<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 16, 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).
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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) [X]
(b) [ ]
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 606,509
8) Shared Voting 754,794
9) Sole Dispositive Power 606,509
10) Shared Dispositive Voting Power 754,794
11) Aggregate Amount Beneficially Owned by each
Reporting Person 754,794
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
14.27%
14) Type of Reporting Person
PN
<PAGE> 3
- ------ Schedule 13D cont'd --------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
Gary D. Halbert
###-##-####
2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
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
USA
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 88,971
8) Shared Voting 754,794
9) Sole Dispositive Power 88,971
10) Shared Dispositive Voting Power 754,794
11) Aggregate Amount Beneficially Owned by each
Reporting Person 754,794
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
14.27%
14) Type of Reporting Person
IN
<PAGE> 4
- ------ Schedule 13D cont'd --------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
John F. Mauldin
###-##-####
2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
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
USA
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 59,314
8) Shared Voting 751,794
9) Sole Dispositive Power 59,314
10) Shared Dispositive Voting Power 751,794
11) Aggregate Amount Beneficially Owned by each
Reporting Person 751,794
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
13.78%
14) Type of Reporting Person
IN
<PAGE> 5
- --------------- 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 2A of the Statement, "Identity and Background", is hereby amended
and restated as follows:
A. Persons Filing this Statement.
(1) Name: ProFutures Special Equities Fund, L.P.
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
(2) Name: Gary D. Halbert
Citizenship: USA
Principal Business: President, ProFutures Fund
Management, Inc., a General Partner of ProFutures
Special Equities Fund, L.P., Investment Management
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200
Austin, Texas 78734
(3) Name: John F. Mauldin
Citizenship: USA
Principal Business: Vice President, ProFutures Fund
Management, Inc., a General Partner of
ProFutures
Special Equities Fund, L.P., Investment
Management
Address of Principal Business and Office:
1000 Ballpark in Arlington -- Suite 216
Arlington, Texas 76011
Item 3 of the Statement, "Source and Amount of Funds or Other
Consideration", is hereby amended by adding the following statements:
On March 10, 1998, the Company issued to PSEF as a payment for late
registration Warrants for the purchase of 3,000 shares Common Stock at $2.90 per
share. On March 16, 1998, the Group, consisting of PSEF, Gary D. Halbert
("Halbert") and John F. Mauldin ("Mauldin"), purchased directly from the Company
in a private transaction: (a) 750 shares of Series B 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 $750,000 (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 and
a maximum conversion price. 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 at any time for up to three years
at the closing bid price per share of the Common Stock on March 16, 1998.
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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 the Group as of the close of business on March 16, 1998 was
754,794, or approximately 14.27% of the shares of Common Stock outstanding. This
percentage is based upon (a) an assumed conversion price per share of $1.85 and
(b) 4,704,956 shares of Common Stock reported to be issued in the March 13, 1998
transaction documents between the Company and the Group plus 584,078 shares of
Common Stock due upon conversion and exercise of the Preferred Stock and
Warrants, respectively. The shares of Common Stock beneficially owned by PSEF
were purchased with working capital. The shares of Common Stock beneficially
owned by Halbert and Mauldin were purchased with personal funds.
<TABLE>
<CAPTION>
Number of
Shares Directly Percentage of
Ownership Owned Outstanding Shares*
<S> <C> <C>
PSEF 606,509 11.46 %
Gary D. Halbert 88,971 1.69 %
John F. Mauldin 59,314 1.12 %
TOTAL 754,794 14.27 %
</TABLE>
(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>
2/03/98 2,200 $2.73 sold
2/05/98 8,000 2.77 sold
2/09/98 1,200 2.80 sold
2/10/98 5,200 2.73 sold
2/11/98 6,300 2.77 sold
</TABLE>
(d) Except as indicated in this Item 5, neither the members of Group
nor, to the best knowledge of the members of the Group (with respect to each of
their respective
Item 7 of the Statement, "Material to be Filed as Exhibits", is hereby
amended and restated as follows:
Exhibit 1, the Joint Filing Agreement, is attached hereto.
<PAGE> 7
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: March 19, 1998
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
-------------------------------------
Gary D. Halbert, President
/s/ Gary D. Halbert
-----------------------------------------
Gary D. Halbert
/s/ John F. Mauldin
-----------------------------------------
John F. Mauldin
Each of such Reporting Persons certifies only the information
stated herein regarding such Reporting Person.
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
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Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed on behalf of
each of them.
Dated: March 19, 1998
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
-------------------------------------
Gary D. Halbert, President
/s/ Gary D. Halbert
-----------------------------------------
Gary D. Halbert
/s/ John F. Mauldin
-----------------------------------------
John F. Mauldin
