<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---------
FIRST AMERICAN HEALTH CONCEPTS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
31852-M-10-5
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(CUSIP Number)
Robert J. Delsol, Pacific Steel Casting Company, 1425
Leimert Boulevard, Suite 400, Oakland, California CA
94602 Tel: (510) 428-0300
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1998
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(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 / /.
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).
(Continued on following page(s))
Page 1 of 10 Pages
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CUSIP No. 31852-M-10-5 13D Page 2 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
PACIFIC STEEL CASTING COMPANY 94-1067684
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds*
W/C, 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) X
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power 390,722 12.99%
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
--------------------------------------------------
(9) Sole Dispositive
Power 390,722 12.99%
--------------------------------------------------
(10) Shared Dispositive
Power -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
749,284 24.9%
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.9%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
CUSIP No. 31852-M-10-5 13D Page 3 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
PACIFIC STEEL CASTING PROFIT SHARING PLAN 94-6052192
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
W/C, 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 105,704 3.5%
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power 105,704 3.5%
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
749,284 24.9%
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
EP
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
CUSIP No. 31852-M-10-5 13D Page 4 of 10 Pages
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- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
PACIFIC STEEL CASTING PENSION PLAN 94-6270646
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
W/C, 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 151,086 5.02%
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power 151,086 5.02%
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
749,284 24.9%
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
EP
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
CUSIP No. 31852-M-10-5 13D Page 5 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
TRI-PACIFIC, INC. 94-2581249
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
W/C
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) Not applicable
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(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power 12,000 .39%
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power 12,000 .39%
--------------------------------------------------
(10) Shared Dispositive
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
749,284 24.9%
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.9%
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(14) Type of Reporting Person*
HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
CUSIP No. 31752-M-10-5 13D Page 6 of 10 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
ROBERT DELSOL ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
W/C, 00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) Not applicable
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 20,000 (options) .66%
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 729,284
--------------------------------------------------
(9) Sole Dispositive
Power 20,000 (options) .66%
--------------------------------------------------
(10) Shared Dispositive
Power 729,284
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
749,284 24.9%
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE>
Page 7 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (no par value) of:
First American Health Concepts, Inc.
7776 S. Pointe Parkway West, Suite 150
Phoenix, Arizona 85044-5424
ITEM 2. IDENTITY AND BACKGROUND.
Information regarding the persons filing this statement is as follows:
(1) Pacific Steel Casting Company
1333 Second Street
Berkeley, CA 94710
Pacific Steel Casting Company is a California corporation and is a
producer of carbon, lo-alloy and casteel products.
(2) The Pacific Steel Casting Profit Sharing Plan and the Pacific Steel
Casting Pension Plan are employee benefit and pension plans for employees of
Pacific Steel Casting Company.
(3) (a) Robert J. Delsol
(b) Residence address: 12 Marlin Cove,
Oakland, CA 94618
Business address: Alpha Capital Company, 1425 Leimert Boulevard,
Suite 400, Oakland, CA 94602
(c) Mr. Delsol is President and Chief Executive Officer of Pacific
Steel Casting Company and is trustee of the Pacific Steel
Casting Company Profit Sharing Plan and Pension Plan. Mr. Delsol
also is President, a shareholder and a director of Alpha Capital
Company, 1425 Leimert Boulevard, Suite 400, Oakland, CA 94602, and
a director of First American Health Concepts, Inc. Mr. Delsol also
is President of Tri-Pacific, Inc.
(d) and (e) During the last five (5) years, neither Pacific Steel
Casting Company, the Pacific Steel Profit Sharing Plan, the Pacific
Steel Pension Plan, Tri-Pacific, Inc., Alpha Capital Company nor
Robert J. Delsol have been convicted in any criminal proceeding or
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction in which any of them was subject to
any judgment, decree of final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
<PAGE>
Page 8 of 10 Pages
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securities laws or finding any violation with respect to such
laws.
(4) TRI-PACIFIC, INC.
Tri-Pacific is a California corporation and is a holding company.
Its subsidiaries are: Pacific Steel Casting Company and Alpha Capital
Company.
(f) Mr. Delsol is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- Alpha Capital owns directly 46,515 shares of First American common
stock. Its cost basis for these shares was $196,796. These purchases
were made from Alpha Capital's working capital.
- Pacific Steel Casting Company owns directly 390,722 shares of First
American common stock. The cost basis for these shares was $1,680,000.
The funds for this purchase came from the working capital of Pacific
Steel Casting.
- The Pacific Steel Casting Company Pension Plan owns 151,086 shares
of First American common stock. The cost basis for these shares was
$653,472. The funds for this purchase came from the capital of the
Pacific Steel Casting Company Pension Plan.
- The Pacific Steel Casting Company Profit Sharing Plan owns 105,704
shares of First American common stock. The cost basis for these shares
was $493,229. The funds for this purchase came from the capital of the
Pacific Steel Casting Company Profit Sharing Plan.
- Piece of the Pebble, a partnership, owns 23,257 shares of First
American common stock. The cost basis for these shares was $100,000.
Mr. Delsol is a general partner of Piece of the Pebble.
- Tri-Pacific, Inc. owns 12,000 shares of First American common stock.
The cost basis for these shares was $54,850. The funds for this
purchase came from the working capital of Tri-Pacific, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
Pacific Steel Casting Company, Pacific Steel Casting Company Pension
Plan, Pacific Steel Casting Company Profit Sharing Plan, Robert Delsol, Piece
of the Pebble, Alpha Capital Company and Tri-Pacific, Inc. have purchased the
First American common stock
<PAGE>
Page 9 of 10 Pages
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reported herein as an investment. None of them has any plans at present to
change the operations, business, capitalization or corporate structure of
First Amerian Health Concepts. Although these persons have no such plans at
present, they may, at a later date, decide to acquire additional shares of
First American common stock or dispose of part or all of their present
holdings in the open market transactions or private sales to third parties.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Robert J. Delsol owns 75% of Tri-Pacific, Inc., a holding company.
Tri-Pacific in turn owns 82% of Pacific Steel Casting Company and 100% of
Alpha Capital Company. Mr. Delsol is President and Chief Executive Officer of
Pacific Steel Casting and trustee of the Pacific Steel Casting Pension Plan
and the Pacific Steel Casting Profit Sharing Plan. He also is President and a
director of Alpha Capital Company and a director of First American.
Mr. Delsol beneficially owns, directly or indirectly, the following
common stock of First American Health Concepts:
- 46,515 shares (1.5%) owned by Alpha Capital.
- 390,722 shares (12.99%) owned by Pacific Steel Casting Company.
- 151,086 shares (5.02%) owned by the Pacific Steel Casting Company
Pension Plan.
- 105,704 shares (3.5%) owned by the Pacific Steel Casting Company
Profit Sharing Plan.
- 23,257 shares (.8%) owned by Piece of the Pebble, a limited
partnership.
- 12,000 shares (.6%) owned by Tri-Pacific, Inc.
Mr. Delsol has sole voting and sole dispositive authority with respect
to the above shares. Mr. Delsol also has sole dispositive authority with
respect to options on 20,000 shares of First American common stock.
During the past 60 days there have been the following transactions in
First American Health Concepts common stock: On June 10, 1998, the Pacific
Steel Casting Pension Plan purchased 2,000 shares at $4.00 per share and it
purchased an additional 3,000 shares at $4.00 per share on June 29, 1998.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None to report.
<PAGE>
Page 10 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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 8, 1998
/s/ Robert Delsol
- ----------------------
Robert Delsol
Pacific Steel Casting Company
