<PAGE> 1
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, par value $.01 per share
===============================================================================
(Title of Class of Securities)
69331510
===============================================================================
(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4309
===============================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 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. [ ]
Check the following box if a fee is being paid with this Statement. [ ]
(A fee is not required only if the Reporting Person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent (5%)
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
(5%) of such class.) (See Rule 13d-7.)
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, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE> 2
<TABLE>
<S> <C> <C>
CUSIP No. 20038K109 13D
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 2,399
Power
Beneficially
(8) Shared Voting 1,497
Owned by Each Power
Reporting Person (9) Sole Dispositive 2,399
Power
with:
(10) Shared Dispositive 1,497
Power
(11) Aggregate Amount Beneficially Owned 3,896
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 0.1%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 3
<TABLE>
<S> <C> <C>
CUSIP No. 20038K109 13D
(1) Name of Reporting Person Seacrest Capital Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 1,497
Power
Beneficially
(8) Shared Voting 2,399
Owned by Each Power
Reporting Person (9) Sole Dispositive 1,497
Power
with:
(10) Shared Dispositive 2,399
Power
(11) Aggregate Amount Beneficially Owned 3,896
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 0.1%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 4
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the class
A common stock, $.01 par value per share (the "Common Stock"), of PHC,
Inc., a Massachusetts corporation, which has its principal executive
offices located at 200 Lake Street, Suite 102, Peabody, Massachusetts
01960 (the "Issuer").
2. IDENTITY AND BACKGROUND.
Group Filing Pursuant to rule 13d-1(f)(1) promulgated under the
Only Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement is filed jointly by
Infinity Investors Limited, a Nevis, West Indies
business corporation ("Infinity") and Seacrest
Capital Limited, a Nevis, West Indies business
corporation ("Seacrest" and collectively with
Infinity, the "Reporting Persons") as a "group" as
such term is used in Rule 13d-5 of the Exchange Act.
However, both of such Reporting Persons expressly
state that they are included in this Statement
solely for the purpose of presenting information
with respect to the ownership of the Common Stock of
the Issuer and disclaim any knowledge as to any
statements made herein by or on behalf of the other
Reporting Person. Both of the Reporting Persons
disclaim beneficial ownership of the shares of
Common Stock held (or acquirable upon exercise of
derivative securities held, if any) by the other
Reporting Person pursuant to Rule 13d-4 of
the Exchange Act. The Reporting Persons have
included as Exhibit 99.1 to this Statement an
agreement in writing that this Statement is filed on
behalf of both of them.
(a) - (c) Both of the Reporting Persons are principally
and (f) engaged in the business of acquiring, holding,
selling, trading, exchanging or otherwise investing
in securities and other financial assets. The
principal business and principal office address of
both of the Reporting Persons is located at Memorial
Square, P. O. Box 556, Charleston, Nevis, West
Indies. The mailing address of both of the Reporting
Persons is 27 Wellington Street, Cork, Ireland. The
name, citizenship (or place of organization, as
applicable), business address, present principal
occupation or employment of each of the executive
officers, directors and persons who may be deemed in
control of Infinity, if any, (and the executive
officers and directors of any entity which could be
deemed ultimately in control of Infinity) are set
forth on Schedule 1 attached hereto and incorporated
herein by reference. Such persons are collectively
referred to herein as the "Infinity Individuals."
The name, citizenship (or place of organization, as
applicable), business address, present principal
occupation or employment of each of the executive
officers, directors and persons who may be deemed
in control of Seacrest, if any, (and the
<PAGE> 5
executive officers and directors of the entity which
could be deemed ultimately in control of Seacrest)
are set forth on Schedule 2 attached hereto and
incorporated herein by reference. Such persons are
collectively referred to herein as the "Seacrest
Individuals" and, collectively, with the Infinity
Individuals, the "Individuals."
