<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HELP AT HOME, INC.
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
422913103
(CUSIP Number)
Thomas A. Huser, Esq.
Quadrant Management, Inc.
127 East 73rd Street
New York, New York 10021
(212) 439-9292
(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 / / .
(Continued on following page(s))
Page 1 of 12 Pages
Exhibit Index Appears on Page 5
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CUSIP NO. 422913103 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbard Limited (no Fed. I.D. No.)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin
Islands
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER 217,000 Shares
OF
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED
BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 217,000 Shares
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 217,000 Shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 422913103 13D Page 3 of 12 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Amendment"), filed with
respect to events that occurred on July 1, 1997, relates to shares of Common
Stock, par value $0.02 per share, of Help at Home, Inc., a Delaware corporation
(the "Common Stock" and the "Issuer", respectively), whose principal executive
offices are located at 223 W. Jackson, Suite 500, Chicago, Illinois 60606.
Item 2. Identity and Background.
This Statement is filed by Herbard Limited, a British Virgin
Islands corporation ("Herbard").
Herbard may be deemed to be controlled by the Phyllis Quasha
Revocable Trust. Phyllis G. Quasha, as the settlor of the Trust, may be deemed
to control the Trust. Based upon the foregoing considerations, for purposes of
General Instruction C to Schedule 13D, the Phyllis Quasha Revocable Trust and
Phyllis G. Quasha (collectively, the "Instruction C Persons") may be deemed to
control Herbard.
Exhibit A sets forth the name, place of organization, principal
business, address of principal business and address of principal office of
Herbard and each Instruction C Person.
The name, citizenship, business address and present principal
occupation or employment of each executive officer and director of Herbard and
each of the Instruction C Persons, as well as the name, principal business and
address of the corporation or other organization in which such occupation or
employment is conducted, are set forth in Exhibit B.
During the five years prior to the date hereof, neither Herbard
nor, to the best of their knowledge, any of the Instruction C Persons or any
executive officer or director of Herbard or any of the Instruction C Persons,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person 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.
<PAGE> 4
CUSIP NO. 422913103 13D Page 4 of 12 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The funds for purchase by Herbard of the 50,000 shares of Common
Stock purchased on July 1, 1997, an aggregate of $187,500.00, came from the
general corporate funds of Herbard.
Item 4. Purpose of the Transaction.
On July 1, 1997, Herbard purchased 50,000 shares of Common Stock in
transactions in the over-the-counter market at a price of $3.75 per share or an
aggregate of $187,500.
Item 5. Interest in Securities of the Issuer.
(a)&(b) As of May 2, 1997, the Issuer had a total of 1,869,375
shares of Common Stock issued and outstanding as disclosed in the Issuer's Form
10-QSB for the quarterly period ending March 31, 1997.
Pursuant to Rule 13d-3, Herbard may be deemed to beneficially own
an aggregate of 217,000 shares of Common Stock, including 167,000 shares
issuable on conversion, exercise or exchange of other securities as contemplated
by Rule 13d-3(d)(1)(i). Pursuant to Rule 13d-3(d)(1)(i), such 217,000 shares of
Common Stock constitute an aggregate of approximately 10.7% of the outstanding
Common Stock.
(c) Other than the transactions described in this Statement and
those described in the Statement on Schedule 13D filed by Herbard on July 7,
1997 with regard to the Warrants to purchase Common Stock of the Issuer, no
transactions in the shares of Common Stock have been effected during the past 60
days by Herbard, or, to the best of their knowledge, the Instruction C Persons
or any of the persons named in Exhibit B.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of the Issuer.
Neither Herbard nor, to the best of its knowledge, any executive
officer or director thereof, has any contract, arrangement, understanding or
relationship with one or more security holders of the Issuer or others, with
respect to the purchase, holding, voting or disposition of shares of Common
Stock or other securities of the Issuer which are convertible or exercisable
into such shares. Each of such persons reserves the right to enter into any such
contract, arrangement, understanding or relationship in the future.
<PAGE> 5
CUSIP NO. 422913103 13D Page 5 of 12 Pages
Item 7. Material to be Filed as Exhibits. Page
----
Exhibit A: Information concerning 7
Reporting Persons and Instruction C Persons.
Exhibit B: Information concerning 10
Reporting Persons' and Instruction C Persons' Officers,
Directors and Others.
Exhibit C: Power of Attorney of 12
Herbard Limited granted to Thomas A. Huser.
<PAGE> 6
CUSIP NO. 422913103 13D Page 6 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 10, 1997
HERBARD LIMITED
By: /s/ Thomas A. Huser
--------------------------------
Thomas A. Huser, its
Attorney-in-Fact
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description
99.A Information concerning Reporting Persons and
Instruction C Persons.
99.B Information concerning Reporting Persons'
and Instruction C Persons' Officers, Directors
and Others.
99.C Power of Attorney of Herbard Limited
granted to Thomas A. Huser.
