Pursuant to Rule 424(b)(3)
File No. 333-01101
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 18, 1996
PHP HEALTHCARE CORPORATION
$69,000,000 Principal Amount of 6-1/2% Convertible
Subordinated Debentures Due 2002
(Interest payable June 15 and December 15)
3,499,937 Shares of Common Stock
--------------------
The Prospectus dated June 5, 1996, is hereby supplemented as
follows to restate, in its entirety, the "Selling Securityholders"
section beginning on page 22 of the Prospectus:
SELLING SECURITYHOLDERS
The following table sets forth certain information as of June 5,
1996 (except as otherwise indicated) as to the security ownership of the
Selling Securityholders. Except as set forth below, none of the Selling
Securityholders has had a material relationship with the Company or any
of its predecessors or affiliates within the past three years.
<PAGE>
<TABLE>
<CAPTION>
Shares of
Principal Amount Principal Shares of Common Common Stock
of Debentures Amount of Stock Underlying
Beneficially Debentures Beneficially Debentures
Owned that Owned Being Sold
May be and Additional
Name Amount ($) Percent Sold ($) Number Percent Shares
---- ---------- ------- --------- ------ ------- --------------
<S> <C> <C> <C> <C> <C> <C>
General Motors 13,300,000 19.28 13,300,000 488,073 4.26 488,073
Employees Domestic
Group Trust
Bankers Trust 5,780,000 8.38 5,780,000 212,110 1.90 212,110
Company (1)
Oppenheimer Main 5,000,000 7.25 5,000,000 183,486 1.64 183,486
Street Income &
Growth Fund
Allstate Insurance 4,000,000 5.80 4,000,000 146,789 1.32 146,789
Company
Forest Fulcrum Fund 3,740,000 5.42 3,740,000 137,248 1.23 137,248
LP
Smith Barney & Co. 3,350,000 4.86 3,350,000 122,936 1.11 122,936
JMG Convertible 3,115,000 4.51 3,115,000 114,312 1.03 114,312
Investments, L.P.
Paul Berkman and 3,050,000 4.42 3,050,000 111,926 1.01 111,926
Company
Commonwealth Life 2,750,000 3.99 2,750,000 100,917 * 100,917
Insurance Co. Stock
TRAC (Teamsters 1)
Oregon Equity Fund 2,500,000 3.62 2,500,000 91,743 * 91,743
SAIF Corporation 1,550,000 2.25 1,550,000 56,880 * 56,880
Pacific Horizon 1,500,000 2.17 1,500,000 55,046 * 55,046
Capital Income Fund
Societe Generale 1,500,000 2.17 1,500,000 55,046 * 55,046
Bonafide Arbitrage
Forest Fulcrum Fund 1,260,000 1.83 1,260,000 46,239 * 46,239
Ltd.
Offshore 1,100,000 1.59 1,100,000 40,367 * 40,367
Strategies, Ltd.
Templeton Global 800,000 1.16 800,000 29,537 * 29,537
Hedged Convert Ltd.
McMahan Securities 750,000 1.09 750,000 27,523 * 27,523
Co. L.P.
State of Delaware 750,000 1.09 750,000 27,523 * 27,523
Retirement
31 West Fund L.P. 500,000 * 500,000 18,348 * 18,348
Templeton Global 450,000 * 450,000 16,513 * 16,513
Hedged Convert L.P.
Weirton Convertible 380,000 * 380,000 13,945 * 13,945
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Principal Amount Principal Shares of Common Common Stock
of Debentures Amount of Stock Underlying
Beneficially Debentures Beneficially Debentures
Owned that Owned Being Sold
May be and Additional
Name Amount ($) Percent Sold ($) Number Percent Shares
---- ---------- ------- --------- ------ ------- --------------
<S> <C> <C> <C> <C> <C> <C>
ICI American 350,000 * 350,000 12,844 * 12,844
Holdings Pension
Zeneca Holdings 350,000 * 350,000 12,884 * 12,844
Pension
Harris Trust & 300,000 * 300,000 11,009 * 11,009
Savings Bank,
Trustee for the
Harris Trust and
Savings Bank Trust
for Collective
Investment of
Employee Benefit
Accounts --
Convertible Fund
Magus Int'l Limited 300,000 * 300,000 11,009 * 11,009
Laterman & Co. 250,000 * 250,000 9,174 * 9,174
Laterman Strategies 250,000 * 250,000 9,174 * 9,174
90's L.P.
WAFRA Discretionary 250,000 * 250,000 9,174 * 9,174
Delaware State 205,000 * 205,000 7,523 * 7,523
Employees' Retire-
ment Fund
Thermo Electron 150,000 * 150,000 5,504 * 5,504
Balanced Investment
Fund
Firebird Overseas, 150,000 * 150,000 5,504 * 5,504
Ltd.
Bank of America 150,000 * 150,000 5,504 * 5,504
Convertible
Securities Fund
NALCO Chemical 150,000 * 150,000 5,504 * 5,504
Retirement Trust
Kapiolani Medical 100,000 * 100,000 3,669 * 3,669
Center
Declaration of 75,000 * 75,000 2,752 * 2,752
Trust for Defined
Benefit Plan of ICI
American Holdings
Declaration of 50,000 * 50,000 1,835 * 1,835
Trust for Defined
Benefit Plan of
Zeneca Holdings
Inc.
