Securities and Exchange Commission
Washington, DC 20549
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FORM 10-Q
AMENDMENT NO. 2
(Mark One)
[X] Quarterly Report Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended January 31, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____________ to _______________
Commission file number 0-16235
PHP Healthcare Corporation
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(Exact name of registrant as specified in its charter)
Delaware 54-1023168
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
11440 Commerce Park Drive, Reston, VA 20191
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(Address of principal executive offices)
Registrant's telephone number including area code
(703) 758-3600
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_________________________________________________________________
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check whether the registrant (i) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock, par value $.01 per share, outstanding as of January
31, 1997, 11,014,444 shares.
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AMENDMENT NO. 2
The undersigned registrant hereby files this Amendment No. 2
for the purpose of amending Part II, Item 4 as set forth below.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The 1996 annual meeting of shareholders was held on
November 25, 1996. The nominees for Director elected at the
meeting were as follows:
Votes Cast
Nominee For Withheld
Robert L. Bowles, Jr. 9,680,594 62,670
Donald J. Ruffing 9,662,787 80,477
Joseph G. Mathews 9,679,496 63,768
The other directors whose term of office continued after the
meeting were Paul T. Cuzmanes, Jack M. Mazur, Charles P. Reilly,
Charles H. Robbins, George E. Schafer, M.D., and Michael D.
Starr. Mr. Robbins subsequently retired from the Board of
Directors effective January 31, 1997.
At the 1996 annual meeting, the stockholders also approved
the PHP Healthcare Corporation 1996 Incentive Plan, with holders
of 8,949,067 shares voting for approval, holders of 390,549
shares voting against approval, and holders of 36,304 shares
abstaining.
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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 duly authorized.
PHP HEALTHCARE CORPORATION
(Registrant)
By: /s/ Anthony M. Picini
__________________________
ANTHONY M. PICINI
Executive Vice President and
Chief Executive Officer
Date: March 21, 1997
