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): December 21, 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 December 21, 1995, the registrant issued a press release
announcing the completion of a private offering of $69 million in
aggregate principal amount of its 6-1/2% 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 exhibits are furnished as part
of this report.
Exhibit Description
99.1 Press Release dated December 21, 1995.
Page 2 of 5 Pages
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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/ Anthony M. Picini
Name: Anthony M. Picini
Title: Senior Vice President and
Chief Financial Officer
Dated: December 21, 1995
Page 3 of 5 Pages
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
99.1 Press Release dated December 21, 1995. 5
Page 4 of 5 Pages
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 COMPLETES PRIVATE OFFERING OF CONVERTIBLE DEBT
Reston, Virginia, December 21, 1995 -- PHP Healthcare Corporation
(NYSE: PPH) announced today that it completed the private sale of
$69,000,000 in aggregate principal amount of the Company's 6-1/2%
Convertible Subordinated Debentures due December 15, 2002. The
Debentures are convertible into PHP common stock at a conversion
price of $27.25 per share.
The Debentures are redeemable at the option of the Company, in
whole or in part, at the redemption prices set forth in the
Indenture, together with accrued interest, except that no
redemption may be made prior to December 17, 1998. Upon a
Repurchase Event, each holder of Debentures shall have the right,
at the holder's option, to require the Company to repurchase such
holder's Debenture at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest. The Debentures
are unsecured obligations of the Company and are subordinated to
all of the Company's Senior Indebtedness (as defined) whether now
existing or hereafter incurred. The Indenture does not restrict
the incurrence of any other indebtedness or liabilities by the
Company.
The Debentures and the underlying common stock have not been
registered under the Securities Act of 1933 or under applicable
state securities laws, and may not be offered or sold absent
registration under, or an applicable exemption from the
registration requirements of, the Securities Act and applicable
state securities laws. The Debentures have been 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.
The net proceeds from the sale of the Debentures will be used to
repay certain indebtedness, to fund expansion of the Company's
Commercial Managed Care Services division, and for general
corporate purposes, including working capital and possible
acquisitions and joint ventures.
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
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