-----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, PJFP2fESOivxJlzTTEoszCzoCe906lHCGD7O3Q5VPkwkrCzfrvPkJ2G7CRZocN5R pto64Xv5MmGU3vQI0OE1MA== 0000950134-98-002207.txt : 19980323 0000950134-98-002207.hdr.sgml : 19980323 ACCESSION NUMBER: 0000950134-98-002207 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980320 SROS: NONE GROUP MEMBERS: GARY D HABERT GROUP MEMBERS: PROFUTURES SPECIAL EQUITIES FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51153 FILM NUMBER: 98570233 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 5085362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROFUTURES SPECIAL EQUITIES FUND LP CENTRAL INDEX KEY: 0001012871 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742786952 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1310 HIGHWAY 620 S STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78734 BUSINESS PHONE: 5122633800 MAIL ADDRESS: STREET 1: 1310 HIGHWAY 620 SOUTH STREET 2: STE 200 CITY: AUSTIN STATE: TX ZIP: 78734 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* PHC, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) (CUSIP Number) Gary D. Halbert, President ProFutures Fund Management, Inc. 1310 Highway 620 South -- Suite 200, Austin, Texas 78734 (512) 263-3800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 16, 1998 (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition of 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 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). 2 CUSIP No. ___________________ 1) Name of Reporting Person SS or IRS Identification No. of Above Person ProFutures Special Equities Fund, L.P. 74-2786952 2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 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 Delaware Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power 606,509 8) Shared Voting 754,794 9) Sole Dispositive Power 606,509 10) Shared Dispositive Voting Power 754,794 11) Aggregate Amount Beneficially Owned by each Reporting Person 754,794 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [__] 13) Percent of Class Represented by Amount in Row 11: 14.27% 14) Type of Reporting Person PN 3 - ------ Schedule 13D cont'd -------- CUSIP No. ___________________ 1) Name of Reporting Person SS or IRS Identification No. of Above Person Gary D. Halbert ###-##-#### 2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 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 USA Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power 88,971 8) Shared Voting 754,794 9) Sole Dispositive Power 88,971 10) Shared Dispositive Voting Power 754,794 11) Aggregate Amount Beneficially Owned by each Reporting Person 754,794 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [__] 13) Percent of Class Represented by Amount in Row 11: 14.27% 14) Type of Reporting Person IN 4 - ------ Schedule 13D cont'd -------- CUSIP No. ___________________ 1) Name of Reporting Person SS or IRS Identification No. of Above Person John F. Mauldin ###-##-#### 2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 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 USA Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting Power 59,314 8) Shared Voting 751,794 9) Sole Dispositive Power 59,314 10) Shared Dispositive Voting Power 751,794 11) Aggregate Amount Beneficially Owned by each Reporting Person 751,794 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [__] 13) Percent of Class Represented by Amount in Row 11: 13.78% 14) Type of Reporting Person IN 5 - --------------- Schedule 13D (cont'd.) ---------------- PHC, INC. ProFutures Special Equities Fund, L.P. ("PSEF") hereby amends PSEF's Statement on Schedule 13D (the "Statement") filed on June 13, 1997 in connection with PSEF's ownership of shares of Class A Common Stock, $0.01 par value per share (the "Common Stock"), of PHC, Inc. (the "Company"): Item 2A of the Statement, "Identity and Background", is hereby amended and restated as follows: A. Persons Filing this Statement. (1) Name: ProFutures Special Equities Fund, L.P. State of Organization: Delaware Principal Business: Investments in securities Address of Principal Business and Office: 1310 Highway 620 South -- Suite 200 Austin, Texas 78734 Criminal and Civil Proceedings: None (2) Name: Gary D. Halbert Citizenship: USA Principal Business: President, ProFutures Fund Management, Inc., a General Partner of ProFutures Special Equities Fund, L.P., Investment Management Address of Principal Business and Office: 1310 Highway 620 South -- Suite 200 