Other Selling 8,795,000 12.75 8,795,000 322,752 2.86 322,752
Securityholders (2)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Principal Amount Principal Shares of Common Common Stock
of Debentures Amount of Stock Underlying
Beneficially Debentures Beneficially Debentures
Owned that Owned Being Sold
May be and Additional
Name Amount ($) Percent Sold ($) Number Percent Shares
---- ---------- ------- --------- ------ ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Voting Group (3)(4) -- -- -- 4,223,222 34.03 755,717(6)(9)
Charles H. Robbins (5)
and Ellen E.
Robbins; Jack M.
Mazur and Lynn
Mazur; VACHR, Inc.;
Michael D. Starr;
Shamrock
Investments;
Charles P.
Reilly; Michael
E. Gallagher
Shamrock Group -- -- -- 1,078,036 9.45 755,717(9)
(3)(7) (8)
Charles P.
Reilly; Michael
E. Gallagher;
Shamrock
Investments
Charles P. Reilly -- -- -- 510,906 4.56 313,945(12)
(3)(10) (11)(12)
Michael E. -- -- -- 338,457 3.05 235,599(15)
Gallagher (3)(14) (14)(15)
Shamrock -- -- -- 228,673 2.09 206,173(17)
Investments (3) (16)(17)
John P. Cole -- -- -- 350,000 3.18 200,000(20)
(3)(18) (19)(20)
Jonathan J. Spees -- -- -- 8,110 * 8,110
(3)(21)
</TABLE>
* Less than 1%
(1) $5,780,000 aggregate principal amount of Debentures are
beneficially owned by clients of Bankers Trust Company
and held by Bankers Trust Company as custodian for
these clients. Information regarding these clients
will be added by further supplement to this Prospectus.
(2) Information regarding these persons or entities will be
added by further supplement to this Prospectus.
(3) Information is as of June 14, 1996.
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<PAGE>
(4) The persons listed are parties to a Voting Agreement dated as
of October 7, 1994, pursuant to which they have agreed to act
together under certain circumstances. See "Risk Factors --
Control by Management and Certain Stockholders." These
persons constitute a group (the "Voting Group") within the
meaning of Section 13(d)(3) of the Exchange Act and have
jointly filed a Schedule 13D with the Securities and Exchange
Commission. For additional information regarding the
relationship between the members of the Voting Group and the
Company, see Items 10-13 of the Company's Annual Report on
Form 10-K/A for the fiscal year ended April 30, 1995, which is
incorporated herein by reference.
(5) For additional information regarding the beneficial ownership
of shares by members of the Voting Group, see Item 12
("Security Ownership of Certain Beneficial Owners and
Management") of the company's Annual Report on Form 10-K/A for
the fiscal year ended April 30, 1995, which is incorporated
herein by reference.
(6) Does not include any shares beneficially owned by Charles H.
Robbins, Ellen E. Robbins, Jack M. Mazur, Lynn Mazur, VACHR,
Inc. or Michael D. Starr, other than the shares referred to in
note 7 in which such persons have no pecuniary interest.
(7) Shamrock Investments, Charles P. Reilly and Michael E.
Gallagher constitute a group (separate from the Voting Group,
the "Shamrock Group") within the meaning of Section 13(d)(3)
of the Exchange Act and have jointly filed a Schedule 13D with
the Securities and Exchange Commission. For additional
information regarding the relationship between members of the
Shamrock Group and the Company, see Item 13 ("Certain
Transactions and Business Relationships") of the Company's
Annual Report on Form 10-K/A for the fiscal year ended April
30, 1995, which is incorporated herein by reference.
(8) Includes 510,906 shares beneficially owned by Mr. Reilly (see
notes 11 and 12 below), 338,457 shares beneficially owned by
Mr. Gallagher (see notes 14 and 15 below) and 228,673 shares
beneficially owned by Shamrock Investments (see notes 16 and
17 below). Excludes additional shares referred to in note 5
deemed to be beneficially owned by the members of the Shamrock
Group by virtue of their participation in the Voting Group.
(9) Includes 313,945 shares beneficially owned by Mr. Reilly (see
note 12 below), 235,599 shares beneficially owned by Mr.
Gallagher (see note 15 below) and 206,173 shares beneficially
owned by Shamrock Investments (see note 17 below).
(10) Mr. Reilly joined the Company as a Director in 1991. He is
the managing general partner of Shamrock Investments. From
August 1994 to August 1995, Mr. Reilly was an employee of the
Company, serving as chairman of the Company's Executive
Council.
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<PAGE>
(11) Includes 137,142 shares issuable upon the exercise of stock
options granted to Mr. Reilly in connection with his
employment agreement and an additional 52,500 shares issuable
upon the exercise of stock options granted to Mr. Reilly.
