SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 29,
1995
PHP HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
State or other jurisdiction of incorporation: Delaware
Commission File No.: 0-16235
I.R.S. Employer Identification No.: 54-1023168
Address of principal executive offices: 11440 Commerce Park Drive
Reston, VA 22091
Registrant's telephone number, including area code:
(703) 758-3600
Former name or former address, if changed since last report:
Not applicable
Page 1 of 5 Pages
Exhibit Index at Page 4
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ITEM 5. OTHER EVENTS.
On November 29, 1995, the registrant issued a press release
announcing its intention to make a private offering of $60
million in aggregate principal amount of convertible subordinated
debentures due 2002. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is furnished as part
of this report.
Exhibit No. Description
99.1 Press Release dated November 29, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PHP HEALTHCARE CORPORATION
By: /s/ Charles H. Robbins
Name: Charles H. Robbins
Title: Chairman and Chief
Executive Officer
Dated: November 30, 1995
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
99.1 Press release dated November 29, 1995 5
EXHIBIT 99.1
PHP HEALTHCARE
CORPORATION
FOR IMMEDIATE RELEASE
For more information contact:
Charles H. Robbins
Chairman and CEO
703/758-3600
Jack M. Mazur
President
703/758-3600
PHP HEALTHCARE ANNOUNCES PROPOSED
OFFERING OF CONVERTIBLE DEBT
Reston, Virginia, November 29, 1995 -- PHP Healthcare Corporation
(NYSE: PPH) announced today that it proposes to make a private
offering of $60 million in aggregate principal amount of
convertible subordinated debentures due 2002. The debentures
will be unsecured obligations, convertible into PHP common stock
and subordinated to all present and future senior indebtedness of
the Company.
The Company intends to use the net proceeds of the offering to
repay certain existing indebtedness, to fund expansion of its
Commercial Managed Health Care Services division, and for general
corporate purposes.
The debentures and the underlying common stock have not been
registered under the Securities Act of 1933 and may not be
offered or sold absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state securities laws.
The debentures will be offered only to "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) in
reliance on the exemption from the registration requirements
provided by Rule 144A, and outside the United States to certain
persons in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy the debentures.
# # #
Corporate Headquarters 11440 Commerce Park Drive, Reston,
Virginia 22091 (703) 758-3600
