SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Youth Services International, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
987816105
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 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>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (1)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
866,311 (1)(2)(3)(4)(5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.9% (6)
14. Type of Reporting Person: PN
- --------------------------
(1) Includes $1,635,000 principal amount of the Issuer's 7% Convertible
Debentures due 2006 purchased by HBK Offshore Fund Ltd. HBK
Investments L.P. has sole voting and dispositive power over these
securities pursuant to an Investment Management Agreement with HBK
Offshore Fund Ltd. Accordingly, HBK Offshore Fund Ltd. has no
beneficial ownership of such securities.
(2) Includes $5,214,500 principal amount of the Issuer's 7% Convertible
Debentures due 2006 purchased by HBK Finance L.P. HBK Investments
L.P. has shared voting and dispositive power over these securities
pursuant to an Amended and Restated Management Agreement.
(3) Includes $3,815,500 principal amount of the Issuer's 7% Convertible
Debentures due 2006 purchased by HBK Securities Ltd. HBK
Investments L.P. has sole voting and dispositive power over these
securities pursuant to an Investment Management Agreement with HBK
Securities Ltd. Accordingly, HBK Securities Ltd. has no beneficial
ownership of such securities.
(4) Includes $135,000 principal amount of the Issuer's 7% Convertible
Debentures due 2006 purchased by HBK Main Street Investments L.P.
HBK Investments L.P. has shared voting and dispositive power over
these securities pursuant to an Amended and Restated Management
Agreement.
(5) Assumes conversion of $10,800,000 principal amount of the Issuer's
7% Convertible Debentures due 2006 into 866,311 shares of Common
Stock.
(6) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 11,025,645 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Person upon conversion of the Issuer's 7% Convertible
Debentures due 2006.
<PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
418,276 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0% (2)
14. Type of Reporting Person: PN, BD
- --------------------------
(1) Assumes conversion of $5,214,500 principal amount of the Issuer's 7%
Convertible Debentures due 2006 into 418,276 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,577,610 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Persons upon conversion of the Issuer's 7% Convertible
Debentures due 2006.<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,829 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1% (2)
14. Type of Reporting Person: PN
- --------------------------
(1) Assumes conversion of $135,000 principal amount of the Issuer's 7%
Convertible Debentures due 2006 into 10,829 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 10,170,163 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Persons upon conversion of the Issuer's 7% Convertible
Debentures due 2006.<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated May
29, 1997 and October 1, 1997 (the "Schedule 13D"), relating to the Common
Stock, par value $.01 per share, of Youth Services International, Inc. Unless
otherwise indicated, all defined terms used herein shall have the same
meanings as those set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in part to read as follows:
The source and amount of the funds used by each of the Reporting
Persons to purchase the Issuer's 7% Convertible Debentures due 2006 (the
"Debentures") are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 6,580,078
Finance Working Capital
and Other (1) $ 6,690,111
Main Street Working Capital
and Other (1) $ 175,460
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. Portions of the funds reported herein were obtained from Bear,
Stearns & Co. Inc., Prime Dealer Services, Inc., Goldman Sachs & Co.
Incorporated and Morgan Stanley International, Ltd. as margin loans to acquire
the Debentures, and the remainder was obtained from Working Capital.
(2) $1,635,000 principal amount of the Debentures were purchased by
HBK Offshore Fund Ltd. and $3,815,500 principal amount of the Debentures were
purchased by HBK Securities Ltd. Neither HBK Offshore Fund Ltd. nor HBK
Securities Ltd. have beneficial ownership of such Debentures.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs 5(a)-(c) of Item 5 is hereby amended and restated in its
entirety to read as follows:
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Offshore
Fund Ltd., an Investment Management Agreement with HBK Securities Ltd. and an
Amended and Restated Management Agreement with Fund and Capital, the aggregate
number of shares of the Common Stock that Investments beneficially owns,
pursuant to Rule 13d-3 under the Act, is 866,311, which constitutes
approximately 7.9% of the 11,025,645 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
The aggregate number of shares of the Common Stock that Finance owns
beneficially, pursuant to Rule 13d-3 under the Act, is 418,276, which
constitutes approximately 4.0% of the 10,577,610 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 under the Act, is 10,829, which
constitutes approximately 0.1% of the 10,170,163 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 866,311 shares of the Common Stock, which constitutes
approximately 7.9% of the 11,025,645 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Fund, as sole general partner of each of Finance and
Main Street, (2) Capital, as sole general partner of Fund, and (3) Partners I,
as sole general partner of Capital, may, pursuant to Rule 13d-3 under the Act,
be deemed to be the beneficial owner of 429,105 shares of the Common Stock,
which constitutes approximately 4.1% of the 10,588,439 shares of the Common
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
an aggregate of 866,311 shares of the Common Stock, which constitutes
approximately 7.9% of the 11,025,645 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
No material change.
(c)
Since the last filing on Schedule 13D, the Reporting Persons have
purchased Debentures in over-the-counter transactions on Nasdaq, as follows:
FACE AMOUNT PRICE PER $100
ITEM 2 PERSON DATE OF DEBENTURES FACE AMOUNT
Finance 11/04/97 $ 240,000 $ 134.30
Investments (1) 11/04/97 270,000 134.30
Finance 11/21/97 590,000 126.27
Investments (1) 11/21/97 660,000 126.27
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(1) The Debentures were purchased by HBK Securities Ltd., which has no
beneficial ownership of such Debentures pursuant to an Investment Management
Agreement with Investments.
In addition, since the last filing on Schedule 13D, the Reporting
Persons have purchased shares of Common Stock in over-the-counter transactions
on Nasdaq, as follows:
NUMBER OF PRICE PER
ITEM 2 PERSON DATE SHARES SHARE
Finance 10/15/97 1,000 $ 18.13
Investments (1) 10/15/97 1,000 18.13
Investments (1) 11/18/97 2,500 17.01
Finance 11/21/97 5,000 17.01
Finance 11/21/97 1,000 13.75
Investments (1) 11/21/97 2,500 17.01
Investments (1) 11/21/97 1,000 13.75
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(1) The Debentures were purchased by HBK Securities Ltd., which has no
beneficial ownership of such Debentures pursuant to an Investment Management
Agreement with Investments.
(d) - (e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
<PAGE>
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.
DATED: November 25, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
