UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934 (Amendment No.3)*
Paramark Enterprises, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
699163 10 1
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(CUSIP Number)
Alan S. Gottlich
c/o Paramark Enterprises, Inc.
One Harmon Plaza
Secaucus, New Jersey 07094
(201) 422-0910
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 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 Rule 13d-1 (b)(3) or (4), check the following box. [ ]
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 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).
<PAGE>
CUSIP NO. 699163 10 1 13D Page 2 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alan S. Gottlich
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
375,589 (1) (3)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
368,389 (2)
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
375,589 (1) (3)
WITH 10 SHARED DISPOSITIVE POWER
368,389 (2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,978
12 CHECK IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES
CERTAIN SHARES (See Instructions)
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-----------------------------------
(1) Includes 150,874 shares held by Mr. Gottlich's wife.
(2) Includes 368,389 shares held by the Charles N. Loccisano Trust f/b/o/
Michael Loccisano and the Charles N. Loccisano Trust f/b/o/ Marisa
Loccisano. Mr. Gottlich is a co-trustee of the Trusts.
(3) Includes 188,250 shares subject to options exercisable within the next 60
days.
<PAGE>
CUSIP NO. 699163 10 1 13D Page 3 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lorraine S. Gottlich
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
150,874
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
150,874
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,874
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP NO. 699163 10 1 13D Page 4 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Saul Feiger
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
40,096
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
368,389 (1)
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
40,096
WITH 10 SHARED DISPOSITIVE POWER
368,389 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,485
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Includes 368,389 shares held by the Charles N. Loccisano Trust f/b/o/
Michael Loccisano and the Charles N. Loccisano Trust f/b/o/ Marisa
Loccisano. Mr. Feiger is a co-trustee of the Trusts.
<PAGE>
CUSIP NO. 699163 10 1 13D Page 5 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles N. Loccisano
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 7 SOLE VOTING POWER
1,376,660 (1) (2)
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
1,376,660 (1) (2)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,376,660
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Excludes 368,389 shares held by the Charles N. Loccisano Trust f/b/o/
Michael Loccisano and the Charles N. Loccisano Trust f/b/o/ Marisa
Loccisano, of which Mr. Loccisano is a settlor. Mr. Loccisano has no voting
or dispositive power over these shares.
(2) Includes 313,125 shares subject to options exercisable within the next 60
days.
<PAGE>
CUSIP NO. 699163 10 1 13D Page 6 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano
22-6568468
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER
184,195
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
184,195
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,195
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP NO. 699163 10 1 13D Page 7 of 13
1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano
22-6568466
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER
184,195
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
184,195
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,195
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
1. Security and Issuer.
This Amendment No. 3 to the Schedule 13D previosely filed on June 25, 1998
(the "Amendment No. 3") relates to the common stock , par value $.01 per share
("Common Stock"), of Paramark Enterprises, Inc., a Delaware corporation (the
"Issuer" or the "Company"). The address of the Issuer's principal executive
offices is One Harmon Plaza, Secaucus, New Jersey 07094.
2. Identity and Background.
(a) Name. This Amendment No. 3 is being filed by each reporting person
("Reporting Person") as follows:
Alan S. Gottlich
Lorraine S. Gottlich
Saul Feiger
Charles N. Loccisano
Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano
Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano
The filing of this Amendment No. 3 shall not be construed as an admission
that Alan S. Gottlich, Lorraine S. Gottlich, Saul Feiger Charles N. Loccisano,
Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano, or Charles N.
Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano are, for the purposes of
Section 13(d) or 13 (g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the beneficial owner of any securities covered by this
Amendment No. 3 or that this schedule is required to be filed by such person.
(b) Business Address. The business address for each Reporting Person, other
than Saul Feiger and Lorraine Gottlich, is c/o Paramark Enterprises, Inc., One
Harmon Plaza, Secaucus, New Jersey 07094. Saul Feiger's business address is
152-18 Union Turnpike, Kew Garden Hills, New York 11367. Lorraine Gottlich's
residence address is 8 Edward Court, Tenafly, New Jersey 07670.
(c) Present Principle Occupation or Employment. Alan Gottlich is President
and Chief Financial Officer of the Issuer, Charles N. Loccisano is Chairman and
Chief Executive Officer of the Issuer, Lorraine Gottlich is a housewife, and
Saul Feiger is a practicing attorney.