Austin, Texas 78734 (3) Name: John F. Mauldin Citizenship: USA Principal Business: Vice President, ProFutures Fund Management, Inc., a General Partner of ProFutures Special Equities Fund, L.P., Investment Management Address of Principal Business and Office: 1000 Ballpark in Arlington -- Suite 216 Arlington, Texas 76011 Item 3 of the Statement, "Source and Amount of Funds or Other Consideration", is hereby amended by adding the following statements: On March 10, 1998, the Company issued to PSEF as a payment for late registration Warrants for the purchase of 3,000 shares Common Stock at $2.90 per share. On March 16, 1998, the Group, consisting of PSEF, Gary D. Halbert ("Halbert") and John F. Mauldin ("Mauldin"), purchased directly from the Company in a private transaction: (a) 750 shares of Series B Convertible Preferred Stock (the "Preferred Stock"); and (b) Warrants, all of which were convertible into shares of Class A Common Stock, $0.01 par value, of the Company, for an aggregate purchase price of $750,000 (including any brokerage commissions). The Preferred Stock may be converted into the Common Stock at any time at a price equal to 80% of average of the closing bid prices on NASDAQ for the five trading days preceding the date of conversion; subject to a minimum conversion price and a maximum conversion price. The Company has agreed to pay the difference if the conversion price is below such minimum conversion price by delivering a promissory note. The Warrants are convertible at any time for up to three years at the closing bid price per share of the Common Stock on March 16, 1998. 6 Item 5 of the Statement, "Interest in Securities of the Issuer", is hereby amended by adding the following statements: (a) and (b) The aggregate number of shares of Common Stock owned beneficially by the Group as of the close of business on March 16, 1998 was 754,794, or approximately 14.27% of the shares of Common Stock outstanding. This percentage is based upon (a) an assumed conversion price per share of $1.85 and (b) 4,704,956 shares of Common Stock reported to be issued in the March 13, 1998 transaction documents between the Company and the Group plus 584,078 shares of Common Stock due upon conversion and exercise of the Preferred Stock and Warrants, respectively. The shares of Common Stock beneficially owned by PSEF were purchased with working capital. The shares of Common Stock beneficially owned by Halbert and Mauldin were purchased with personal funds.
Number of Shares Directly Percentage of Ownership Owned Outstanding Shares* PSEF 606,509 11.46 % Gary D. Halbert 88,971 1.69 % John F. Mauldin 59,314 1.12 % TOTAL 754,794 14.27 %
(c) PSEF sold Common Stock of the Company in the following brokered transactions on the NASDAQ Small Cap Market (dates are settlement dates):
Date No. of Shares Price Transaction 2/03/98 2,200 $2.73 sold 2/05/98 8,000 2.77 sold 2/09/98 1,200 2.80 sold 2/10/98 5,200 2.73 sold 2/11/98 6,300 2.77 sold
(d) Except as indicated in this Item 5, neither the members of Group nor, to the best knowledge of the members of the Group (with respect to each of their respective Item 7 of the Statement, "Material to be Filed as Exhibits", is hereby amended and restated as follows: Exhibit 1, the Joint Filing Agreement, is attached hereto. 7 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct, and the undersigned agree that this statement shall be filed on behalf of each of them. Dated: March 19, 1998 PROFUTURES SPECIAL EQUITIES FUND, L.P. By: ProFutures Fund Management, Inc., a General Partner By: /s/ Gary D. Halbert ------------------------------------- Gary D. Halbert, President /s/ Gary D. Halbert ----------------------------------------- Gary D. Halbert /s/ John F. Mauldin ----------------------------------------- John F. Mauldin Each of such Reporting Persons certifies only the information stated herein regarding such Reporting Person. 8 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement EX-99.1 2 JOINT FILING AGREEMENT 1 Exhibit 1 Joint Filing Agreement The undersigned hereby agree that this statement is filed on behalf of each of them. Dated: March 19, 1998 PROFUTURES SPECIAL EQUITIES FUND, L.P. By: ProFutures Fund Management, Inc., a General Partner By: /s/ Gary D. Halbert ------------------------------------- Gary D. Halbert, President /s/ Gary D. Halbert ----------------------------------------- Gary D. Halbert /s/ John F. Mauldin ----------------------------------------- John F. Mauldin -----END PRIVACY-ENHANCED MESSAGE-----