(d) - (e) During the last five (5) years, neither of the
Reporting Persons nor any of the Individuals has
been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and
neither of the Reporting Persons nor any of the
Individuals is a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction such that, as a result of such
proceeding, either of the Reporting Persons or any
of the Individuals was or is subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any
violation with respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in further detail in the paragraphs below, effective
August 14, 1997, the Reporting Persons, as a group, acquired an
aggregate of 851,769 shares of Common Stock (the "Conversion Shares")
directly from the Issuer in connection with the conversion of (i)
$1,835,498 principal amount of the Issuer's 7% Convertible Debentures
due December 31, 1998 (the "Debentures") issued to the Reporting
Persons on October 7, 1996 and (ii) $132,088 accrued but unpaid
interest relating thereto. The Issuer issued $1,875,000 principal
amount of the Debentures to Infinity and $1,250,000 principal amount
of Debentures to Seacrest for a purchase price of $1,500,000 and
$1,000,000, respectively, on October 7, 1996. The funds used to
acquire the Debentures were derived from the separate working capital
accounts of each of the Reporting Persons.
Pursuant to its terms, the Debenture is convertible, at the option of
the holder, into shares of Common Stock based upon a conversion price
determinable by reference to a formula contained in the Debenture
which is affected by the market price of the Common Stock as of
specified dates. Notwithstanding the foregoing, however, the Debenture
was not convertible at any time for any number of shares of Common
Stock in excess of that number which would render the Reporting
Persons the beneficial owners of 4.99% or more of the then issued and
outstanding shares of Common Stock of the Issuer (the "Ownership
Cap").
Effective August 14, 1997, the Issuer agreed to waive the Ownership
Cap with respect to that portion of the Debentures held by the
Reporting Persons which then remained unconverted. In addition, the
Issuer agreed to permit the Reporting Persons to convert the interest
relating to the Debentures then remaining accrued but unpaid upon the
same terms as the unconverted Debentures. Accordingly, pursuant to
Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Persons became the beneficial owners
of 851,769 shares of Common Stock, or approximately 24.3% of the
outstanding Common Stock of the Issuer (based on 2,646,884 shares of
Common Stock
<PAGE> 6
outstanding at April 30, 1997) immediately upon waiver of the
Ownership Cap. Subsequently, but also on August 14, 1997, the
Reporting Persons converted the remaining principal of the Debentures
and the accrued but unpaid interest pursuant to the terms of the
waiver and acquired 851,769 shares of Common Stock thereby at a
conversion price of $2.31 per share.
Thereafter, on August 14, 1997, the Reporting Persons disposed of a
total of 850,000 shares of Common Stock in separate open-market
transactions at an average price of $2.25 per share or an aggregate
sales price of approximately $1,912,500. After such sales, the
Reporting Persons held an aggregate of 3,896 shares of Common Stock
(the "Remaining Shares").
4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Debentures and the underlying
Conversion Shares from the Issuer for investment purposes only.
Although the Reporting Person has no present intention to effect any
additional transactions in the Common Stock of the Issuer, it may,
based upon a number of factors, including the Reporting Person's
evaluation of the Issuer's business prospects and financial condition,
the market for the Issuer's shares, general economic and stock market
conditions and other investment opportunities, acquire additional
shares of Common Stock of the Issuer or dispose of some or all of the
Remaining Shares.
The Reporting Person has no present plans to cause the Issuer to
engage in any extraordinary corporate transactions; to effect any
change of the Issuer's management or its directors, business,
corporate structure, capitalization, dividend policy, Certificate of
Incorporation or Bylaws; or to delete, delist or terminate the
registration of any securities of the Issuer.
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Immediately upon the Issuer's waiver of the Ownership Cap as
described in Item 3 above (August 14, 1997) the aggregate number
of shares of Common Stock which may be deemed to have been
beneficially owned by the Reporting Persons, as a group, as of
such date was 851,769 shares constituting approximately 24.3% of
the outstanding Common Stock of the Issuer (based on 2,646,884
shares of Common Stock outstanding at April 30, 1997 pursuant to
information contained in the Issuers Quarterly Report on Form
10-QSB for the quarter ended March 31, 1997 (the "10-QSB")). As
of the date hereof, the aggregate number of shares of Common
Stock held by the Reporting Persons, as a group, is 3,896 shares
constituting approximately .1% of the outstanding Common Stock
of the Issuer (based on the information contained in the
10-QSB).
