SC 13D/A 1 d82495a6sc13da.txt AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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) November 8, 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). 2 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 112,523 8) Shared Voting 373,815 9) Sole Dispositive Power 112,523 10) Shared Dispositive Voting Power 373,815 11) Aggregate Amount Beneficially Owned by each Reporting Person 373,815 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [--] 13) Percent of Class Represented by Amount in Row 11: 4.9% 14) Type of Reporting Person PN 3 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 373,815 9) Sole Dispositive Power 261,292 10) Shared Dispositive Voting Power 373,815 11) Aggregate Amount Beneficially Owned by each Reporting Person 373,815 12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [--] 13) Percent of Class Represented by Amount in Row 11: 4.9% 14) Type of Reporting Person IN 4 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"): 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 November 10, 2000 was 373,815, or approximately 4.9% of the shares of Common Stock outstanding. This percentage is based upon 7,494,602 shares of Common Stock reported to be issued and outstanding in the Company's November 14, 2000 Form 10-Q, plus 120,523 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.

(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):

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. 5 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: November 8, 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. 6 EXHIBIT INDEX

7 Exhibit 1 Joint Filing Agreement The undersigned hereby agree that this statement is filed on behalf of each of them. Dated: November 8, 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

PHC INC SC 13D/A