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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PARLUX FRAGRANCES, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
701645103
_______________________________________________________________
(CUSIP Number)
John F. Ballard, Esq.
Buckingham, Doolittle & Burroughs, LLP
One Cleveland Center - Suite 1700
1375 E. 9th St.
Cleveland, OH 44114
(216) 621-5300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 13, 1999
_______________________________________________________________
(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 [ ].
* 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).
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SCHEDULE 13D
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CUSIP NO. 701645103 PAGE 2 OF 3 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Shore Associates, L.P. (TIN: 11-3090062)
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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 OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,031,500 (See Item 5)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,031,600 (See Item 5)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,600 (See Item 5)
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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)
7.9%
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14 TYPE OF REPORTING PERSON*
PN
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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.
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SCHEDULE 13D
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CUSIP NO. 701645103 PAGE 3 OF 3 PAGES
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This statement on Schedule 13D is hereby amended as follows:
Item 4. Purpose of the Transaction
North Shore initially acquired the Shares for investment purposes only.
However, on October 13, 1999, North Shore determined that it may be appropriate
to consider recommending to the Issuer significant various alternative possible
courses of action designed to increase shareholder value, including, but not
limited to, the exploration of a possible sale of the Issuer, or the
implementation of a more aggressive stock repurchase program. North Shore may
take any of the foregoing actions, some other action, or none of them. Except as
stated herein, North Shore has not decided on any single or specific course or
plan of action; however, North Shore reserves the right to take such action as
it deems desirable to protect or enhance the value of its investment in the
Issuer.
North Shore, depending upon market conditions and other factors, in the
future may acquire beneficial ownership of additional shares of Common Stock or
dispose of all or a portion of the Common Stock which North Shore beneficially
owns or hereafter may acquire. Except as stated above, North Shore has no
present plans or proposals that relate to, or would result in, an extraordinary
corporate transaction involving the Issuer or any of its subsidiaries, a sale or
transfer of any of the Issuer's assets, a change in the present Board of
Directors or management of the Issuer, a change in the present capitalization or
dividend policy of the Issuer, any other material change in the Issuer's
business or corporate structure, or changes in the Issuer's charter or bylaws,
or with respect to the delisting or deregistration of any of the Issuer's
securities.
Item 5. Interest in Securities of the Issuer
North Shore beneficially owns 1,031,6000 shares (the "Shares"), or
approximately 7.9% of the outstanding common stock of the issuer. North Shore
has the sole power to vote and direct the disposition of the Shares; except
that, by virtue of their control relationships as described in Item 2, above,
NSA, North Country and Mr. Siegler have the power, directly or indirectly, to
control the voting and disposition of such Shares. Such 1,031,600 Shares
includes 2,000 Shares held in an IRA Account maintained by Mr. Siegler.
North Shore has engaged in the following transactions, all of which were
effectuated on the NASDAQ Stock Market, in the Issuer's Common Stock since the
last amendment to this Schedule 13D:
Date No. of Shares Price Per Share
10/06/99 25,000 2.30
10/07/99 23,000 2.35
10/08/99 42,000 2.35
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
October 19, 1999 NORTH SHORE ASSOCIATES, L.P.
By: NSA MANAGEMENT, L.P., General Partner
By: NORTH COUNTRY CAPITAL CORP., General Partner
By: /s/ Robert H. Siegler
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Robert H. Siegler, President
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