Pacific Steel Casting Co, et al. – ‘SC 13D/A’ on 7/23/98 re: First American Health Concepts Inc

As of:  Thursday, 7/23/98   ·   Accession #:  1047469-98-28082   ·   File #:  5-37830

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          10     43K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 13D  

Under the Securities Exchange Act of 1934     
  (Amendment No.    1     )*
             ---------

FIRST AMERICAN HEALTH CONCEPTS, INC.
--------------------------------------------------------  
(Name of Issuer)

  COMMON STOCK, NO PAR VALUE
--------------------------------------------------------  
  (Title of Class of Securities)

31852-M-10-5
--------------------------------------------------------  
(CUSIP Number)

Robert J. Delsol, Pacific Steel Casting Company, 1425     
Leimert Boulevard, Suite 400, Oakland, California CA      
94602  Tel: (510) 428-0300                                
--------------------------------------------------------  
(Name, Address and Telephone Number of Person Authorized  
to Receive Notices and Communications)

 June 30, 1998
--------------------------------------------------------  
(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 / /.                                                                        

  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).                                                                     

(Continued on following page(s))

Page 1 of  10 Pages 
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SC 13D/A
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CUSIP No. 31852-M-10-5                13D                 Page  2  of  10 Pages 
   ------------                                         ---    ---

------------------------------------------------------------------------------- 
(1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above  
Persons                                                               

PACIFIC STEEL CASTING COMPANY 94-1067684                              
------------------------------------------------------------------------------- 
(2) Check the Appropriate Box if a Member     (a)  / /                        
of a Group*                               (b)  /X/                    
------------------------------------------------------------------------------- 
(3) SEC Use Only                                                              

------------------------------------------------------------------------------- 
(4) Source of Funds*                                                          
W/C, 00                                                               
------------------------------------------------------------------------------- 
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to          
Items 2(d) or 2(e)  X                                                 
------------------------------------------------------------------------------- 
(6) Citizenship or Place of Organization                                      
California                                                            
------------------------------------------------------------------------------- 
Number of Shares              (7) Sole Voting                                   
Beneficially Owned                 Power   390,722  12.99%                    
by Each Reporting           --------------------------------------------------
Person With                  (8) Shared Voting                                
        Power        -0-
                            --------------------------------------------------
(9) Sole Dispositive
               Power   390,722  12.99%
                            --------------------------------------------------
 (10) Shared Dispositive
        Power        -0-
------------------------------------------------------------------------------- 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
749,284   24.9%                                                       
------------------------------------------------------------------------------- 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*         

------------------------------------------------------------------------------- 
(13) Percent of Class Represented by Amount in Row (11)                         
24.9%                                                                 
------------------------------------------------------------------------------- 
(14) Type of Reporting Person*                                                  
CO                                                                    
------------------------------------------------------------------------------- 
*SEE INSTRUCTION BEFORE FILLING OUT!    

INSTRUCTIONS FOR COVER PAGE                                                     

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish      
 the full legal name of each person for whom the report is filed - i.e.,
     each person required to sign the schedule itself - including each member of
   a group. Do not include the name of a person required to be identified in
  the report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see  
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).        

(2)  If any of the shares beneficially owned by a reporting person are held     
 as a member of a group and the membership is expressly affirmed, please
 check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
  existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to 
check row 2(b)].                                                      

(3)  The 3rd row is for SEC internal use; please leave blank.                   

SC 13D/A
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CUSIP No. 31852-M-10-5                13D                 Page  3  of  10 Pages 
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------------------------------------------------------------------------------- 
(1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above  
Persons                                                               

PACIFIC STEEL CASTING PROFIT SHARING PLAN 94-6052192                  
------------------------------------------------------------------------------- 
(2) Check the Appropriate Box if a Member     (a)  / /                        
of a Group*                               (b)  /X/                    
------------------------------------------------------------------------------- 
(3) SEC Use Only                                                              

------------------------------------------------------------------------------- 
(4) Source of Funds*                                                          
W/C, 00                                                               
------------------------------------------------------------------------------- 
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to          
Items 2(d) or 2(e)                                                    
------------------------------------------------------------------------------- 
(6) Citizenship or Place of Organization                                      
California                                                            
------------------------------------------------------------------------------- 
Number of Shares              (7) Sole Voting                                   
Beneficially Owned                 Power                                      
by Each Reporting           --------------------------------------------------
Person With                  (8) Shared Voting                                
                  Power        105,704  3.5%
                            --------------------------------------------------
(9) Sole Dispositive
Power   
                            --------------------------------------------------
 (10) Shared Dispositive
                  Power        105,704  3.5%
------------------------------------------------------------------------------- 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
749,284   24.9%                                                       
------------------------------------------------------------------------------- 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*         

------------------------------------------------------------------------------- 
(13) Percent of Class Represented by Amount in Row (11)                         
24.9%                                                                 
------------------------------------------------------------------------------- 
(14) Type of Reporting Person*                                                  
EP                                                                    
------------------------------------------------------------------------------- 
*SEE INSTRUCTION BEFORE FILLING OUT!    

