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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PHC, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
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)
January 20, 1998
(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]
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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 329,824
8) Shared Voting 329,824
9) Sole Dispositive Power 329,824
10) Shared Dispositive Voting Power 329,824
11) Aggregate Amount Beneficially Owned by each
Reporting Person 329,824
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
7.03%
14) Type of Reporting Person
PN
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Schedule 13D (cont'd.)
PHC, INC.
ProFutures Special Equities Fund, L.P. ("PSEF") hereby amends PSEF's
Statement on Schedule 13D (the "Statement") filed on June 13, 1997 in connection
with PSEF's ownership of shares of Class A Common Stock, $0.01 par value per
share (the "Common Stock"), of PHC, Inc. (the "Company"):
Item 5 of the Statement, "Interest in Securities of the Issuer," is hereby
amended by adding the following statements:
(a) and (b) The aggregate number of shares of Common Stock owned
beneficially by PSEF as of the close of business on January 20, 1998 was
329,824, or approximately 7.03% of the shares of Common Stock outstanding. This
percentage is based upon 4,689,304 shares of Common Stock reported to be
outstanding in the Company's September 30, 1997 Form 10-QSB. Warrants for the
purchase of a minimum of 3,000 shares of Common Stock, which will be due and
payable by the Company to PSEF once a registration statement covering the shares
underlying the Units becomes , have not been included in amount of shares
beneficially owned.
(c) PSEF sold Common Stock of the Company in the following brokered
transactions on the NASDAQ Small Cap Market (dates are settlement
dates):
<TABLE>
<CAPTION>
Date No. of Shares Price Transaction
<S> <C> <C> <C>
9/30/97 4,000 $2.83 sold
10/1/97 13,900 2.89 sold
10/2/97 5,500 2.94 sold
10/6/97 12,000 2.90 sold
10/10/97 7,000 2.75 sold
10/21/97 6,000 2.88 sold
11/04/97 5,000 2.63 sold
11/10/97 4,000 2.69 sold
11/10/97 1,000 2.69 sold
11/13/97 2,500 2.75 sold
11/18/97 4,800 2.75 sold
12/2/97 2,100 2.37 sold
12/17/97 2,500 2.37 sold
12/18/97 1,000 2.31 sold
1/20/98 6,500 2.31 sold
</TABLE>
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: January 20, 1998
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
Each of such Reporting Persons certifies only the information stated herein
regarding such Reporting Person.