(d) Criminal Convictions. In November 1999, Mr. Loccisano voluntarily pled
guilty to one count of a misdemeanor for making false statements to the United
States Department of Housing and Urban Development (HUD). This plea was the
result of his activities as a principal and officer of Harmon/Envicon
Associates, a national real estate syndication company, during the period of
June 1991 through December 1992. In November 1999, Mr. Gottlich voluntarily pled
guilty to one count of a misdemeanor for making false statements to HUD. This
plea was the result of his activities as an employee of Harmon/Envicon
Associates, a national real estate syndication company, during the period of
June 1991 through December 1992.
(e) Court or Administrative Proceedings. During the last five years, none
of the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship. Alan S. Gottlich, Lorraine S. Gottlich, Saul Feiger and
Charles N. Loccisano are citizens of the United States of America. The Charles
N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano and the Charles N.
Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano were organized under the
laws of the State of New Jersey.
Page 8 of 13
<PAGE>
3. Source and Amounts of Funds and Other Consideration.
In addition to the other transactions disclosed in prior Statements, the
following transactions were effected since the last filing.
In August 2000, Charles Loccisano provided the Company with a loan of
$150,000. The loan provided for a term of one year and provided for interest in
the amount of 5% per annum. The Company granted Mr. Loccisano 50,000
unregistered shares of common stock as additional consideration for providing
this loan. This loan was provided to the Company with personal funds.
In September 2000, Charles Loccisano provided the Company with a credit
line in the amount of $150,000. The credit line provided for a term of one year
and provided for interest in the amount of 5% per annum. The Company granted Mr.
Loccisano 150,000 unregistered shares of common stock as additional
consideration for providing this loan. This loan was provided to the Company
with personal funds.
4. Purpose of Transaction.
The acquisition of the shares of Common Stock of Issuer by the Reporting
Persons are for investment purposes. The Reporting Persons may, from time to
time, depending upon market conditions and other investment considerations,
purchase additional shares or dispose of shares of the Company's Common Stock.
As Chairman of the Board and President of the Company, Messrs. Loccisano
and Gottlich, regularly explore potential actions and transactions which may be
advantageous to the Company, including mergers, asset sales, acquisitions,
reorganizations, debt and equity financings, or other material changes in the
business, corporate structure, management, policies, governing instruments,
securities or regulatory reporting obligations of the Company.
As described in further detail in the Company's definitive proxy materials
filed with the SEC on November 14, 2000. As members of the Board of Directors of
the Company, Messrs. Loccisano and Gottlich submitted the following to a vote of
stockholders:
1. a proposal to sell substantially all of the operating assets of the
Company to Rich Products Manufacturing Corporation ("Rich Products") pursuant to
the terms and conditions set forth in the Asset Purchase Agreement dated October
9, 2000 between Rich Products and the Company.
2. a proposal to sell the Company's remaining operating assets to
Brooks Street Companies, Inc. ("Brooks Street") Pursuant to the terms and
conditions in the Asset Purcgase and Sale Agreement dated October 9, 2000
between Brooks Street and the Company.
3. A proposal to liquidate the Company pursuant to the provisions of
the Plan of Liquidation approved by the Company's Board of Directors. If the
Plan of Liquidation is approved by the Company's stockholders, the Board of
Directors intends to take action to terminate the Company's registration
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Page 9 of 13
<PAGE>
The Company also disclosed that it intends to pursue various strategic
options available to the Company, including the possible sale of the public
shell. No assurance can be given as to whether any strategic option will be
available to the Company on terms that will be beneficial to the company's
stockholders. As a result, the Board of Director's reserves the right to
terminate or abandon the Plan of Liquidation after the approval of stockholders
as permitted by the Delaware General Corporation Law.
Messrs. Loccisano, Gottlich and Feiger intend to vote their shares in favor
of the transactions described above.
Except as previously noted with respect to Messrs. Loccisano and Gottlich,
the Reporting Persons have no present plans or proposals which relate to or
would result in any of the following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer.
(b) an extraordinary corporate transaction, such as a merger or
reorganization, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) 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 the
directors or to fill any existing vacancies of the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) 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;
(i) a class of eligible equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to those enumerated above.
