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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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.
11612 Bee Cave Road -- Suite 100, Austin, Texas 78738
(512) 263-3800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 2000
(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 430,283
8) Shared Voting 691,575
9) Sole Dispositive Power 430,283
10) Shared Dispositive Voting Power 691,575
11) Aggregate Amount Beneficially Owned by each
Reporting Person 691,575
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.62%
14) Type of Reporting Person
PN
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------ 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 261,292
8) Shared Voting 691,575
9) Sole Dispositive Power 261,292
10) Shared Dispositive Voting Power 691,575
11) Aggregate Amount Beneficially Owned by each
Reporting Person 691,575
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.62%
14) Type of Reporting Person
IN
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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 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:
11612 Bee Cave Road -- Suite 100
Austin, Texas 78738
Criminal and Civil Proceedings: None
(2) Name: Gary D. Halbert
Citizenship: USA
Principal Business: President, ProFutures Fund
Management, Inc., authorized agent of ProFutures
Special Equities Fund, L.P., Investment Management
Address of Principal Business and Office:
11612 Bee Cave Road -- Suite 100
Austin, Texas 78738
(3) John F. Mauldin resigned as an officer of ProFutures in
September 1999. He is no longer part of the Group.
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Items 5(a)-(c) of the Statement, "Interest in Securities of the
Issuer", are 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 July 27, 2000 was
760,075, or approximately 10.57% of the shares of Common Stock outstanding. This
percentage is based upon 7,016,832 shares of Common Stock reported to be issued
in Company's Form S-3 filed on July 14, 2000, plus 170,416 shares of Common
Stock due upon exercise of the Group's Warrants. The shares of Common Stock
beneficially owned by PSEF were purchased with working capital. The shares of
Common Stock beneficially owned by Halbert were purchased with personal funds.
<TABLE>
<CAPTION>
Number of
Shares Directly Percentage of
Ownership Owned Outstanding Shares*
<S> <C> <C>
PSEF 430,283 5.98 %
Gary D. Halbert 261,292 3.64 %
TOTAL 691,575 9.62 %
</TABLE>
(c) Over the past 60 days, 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>
6/22/00 5,000 $1.31 sold
6/22/00 11,000 $1.25 sold
6/23/00 5,000 $1.31 sold
6/29/00 17,000 $1.29 sold
6/30/00 2,100 $1.25 sold
6/30/00 10,000 $1.19 sold
7/10/00 1,000 $1.2187 sold
7/12/00 4,000 $1.1560 sold
7/21/00 28,100 $1.1238 sold
7/24/00 30,500 $1.1238 sold
7/25/00 10,000 $1.1560 sold
7/26/00 12,000 $1.1250 sold
7/26/00 1,000 $1.25 sold
7/28/00 2,000 $1.09 sold
8/07/00 7,000 $.88 sold
8/09/00 15,000 $.84 sold
8/10/00 11,000 $.84 sold
8/11/00 3,500 $.84 sold
8/14/00 17,000 $.84 sold
</TABLE>
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.
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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: August 17, 2000
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc.,
authorized agent
By: /s/ Gary D. Halbert
-------------------------------------
Gary D. Halbert, President
/s/ Gary D. Halbert
-----------------------------------------
Gary D. Halbert
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