INSTRUCTIONS FOR COVER PAGE                                                     

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish      
 the full legal name of each person for whom the report is filed - i.e.,
     each person required to sign the schedule itself - including each member of
   a group. Do not include the name of a person required to be identified in
  the report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see  
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).        

(2)  If any of the shares beneficially owned by a reporting person are held     
 as a member of a group and the membership is expressly affirmed, please
 check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
  existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to 
check row 2(b)].                                                      

(3)  The 3rd row is for SEC internal use; please leave blank.                   

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CUSIP No. 31852-M-10-5                13D                 Page  4  of  10 Pages 
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------------------------------------------------------------------------------- 
(1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above  
Persons                                                               

PACIFIC STEEL CASTING PENSION PLAN 94-6270646                         
------------------------------------------------------------------------------- 
(2) Check the Appropriate Box if a Member     (a)  / /                        
of a Group*                               (b)  /X/                    
------------------------------------------------------------------------------- 
(3) SEC Use Only                                                              

------------------------------------------------------------------------------- 
(4) Source of Funds*                                                          
W/C, 00                                                               
------------------------------------------------------------------------------- 
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to          
Items 2(d) or 2(e)                                                    
------------------------------------------------------------------------------- 
(6) Citizenship or Place of Organization                                      
California                                                            
------------------------------------------------------------------------------- 
Number of Shares              (7) Sole Voting                                   
Beneficially Owned                 Power                                      
by Each Reporting           --------------------------------------------------
Person With                  (8) Shared Voting                                
                   Power        151,086  5.02%
                            --------------------------------------------------
(9) Sole Dispositive
Power   
                            --------------------------------------------------
 (10) Shared Dispositive
                   Power        151,086  5.02%
------------------------------------------------------------------------------- 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
749,284   24.9%                                                       
------------------------------------------------------------------------------- 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*         

------------------------------------------------------------------------------- 
(13) Percent of Class Represented by Amount in Row (11)                         
24.9%                                                                 
------------------------------------------------------------------------------- 
(14) Type of Reporting Person*                                                  
EP                                                                    
------------------------------------------------------------------------------- 
*SEE INSTRUCTION BEFORE FILLING OUT!    

INSTRUCTIONS FOR COVER PAGE                                                     

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish      
 the full legal name of each person for whom the report is filed - i.e.,
     each person required to sign the schedule itself - including each member of
   a group. Do not include the name of a person required to be identified in
  the report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see  
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).        

(2)  If any of the shares beneficially owned by a reporting person are held     
 as a member of a group and the membership is expressly affirmed, please
 check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
  existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to 
check row 2(b)].                                                      

(3)  The 3rd row is for SEC internal use; please leave blank.                   

SC 13D/A
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CUSIP No. 31852-M-10-5                13D                 Page  5  of  10 Pages 
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------------------------------------------------------------------------------- 
(1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above  
Persons                                                               

TRI-PACIFIC, INC.  94-2581249                                         
------------------------------------------------------------------------------- 
(2) Check the Appropriate Box if a Member     (a)  / /                        
of a Group*                               (b)  /X/                    
------------------------------------------------------------------------------- 
(3) SEC Use Only                                                              

------------------------------------------------------------------------------- 
(4) Source of Funds*                                                          
W/C                                                                   
------------------------------------------------------------------------------- 
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to          
Items 2(d) or 2(e)  Not applicable                                    
------------------------------------------------------------------------------- 
(6) Citizenship or Place of Organization                                      
California                                                            
------------------------------------------------------------------------------- 
Number of Shares              (7) Sole Voting                                   
Beneficially Owned                 Power     12,000   .39%                    
by Each Reporting           --------------------------------------------------
Person With                  (8) Shared Voting                                
Power   
                            --------------------------------------------------
(9) Sole Dispositive
               Power     12,000   .39%
                            --------------------------------------------------
 (10) Shared Dispositive
Power   
------------------------------------------------------------------------------- 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
749,284   24.9%                                                       
------------------------------------------------------------------------------- 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*         

------------------------------------------------------------------------------- 
(13) Percent of Class Represented by Amount in Row (11)                         
24.9%                                                                 
------------------------------------------------------------------------------- 
(14) Type of Reporting Person*                                                  
HC                                                                    
------------------------------------------------------------------------------- 
*SEE INSTRUCTION BEFORE FILLING OUT!    