Page 10 of 13
<PAGE>
5. Interest in Securities of the Issuer.
(a) As of the date hereof, Alan Gottlich may be deemed to be the beneficial
owner of 743,978 shares of Issuer's Common Stock, which represents 18.1% of
Issuer's outstanding Common Stock, Lorraine Gottlich may be deemed to be the
beneficial owner of 150,874 shares of Issuer's Common Stock, which represents
3.7% of Issuer's outstanding Common Stock, Saul Feiger may be deemed to be the
beneficial owner of 408,485 shares of Issuer's Common Stock, which represents
9.9% of Issuer's outstanding Common Stock, Charles N. Loccisano may be deemed to
be the beneficial owner of 1,376,660 shares of Issuer's Common Stock, which
represents 33.5% of Issuer's outstanding Common Stock, Charles N. Loccisano
Irrevocable Trust f/b/o/ Michael Loccisano may be deemed to be the beneficial
owner of 184,195 shares of Issuer's Common Stock, which represents 4.5% of
Issuer's outstanding Common Stock, and Charles N. Loccisano Irrevocable Trust
f/b/o/ Marisa Loccisano may be deemed to be the beneficial owner of 184,195
shares of Issuer's Common Stock, which represents 4.5% of Issuer's outstanding
Common Stock .
(b) Alan Gottlich may be deemed to be the beneficial owner of 743,978
shares of Issuer's Common Stock, of which Mr. Gottlich has sole voting and
dispositive power for 375,589 shares, which includes 150,874 shares held by Mr.
Gottlich's wife, and 188,250 shares subject to options exercisable within the
next 60 days, and shared voting and dispositive power for 368,389 shares held by
the Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano and the
Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano of which Mr.
Gottlich is a co-trustee.
Lorraine Gottlich may be deemed to be the beneficial owner with sole voting
and dispositive power of 150,874 shares of Issuer's Common Stock held by her.
Saul Feiger may be deemed to be the beneficial owner of 408,485 shares of
Issuer's Common Stock, of which Mr. Feiger has sole voting and dispositive power
for 40,096 shares, and shared voting and dispositive power for 368,389 shares
held by the Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano and
the Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano of which Mr.
Feiger is a co-trustee.
Charles N. Loccisano may be deemed to be the beneficial owner with sole
voting and dispositive power of 1,376,660 shares of Issuer's Common Stock, which
includes 313,125 shares subject to options exercisable within the next 60 days.
Mr. Loccisano expressly disclaims beneficial ownership with respect to 368,389
shares held by the Charles N. Loccisano Irrevocable Trust f/b/o/ Michael
Loccisano and the Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano
of which Mr. Loccisano is settlor and over which neither Mr. Loccisano or his
children, who are the beneficiaries of such trusts, have voting or dispositive
power.
The Charles N. Loccisano Irrevocable Trust f/b/o/ Michael Loccisano may be
deemed to be the beneficial owner with sole voting and dispositive power of
184,195 shares of Issuer's Common Stock held by it. As trustees of this trust,
Messers. Gottlich and Feiger have shared voting and dispositive power over the
Trust's shares.
The Charles N. Loccisano Irrevocable Trust f/b/o/ Marisa Loccisano may be
deemed to be the beneficial owner with sole voting and dispositive power of
184,195 shares of Issuer's Common Stock held by it. As trustees of this trust,
Messers. Gottlich and Feiger have shared voting and dispositive power over the
Trust's shares.
(c) Except as described in Item 3 above, none of the Reporting Persons
own beneficially any shares of Common Stock of Issuer or have effected any
transaction in shares of Common Stock of Issuer during the 60 days preceding the
date of this Amendment No. 3.
(d) Except as set forth in the Trust Agreements, no person other than
the Reporting Persons are known to the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by them.
(e) Not applicable.
Page 11 of 13
<PAGE>
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as indicated elsewhere in this Statement, the Reporting Persons
are not a party to any contract, arrangement, understanding, or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer other than the Trust Agreements, including by not limited to, the
transfer or voting of any of the Issuer's 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.
7. Material to be Filed as Exhibits:
Exhibit 1: Agreement regarding joint filing.
Page 12 of 13
<PAGE>
Signatures
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 17, 2000 /s/ Alan Gottlich
Alan S. Gottlich
Date: November 17, 2000 /s/ Lorraine Gottlich
Lorraine S. Gottlich
Date: November 17, 2000 /s/ Charles Loccisano
Charles N. Loccisano
Date: November 17, 2000 /s/ Saul Feiger
Saul Feiger
Date: November 17, 2000 Charles N Loccisano Irrevocable Trust
F/B/O/ Michael Loccisano
By: /s/ Alan Gottlich
------------------------------
Alan S. Gottlich, Trustee
Date: November 17, 2000 Charles N Loccisano Irrevocable Trust
F/B/O/ Marisa Loccisano
By: /s/ Alan Gottlich
-----------------------------------
Alan S. Gottlich, Trustee
Page 13 of 13
