-----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, QgfZszXEdjAHiTPaa55CWBWJPqPx9jyVFj71mBVXkfiIfvkrwOhtQzKmTfixqMRj g8X7CcWby3iC79CSfle6pA== /in/edgar/work/20000817/0000950134-00-007203/0000950134-00-007203.txt : 20000922 0000950134-00-007203.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950134-00-007203 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000817 GROUP MEMBERS: GARY D HALBERT GROUP MEMBERS: PROFUTURES SPECIAL EQUITIES FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: [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: 704853 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11612 BEE CAVE ROAD STREET 2: STE 100 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 5122633800 MAIL ADDRESS: STREET 1: 11612 BEE CAVE ROAD STREET 2: STE 100 CITY: AUSTIN STATE: TX ZIP: 78738 SC 13D/A 1 sc13da.txt AMENDMENT NO. 5 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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. 11612 Bee Cave Road -- Suite 100, Austin, Texas 78738 (512) 263-3800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 17, 2000 (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 430,283 8) Shared Voting 691,575 9) Sole Dispositive Power 430,283 10) Shared Dispositive Voting Power 691,575 11) Aggregate Amount Beneficially Owned by each Reporting Person 691,575 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [__] 13) Percent of Class Represented by Amount in Row 11: 9.62% 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 261,292 8) Shared Voting 691,575 9) Sole Dispositive Power 261,292 10) Shared Dispositive Voting Power 691,575 11) Aggregate Amount Beneficially Owned by each Reporting Person 691,575 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [__] 13) Percent of Class Represented by Amount in Row 11: 9.62% 14) Type of Reporting Person IN 4 - --------------- 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: 11612 Bee Cave Road -- Suite 100 Austin, Texas 78738 Criminal and Civil Proceedings: None (2) Name: Gary D. Halbert Citizenship: USA Principal Business: President, ProFutures Fund Management, Inc., authorized agent of ProFutures Special Equities Fund, L.P., Investment Management Address of Principal Business and Office: 11612 Bee Cave Road -- Suite 100 Austin, Texas 78738 (3) John F. Mauldin resigned as an officer of ProFutures in September 1999. He is no longer part of the Group. 5 Items 5(a)-(c) of the Statement, "Interest in Securities of the Issuer", are 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 July 27, 2000 was 760,075, or approximately 10.57% of the shares of Common Stock outstanding. This percentage is based upon 7,016,832 shares of Common Stock reported to be issued in Company's Form S-3 filed on July 14, 2000, plus 170,416 shares of Common Stock due upon exercise of the Group's Warrants. The shares of Common Stock beneficially owned by PSEF were purchased with working capital. The shares of Common Stock beneficially owned by Halbert were purchased with personal funds.
Number of Shares Directly Percentage of Ownership Owned Outstanding Shares* PSEF 430,283 5.98 % Gary D. Halbert 261,292 3.64 % TOTAL 691,575 9.62 %
(c) Over the past 60 days, 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 6/22/00 5,000 $1.31 sold 6/22/00 11,000 $1.25 sold 6/23/00 5,000 $1.31 sold 6/29/00 17,000 $1.29 sold 6/30/00 2,100 $1.25 sold 6/30/00 10,000 $1.19 sold 7/10/00 1,000 $1.2187 sold 7/12/00 4,000 $1.1560 sold 7/21/00 28,100 $1.1238 sold 7/24/00 30,500 $1.1238 sold 7/25/00 10,000 $1.1560 sold 7/26/00 12,000 $1.1250 sold 7/26/00 1,000 $1.25 sold 7/28/00 2,000 $1.09 sold 8/07/00 7,000 $.88 sold 8/09/00 15,000 $.84 sold 8/10/00 11,000 $.84 sold 8/11/00 3,500 $.84 sold 8/14/00 17,000 $.84 sold
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. 6 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: August 17, 2000 PROFUTURES SPECIAL EQUITIES FUND, L.P. By: ProFutures Fund Management, Inc., authorized agent By: /s/ Gary D. Halbert ------------------------------------- Gary D. Halbert, President /s/ Gary D. Halbert ----------------------------------------- Gary D. Halbert Each of such Reporting Persons certifies only the information stated herein regarding such Reporting Person. 7 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement EX-99.1 2 ex99-1.txt 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: August 17, 2000 PROFUTURES SPECIAL EQUITIES FUND, L.P. By: ProFutures Fund Management, Inc., authorized agent By: /s/ Gary D. Halbert ------------------------------------- Gary D. Halbert, President /s/ Gary D. Halbert ----------------------------------------- Gary D. Halbert -----END PRIVACY-ENHANCED MESSAGE-----