SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. __ )*
PHC, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
ProFutures Special Equities Fund, L.P.
c/o Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200
Austin, Texas 78734
(512) 263-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 13, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition of 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 [__].
Note: Six copies of this statement, including all Exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*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).
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P.
74-2786952
2) Check the Appropriate Box if a Member of a Group
(a) [__] (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
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 388,045
8) Shared Voting Power 388,045
9) Sole Dispositive Power 388,045
10) Shared Dispositive Voting Power 388,045
11) Aggregate Amount Beneficially
Owned by each Reporting Person 388,045
12) Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11: 10.85%
14) Type of Reporting Person
PN
----- Schedule 13D (cont'd.) ------
PHC, INC.
ProFutures Special Equities Fund, L.P. ("PSEF") hereby
submits the following Statement on Schedule 13D (the "Statement"):
Item 1. Security and Issuer.
This Statement relates to the Class A Common Stock, $0.01
par value per share (the "Common Stock"), of PHC, Inc., a
Massachusetts corporation (the "Company"), whose principal
executive offices are located at 200 Lake Street -- Suite 102,
Peabody, Massachusetts 01960.
Item 2. Identity and Background.
A. Persons Filing this Statement.
(1) Name: ProFutures Special Equities Fund, L.P. ("PSEF")
State of Organization: Delaware
Principal Business: Investments in securities
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
B. General Partners of PSEF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Golden Eye Asset Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
D. Officers, Directors and Control Persons of ProFutures Fund
Management, Inc.
(1) (a) Name: Gary D. Halbert, President, Director and
controlling shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
President, Director and shareholder of
ProFutures, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Debi B. Halbert, Chief Financial Officer and
Treasurer
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
Chief Financial Officer and Treasurer, Director and
shareholder of ProFutures, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(3) (a) Name: John F. Mauldin, Vice President
(b) Business Address:
The Ballpark in Arlington-- Suite 216,
Arlington, Texas 76011
(c) Present Principal Occupation:
President, Director and shareholder of
Communications Management, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
E. Officers, Directors and Control Persons of Golden Eye Asset
Management, Inc.
(1) (a) Name: Marte W. Anderson, President, Director and
sole shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734.
(c) Present Principal Occupation:
President, Director and sole shareholder
of Golden Eye Asset Management, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Carnie W. Anderson, Vice President
(b) Business Address:
RR1 - Box 192A, Lamoni, Iowa 50140
(c) Present Principal Occupation:
President, Director and shareholder of Anderson
Supply Co., Inc. and Golden Investments, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration.
On June 4, 1997, PSEF purchased directly from the
Company in a private transaction: (a) 1,000 shares of Series A
Convertible Preferred Stock (the "Preferred Stock"); and (b)
Warrants, all of which were convertible into shares of Class A
Common Stock, $0.01 par value, of the Company, for an aggregate
purchase price of $1,000,000 (including any brokerage
commissions). The Preferred Stock may be converted into the
Common Stock at any time at a price equal to 80% of average of the
closing bid prices on NASDAQ for the five trading days preceding
the date of conversion; subject to a minimum conversion price of
$2.00 and a maximum conversion price of $4.50. The Company has
agreed to pay the difference if the conversion price is below such
minimum conversion price by delivering a promissory note. The Warrants
are convertible into 50,000 shares of Common Stock at $2.75 per share
at any time for up to three years.
The Preferred Stock and Warrants beneficially owned by PSEF
were purchased with the working capital.
Item 4. Purpose of the Transaction.
The securities of the Company were acquired for investment
purposes only.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock owned
beneficially by PSEF as of the close of business on June 13, 1997
was 388,045, or approximately 10.85% of the shares of Common
Stock outstanding. This percentage is based upon 3,578,048 shares
of Common Stock reported to be outstanding, as of June 4, 1997, as
represented to PSEF by the Company in the June 4, 1997
Subscription Agreement with respect to the Preferred Stock, and
$8.75 per share as the average of closing bid prices on NASDAQ for
the five trading days preceding June 13, 1997.
(b) By virtue of their positions as general partners of PSEF,
ProFutures Fund Management, Inc. and Golden Eye Asset
Management, Inc. may be deemed to share the power to vote and
dispose of the shares of Common Stock owned by PSEF and thus
may, for some purposes, be deemed to own beneficially such shares.
ProFutures Fund Management, Inc. and Golden Eye Asset
Management, Inc. each disclaim beneficial ownership of such shares.
(c) PSEF sold in brokered transactions 116,500 shares of Common
Stock at prices ranging from $2.875 to $3.375 per share as of the close
of business on June 13, 1997. Other than the transactions described
above, no transactions in the Common Stock of the Company were effected
by the persons named in response to paragraphs (a) and (b) above during
the past sixty (60) days.
(d) Except as indicated in this Item 5, none of the persons
referred to in Item 2 hereof owns beneficially or has a right to
acquire beneficial ownership of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships with respect to the securities of the issuer.
Item 7. Material to be Filed as Exhibits.
There are no Exhibits to this filing.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set
forth in this Statement is true, complete and correct, and the
undersigned agree that this statement shall be filed on behalf of each
of them.
Dated: June 13, 1997
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
