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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NUMBER 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BEAUTICONTROL COSMETICS, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
074655-10-1
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CUSIP NUMBER
G. HOUSTON HALL
GHS MANAGEMENT, INC.
8235 DOUGLAS AVENUE, SUITE 420
DALLAS, TEXAS 75225
(214)696-2700
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 31, 1995
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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 [ ].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT [ ].
PAGE 1 OF 9 PAGES
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CUSIP NO. 074655-10-1 13D PAGE 2 OF 9 PAGES
<TABLE>
<S> <C> <C>
(1) Name of Reporting Person GHS Management, Inc.
S.S. or I.R.S. Identification 75-2345463
No. of Above Person
(2) Check the Appropriate Box if a (a)
Member of a Group (see instructions) (b) X
(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 Texas
Number of Shares (7) Sole Voting Power 255,129(1)
Beneficially owned
by Each Reporting
Person with
(8) Shared Voting Power -0-
(9) Sole Dispositive Power 255,129(1)
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 255,129
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.1%
Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
</TABLE>
________________________________
(1) GHS Management, Inc. has sole voting and dispositive power with respect to
the shares of Common Stock held by Falcon Fund, Ltd. and GHS Partners LDC.
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CUSIP NO. 074655-10-1 13D PAGE 3 OF 9 PAGES
<TABLE>
<S> <C> <C>
(1) Name of Reporting Person G. Houston Hall
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
(2) Check the Appropriate Box (a)
if a Member of a Group (See (b) X
instructions)
(3) SEC Use Only
(4) Source of Funds (See PF
instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of USA
Organization
Number of Shares (7) Sole Voting Power -0-
Beneficially Owned
by Each Reporting
Person with
(8) Shared Voting Power 255,129(1)
(9) Sole Dispositive Power -0-
(10) Shared Dispositive Power 255,129(1)
(11) Aggregate Amount Beneficially 255,129(2)
owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.1%
Amount in Row (11)
</TABLE>
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CUSIP NO. 074655-10-1 13D PAGE 4 OF 9 PAGES
<TABLE>
<S> <C> <C>
(14) Type of Reporting Person (See IN
instructions)
</TABLE>
_________________________________
(1) Mr. Hall shares voting and dispositive power with respect to the
aggregate 255,129 shares of Common Stock held by Falcon Fund, Ltd. and GHS
Partners LDC which are managed by GHS Management, Inc.
(2) Includes the aggregate of 255,129 shares of Common Stock held by
Falcon Fund, Ltd. and GHS Partners LDC which are managed by GHS Management,
Inc.
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CUSIP NO. 074655-10-1 13D PAGE 5 OF 9 PAGES
<TABLE>
<S> <C> <C>
(1) Name of Reporting Person James C. Smith
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
(2) Check the Appropriate Box if (a)
a Member of a Group (See (b) X
instructions)
(3) SEC Use Only
(4) Source of Funds (See PF
instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of USA
Organization
Number of Shares (7) Sole Voting Power 29,900
Beneficially Owned
by Each Reporting
Person with
(8) Shared Voting Power 255,129(1)
(9) Sole Dispositive Power 29,900
(10) Shared Dispositive Power 255,129(1)
(11) Aggregate Amount Beneficially 285,029(2)
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.6%
Amount in Row (11)
</TABLE>
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CUSIP NO. 074655-10-1 13D PAGE 6 OF 9 PAGES
<TABLE>
<S> <C> <C>
(14) Type of Reporting Person (See IN
instructions)
</TABLE>
___________________________________
(1) Mr. Smith shares voting and dispositive power with respect to the
aggregate of 255,129 shares of Common Stock held by Falcon Fund, Ltd. and GHS
Partners LDC which are managed by GHS Management, Inc.
(2) Includes the aggregate of 255,129 shares of Common Stock held by
Falcon Fund, Ltd. and GHS Partners LDC which are managed by GHS Management,
Inc.
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CUSIP NO. 074655-10-1 13D PAGE 7 OF 9 PAGES
Item 1. Security and Issuer.
The statement on Schedule 13D relating to the Common Stock of
BeautiControl Cosmetics, Inc. filed May 18, 1994, by GHS Management, Inc., G.
Houston Hall and James C. Smith, as ammended by Amendment No. 1 filed November
23, 1994, is hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to read in its entirety as follows:
The aggregate of 285,029 shares of Common Stock beneficially owned by
GHS, Mr. Hall and Mr. Smith were purchased in transactions effected in the
over-the-counter markets for an aggregate purchase price of $3,413,492.60
(including brokerage commissions), all of which was derived from working
capital (in the case of GHS) and personal funds (in the case of Messrs. Hall
and Smith).
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to read in its entirety as follows:
(a) As of November 3, 1995, (i) GHS beneficially owned
255,129 shares of Common Stock of the Company, representing approximately 4.1%
of the outstanding Common Stock of the Company, (ii) Mr. Hall beneficially
owned 255,129 shares of Common Stock (including the 255,129 owned by GHS),
representing approximately 4.1% of the outstanding Common Stock of the Company,
and (iii) Mr. Smith beneficially owned 285,029 shares of Common Stock
(including the 255,129 shares owned by GHS), representing approximately 4.6% of
the outstanding Common Stock of the Company.
According to the Issuer's Report on Form 10-Q for the quarter ended
August 31, 1995, a total of 6,263,761 shares of Common Stock were issued and
outstanding on October 11, 1995.
(b) Mr. Smith has the sole power to vote and dispose of
the Common Stock beneficially owned by him, Mr. Hall has the sole power to vote
and dispose of the Common Stock beneficially owned by him and Mr. Hall and Mr.
Smith share the power to vote and dispose of the Common Stock beneficially
owned by GHS through its management of Falcon and GHS Partners LDC.
(c) During the 60 days prior to and including the date of
the event which requires the filing of this Statement, GHS and Messrs. Hall and
Smith effected the following transactions, all of which were open market
transactions effected through third party brokers:
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CUSIP NO. 074655-10-1 13D PAGE 8 OF 9 PAGES
<TABLE>
<CAPTION>
DATE ACCOUNT TRANSACTION TYPE SHARES PRICE/SHARE
<S> <C> <C> <C> <C>
10/31/95 GHS Sell 144,300 10.2400
10/31/95 J. Smith Sell 5,700 10.2400
09/18/95 J. Smith Sell 7,500 11.2000
09/01/95 J. Smith Sell 7,300 11.2427
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 074655-10-1 13D PAGE 9 OF 9 PAGES
Signatures
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 3, 1995
GHS Management, Inc.
By:/s/ James F. Gallivan, Jr.
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It's: President
/s/ G. Houston Hall
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G. Houston Hall
/s/ James C. Smith
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James C. Smith
