SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PTI, INC. (f/k/a PHYSIO-TECHNOLOGY, INC.)
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
719433104
(CUSIP Number)
Mr. John C. Castel
HC, Inc.
6700 S.W. Topeka Blvd.
Forbes Field Bldg. 281-G
Topeka, KS 66619
(800) 255-3554
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
with copies to:
Howard H. Mick, Esq.
Stinson, Mag & Fizzell, P.C.
1201 Walnut, Suite 2800
Kansas City, MO 64106
(816)842-8600
April 2, 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. __
*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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 719433104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KANSAS
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, no par value
per share (the "Common Stock"), of PTI, Inc., a Kansas
corporation (the "Issuer"), which has its principal executive
offices at 6700 S.W. Topeka Boulevard, Forbes Field Building 281-G,
Topeka, Kansas 66619.
Item 2. Identity and Background.
This Schedule 13D is being filed pursuant to Rule 13d-2 of
the Securities and Exchange Act of 1934, as amended (the "Act").
It is filed by HC, Inc., a Kansas corporation ("HC"). Until
April 2, 1997, the principal business of HC included acting as
the parent company of the Issuer. HC is also a fifty percent
(50%) owner of Accelerated Care Plus, L.L.C., a Delaware limited
liability company that leases equipment to long term care
facilities and provides disposables and clinical services to such
care facilities. As discussed in Item 3, HC is no longer the
parent company of the Issuer. The principal business and office
address of HC is 6700 S.W. Topeka Boulevard, Forbes Field
Building 281-G, Topeka, Kansas 66619.
(d) During the last five years, HC has not been convicted
in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, HC has not been a party to
a civil proceeding of a judicial or administrative body
of competent jurisdiction and therefore was not and is
not 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 as a result of any such proceeding.
Item 3. Source and Amount of Funds or Other Consideration.
In Amendment No. 1 to the Schedule 13D of HC (f/k/a HCI,
Inc.), which was filed with the Securities and Exchange
Commission (the "SEC") on December 24, 1991 ("Amendment No. 1"),
HC incorrectly reported the number of shares of the Issuer's
Common Stock acquired by HC upon the conversion of the 10% Series
A Convertible Subordinated Debenture on September 3, 1989 as
15,822,338 shares. The number of shares of the Issuer's Common
Stock actually acquired by HC as a result of such conversion was
16,731,027 shares of Common Stock. However, the 19,028,147
shares of Common Stock reported as the total number of shares
beneficially owned by HC as of September 3, 1989 was reported
correctly.
In Amendment No. 1, HC also incorrectly reported the number
of shares of the Issuer's Common Stock over which it had sole
<PAGE>
voting power and sole dispositive power, and which it
beneficially owned as 19,547,980 shares. The 19,547,980 shares
reported mistakenly included 479,375 shares of the Issuer's
Common Stock owned by Mr. Castel and his wife, Dawn Castel,
individually. The number of shares of the Issuer's Common
Stock over which HC actually had sole voting power and sole
dispositive power, and which it actually beneficially owned on
December 24, 1991 was 19,068,605 shares of the Issuer's Common
Stock, consisting of (i) 2,297,120 shares acquired from KDF and
reported in the original Schedule 13D filed on June 16, 1989,
(ii) 16,731,027 shares acquired upon conversion of the Series A
Debenture on September 3, 1989, and (iii) 40,458 shares which
could have been acquired by HC upon the conversion of the 10%
Series B Convertible Subordinated Debenture. The 19,068,605
shares of the Issuer's Common Stock beneficially owned by HC on
December 24, 1991 represented 91.30% of the Issuer's 20,844,772
shares outstanding on that date.
On June 30, 1993, HC acquired 62,070 shares of the Issuer's
Common Stock upon the conversion of the 10% Series B Convertible
Subordinated Debenture previously reported in Amendment No. 1.
The shares of Common Stock acquired upon the conversion of the
10% Series B Convertible Subordinated Debenture were not acquired
in exchange for any "funds or other consideration" paid at the
time of such conversion. As a result of such conversion, on June
30, 1993, HC had sole voting power and sole dispositive power
over, and beneficially owned 19,090,217 shares of the Issuer's
Common Stock, which represented 91.31% of the Issuer's 20,906,842
shares outstanding on that date.
On June 30, 1993, HC acquired 23,819 shares of the Issuer's
Common Stock from the Issuer in exchange for a reduction of
$123,600 of the debt the Issuer owed to HC. As a result of the
acquisition, on June 30, 1993, HC had sole voting power and sole
dispositive power over, and beneficially owned 19,114,036 shares
of the Issuer's Common Stock, which represented 91.42% of the
Issuer's 20,906,842 shares outstanding on that date.
On May 10, 1994, HC sold 200,000 shares of the Issuer's
Common Stock to the Frank C. Sabatini IRA in exchange for $50,000
in cash, which Mr. Sabatini's IRA paid from its personal funds.
