-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PM7/7Z6IcgrcprJ8maA/kHTzf7eBfSzh0fx+eW8EsFNZ/j6YR0EQKjAAd2U7MTiL r4RzYgkyokKd2RcfbjhVew== 0000950134-97-005077.txt : 19970702 0000950134-97-005077.hdr.sgml : 19970702 ACCESSION NUMBER: 0000950134-97-005077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970701 SROS: NONE GROUP MEMBERS: G. HOUSTON HALL GROUP MEMBERS: GHS MANAGEMENT INC GROUP MEMBERS: JAMES C. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANCER CORP /TX/ CENTRAL INDEX KEY: 0000768162 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 741591073 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36771 FILM NUMBER: 97633951 BUSINESS ADDRESS: STREET 1: 235 W TURBO CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 5123443071 MAIL ADDRESS: STREET 1: 235 W TURBO CITY: SAN ANTONIO STATE: TX ZIP: 78216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GHS MANAGEMENT INC CENTRAL INDEX KEY: 0000905745 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8235 DOUGLAS AVE SUITE 420 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2146962700 MAIL ADDRESS: STREET 1: 8235 DOUGLAS AVE SUITE 420 STREET 2: SUITE 420 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: GHS MANAGEMENT INC/SMITH JAMES C DATE OF NAME CHANGE: 19930521 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13-D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NUMBER 3) LANCER CORPORATION - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, $0.01 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 514614-10-6 - -------------------------------------------------------------------------------- JAMES F. GALLIVAN, JR. GHS MANAGEMENT, INC. 8235 DOUGLAS AVENUE, SUITE 420 DALLAS, TEXAS 75225 (214)696-2700 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JULY 1, 1997 - -------------------------------------------------------------------------------- (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 THIS STATEMENT [ ]. PAGE 1 OF 7 PAGES 2 CUSIP NO. 514614-10-6 13D PAGE 2 OF 7 PAGES (1) Name of Reporting Person GHS Management, Inc. S.S. or I.R.S. Identification 75-2345463 No. of Above Person (2) Check the Appropriate Box if a (a) Member of a Group (see instructions) (b) X (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Texas Number of Shares (7) Sole Voting Power 160,425(1) Beneficially owned by Each Reporting Person with (8) Shared Voting Power -0- (9) Sole Dispositive Power 160,425(1) (10) Shared Dispositive Power -0- (11) Aggregate Amount Beneficially 160,425 Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 2.7% Amount in Row (11) (14) Type of Reporting Person (See CO Instructions) - -------------------------------- (1) GHS Management, Inc. has sole voting and dispositive power with respect to the shares of Common Stock held by GHS Partners LDC. 3 CUSIP NO. 514614-10-6 13D PAGE 3 OF 7 PAGES (1) Name of Reporting Person G. Houston Hall S.S. or I.R.S. Identification ###-##-#### No. of Above Person (2) Check the Appropriate Box (a) if a Member of a Group (See (b) X instructions) (3) SEC Use Only (4) Source of Funds (See WC instructions) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of USA Organization Number of Shares (7) Sole Voting Power 279,875(1) Beneficially Owned by Each Reporting Person with (8) Shared Voting Power 0 (9) Sole Dispositive Power 279,875(1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially 279,875(2) owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 4.8% Amount in Row (11) (14) Type of Reporting Person (See IN instructions) - --------------------------------- (1) Mr. Hall has voting and dispositive power with respect to the aggregate 279,875 shares of Common Stock held by him and Falcon Fund, Ltd. (2) Includes the aggregate of 257,375 shares of Common Stock held by Falcon Fund, Ltd. 4 CUSIP NO. 514614-10-6 13D PAGE 4 OF 7 PAGES (1) Name of Reporting Person James C. Smith S.S. or I.R.S. Identification ###-##-#### No. of Above Person (2) Check the Appropriate Box if (a) a Member of a Group (See (b) X instructions) (3) SEC Use Only (4) Source of Funds (See PF, WC instructions) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of USA Organization Number of Shares (7) Sole Voting Power 268,362(1)(2) Beneficially Owned by Each Reporting Person with (8) Shared Voting Power 0 (9) Sole Dispositive Power 268,362(1)(2) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially 268,362(1)(3) Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 4.6% Amount in Row (11) (14) Type of Reporting Person (See IN instructions) - ----------------------------------- (1) Includes 3,937 shares held by Mr. Smith's minor child. (2) Mr. Smith has voting and dispositive power with respect to the aggregate of 268,362 shares of Common Stock held by him and GHS Partners LDC (which is managed by GHS Management, Inc.). (3) Includes the aggregate of 160,425 shares of Common Stock held by GHS Partners LDC which is managed by GHS Management, Inc. 