Pursuant to Rule 424(b)(3)
File No. 333-01101
SUPPLEMENT NO. THREE DATED JANUARY 12, 1998
TO PROSPECTUS DATED MARCH 18, 1996
PHP HEALTHCARE CORPORATION
$69,000,000 Principal Amount of 6-1/2% Convertible
Subordinated Debentures Due 2002 and
3,499,937 Shares of Common Stock
All capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Prospectus dated
March 18, 1996, forming a part of the Registration Statement
on Form S-3, File No. 333-01101. Any cross references in
this Supplement refer to portions of the Prospectus.
The information concerning the Selling Holders listed
under "Selling Holders" in the Prospectus may change from
time to time and will be set forth in supplements, such as
this Prospectus Supplement No. Three.
The purpose of this Supplement is to add additional
Selling Holders as of December 22, 1997. The following
table sets forth the name of each additional Selling Holder
and (i) the amount of Debentures owned by each additional
Selling Holder as of December 9, 1997, (ii) the maximum
amount of Debentures which may be offered for the account of
such Selling Securityholder as of December 9, 1997 and (iii)
the maximum number of shares of Common Stock which may be
offered for the account of such Selling Holder under the
Prospectus.
<TABLE>
Shares of
Principal Principal Shares of Common Stock
Amount of Amount of Common Underlying
Debentures Debentures Stock Debentures
Beneficially That Beneficially Being Sold
Owned May Be Owned(1) and Additional
Name Amount($) Percent Sold ($) Number Percent Shares(2)
---- --------- ------- -------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Paloma 950,000 1.38 950,000 34,862 * 34,862
Securities
L.L.C.
KA Trading 460,071 * 30,091 16,883 * 16,883
L.P.
Professional 460,000 * 460,000 16,880 * 16,880
Asset
Indemnity
Ltd.
Bear Stearns & 200,000 * 200,000 7,339 * 7,339
Co. Inc.
</TABLE>
[FN]
* Less than 1%
(1) Comprises the shares of Common Stock into which the
Notes held by such Selling Securityholder are
convertible at the initial conversion rate. The
Conversion Rate and the number of shares of Common
Stock issuable upon conversion of the Notes are subject
to adjustment under certain circumstances. See
"Description of Notes - Conversion Rights."
Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or
decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount
of Notes held by the Selling Securityholder at the
initial conversion rate of $27.25 and the offering of
such shares by such Selling Securityholder pursuant to
the Registration Statement of which the Prospectus
forms a part. The Conversion Rate and the number of
shares of Common Stock issuable upon conversion of the
Notes is subject to adjustment under certain
circumstances. See "Description of Notes - Conversion
Rights." Accordingly, the number of shares of Common
Stock issuable upon conversion of the Notes may
increase or decrease from time to time. Fractional
shares will not be issued upon conversion of the Notes;
rather, cash will be paid in lieu of fractional shares,
if any.
<PAGE>
The Company may from time to time, in accordance with
the Registration Rights Agreement, include additional
Selling Holders in future supplements to the Prospectus.
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."
