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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NUMBER 4)
NEOSTAR RETAIL GROUP, INC.
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(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
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(Title of Class of Securities)
64064R-10-9
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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)
December 6, 1996
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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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<TABLE>
CUSIP NO. 64064R-10-9 13D Page 2 of 9 Pages
<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 -0-(1)
Beneficially owned
by Each Reporting
Person with
(8) Shared Voting Power -0-
(9) Sole Dispositive Power -0-(1)
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially -0-(1)
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 0.00%
Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
</TABLE>
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(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. 64064R-10-9 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 -0-(1)
(9) Sole Dispositive Power -0-
(10) Shared Dispositive Power -0-(1)
(11) Aggregate Amount Beneficially -0-(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 0.00%
Amount in Row (11)
</TABLE>
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CUSIP NO. 64064R-10-9 13D Page 4 of 9 Pages
<TABLE>
<S> <C> <C>
(14) Type of Reporting Person (See IN
instructions)
</TABLE>
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(1) Mr. Hall shares voting and dispositive power with respect to the
aggregate 0 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 0 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. 64064R-10-9 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 -0-
Beneficially Owned
by Each Reporting
Person with
(8) Shared Voting Power -0-(1)
(9) Sole Dispositive Power -0-
(10) Shared Dispositive Power -0-(1)
(11) Aggregate Amount Beneficially -0-(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 0.00%
Amount in Row (11)
</TABLE>
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CUSIP NO. 64064R-10-9 13D Page 6 of 9 Pages
<TABLE>
<S> <C> <C>
(14) Type of Reporting Person (See IN
instructions)
</TABLE>
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(1) Mr. Smith shares voting and dispositive power with respect to the
aggregate of 0 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 0 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. 64064R-10-9 13D Page 7 of 9 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relating to the Common Stock of NeoStar
Retail Group, Inc. filed January 11, 1995 by GHS Management, Inc., G. Houston
Hall and James C. Smith, as amended by Amendment No. 1 filed March 8, 1995,
Amendment No. 2 filed May 9, 1995, and Amendment No. 3 filed April 26, 1996, 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 0 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 $0 (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 December 11, 1996, (i) GHS beneficially owned 0
shares of Common Stock of the Company, representing approximately 0.00% of the
outstanding Common Stock of the Company, (ii) Mr. Hall beneficially owned 0
shares of Common Stock (including the 0 owned by GHS), representing
approximately 0.00% of the outstanding Common Stock of the Company, and (iii)
Mr. Smith beneficially owned 0 shares of Common Stock (including the 0 shares
owned by GHS), representing approximately 0.00% of the outstanding Common Stock
of the Company.
According to the Issuer's Form 10K dated August 3, 1996, a total of
14,996,647 shares of Common Stock were issued and outstanding on August 26,
1996.
(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 Quasar.
(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. 64064R-10-9 13D Page 8 of 9 Pages
<TABLE>
<CAPTION>
TRANSACTION
DATE ACCOUNT TYPE SHARES PRICE/SHARE
---- ------- ---- ------ -----------
<S> <C> <C> <C> <C>
11/27/96 GHS Sell 70,000 $0.0633
12/06/96 GHS Sell 974,377 $0.03125
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 64064R-10-9 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: December 11, 1996.
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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