INSTRUCTIONS FOR COVER PAGE                                                     

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish      
 the full legal name of each person for whom the report is filed - i.e.,
     each person required to sign the schedule itself - including each member of
   a group. Do not include the name of a person required to be identified in
  the report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see  
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).        

(2)  If any of the shares beneficially owned by a reporting person are held     
 as a member of a group and the membership is expressly affirmed, please
 check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
  existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to 
check row 2(b)].                                                      

(3)  The 3rd row is for SEC internal use; please leave blank.                   

SC 13D/A
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CUSIP No. 31752-M-10-5                13D                 Page  6  of  10 Pages 
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------------------------------------------------------------------------------- 
(1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above  
Persons                                                               

ROBERT DELSOL  559-74-0905                                            
------------------------------------------------------------------------------- 
(2) Check the Appropriate Box if a Member     (a)  / /                        
of a Group*                               (b)  /X/                    
------------------------------------------------------------------------------- 
(3) SEC Use Only                                                              

------------------------------------------------------------------------------- 
(4) Source of Funds*                                                          
W/C, 00                                                               
------------------------------------------------------------------------------- 
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to          
Items 2(d) or 2(e)  Not applicable                                    
------------------------------------------------------------------------------- 
(6) Citizenship or Place of Organization                                      
California                                                            
------------------------------------------------------------------------------- 
Number of Shares              (7) Sole Voting                                   
Beneficially Owned                 Power    20,000 (options)  .66%            
by Each Reporting           --------------------------------------------------
Person With                  (8) Shared Voting                                
       Power   729,284
                            --------------------------------------------------
(9) Sole Dispositive
                       Power    20,000 (options)  .66%
                            --------------------------------------------------
 (10) Shared Dispositive
       Power   729,284
------------------------------------------------------------------------------- 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               
749,284   24.9%                                                       
------------------------------------------------------------------------------- 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*         

------------------------------------------------------------------------------- 
(13) Percent of Class Represented by Amount in Row (11)                         
24.9%                                                                 
------------------------------------------------------------------------------- 
(14) Type of Reporting Person*                                                  
IN                                                                    
------------------------------------------------------------------------------- 
*SEE INSTRUCTION BEFORE FILLING OUT!    

INSTRUCTIONS FOR COVER PAGE                                                     

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish      
 the full legal name of each person for whom the report is filed - i.e.,
     each person required to sign the schedule itself - including each member of
   a group. Do not include the name of a person required to be identified in
  the report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see  
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).        

(2)  If any of the shares beneficially owned by a reporting person are held     
 as a member of a group and the membership is expressly affirmed, please
 check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
  existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(l) in which case it may not be necessary to 
check row 2(b)].                                                      

(3)  The 3rd row is for SEC internal use; please leave blank.                   

SC 13D/A
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ITEM 1.  SECURITY AND ISSUER.                                                   

This statement relates to the common stock (no par value) of:         

First American Health Concepts, Inc.                          
7776 S. Pointe Parkway West, Suite 150                        
Phoenix, Arizona 85044-5424                                   

ITEM 2.  IDENTITY AND BACKGROUND.                                               

Information regarding the persons filing this statement is as follows:

(1)  Pacific Steel Casting Company                                    
1333 Second Street                                          
Berkeley, CA 94710                                          

Pacific Steel Casting Company is a California corporation and is a    
producer of carbon, lo-alloy and casteel products.                              

 (2) The Pacific Steel Casting Profit Sharing Plan and the Pacific Steel
Casting Pension Plan are employee benefit and pension plans for employees of    
Pacific Steel Casting Company.                                                  

(3) (a) Robert J. Delsol                                              
(b) Residence address: 12 Marlin Cove,                        
Oakland, CA 94618                                     

          Business address: Alpha Capital Company, 1425 Leimert Boulevard,
Suite 400, Oakland, CA 94602                          

    (c) Mr. Delsol is President and Chief Executive Officer of Pacific
   Steel Casting Company and is trustee of the Pacific Steel
          Casting Company Profit Sharing Plan and Pension Plan. Mr. Delsol
          also is President, a shareholder and a director of Alpha Capital
            Company, 1425 Leimert Boulevard, Suite 400, Oakland, CA 94602, and
            a director of First American Health Concepts, Inc. Mr. Delsol also
is President of Tri-Pacific, Inc.                     