5 CUSIP NO. 514614-10-6 13D PAGE 5 OF 7 PAGES The statement on Schedule 13D relating to the Common Stock of Lancer Corporation filed March 20, 1992, by GHS Management, Inc., G. Houston Hall and James C. Smith as amended by Amendment No. 1 filed March 1, 1993, and Amendment No. 2 filed January 5, 1994, is hereby amended and supplemented as follows: Item 2. Identity and Background. (a), (b) and (c). This Statement is filed by GHS Management, Inc., a Texas corporation ("GHS"), G. Houston Hall and James C. Smith. The present principal occupation or employment of Mr. Smith is the management of his personal investments and those managed by GHS. The present principal occupation or employment of Mr. Hall is the management of his personal investments and of Falcon Fund, Ltd. Mr. Hall also serves as the sole general partner of Falcon Fund, Ltd., a Texas limited partnership ("Falcon"). The principal business of GHS is investment and trading of capital stocks, warrants, bonds, notes, debentures and other securities for funds it manages for others. Effective July 1, 1997, Mr. Smith ceased to have any beneficial ownership, for purposes of Schedule 13D, in the securities of the Company held by Falcon; and Mr. Hall ceased to have any beneficial ownership, for the purposes of Schedule 13D, in the securities of the Company held by GHS or GHS Partners (as defined below). Accordingly, effective July 1, 1997, none of GHS, Mr. Hall or Mr. Smith beneficially owns 5% or more of the outstanding Common Stock of the Company. As of July 1, 1997, GHS has sole investment authority with respect to shares of Common Stock held by GHS Partners LDC ("GHS Partners"); James C. Smith has investment authority over the funds managed by GHS; Mr. Hall, as sole general partner of Falcon, has sole investment authority over it; Mr. Hall has sole investment authority for shares held in his name; and Mr. Smith has sole investment authority for shares held in his name. The principal place of business for Messrs. Hall and Smith and GHS Management, Inc. is 8235 Douglas Avenue, Suite 420, Dallas, Texas 75225. (d) None of GHS, Mr. Hall or Mr. Smith, during the last five years, has been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors). (e) None of GHS, Mr. Hall or Mr. Smith, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Messrs. Hall and Smith are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The aggregate of 279,875 shares of Common Stock beneficially owned by Mr. Hall and Falcon were purchased in transactions effected in the over-the-counter markets for an aggregate 6 CUSIP NO. 514614-10-6 13D PAGE 6 OF 7 PAGES purchase price of $880,976.76 (including brokerage commissions); and the aggregate of 268,362 shares of Common Stock beneficially owned by GHS and Mr. Smith were purchased in transactions effected in the over-the-counter markets for an aggregate purchase price of $1,249,183.47 (including brokerage commissions), all of which was derived from working capital (in the case of GHS and Falcon) and personal funds (in the case of Messrs. Hall and Smith). Item 5. Interest in Securities of the Issuer. (a) As of July 1, 1997, (i) GHS beneficially owned 160,425 shares of Common Stock of the Company, representing approximately 2.7% of the outstanding Common Stock of the Company; (ii) Mr. Hall beneficially owned 279,875 shares of Common Stock (including the 257,375 owned by Falcon), representing approximately 4.8% of the outstanding Common Stock of the Company; and (iii) Mr. Smith beneficially owned 268,362 shares of Common Stock (including the 160,425 shares owned by GHS), representing approximately 4.6% of the outstanding Common Stock of the Company. According to the Issuer's Report on Form 10-Q for the period ended March 31, 1997, a total of 5,843,776 shares of Common Stock were issued and outstanding on May 12, 1997. (b) Mr. Smith has the sole power to vote and dispose of the Common Stock beneficially owned by him and GHS; Mr. Hall has the sole power to vote and dispose of the Common Stock beneficially owned by him and Falcon. (c) During the 60 days prior to and including the date of the event which requires the filing of this Statement, GHS and Messrs. Hall and Smith effected no transactions in the Common Stock of the Company. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of GHS, Mr. Hall or Mr. Smith have any contracts, arrangements, understandings or relationships (legal or otherwise) between themselves and any person with respect to any securities of the Issuer. 7 CUSIP NO. 514614-10-6 13D PAGE 7 OF 7 PAGES Signatures After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 1, 1997 ------------ GHS Management, Inc. By: /s/ James F. Gallivan, Jr. ---------------------------------- Its: President /s/ G. Houston Hall ------------------------------------- G. Houston Hall /s/ James C. Smith ------------------------------------- James C. Smith -----END PRIVACY-ENHANCED MESSAGE-----