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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment Number 1)
CRAFTMADE INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
22413E-10-4
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James F. Gallivan, Jr.
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)
July 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 [ ].
Check the following box if a fee is being paid with this statement [ ].
PAGE 1 OF 7 PAGES
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CUSIP NO. 22413E-10-4 13D PAGE 2 OF 7 PAGES
(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 92,000(1)
Beneficially owned
by Each Reporting
Person with
(8) Shared Voting Power -0-
(9) Sole Dispositive Power 92,000(1)
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 92,000
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 3.1%
Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
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(1) GHS Management, Inc. has sole voting and dispositive power with respect to
the shares of Common Stock held by GHS Partners LDC.
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CUSIP NO. 22413E-10-4 13D PAGE 3 OF 7 PAGES
(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 WC
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 127,000(1)
Beneficially Owned
by Each Reporting
Person with
(8) Shared Voting Power 0
(9) Sole Dispositive Power 127,000(1)
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially 127,000(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 4.3%
Amount in Row (11)
(14) Type of Reporting Person (See IN
instructions)
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(1) Mr. Hall has voting and dispositive power with respect to the aggregate
127,000 shares of Common Stock held by Falcon Fund, Ltd.
(2)Includes the aggregate of 127,000 shares of Common Stock held by Falcon
Fund, Ltd.
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CUSIP NO. 22413E-10-4 13D PAGE 4 OF 7 PAGES
(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, WC
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 109,500(1)
Beneficially Owned
by Each Reporting
Person with
(8) Shared Voting Power 0
(9) Sole Dispositive Power 109,500(1)
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially 109,500(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 3.7%
Amount in Row (11)
(14) Type of Reporting Person (See IN
instructions)
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(1) Mr. Smith has voting and dispositive power with respect to the aggregate of
109,500 shares of Common Stock held by him and GHS Partners LDC (which is
managed by GHS Management, Inc.)
(2) Includes the aggregate of 92,000 shares of Common Stock held by GHS
Partners LDC which is managed by GHS Management, Inc.
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CUSIP NO. 22413E-10-4 13D PAGE 5 OF 7 PAGES
The statement on Schedule 13D relating to the Common Stock of
Craftmade International, Inc. filed April 26, 1995, by GHS Management, Inc., G.
Houston Hall and James C. Smith, is hereby amended and supplemented as follows:
Item 2. Identity and Background.
(a), (b) and (c). This Statement is filed by GHS Management,
Inc., a Texas corporation ("GHS"), G. Houston Hall and James C. Smith. The
present principal occupation or employment of Mr. Smith is the management of
his personal investments and those managed by GHS. The present principal
occupation or employment of Mr. Hall is the management of his personal
investments and of Falcon Fund, Ltd. Mr. Hall also serves as the sole general
partner of Falcon Fund, Ltd., a Texas limited partnership ("Falcon"). The
principal business of GHS is investment and trading of capital stocks,
warrants, bonds, notes, debentures and other securities for funds it manages
for others. Effective July 1, 1997, Mr. Smith ceased to have any beneficial
ownership, for purposes of Schedule 13D, in the securities of the Company held
by Falcon; and Mr. Hall ceased to have any beneficial ownership, for the
purposes of Schedule 13D, in the securities of the Company held by GHS or GHS
Partners (as defined below). Accordingly, effective July 1, 1997, none of GHS,
Mr. Hall or Mr. Smith beneficially owns 5% or more of the outstanding Common
Stock of the Company.
As of July 1, 1997, GHS has sole investment authority with respect to
shares of Common Stock held by GHS Partners LDC ("GHS Partners"); James C.
Smith has investment authority over the funds managed by GHS; Mr. Hall, as sole
general partner of Falcon, has sole investment authority over it; Mr. Hall has
sole investment authority for shares held in his name; and Mr. Smith has sole
investment authority for shares held in his name.
The principal place of business for Messrs. Hall and Smith and GHS
Management, Inc. is 8235 Douglas Avenue, Suite 420, Dallas, Texas 75225.
(d) None of GHS, Mr. Hall or Mr. Smith, during the last
five years, has been convicted in criminal proceedings (excluding traffic
violations or similar misdemeanors).
(e) None of GHS, Mr. Hall or Mr. Smith, during the last five
years, has been 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.
(f) Messrs. Hall and Smith are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate of 127,000 shares of Common Stock beneficially owned by
Mr. Hall and Falcon were purchased in transactions effected in the
over-the-counter markets for an aggregate
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CUSIP NO. 22413E-10-4 13D PAGE 6 OF 7 PAGES
purchase price of $954,946.38 (including brokerage commissions); and the
aggregate of 109,500 shares of Common Stock beneficially owned by GHS and Mr.
Smith were purchased in transactions effected in the over-the-counter markets
for an aggregate purchase price of $937,844.61 (including brokerage
commissions), all of which was derived from working capital (in the case of GHS
and Falcon) and personal funds (in the case of Messrs. Hall and Smith).
Item 5. Interest in Securities of the Issuer.
(a) As of July 1, 1997, (i) GHS beneficially owned 92,000
shares of Common Stock of the Company, representing approximately 3.1% of the
outstanding Common Stock of the Company; (ii) Mr. Hall beneficially owned
127,000 shares of Common Stock (including the 127,000 owned by Falcon),
representing approximately 4.3% of the outstanding Common Stock of the Company;
and (iii) Mr. Smith beneficially owned 109,500 shares of Common Stock
(including the 92,000 shares owned by GHS), representing approximately 3.7% of
the outstanding Common Stock of the Company.
According to the Issuer's Report on Form 10-Q for the period ended
March 31, 1997, a total of 2,950,000 shares of Common Stock were issued and
outstanding on April 11, 1997.
(b) Mr. Smith has the sole power to vote and dispose of the
Common Stock beneficially owned by him and GHS; Mr. Hall has the sole power to
vote and dispose of the Common Stock beneficially owned by him and Falcon.
(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:
<TABLE>
<CAPTION>
TRANSACTION
DATE ACCOUNT TYPE SHARES PRICE/SHARE
---- ------- ----------- ------ -----------
<C> <C> <C> <C> <C>
06-20-97 SMITH BUY 2,500 $7.4875
07-01-97 FALCON SELL 32,000 $7.5000
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None of GHS, Mr. Hall or Mr. Smith have any contracts,
arrangements, understandings or relationships (legal or
otherwise) between themselves and any person with respect
to any securities of the Issuer.
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CUSIP NO. 22413E-10-4 13D PAGE 7 OF 7 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: July 1, 1997
GHS Management, Inc.
By: /s/ James F. Gallivan, Jr.
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Its: President
/s/ G. Houston Hall
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G. Houston Hall
/s/ James C. Smith
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James C. Smith