As a result of the sale, on May 10, 1994, HC had sole voting
power and sole dispositive power over, and beneficially owned
18,914,036 shares of the Issuer's Common Stock, which represented
90.47% of the Issuer's 20,906,842 shares outstanding on that
date.
On September 30, 1994, HC sold 204,000 shares of the
Issuer's Common Stock to Promatek Industries Ltd. ("Promatek") in
exchange for a $25,660 credit against HC's present and future
accounts payable with Promatek. Also on September 30, 1994, HC
sold another 795,000 shares of the Issuer's Common Stock, for a
total of 999,000 shares, to Promatek in exchange for the
assignment to HC of $100,000 of the Issuer's debt to Promatek.
After these two sales, <PAGE> on September 30, 1994, HC had sole voting
power and sole dispositive power over, and beneficially owned
17,915,036 shares of the Issuer's Common Stock, which represented
85.69% of the Issuer's 20,906,842 shares outstanding on that
date.
On October 12, 1994, HC sold 250,000 shares of the Issuer's
Common Stock to Joe Kay in exchange for $15,625 in cash, which
Mr. Kay paid from his personal funds. As a result, on October
12, 1994, HC had sole voting power and sole dispositive power
over, and beneficially owned 17,665,036 shares of the Issuer's
Common Stock, which represented 84.49% of the Issuer's 20,906,842
shares outstanding on that date.
On December 31, 1994, Dawn Castel contributed 68,062 shares
of the Issuer's Common Stock to the capital of HC. Also on
December 31, 1994, John C. Castel contributed 411,313 shares of
the Issuer's Common Stock to the capital of HC. The 479,375
shares of the Issuer's Common Stock contributed to the capital of
HC were not contributed in exchange for any "funds or other
consideration." As a result of these contributions, on December
31, 1994, HC had sole voting power and sole dispositive power
over, and beneficially owned 18,144,411 shares of the Issuer's
Common Stock, which represented 86.79% of the Issuer's 20,906,842
shares outstanding on that date.
On June 14, 1995, HC gifted 25,000 shares of the Issuer's
Common Stock to David Draper. The shares of the Issuer's Common
Stock gifted to Mr. Draper were not gifted in exchange for any
"funds or other consideration." As a result of the gift, on June
14, 1995, HC had sole voting power and sole dispositive power
over, and beneficially owned 18,119,411 shares of the Issuer's
Common Stock, which represented 86.67% of the Issuer's 20,906,842
shares outstanding on that date.
On December 31, 1996, John C. Castel contributed 67,675
shares of the Issuer's Common Stock to the capital of HC. The
shares of the Issuer's Common Stock contributed to the capital of
HC were not contributed in exchange for any "funds or other
consideration." As a result of the contribution, on December 31,
1996, HC had sole voting power and sole dispositive power over,
and beneficially owned 18,187,086 shares of the Issuer's Common
Stock, which represented 86.99% of the Issuer's 20,906,842 shares
outstanding on that date.
On April 1, 1997, Dawn Castel contributed 29 shares of the
Issuer's Common Stock to the capital of HC. Also on April 1,
1997, John C. Castel contributed 54 shares of the Issuer's Common
Stock to the capital of HC. The 83 shares of the Issuer's Common
Stock contributed to HC were not contributed in exchange for any
"funds or other consideration." As a result of the
contributions, on April 1, 1997, HC had sole voting power and
sole dispositive power over, and beneficially owned 18,187,169
shares of the Issuer's Common Stock, <PAGE> which represented 86.99% of
the Issuer's 20,906,842 shares outstanding on that date.
On April 2, 1997, HC made a distribution to its stockholders
in proportion to their respective stock ownership of all
18,187,169 shares of Common Stock of the Issuer held by HC. The
shares of the Issuer's Common Stock distributed to the
stockholders of HC were not issued in exchange for any "funds or
other consideration." The shares were deemed to have no market
value because there is no trading market in the stock, the Issuer
has very few operating assets and its liabilities substantially
exceed the value of its assets. After the completion of the
distribution, HC no longer owned any Common Stock of the Issuer.
Therefore, as of April 3, 1997, HC did not have voting power or
dispositive power over, and HC did not beneficially own any
shares of the Issuer's Common Stock.
Item 4. Purpose of Transaction.
