ALLOU HEALTH & BEAUTY CARE INC
SC 13G/A, 1999-02-11
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       SECURITIES AND EXCHANGE COMMISSION

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                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 7 )*



                        Allou Health & Beauty Care, Inc.
        -----------------------------------------------------------------
                                (Name of Issuer)

                 Class A Common Stock, par value $.001 per share
        -----------------------------------------------------------------
                         (Title of Class of Securities)

                                   019782 10 1
        -----------------------------------------------------------------
                                 (CUSIP Number)




SEC 1745 (2-95)

                                Page 1 of 5 pages

<PAGE>





CUSIP No.   019782  10  1              13G                     Page 2 of 5 Pages
          ------------------                                       ---  ---     


    1       NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     Victor Jacobs

    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)
                     N/A
                                                                          (b)
    3       SEC USE ONLY

    4       CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA

      NUMBER OF             5      SOLE VOTING POWER
        SHARES
     BENEFICIALLY                           865,600
       OWNED BY
         EACH
      REPORTING
        PERSON
         WITH               6      SHARED VOTING POWER

                                            -0-
                            7      SOLE DISPOSITIVE POWER

                                            865,600
                            8      SHARED DISPOSITIVE POWER

                                            -0-

 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                865,600
10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

                N/A
11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                12.7%
12     TYPE OF REPORTING PERSON*

                IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1745 (2-95)

                                Page 2 of 5 pages

<PAGE>



CUSIP No.  019782  10  1                 13G                  Page  4 of 5 Pages
         ---------------------                                     ---  ---     



         Except as to Item 4, no change has occurred  with respect to the answer
to any items of this Schedule from the  information  last reported in respect of
such item.

Item 4.                    Ownership.  As of December 31, 1998:

                           (a)      Amount beneficially owned: 865,600 shares.

                                    (i) Includes the following shares of Class A
                           Common Stock, par value $.001 per share (the "Class A
                           Common Stock"),  held by Mr. Jacobs: 10,100 shares of
                           Class  A  Common  Stock  held by Mr.  Jacobs;  32,000
                           shares of Class A Common Stock issuable upon exercise
                           of stock options held by Mr.  Jacobs and  exercisable
                           at $6.95 per share;  30,000  shares of Class A Common
                           Stock issuable upon exercise of stock options held by
                           Mr. Jacobs and  exercisable  at $6.60 per share;  and
                           37,500  shares of Class A Common Stock  issuable upon
                           exercise  of stock  options  held by Mr.  Jacobs  and
                           exercisable at $6.47 per share.  Does not include the
                           following  shares of Class A Common Stock held by Mr.
                           Jacobs  that he does not have  the  right to  acquire
                           within 60 days: 10,000 shares of Class A Common Stock
                           issuable  upon  exercise of stock options held by Mr.
                           Jacobs and  exercisable  at $6.60 per  share;  37,500
                           shares of Class A Common Stock issuable upon exercise
                           of stock options held by Mr.  Jacobs and  exercisable
                           at $6.47  per  share;  and  65,000  shares of Class A
                           Common Stock  issuable upon exercise of stock options
                           held by Mr.  Jacobs  and  exercisable  at  $4.40  per
                           share.

                                    (ii) Includes the following  shares of Class
                           B Common Stock, par value $.001 per share (the "Class
                           B Common Stock"), held by Mr. Jacobs:  587,500 shares
                           of Class B Common  Stock held by Mr.  Jacobs;  68,000
                           shares of Class B Common Stock issuable upon exercise
                           of stock options held by Mr.  Jacobs and  exercisable
                           at $7.70 per share;  100,000 shares of Class A Common
                           Stock issuable upon exercise of stock options held by
                           Mr. Jacobs and  exercisable  at $4.40 per share;  and
                           32,500  shares of Class B Common Stock  issuable upon
                           exercise  of stock  options  held by Mr.  Jacobs  and
                           exercisable at $6.47 per share.  Does not include the
                           following  shares of Class B Common Stock held by Mr.
                           Jacobs  that he does not have  the  right to  acquire
                           within 60 days: 32,500 shares of Class B Common Stock
                           issuable  upon  exercise of stock options held by Mr.
                           Jacobs and exercisable at $6.47 per share.

                                    Each share of Class B Common  Stock has five
                           votes per share;  each share of Class A Common  Stock
                           has one vote  per  share  and  each  share of Class B
                           Common Stock is  convertible at any time into Class A
                           Common Stock on a share for share basis.

                           (b)      Percent of Class:         12.7%


                                Page 3 of 5 pages

<PAGE>



CUSIP No.  019782  10  1                   13G                 Page 4 of 5 Pages
         ------------------------                                  ---  ---     


                           (c) Number of shares as to which such person has:

                                    (i)   sole power to vote or direct the vote:
                                          865,600

                                    (ii)  shared  power  to vote or  direct  the
                                          vote:

                                          None

                                    (iii) sole  power  to dispose  or direct the
                                          disposition of:  865,600

                                    (iv)  shared  power to dispose or direct the
                                          disposition of:

                                           None


                                Page 4 of 5 pages

<PAGE>



CUSIP No.  019782  10  1                13G                  Page 5  of  5 Pages
         ------------------------                                ---    ---     



                                    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.

                                                            February 9, 1999 
                                                        ------------------------
                                                                   Date 

                                                          /s/ Victor Jacobs 
                                                        ------------------------
                                                                Signature    

                                                             Victor Jacobs 
                                                        ------------------------
                                                                  Name 


                                Page 5 of 5 pages





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