     (d) and (e)   During the last five (5) years, neither Pacific Steel
             Casting Company, the Pacific Steel Profit Sharing Plan, the Pacific
          Steel Pension Plan, Tri-Pacific, Inc., Alpha Capital Company nor
            Robert J. Delsol have been convicted in any criminal proceeding or
            been a party to a civil proceeding of a judicial or administrative
            body of competent jurisdiction in which any of them was subject to
             any judgment, decree of final order enjoining future violations of,
             or prohibiting or mandating activities subject to, federal or state

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       securities laws or finding any violation with respect to such
laws.                                                 

(4) TRI-PACIFIC, INC.                                                 

   Tri-Pacific is a California corporation and is a holding company.
       Its subsidiaries are: Pacific Steel Casting Company and Alpha Capital
Company.                                                      

(f) Mr. Delsol is a citizen of the United States.             

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

-   Alpha Capital owns directly 46,515 shares of First American common
      stock. Its cost basis for these shares was $196,796. These purchases
were made from Alpha Capital's working capital.               

 -   Pacific Steel Casting Company owns directly 390,722 shares of First
        American common stock. The cost basis for these shares was $1,680,000.
      The funds for this purchase came from the working capital of Pacific
Steel Casting.                                                

-   The Pacific Steel Casting Company Pension Plan owns 151,086 shares
     of First American common stock. The cost basis for these shares was
    $653,472. The funds for this purchase came from the capital of the
Pacific Steel Casting Company Pension Plan.                   

-   The Pacific Steel Casting Company Profit Sharing Plan owns 105,704
        shares of First American common stock. The cost basis for these shares
        was $493,229. The funds for this purchase came from the capital of the
Pacific Steel Casting Company Profit Sharing Plan.            

-   Piece of the Pebble, a partnership, owns 23,257 shares of First   
      American common stock. The cost basis for these shares was $100,000.
Mr. Delsol is a general partner of Piece of the Pebble.       

  -   Tri-Pacific, Inc. owns 12,000 shares of First American common stock.
 The cost basis for these shares was $54,850. The funds for this
purchase came from the working capital of Tri-Pacific, Inc.   

ITEM 4.  PURPOSE OF TRANSACTION.                                                

Pacific Steel Casting Company, Pacific Steel Casting Company Pension  
Plan, Pacific Steel Casting Company Profit Sharing Plan, Robert Delsol, Piece   
of the Pebble, Alpha Capital Company and Tri-Pacific, Inc. have purchased the   
First American common stock                                                     

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reported herein as an investment. None of them has any plans at present to      
change the operations, business, capitalization or corporate structure of       
First Amerian Health Concepts. Although these persons have no such plans at     
present, they may, at a later date, decide to acquire additional shares of      
First American common stock or dispose of part or all of their present          
holdings in the open market transactions or private sales to third parties.     

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

Robert J. Delsol owns 75% of Tri-Pacific, Inc., a holding company.    
Tri-Pacific in turn owns 82% of Pacific Steel Casting Company and 100% of       
Alpha Capital Company. Mr. Delsol is President and Chief Executive Officer of   
Pacific Steel Casting and trustee of the Pacific Steel Casting Pension Plan     
and the Pacific Steel Casting Profit Sharing Plan. He also is President and a   
director of Alpha Capital Company and a director of First American.             

Mr. Delsol beneficially owns, directly or indirectly, the following   
common stock of First American Health Concepts:                                 

- 46,515 shares (1.5%) owned by Alpha Capital.                        

- 390,722 shares (12.99%) owned by Pacific Steel Casting Company.     

- 151,086 shares (5.02%) owned by the Pacific Steel Casting Company   
Pension Plan.                                                     

- 105,704 shares (3.5%) owned by the Pacific Steel Casting Company    
Profit Sharing Plan.                                              

- 23,257 shares (.8%) owned by Piece of the Pebble, a limited         
partnership.                                                      

- 12,000 shares (.6%) owned by Tri-Pacific, Inc.                      

Mr. Delsol has sole voting and sole dispositive authority with respect
to the above shares. Mr. Delsol also has sole dispositive authority with        
respect to options on 20,000 shares of First American common stock.             

During the past 60 days there have been the following transactions in 
First American Health Concepts common stock: On June 10, 1998, the Pacific      
Steel Casting Pension Plan purchased 2,000 shares at $4.00 per share and it     
purchased an additional 3,000 shares at $4.00 per share on June 29, 1998.       

ITEM 6.  CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT   
TO SECURITIES OF THE ISSUER.                                  

None to report.                                                       

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ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

None.                                                                 

SIGNATURE   

   After  reasonable  inquiry and to the  best of my  knowledge and belief,  I
certify that the information set forth in this statement is true,  complete and 
correct.                                                                        

Date:  July 8, 1998                                                             

/s/ Robert Delsol                                                               
----------------------                                                          
Robert Delsol                                                                   
Pacific Steel Casting Company                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		7/23/98							SC 13D,  SC 13D/A
		7/8/98		10
		6/30/98		1
		6/29/98		9
		6/10/98		9
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