(b) Individually, and without reference to the "group" described
above, Infinity and Seacrest may have been deemed to be the
beneficial owners of 510,996 and 340,773 shares of Common Stock,
respectively, upon waiver of the
<PAGE> 7
Ownership Cap. Accordingly, based upon information contained in
the Issuer's 10-QSB, Infinity and Seacrest could have been
deemed to be the beneficial owners of 16.2% and 11.4%,
respectively, of the outstanding Common Stock of the Issuer at
such time.
Both of the Reporting Persons believes that is has sole voting
and dispositive power over the shares held by it, but
acknowledges that, because it is a member of a "group" as such
term is used in Rule 13d-5, it may be deemed to have shared
voting and dispositive power over the shares held by the other
Reporting Person. However, pursuant to Rule 13d-4, each
Reporting Person disclaims beneficial ownership of those shares
over which it does not have sole voting and dispositive power.
The table below summarizes the number of Remaining Shares over
which each Reporting Person holds sole voting and dispositive
power and shared voting and dispositive power:
<TABLE>
<CAPTION>
REMAINING SHARES
-----------------------------------------------------
Sole Voting/Dispositive Shared Voting/Dispositive
----------------------- -------------------------
<S> <C> <C>
Infinity 2,399 1,497
Seacrest 1,497 2,399
</TABLE>
(c) During the period from July 2, 1997 until August 14, 1997, the
Reporting Persons disposed of an aggregate of 1,327,800 shares
of Common Stock of the Issuer in the open market. The total
sales proceeds derived from the transactions were $3,253,906.
Specifically, the Reporting Persons effected the following
additional transactions in the shares of Common Stock of the
Issuer on the dates indicated:
<TABLE>
<CAPTION>
Reporting Person
---------------- Average
Date Transaction Infinity Seacrest Price/Share Amount
- - ------- ----------- -------- -------- ----------- ----------
<C> <C> <C> <C> <C> <C>
7/2/97 Market Sale 27,600 18,400 2.8845 132,687.00
7/9/97 Market Sale 27,000 18,000 3.1813 143,158.50
7/16/97 Market Sale 31,800 21,200 2.8803 152,655.90
7/17/97 Market Sale 30,000 20,000 2.8056 140,280.00
7/21/97 Market Sale 30,000 20,000 2.8006 140,030.00
7/22/97 Market Sale 14,280 9,520 2.7707 65,942.66
7/24/97 Market Sale 30,000 20,000 2.7775 138,875.00
7/25/97 Market Sale 21,000 14,000 2.7545 96,407.50
7/29/97 Market Sale 30,000 20,000 2.7169 135,845.00
8/5/97 Market Sale 12,000 8,000 2.6512 53,024.00
8/11/97 Market Sale 15,000 10,000 2.6250 65,625.00
8/12/97 Market Sale 18,000 12,000 2.5625 76,875.00
8/14/97 Market Sale 510,000 340,000 2.2500 1,912,500.00
------- ------- ------------
TOTALS 796,680 531,120 3,253,905.56
</TABLE>
<PAGE> 8
Except as specifically set forth herein, the Reporting Persons
have not effected any transactions in the shares of Common Stock
of the Issuer within the preceding sixty (60) days.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent (5%) of the Common Stock of the Issuer on
August 14, 1997.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The Reporting Person has no other contracts, arrangements,
understandings, or relationships with any person with respect to any
securities of the issuer.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated August 22, 1997, between
Infinity Investors Limited and Seacrest Capital Limited
<PAGE> 9
SIGNATURE
After reasonable inquiry, I certify that to the best of my knowledge and
belief the information set forth in this Statement is true, complete and
correct.
