SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PHP HEALTHCARE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
693344103
(CUSIP Number)
Mr. Charles H. Robbins
7720 Carlton Place
McLean, Virginia 22102
(703) 550-8145
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Lawrence T. Yanowitch
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5601
(202) 452-8600
April 30, 1997
(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 [ ].
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP No. 693344103 13D Page 2 of 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles H. Robbins
2. Check the appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC USE ONLY
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
NUMBER OF SHARES
BENEFICIALLY 1,410,076 shares (see Item 5)
OWNED BY
EACH 8. Shared Voting Power
REPORTING
PERSON 0 shares
WITH
9. Sole Dispositive Power
1,410,076 shares (see Item 5)
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,410,076 shares (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 693344103 13D Page 3 of 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ellen E. Robbins
2. Check the appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC USE ONLY
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY
OWNED BY 300,000 shares (see Item 5)
EACH
REPORTING 8. Shared Voting Power
PERSON
WITH 0 shares
9. Sole Dispositive Power
300,000 shares (see Item 5)
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
300,000 shares (see Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person
IN
<PAGE>
4
This Amendment No. 3 is filed by Charles H. Robbins and
Ellen E. Robbins (collectively, the "Reporting Persons"), amends
and supplements the statement of the Reporting Persons on
Schedule 13D (the "Schedule 13D") filed by the Reporting Persons,
relating to Common Stock, par value $.01 per share (the "Common
Stock"), of PHP Healthcare Corporation, a Delaware corporation
(the "Issuer").
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by adding thereto
the following:
Exercise of Put Right
On April 30, 1997, Mr. Robbins sent a letter to the Issuer
exercising the Put Right for all 200,000 shares of Common Stock
which are subject to the Put Right. Mr. Robbins intends to use
the proceeds from the sale of the Common Stock to the Issuer to
repay the total principal and interest accrued from indebtedness
incurred pursuant to the Issuer's Executive Loan Program and
repayment of the cash value of split value life insurance
policies transferred to Mr. Robbins.
Alternative Third Party Sale
Mr. Robbins and a third party investor are in discussions
with respect to a proposed transaction pursuant to which Mr.
Robbins would sell 300,000 shares of Common Stock to the third
party investor. Such sale would be in lieu of the sale of shares
to the Company pursuant to the Put Right, which would be
cancelled upon consummation of the sale of Common Stock to the
third party investor. In connection with this transaction, the
Reporting Persons and the Issuer would amend the Employment
Agreement provisions to allow for the sale to the third party
investor. Mr. Robbins would use the proceeds from the sale of
Common Stock to the third party investor to repay the total
principal and interest accrued from indebtedness incurred
pursuant to the Issuer's Executive Loan Program and repayment of
the cash value of split value life insurance policies transferred
to Mr. Robbins.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by incorporating
herein the information set forth under Item 4 of this Amendment
No. 3.
<PAGE>
5
Item 7. Items to be Filed as Exhibits
Exhibit Description
None
<PAGE>
6
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned hereby certifies that
the information set forth in this amendment is true, complete and
correct.
Date: May 1, 1997
/s/ Charles H. Robbins
Charles H. Robbins
/s/ Ellen E. Robbins
Ellen E. Robbins
<PAGE>
7
EXHIBIT INDEX
Exhibit Description
None
