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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GHS INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
361 717 101
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(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 1, 1997
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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.
[ ]
Page 1 of 11 Pages.
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CUSIP No. 361717101 13D
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<S> <C> <C>
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
M3 Partners, LC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
N/A
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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:
Maryland
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NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 400,000
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER:
0
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9 SOLE DISPOSITIVE POWER:
400,000
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10 SHARED DISPOSITIVE POWER:
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.7%
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14 TYPE OF REPORTING PERSON:
OO
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Item 1 - Security and Issuer.
This Schedule 13D relates to shares of the common stock, $.01 par
value per share (the "Common Stock"), of GHS, Inc., a Delaware corporation (the
"Company" or "GHS"), whose principal executive offices are located at 1350
Piccard Drive, Suite 360, Rockville, Maryland 20850.
Item 2 - Identity and Background.
This Schedule 13D is being filed on behalf of M3 Partners, LC, a
Maryland limited liability company ("M3"). M3 is in the business of creating,
financing, managing, operating, licensing and transferring businesses and/or
related facilities, technologies and services, and providing services thereto.
The address of the principal business office of M3 is 4800 Hampden Lane, Suite
600, Bethesda, Maryland 20814.
Set forth on Schedule A hereto are the name, the citizenship (or
place of organization in the case of a corporation), the business or residence
address, the present principal occupation or employment (or business in the case
of a corporation) and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted, of (i) each member of M3, (ii) each executive officer, director and
controlling person of Brae Capital Corporation, the sole corporate member of M3,
and (iii)
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each executive officer and director of Brae Group, Inc., the controlling
shareholder of Brae Capital Corporation.
During the last five years, neither M3 nor, to the best knowledge of
M3, any member of M3 or any other person identified on Schedule A hereto has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither M3 nor, to the best knowledge of
M3, any member of M3 or any other person identified on Schedule A hereto was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a transaction effective June 1, 1997, M3
acquired 400,000 shares of Common Stock (the "Shares") from Mr. Charles Elsener,
a private investor and a citizen of Switzerland, in a private transaction
pursuant to which Mr. Elsener received a 6.7% equity interest in M3 in exchange
for the Shares and certain other investment securities then held by Mr. Elsener.
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Item 4. Purpose of Transaction.
M3 acquired the Shares for investment purposes.
M3 intends to review its holdings in the Company on a continuing
basis. Depending upon various factors, including, but not limited to, the
Company's business, prospects and financial condition and other developments
concerning the Company, available opportunities for M3 to acquire or dispose of
Common Stock, other business opportunities available to M3, and other relevant
factors, M3 may in the future take such actions with respect to its holdings in
the Company as it deems appropriate in light of the circumstances and conditions
existing from time to time. Such actions may include the purchase of additional
Common Stock in the open market, the purchase of additional Common Stock in
privately negotiated transactions or otherwise, the disposition, from time to
time or at any time, of all or a portion of the Common Stock now owned or
hereafter acquired by M3, either in a distribution of Common Stock to M3's
members or in the sale(s) of Common Stock in the open market, or the sale(s) of
Common Stock in privately negotiated transactions to one or more purchasers.
Except as described herein, M3 has not formulated any plans or
proposals which relate to or would result in any of the following:
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(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
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(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act, as amended; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) (b) On the date hereof, M3 owns directly an
aggregate of 400,000 shares of Common Stock, which Shares constitute, to the
best knowledge of M3, approximately 5.7% of the issued and outstanding shares of
such stock on the date hereof. M3 has the sole power to vote or direct the vote
and to dispose or direct the disposition of the Shares.
To the best of M3's knowledge, none of the persons named in
Schedule A hereto are beneficial owners of shares of Common Stock.
(c) Except for the transaction described in Item 3
above, to the best knowledge of M3, there were no transactions in
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shares of the Common Stock effected by the persons named in response to
paragraph (a) of this Item 5 during the past sixty days.
(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.
None.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 9, 1997
M3 PARTNERS, LC
By: /s/ Walter Carozza
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Walter Carozza
Member/Manager
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SCHEDULE A
TO SCHEDULE 13D FILED
BY
M3 PARTNERS, LC
The following table sets forth certain information, as of the
date hereof, concerning (i) each member of M3 Partners, LC, Maryland limited
liability company, (ii) each executive officer, director and controlling person
of Brae Capital Corporation, the sole corporate member of M3, and (iii) each
executive officer and director of Brae Group, Inc., the controlling shareholder
of Brae Capital Corporation.
Members of M3
Name: Walter Carozza
(Member/Manager)
Citizenship: American
Business Address: 645 Madison Avenue
Suite 2200
New York, New York 10022
Principal Occupation: President of Victory Ventures LLC
(private venture capital firm)
Name: Alexander Paluch
(Member/Manager)
Citizenship: American
Business Address: 4800 Hampden Lane
Suite 600
Bethesda, Maryland 20814
Principal Occupation: Manager - M3 Partners, LC
(private equity investment firm)
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Name: Brae Capital Corporation
(Member/Manager)
State of Organization: Delaware
Business Address: 645 Madison Avenue, Suite 500
New York, New York 10022
Business: Private equity investment company
Name: Charles Elsener
(Member)
Citizenship: Switzerland
Business Address: c/o Victorinox A.G.
CH-6438
Ibach-Schwyz, Switzerland
Principal Occupation: President - Victorinox Cutlery
Company (manufacturer of Swiss Army
Brand watches and cutlery)
Executive Officers, Directors
and Controlling Persons of
Brae Capital Corporation
Name: Louis Marx, Jr.
(President)
Citizenship: American
Business Address: 667 Madison Avenue, Suite 2500
New York, New York 10021
Principal Occupation: Private Investor
Name: Robert W. Lenthe
(Vice President)
Citizenship: American
Business Address: 645 Madison Avenue, Suite 500
New York, New York 10022
Principal Occupation: Vice President - Brae Capital
Corporation
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Name: Brae Group, Inc.
(Controlling Stockholder of
Brae Capital Corporation)
State of Organization: Delaware
Business Address: 333 Clay Street, Suite 4900
Houston, Texas 77002
Business: Private equity investment company
Executive Officers and Directors
of Brae Group, Inc.
Name: M. Leo Hart
(President/CEO/Director)
Citizenship: American
Business Address: 200 Crescent Court
Suite 1375
Dallas, Texas 75201
Principal Occupation: Chief Executive Officer of Brae
Group, Inc.
Name: W. Kirk Bosche
(V.P. - Finance)
Citizenship: American
Business Address: 333 Clay Street, Suite 4900
Houston, Texas 77002
Principal Occupation: Chief Financial Officer of First
International Oil Corporation
(private oil exploration company)
333 Clay Street, Suite 4900
Houston, Texas 77002
Name: George M. Nevers
(Vice President/Director)
Citizenship: American
Business Address: 1902 Wroxton Road
Houston, Texas 77005
Principal Occupation: Oil and Gas Consultant
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