<PAGE> 1
CUSIP NO. 422913103 13D Page 7 of 12 Pages
EXHIBIT A
Name: Herbard Limited
Place of Organization: British Virgin Islands
Principal Business: A holding company
Address of Principal Business: P.O. Box 438
Road Town, Tortola
British Virgin Islands
Address of Principal Office: P.O. Box 438
Road Town, Tortola
British Virgin Islands
<PAGE> 2
CUSIP NO. 422913103 13D Page 8 of 12 Pages
EXHIBIT A
Name: Phyllis Quasha Revocable Trust
Place of Organization: Bermuda
Principal Business: A personal trust
Address of Principal Business: c/o Grosvenor Trust Company Limited
Airlie House
33 Church Street
Hamilton, Bermuda
Address of Principal Office: c/o Grosvenor Trust Company Limited
Airlie House
33 Church Street
Hamilton, Bermuda
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CUSIP NO. 422913103 13D Page 9 of 12 Pages
EXHIBIT A
Name: Phyllis Grant Quasha
Residence Address: Suite 12
Lyford Cay
Nassau, Bahamas
Principal Occupation: Private investor
Citizenship: Australia
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CUSIP NO. 422913103 13D Page 10 of 12 Pages
EXHIBIT B
HERBARD LIMITED
<TABLE>
<CAPTION>
Position
Name with Company Occupation Principal Address
---- ------------ ---------- -----------------
<S> <C> <C> <C>
SCS Limited Director Management P.O. Box 438
Company Road Town, Tortola
British Virgin Islands
Gordon Howard President Trust Company Grosvenor Trust Company Limited
Executive Airlie House
33 Church Street
Hamilton, Bermuda
Norman Holbrow Vice President Trust Company Grosvenor Trust Company Limited
Executive Airlie House
33 Church Street
Hamilton, Bermuda
Jill Clifford Secretary/ Trust Company Grosvenor Trust Company Limited
Treasurer Executive Airlie House
33 Church Street
Hamilton, Bermuda
</TABLE>
<PAGE> 2
CUSIP NO. 422913103 13D Page 11 of 12 Pages
EXHIBIT B
PHYLLIS QUASHA REVOCABLE TRUST
<TABLE>
<CAPTION>
Position
Name with Company Occupation Principal Address
---- ------------ ---------- -----------------
<S> <C> <C> <C>
Grosvenor Trust Corporate Corporate Grosvenor Trust Company Limited
Company Limited Trustee Trustee Airlie House
33 Church Street
Hamilton, Bermuda
Phyllis G. Quasha Settlor Private Investor Suite 12
Lyford Cay
Nassau, Bahamas
</TABLE>
<PAGE> 1
CUSIP NO. 422913103 13D Page 12 of 12 Pages
Exhibit C
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Herbard Limited (the "Corporation")
does hereby make, constitute and appoint THOMAS A. HUSER as true and lawful
attorney-in-fact of the Corporation, to act in the name, place and stead of the
Corporation:
To negotiate, execute and deliver any and all agreements, documents,
instruments and certificates, and to take any and all actions, of whatsoever
kind, with regard, directly or indirectly, to any filings, notices,
authorizations or actions required or advisable to be made with, given to,
obtained from or otherwise to comply with the rules and regulations of the
Securities and Exchange Commission, any state or any other governmental office
or body, in connection with the record of beneficial ownership or other interest
by the Corporation of, or any transactions relating in any way to, any
securities of HELP AT HOME, INC., including, without limitation, (1) any
statements on Schedule 13D and any amendments thereto, (2) any joint filing
agreements pursuant to Rule 13d-1 (f) promulgated under the Securities Exchange
Act of 1934, as amended, and any amendments thereto, (3) any initial statements
of beneficial ownership on Form 3, and (4) any statements of change in
beneficial ownership on Form 4 or Form 5.
Giving and granting unto said attorney-in-fact full power and authority
to do and perform any and every act and whatsoever requisite, necessary, or in
the opinion of said attorney-in-fact, desirable to be done in connection with
the foregoing, as fully and to intents and purposes as the undersigned might or
could do if personally present, by its officers, hereby ratifying and confirming
all acts that said attorney-in-fact shall do or cause to be done by virtue
hereof.
The Corporation hereby agrees to indemnify and hold harmless said
attorney-in-fact for any claims, liabilities, costs or expenses, including
reasonable attorney's fees, incurred by said attorney-in-fact arising out of, or
in any way connected with, performance by said attorney-in-fact of any and all
acts duly authorized hereunder by the Corporation unless such claims arise out
of the wilful or grossly negligent disregard by such attorney-in-fact of his
obligations hereunder.
This Power of Attorney shall expire on July 3, 1999.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be duly executed this 3rd day of July, 1997.
HERBARD LIMITED
By SCS LIMITED, sole director
By: /s/ Derek G. Andrew
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