SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
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
Castel Holdings, 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
June 26, 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
John C. Castel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF and OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF 19,661,169
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING 19,661,169
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,661,169
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.04%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 719433104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Castel Holdings, Inc.
742818116
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 19,661,169
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
REPORTING 19,661,169
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,661,169
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.04%
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.
(a) 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 in conformity with Rule 13d-1(f)(1)
of the Act as a joint filing by John C. Castel,
a natural person ("Mr. Castel"), and Castel Holdings,
Inc., a Kansas corporation ("Castel Holdings").
(b) The business address of Mr. Castel is 6700 S.W. Topeka
Boulevard, Forbes Field Building 281-G, Topeka, Kansas
66619.
(c) Mr. Castel is a Senior Vice President of Accelerated
Care Plus, LLC, a Delaware limited liability company.
(d) During the last five years, neither Mr. Castel nor
Castel Holdings has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Mr. Castel nor
Castel Holdings has 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.
(f) Mr. Castel is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
In the Schedule 13D of Castel Holdings and Mr. Castel, which
was filed with the Securities and Exchange Commission (the "SEC")
on April 14, 1997 (the "Schedule 13D"), Castel Holdings and Mr.
Castel incorrectly reported the number shares of the Issuer's
Common Stock distributed to Mr. Castel pursuant to a distribution
to the stockholders of HC, Inc. ("HC") of all of the shares of
Common Stock of the Issuer held by HC as 17,804,722 shares. The
number of shares of the Issuer's Common Stock actually
distributed to Mr. Castel as a result of such distribution was
17,572,443 shares.
<PAGE>
In the Schedule 13D, Castel Holdings and Mr. Castel also
incorrectly reported the number of shares of the Issuer's Common
Stock that Mr. Castel contributed to the capital of Castel
Holdings as 18,403,133 shares, consisting of the 17,804,722
shares reported as distributed to him by HC, and 598,411 shares
previously held by him. The number of shares of the Issuer's
Common Stock that Mr. Castel actually contributed to the capital
of Castel Holdings was 17,847,443 shares, consisting of the
17,572,443 shares actually distributed to him by HC, and 275,000
shares previously held by him.
As a result, the Schedule 13D also incorrectly reported the
number of shares of the Issuer's Common Stock over which Castel
Holdings and Mr. Castel had sole voting power and sole
dispostitive power, and which Castel Holdings and Mr. Castel
beneficially owned as 19,847,251 shares. The number of shares of
the Issuer's Common Stock over which Castel Holdings and Mr.
Castel actually had sole voting power and sole dispositive power,
and which Castel Holdings and Mr. Castel actually beneficially
owned on April 14, 1997 was 19,461,169 shares of the Issuer's
Common Stock, consisting of (i) the 17,847,443 shares contributed
to the capital of Castel Holdings by Mr. Castel, (ii) the 999,000
shares of the Issuer's Common Stock purchased by Mr. Castel from
Promatek Industries, Ltd. and then transferred to Castel
Holdings, as reported in the Schedule 13D, and (iii) 614,726
shares of the Issuer's Common Stock contributed to the capital of
Castel Holdings by Dawn Castel, Mr. Castel's wife. The
19,461,169 shares of the Issuer's Common Stock beneficially owned
by Castel Holdings and Mr. Castel on April 14, 1997 represented
93.09% of the Issuer's 20,906,842 shares outstanding on that
date.
On June 26, 1997, Mr. Castel purchased 200,000 shares of the
Common Stock of the Issuer from the Frank S. Sabatini IRA (the
"Sabatini IRA") pursuant to a repurchase commitment made at the
time of the sale of such shares for a purchase price of $50,000
plus an interest increment in the amount of $25,062.84 for the
period from June 28, 1996 through June 18, 1997 at an effective
rate of 13.25%, for a total purchase price equal to $75,062.84,
paid in cash from Mr. Castel's personal funds. Also on June 26,
1997, Mr. Castel contributed the 200,000 shares of Common Stock
purchased from the Sabatini IRA to the capital of Castel
Holdings. The 200,000 shares of the Issuer's Common stock
contributed to the capital of Castel Holdings were not
contributed in exchange for any "funds or other consideration."
After the completion of the transaction explained above, Mr.
Castel no longer owned any Common Stock of the Issuer. However,
Castel Holdings currently owns 19,661,169 shares of the Common
Stock of the Issuer and Mr. Castel is the sole stockholder and
the sole director of Castel Holdings. Therefore, Mr. Castel is
deemed to beneficially own the Common Stock of the Issuer owned
by Castel Holdings.
<PAGE>
Item 4. Purpose of Transaction.
The 200,000 shares of Common Stock acquired by Mr. Castel
from the Sabatini IRA were acquired as a result of the exercise,
on June 28, 1996, by the Sabatini IRA of a put option granted to
the Sabatini IRA by Mr. Castel on May 18, 1994.
The 200,000 shares of Common Stock that Mr. Castel
transferred to Castel Holdings in exchange for a note were
transferred because Mr. Castel desired that such shares be held
by a corporation wholly owned by him. Castel Holdings, as the
new parent company of the Issuer, is now in a position to acquire
the assets of the Issuer and sell them to a third party, as
explained below.
Castel Holdings currently intends to acquire the remaining
assets of the Issuer pursuant to K.S.A. Section 17-6703, the
Kansas short-form merger statute and then sell such assets to the
Buyer in exchange for reimbursement for certain liabilities. The
Issuer's assets consist primarily of approximately $150,000.00 in
accounts receivable and it had a negative net worth of
$495,768.00 on December 31, 1996. It is estimated that the
Issuer's stockholders will receive approximately one to two cents
per share as a result of the merger discussed above. Prior to
any actions being taken with respect to the merger discussed
above, the Issuer intends to file a Schedule 13e-3 Transaction
Statement with the Securities and Exchange Commission. The
Schedule 13e-3 Transaction Statement will contain audited
financial statements and further information regarding the
operations of the Issuer and recent transactions.
Item 5. Interest in Securities of the Issuer.
(a) As of July 10, 1997, Castel Holdings held and
beneficially owned 19,661,169 shares of Common Stock,
which represented approximately 94.04% of the
20,906,842 shares of Common Stock then outstanding. As
of July 10, 1997, Mr. Castel beneficially owned a total
of 19,661,169 shares of Common Stock, which represented
approximately 94.04% of the 20,906,842 shares of Common
Stock then outstanding.
(b) As of July 10, 1997, Mr. Castel's and Castel Holdings'
power to vote or dispose of the shares of Common Stock
reported as being beneficially owned by him or it was
as follows:
Voting Disposition
COMMON STOCK Sole Shared Sole Shared
Mr. Castel 19,661,169 0 19,661,169 0
Castel Holdings 19,661,169 0 19,661,169 0
<PAGE>
(c) See Items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
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.
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: July 10, 1997.
/s/ John C. Castel
John C. Castel
CASTEL HOLDINGS, INC.
By: /s/ John C. Castel
Name: John C. Castel
Title: President