(12) Includes 7,319 shares issued to Mr. Reilly as a Director;
205,074 shares issued to Mr. Reilly and 59,963 shares
issuable upon the conversion of convertible notes issued to
Mr. Reilly in connection with the merger of Paragon Ambulatory
Surgery, Inc. into the Company (the "Paragon Merger"); and 24,454
shares issued to Mr. Reilly and 24,454 shares issuable upon the
exercise of stock options granted to Mr. Reilly in connection with
the merger of J.P. Cole & Associates, Inc. into the Company (the
"Cole Merger"). Of the shares and options issued to Mr. Reilly in
connection with the Cole Merger, 15,162 shares are held in escrow
subject to forfeiture unless certain performance conditions are
met, and 15,162 options will become exercisable only if certain
performance conditions are met by December 30, 1996 or a
change of control of the Company occurs prior to that date.
Excludes additional shares referred to in notes 5, 14, 15, 16,
and 17 deemed to be beneficially owned by Mr. Reilly by virtue
of his participation in the Voting Group.
(13) Mr. Gallagher is a general partner of Shamrock Investments.
From August 1994 to August 1995, Mr. Gallagher was employed by
the Company as a member of its Executive Council. He
previously served as Chief Executive Officer of Paragon
Ambulatory Surgery, Inc., which was merged into the Company on
September 29, 1994.
(14) Includes 102,858 shares issuable upon the exercise of stock
options granted to Mr. Gallagher in connection with his
employment agreement.
(15) Includes 153,816 shares to Mr. Gallagher and 44,975 shares
issuable upon the conversion of convertible notes issued to
Mr. Gallagher in connection with the Paragon Merger. Also
includes 18,404 shares issued to Mr. Gallagher and 18,404
shares issuable upon the exercise of stock options granted to
Mr. Gallagher in connection with the Cole Merger. Of the
shares and options issued to Mr. Gallagher in connection with
the Cole Merger, 11,410 shares are held in escrow subject to
forfeiture unless certain performance conditions are met, and
11,410 options will become exercisable only if certain
performance conditions are met by December 30, 1996 or a
change of control of the Company occurs prior to that date.
Excludes additional shares referred to in notes 5, 11, 12, 16,
and 17 deemed to be beneficially owned by Mr. Gallagher by
virtue of his participation in the Shamrock Group and the
Voting Group.
(16) Includes 22,500 shares issuable upon the exercise of stock
options granted to Shamrock Investments.
(17) Includes 6,173 shares issuable upon conversion of convertible
promissory notes held by Shamrock Investments. Also includes
200,000 shares issued to Shamrock Investments pursuant to the
Stock Purchase Agreement, dated as of September 29, 1994, by
and between the Company and Shamrock Investments. Excludes
additional shares referred to in notes 5, 11, 12, 14, and 15
deemed to be beneficially owned by Shamrock Investments by
virtue of its participation in its Voting Group.
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<PAGE>
(18) Mr. Cole joined the Company in 1993. On September 29, 1994,
Mr. Cole entered into an employment agreement with the Company
pursuant to which he serves as an Executive Vice President of
the Company and heads the marketing of the Company's
commercial products and services. He previously served as
President of J.P. Cole and Associates, Inc., a health care
marketing firm, which was merged into PHP Family Healthcare
Corporation, a wholly-owned subsidiary of the Company, on
October 3, 1994.
(19) Includes 30,000 shares issuable upon the exercise of stock
options granted to Mr. Cole in connection with his employment
agreement. Also includes 84,000 shares held by Mr. Cole's
spouse, and 74,000 shares held jointly by Mr. Cole and his
spouse.
(20) Includes 100,000 shares issued to Mr. Cole and 100,000 shares
issuable upon the exercise of stock options granted to Mr.
Cole in connection with the Cole Merger. Of the shares and
options issued to Mr. Cole in connection with the Cole Merger,
62,000 shares are held in escrow subject to forfeiture unless
certain performance conditions are met, and 62,000 options
will become exercisable only if certain performance conditions
are met by December 30, 1996 or a change of control of the
Company occurs prior to that date.
(21) Mr. Spees has been an employee of Shamrock Investments for
each of the last three years.
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<PAGE>
The preceding table has been prepared based upon information
furnished to the Company by The Depository Trust Company ("DTC"), by IBJ
Schroder Bank & Trust Company, the trustee under the Indenture, and by
or on behalf of the Selling Securityholders.
Information concerning the Selling Securityholders may change from
time to time and will be set forth in Supplements to this Prospectus.
As of the date of this Prospectus, the aggregate principal amount of
Debentures outstanding is $69,000,000.
Because the Selling Securityholders may offer all or some of the
Debentures and shares of the Common Stock issued upon conversion thereof
pursuant to the offering contemplated by this Prospectus, and because
there are currently no agreements, arrangements or understandings with
respect to the sale of any of the Debentures or shares of the Common
Stock that will be held by the Selling Securityholders after of this
offering, no estimate can be given as to the principal amount of
Debentures or shares of the Common Stock that will be held by the
Selling Securityholders after completion of this offering. See "Plan of
Distribution."
____________________
The date of this Prospectus Supplement is June 25, 1996
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