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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACADIA NATIONAL HEALTH SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
004042 10 7
(CUSIP Number)
MARK T. THATCHER, ESQ.
360 Thames Street, First Floor
Newport, Rhode Island 02840
(401) 841-9444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 12, 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 the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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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).
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CUSIP No. 004042 10 7 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PRI, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) | |
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
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-------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
THOMAS N. HACKETT, President
300,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY -------------------------------------------------
9 SOLE DISPOSITIVE POWER
THOMAS N. HACKETT, President
300,000
REPORTING -------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
300,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Statement relates to the Common Stock of Acadia National
Health Systems, Inc., a Colorado corporation (the "Company"), which has
its principal corporate offices at 460 Main Street, Lewiston, Maine 04240.
Item 2. Identity and Background
(a) This Statement is being filed by PRI, Inc. (the "Shareholder").
(b) The business address of the Shareholder is 460 Main Street,
Lewiston, Maine 04240.
(c) The present principal occupation or employment of the President
of the Shareholder, Thomas N. Hackett, is Chief Executive Officer, President
and Director of Acadia National Health Systems, Inc., 460 Main Street,
Lewiston, Maine 04240.
(d) During the last five years, the Officers and/or Directors of
the Shareholder have not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the Officers and/or Directors of
the Shareholder were not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding were or are 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) The Officers and Directors of the Shareholder are
United States citizens.
Item 3. Source and Amount of Funds
The Shareholder holds the securities described herein in connection
with the sale of its assets to the Issuer, pursuant to the reorganization
of PRI and formation of the Issuer.
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The Shareholder owned 300,000 shares of Common Stock on May 12,
1997, when the Company received clearance from the Securities and Exchange
Commission on its registration statement filed November 13, 1996, subjecting
the Company to the reporting requirements of the Securities Exchange Act of
1934 pursuant to such filing.
Item 4. Purpose of Transaction
The Shareholder holds the Common Stock as a control person and
affiliate of the Issuer.
(a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.
(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
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(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed 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) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The Shareholder beneficially owns 300,000 shares of Common Stock,
representing 8.0% of the total issued and outstanding shares of Common
Stock. Thomas N. Hackett, President of the Shareholder, has sole power to
direct the vote of these shares and sole power to direct the disposition of
such shares.
(a) Ownership of the Shareholder as of the date of this filing:
Shares of PRI Percent
Name and Common Stock of
Address Class
Thomas N. Hackett 73 73.0%
Jacquelyn J. Magno 20 20.0%
The Estate of
John P. Doucette 5 5.0%
Wayne Brackley 2 2.0%
(b) The President and Majority stockholder of the Shareholder,
Thomas N. Hackett, has the sole power to vote and to dispose of the shares
described herein.
(c) Not applicable.
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(d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer
The Shareholder beneficially owns 300,000 shares of Common Stock
of the Company, representing 8.0% of the total issued and outstanding shares
of Common Stock of the Company. Thomas N. Hackett is the President of the
Shareholder and owns a 84.6% interest in the Shareholder. Pursuant to the
Articles of Incorporation and Bylaws of the Shareholder, Mr. Hackett has
the authority to vote or direct the vote of the Shareholder's shares of
Common Stock of the Company.
In addition, Mr. Hackett is Chairman of the Board of the Company.
Item 7. Material to be Filed as Exhibits
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 21, 1997
/s/ Mark T. Thatcher
MARK T. THATCHER, Filing Agent
PRI, Inc.
Acadia National Health Systems, Inc.
