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
PARK PHARMACY CORPORATION
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
700678 10 5
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(CUSIP Number)
William L. Rivers, Esq.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
214.761.2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 2000
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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
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 Rule 13d-7 for the 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 in 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 NUMBER: 700678 10 5 Schedule 13D
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(1) Name of Reporting Person Michael J. Nault
I.R.S. Identification
Nos. of Above Person (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) OO
(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 Shares (7) Sole Voting 1,190,000
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 1,190,000
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 1,190,000
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 20.8%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) IN
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SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock,
par value $0.001 per share (the "Common Stock") of Park Pharmacy
Corporation, a Colorado corporation (the "Issuer") and is being
filed by Michael J. Nault (the "Reporting Person"). The Issuer's
principal executive offices are located at 10711 Preston Road,
Suite 250, Dallas, Texas 752230
ITEM 2. Identity and Background.
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(a) NAME. The name of the Reporting Person is Mr. Michael
J. Nault.
(b) BUSINESS ADDRESS. The business address for the
Reporting Person is 10711 Preston Road, Suite 250,
Dallas, Texas 75230.
(c) OCCUPATION AND EMPLOYMENT. The Reporting Person is
currently President of MJN Enterprises, Inc. (formerly
MJN Acquisition Corp.), a Texas corporation and wholly-
owned subsidiary of the Issuer, a "closed-door"
pharmacy operating in the State of Texas. The
principal business address for MJN Enterprises, Inc. is
10711 Preston Road, Suite 250, Dallas, Texas 75230.
(d) and (e) PROCEEDINGS. During the previous five (5) years, the
Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) nor has the Reporting Person been party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction such that, as a result
of such proceeding, the Reporting Person was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) CITIZENSHIP. The Reporting Person is a citizen of the
United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
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The Reporting Person is the beneficial owner of 1,190,000
shares of the Issuer's Common Stock which he acquired pursuant to
the terms of an Agreement and Plan of Merger, dated as of
November 10, 2000 (the "Agreement"), among the Reporting Person,
MJN Enterprises, Inc., a Texas corporation ("Target"), the Issuer
and MJN Acquisition Corp., a Texas corporation and wholly owned
subsidiary of the Issuer ("MergerSub"). Pursuant to the
Agreement, Target merged with and into MergerSub, with MergerSub
continuing as the surviving corporation (the "Merger"). As a
result of the Merger, and pursuant to the terms of the Agreement,
the Reporting Person received consideration of (i) $1,150,000
cash, (ii) 1,190,000 shares of the Issuer's Common Stock and
(iii) the right to receive an additional 260,000 shares of the
Issuer's Common Stock upon
<PAGE>
expiration of a one-year holdback period. In addition, the
Issuer agreed to repay certain indebtedness of Target. The
Merger became effective November 13, 2000.
ITEM 4. Purpose of Transaction.
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The shares of Common Stock acquired by the Reporting Person
as a result of the Merger discussed in Item 3 were acquired for
investment purposes. The Reporting Persons intends to
periodically review his investment in the Issuer and, based on a
number of factors, including the Reporting Person's evaluation of
the Issuer's business prospects and financial condition, the
market for the Issuer's shares, general economic and stock market
conditions and other investment opportunities, the Reporting
Person may acquire additional securities of the Issuer or dispose
of the shares of Common Stock reported herein through open market
or privately negotiated transactions. In addition, the Reporting
Person may acquire, pursuant to the terms of the Agreement, up to
260,000 additional shares of Common Stock (the "Holdback Shares")
upon expiration of a one-year holdback period. The Holdback
Shares have been retained by the Issuer to satisfy certain
indemnification obligations of the Reporting Person under the
Agreement.
The Reporting Person does not have any current plans or
proposals which would relate to or would result in:
* any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
* a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries;
* any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
* any material change in the present capitalization or
dividend policy of the Issuer;
* any other material change in the Issuer's business or
corporate structure including, but not limited to, if
the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
* changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
acquisition of control of the Issuer by any person;
* causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
* a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
* any action similar to any of those enumerated above.
The Reporting Person reserves the right to determine in the
future to change the purpose or purposes described above.
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ITEM 5. Interests in Securities of the Issuer.
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(a) Aggregate Number and Percentage of Securities. The
Reporting Person is the beneficial owner of 1,190,000
shares of Common Stock of the Issuer, representing
approximately 20.8% of the class (based upon 4,529,551
shares of Common Stock outstanding on June 26, 2000 as
reported in the Issuer's Annual Report on Form 10-K,
plus the 1,190,000 shares of Common Stock issued to the
Reporting Person as a result of the Merger).
(b) Power to Vote and Dispose. The Reporting Person has
sole voting and dispositive power over the shares
identified in response to Item 5(a) above.
(c) Transactions Within the Past 60 Days. Except as
noted herein, the Reporting Person has not effected any
other transactions in the Issuer's securities,
including its shares of Common Stock, within sixty (60)
days preceding the date hereof.
(d) Certain Rights of Other Persons. Not applicable.
(e) Date Ceased to be a 5% Owner. Not applicable.
ITEM 6. Contracts, Arrangements, or Understandings or
Relationships with Respect to Securities of the Issuer.
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The Reporting Person does not have any contract,
arrangement, understanding or relationship with respect to
securities of the Issuer including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies. Further, the Reporting Person has not
pledged securities of the Issuer nor are the securities of the
Issuer held by the Reporting Person subject to a contingency, the
occurrence of which would give another person voting power or
investment power over such securities.
ITEM 7. Material to be Filed as Exhibits.
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No. Document
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1. Agreement and Plan of Merger, dated as
of November 10, 2000, among Park Pharmacy
Corporation, a Colorado corporation, MJN
Acquisition Corp., a Texas corporation, MJN
Enterprises, Inc., a Texas corporation, and
Michael J. Nault (incorporated by reference to the
Issuer's Form 8-K dated November 13, 2000)
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After reasonable inquiry, and to the best of the Reporting
Person's knowledge and belief, the undersigned certifies that the
information set forth in this Schedule is true, complete and
correct.
Date: December 22, 2000
/s/ MICHAEL J. NAULT
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Michael J. Nault
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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INDEX OF EXHIBITS
No. Document
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1. Agreement and Plan of Merger, dated as
of November 10, 2000, among Park Pharmacy
Corporation, a Colorado corporation, MJN
Acquisition Corp., a Texas corporation, MJN
Enterprises, Inc., a Texas corporation, and
Michael J. Nault (incorporated by reference to the
Issuer's Form 8-K dated November 13, 2000)
