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): April 16, 1996
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 6 Pages
Exhibit Index at Page 4
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ITEM 5. OTHER EVENTS.
PHP Healthcare Corporation ("PHP" or the "Company") has
entered into a non-binding letter of intent with Blue Cross and Blue
Shield of New Jersey, Inc. ("BCBSNJ") to acquire from BCBSNJ the
ten primary care facilities which PHP designed and built, and is
currently managing, for BCBSNJ.
Under the letter of intent, PHP would acquire the health
centers' assets for up to $33 million in cash. The Company
expects the health centers to serve as the cornerstone of
its new generation of integrated systems of care (ISOC). The
ISOC would operate on a non-exclusive basis as a participating
provider network of BCBSNJ, HMO Blue and other third party
payers. The ISOC is expected to resemble other networks to be
managed by PHP as presently contemplated in Connecticut, Georgia
and Florida, which are intended to align the Company with
local hospital and physician partners. PHP and BCBSNJ/HMO Blue
expect to enter into provider agreements giving favorable pricing
to the BCBSNJ/HMO Blue managed care products.
Completion of the transaction is subject to, among other
things, the completion of due diligence, the execution of
definitive agreements and the receipt of all necessary consents
and approvals. Although the parties intend to complete the
transaction by June 30, 1996, there can be no assurance as to
when or if the contemplated transaction will be completed.
A copy of the press release issued by the Company on April
25, 1996 is attached hereto as Exhibit 99.1.
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 April 25, 1996.
Page 2 of 6 Pages
<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/Anthony M. Picini
_______________________
Name: Anthony M. Picini
Title: Senior Vice President and
Chief Financial Officer
Dated: April 26, 1996
Page 3 of 6 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated April 25, 1996.
Page 4 of 6 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 AND BLUE CROSS/BLUE SHIELD TO CONVERT
NEW JERSEY HEALTH CENTERS INTO PROVIDER BASED NETWORKS
Reston, Virginia, April 25, 1996 -- PHP Healthcare
Corporation (NYSE: PPH) announced today that it has entered into
a letter of intent to acquire from Blue Cross and Blue Shield of
New Jersey, Inc., 10 primary care family health centers.
Under a 10-year agreement entered into in 1994, PHP
Healthcare designed and built, and is currently managing the 10
family health centers which currently serve BCBSNJ and HMO Blue
beneficiaries throughout New Jersey. As part of the existing
management agreement, PHP recruited primary care physicians,
referral sources and health center staff, and it has
responsibility for the day-to-day operations of the centers.
Under the letter of intent, PHP would acquire the health
centers' assets for up to $33 million in cash. PHP Healthcare
intends to incorporate the health centers as the cornerstone of
its new generation of integrated systems of care (ISOC). The
ISOC would operate on a non-exclusive basis as a participating
provider network of BCBSNJ, HMO Blue and other third party
payers. The ISOC will resemble other networks managed by PHP as
presently constituted in Connecticut, Georgia and Florida, which
align PHP Healthcare with local hospital and physician partners.
PHP and BCBSNJ/HMO Blue will enter into provider agreements
giving favorable pricing to the BCBSNJ/HMO Blue managed care
products.
Page 5 of 6 Pages
<PAGE>
Charles H. Robbins, Chairman and CEO of PHP, stated he was
delighted with the opportunity to continue to serve BCBSNJ and
excited with the prospects of growth of the ISOCs in the state of
New Jersey.
William J. Marino, President and CEO of BCBSNJ stated:
"Creation of the health centers advanced the development of
primary managed care capability in New Jersey. That achieved, we
are very pleased to incorporate PHP and the health centers into
the framework of contractual arrangements we are developing with
other providers throughout the region to serve our customers."
Neither party has any plans to change the services currently
available through the health centers or the fees currently
charged to Blue Cross Blue Shield customers due to the change in
ownership of the centers.
Completion of the transaction is subject to, among other
things, the completion of due diligence, the execution of
definitive agreements and the receipt of all necessary consents
and approvals. Although the parties intend to complete the
transaction by June 30, 1996, there can be no assurance as to
when or if the contemplated transaction will be completed.
Based in Reston, Virginia, PHP Healthcare has 20 years
experience developing innovative health care delivery systems for
public agencies, corporations, communities, and large population
centers. It has pioneered the development of primary care-based
ISOCs linked to all components of a managed care network. The
Company currently operates more than 70 health care projects in
22 states.
# # #
Corporate Headquarters 11440 Commerce Park Drive, Reston,
Virginia 22091 (703) 758-3600
Page 6 of 6 Pages