Date: August 22, 1997
INFINITY INVESTORS LIMITED
By: /s/ James E. Martin
----------------------------------
James E. Martin
Director
SEACREST CAPITAL LIMITED
By: /s/ James E. Martin
----------------------------------
James E. Martin
President
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
<PAGE> 10
SCHEDULE 1
INFORMATION REGARDING
INFINITY INVESTORS LIMITED
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Infinity Investors Limited ("Infinity").
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL OCCUPATION POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OR EMPLOYMENT REPORTING PERSON
- - ----------------------- ---------------- ---------------------------- ----------------
<S> <C> <C> <C>
Cofides S.A.* P. O. Box 556 Nevis business corporation Vice President and
(Nevis, West Indies) Charlestown, Nevis, which serves as fiduciary Director
West Indies of various entities
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
James E. Martin 38 Hertford Street Accountant Director
(British) London, England
W1Y 7TG
SECORP Limited 38 Hertford Street British corporation which Secretary
(Nevis, West Indies) London, England serves as the Secretary of
W1Y 7TG various entities
Margareta Hedstrom 37 Shepherd Street Business Executive President and
(Swedish) London, England Treasurer
W1Y 7LH
</TABLE>
* The members of the Board of Directors of Cofides S.A. are Ashly Bolt & Co.
Ltd. and Margareta Hedstrom.
Infinity advises that no persons and/or organizations control Infinity
(either individually or as a group) as that term is used in Instruction C to
Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended.
<PAGE> 11
SCHEDULE 2
INFORMATION REGARDING
SEACREST CAPITAL LIMITED
Set forth below is the name, citizenship (or place of organization, as
applicable), business address and present principal occupation or employment of
each director and executive officer of Seacrest Capital Limited ("Seacrest").
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL OCCUPATION POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OR EMPLOYMENT REPORTING PERSON
- - ---------------------- ---------------- ---------------------------- ----------------
<S> <C> <C> <C>
James E. Martin 38 Hertford Street Accountant President
(British) London, England
W1Y 7TG
SECORP Limited 38 Hertford Street British corporation which Secretary
(Nevis, West Indies) London, England serves as the Secretary of
W1Y 7TG various entities
Parchmore Incorporation* 80 Broad Street Liberian corporation which Director
(Liberia) Monrovia serves as the Director of
Liberia various entities
</TABLE>
* The director of Parchmore Incorporation is Wendover Limited, National Bank
Building, Nevis, West Indies.
Seacrest advises that Hunt Financial Partners, L.P., a Texas limited
partnership ("Hunt Financial") owns 75% of the equity interests of the sole
general partner (the "GP Entity") of a limited partnership which owns 100% of
the outstanding equity interests of Seacrest. As a result, Hunt Financial may
be deemed in control of Seacrest as that term is used in Instruction C to Rule
13d-101 promulgated under the Securities Exchange Act of 1934, as amended. The
remaining 25% of the equity interests in the GP Entity are held by John A.
(Pete) Bricker, Jr., an individual resident of the State of Texas. Hunt
Financial has informed Seacrest that the general partner of Hunt Financial is
Hunt Financial Group, L.L.C., a Delaware limited liability company, whose Board
of Managers consists of J. R. Holland, Jr., Clark K. Hunt and Lamar Hunt, each
an individual resident in the State of Texas.
<PAGE> 12
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated August 22, 1997, between Infinity
Investors Limited and Seacrest Capital Limited
<PAGE> 1
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including any amendments
thereto) with respect to the Class A Common Stock of PHC, INC. This Joint
Filing Agreement shall be included as an exhibit to such filing. In evidence
thereof, each of the undersigned, being duly authorized, hereby executes this
Joint Filing Agreement as of the 22nd day of August, 1997.
INFINITY INVESTORS LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
Director
SEACREST CAPITAL LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
President