On June 30, 1993, HC received 23,819 shares of the Issuer's
Common Stock in exchange for a reduction of $123,600 of the debt
the Issuer owed to HC. During 1993, HC provided a $1,000,000
line of credit to the Issuer, with 12% interest due quarterly or
the option to convert the interest due to principal at the rate
of 115% of the interest then due. As an inducement to provide
the line of credit, the Issuer granted HC an amount equal to 10%
of the Issuer's gross revenues from the sale of its
electromedical products, until such royalty payments equaled
$4,500,000. The Issuer was in default on the line of credit due
to non-compliance with certain loan covenants. In order to
induce HC to continue providing the line of credit, waive
compliance with certain loan covenants, waive interest on the
line of credit, and waive the royalties payable on sales of
electromedical products, the Issuer sold HC 23,819 shares of its
Common Stock in exchange for a reduction of $123,600 of the debt
the Issuer owed to HC under the line of credit.
On May 10, 1994, HC sold 200,000 shares of the Issuer's
Common Stock to the Frank C. Sabatini IRA in exchange for $50,000
in cash. The funds were used by HC to develop a business plan
for the Issuer for the purposes of raising capital in a public
offering or private placement of the Issuer's securities. The
Issuer was not successful in pursuing such a public offering or
private placement.
On September 30, 1994, HC sold 204,000 shares of the
Issuer's Common Stock to Promatek in exchange for a $25,660
credit from Promatek to be used by HC to pay for certain product
development services performed by Promatek. The credit was to be
applied toward present and future development costs per HC's
purchase orders.
<PAGE>
Also on September 30, 1994, HC sold another 795,000 shares
of the Issuer's Common Stock to Promatek in exchange for the
assignment to HC of $100,000 of the Issuer's debt to Promatek.
HC accepted the debt assignment as consideration for the Issuer's
Common Stock in order to induce Promatek to continue providing
product development services to the Issuer.
On October 12, 1994, HC sold 250,000 shares of the Issuer's
Common stock to Joe Kay in exchange for $15,625 in cash. The
funds were used to provide general working capital for HC, and
indirectly, the Issuer.
On December 31, 1994, Dawn Castel contributed 68,062 shares
of the Issuer's Common Stock to the capital of HC. Also on
December 31, 1994, John C. Castel contributed 411,313 shares of
the Issuer's Common Stock to the capital of HC. The 479,375
shares of the Issuer's Common Stock that Mr. Castel and his wife,
Dawn, contributed to HC were contributed to HC because Mr. Castel
and his wife, the sole shareholders of HC, desired that such
shares be held by a corporation wholly owned by them, rather than
held individually.
On June 14, 1995, HC gifted 25,000 shares of the Issuer's
Common Stock to David Draper for personal reasons.
On December 31, 1996, John C. Castel contributed another
67,675 shares of the Issuer's Common Stock to the capital of HC.
On April 1, 1997, Dawn Castel gifted 29 shares of the Issuer's
Common Stock to HC. Also on April 1, 1997, Mr. Castel gifted 54
shares of the Issuer's Common Stock to HC. The 67,758 shares of
the Issuer's Common Stock that Mr. Castel and his wife, Dawn,
either contributed or gifted to HC were contributed or gifted to
HC because Mr. Castel and his wife, the sole shareholders of HC,
desired that such shares be held by a corporation wholly owned by
them, rather than held individually.
All of the stock of HC was sold to a third party (the
"Buyer") on April 4, 1997. The Buyer did not wish to acquire and
HC did not wish to sell any of the Common Stock of the Issuer.
As a result, HC distributed the Common Stock to its stockholders
on April 2, 1997, as described in Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a) As of April 3, 1997, HC did not hold or beneficially
own any shares of the Common Stock of the Issuer, which
represented 0% of the 20,906,842 shares of Common Stock
then outstanding.
(b) HC's power to vote or dispose of the shares of the
Issuer's Common Stock reported as being beneficially
owned by it on <PAGE> the dates of each transaction reported
in this Schedule 13D was as follows:
Voting Disposition
Date COMMON Sole Shared Sole Shared
STOCK
12/24/91 HC 19,028,147 19,028,147 19,028,147 19,028,147
6/30/93 HC 19,090,217 19,090,217 19,090,217 19,090,217
6/30/93 HC 19,114,036 19,114,036 19,114,036 19,114,036
5/10/94 HC 18,914,036 18,914,036 18,914,036 18,914,036
9/30/94 HC 17,915,036 17,915,036 17,915,036 17,915,036
10/12/94 HC 17,665,036 17,665,036 17,665,036 17,665,036
12/31/94 HC 18,144,411 18,144,411 18,144,411 18,144,411
6/14/95 HC 18,119,411 18,119,411 18,119,411 18,119,411
12/31/96 HC 18,187,086 18,187,086 18,187,086 18,187,086
4/1/97 HC 18,187,169 18,187,169 18,187,169 18,187,169
4/2/97 HC 0 0 0 0
(c) See Items 3 and 4 above.
(d) Not applicable.
(e) April 2, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
The following material is filed as an Exhibit to this
Schedule 13D:
None.
<PAGE>
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.
Date: June 24, 1997.
HC, INC.
By: /s/ John C. Castel
Name: John C. Castel
Title: President
