<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
November 8, 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).
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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 112,523
8) Shared Voting 373,815
9) Sole Dispositive Power 112,523
10) Shared Dispositive Voting Power 373,815
11) Aggregate Amount Beneficially Owned by each
Reporting Person 373,815
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[--]
13) Percent of Class Represented by Amount in Row 11:
4.9%
14) Type of Reporting Person
PN
<PAGE> 3
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 373,815
9) Sole Dispositive Power 261,292
10) Shared Dispositive Voting Power 373,815
11) Aggregate Amount Beneficially Owned by each
Reporting Person 373,815
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[--]
13) Percent of Class Represented by Amount in Row 11:
4.9%
14) Type of Reporting Person
IN
<PAGE> 4
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"):
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 November 10, 2000 was
373,815, or approximately 4.9% of the shares of Common Stock outstanding. This
percentage is based upon 7,494,602 shares of Common Stock reported to be issued
and outstanding in the Company's November 14, 2000 Form 10-Q, plus 120,523
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.
<TABLE>
<CAPTION>
Number of
Shares Directly Percentage of
Ownership Owned Outstanding Shares*
<S> <C> <C>
PSEF 112,523 1.5%
Gary D. Halbert 261,292 3.4%
TOTAL 373,815 4.9%
</TABLE>
(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):
<TABLE>
<CAPTION>
Date No. of Shares Price Transaction
<S> <C> <C> <C>
08/29/00 5,000 $.81375 sold
09/07/00 10,000 $.78125 sold
09/19/00 35,000 $ .625 sold
09/20/00 10,000 $ .625 sold
09/26/00 30,000 $ .5625 sold
09/29/00 25,000 $ .50 sold
10/13/00 7,000 $.46875 sold
11/06/00 110,000 $ .47 sold
11/08/00 4,260 $ .4375 sold
</TABLE>
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.
<PAGE> 5
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: November 8, 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.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1 Joint Filing Agreement
</TABLE>
<PAGE> 7
Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed on behalf of
each of them.
Dated: November 8, 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
