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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 5)
PHP Healthcare Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
693344103
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(CUSIP Number)
Arnold L. Wadler, Esq., Metromedia Company,
One Meadowlands Plaza, East Rutherford, New Jersey 07073
(201) 531-8050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1998
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d1-(f) or 13d-1(g), 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 Pages
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
John W. Kluge
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /x/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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(6) Citizenship or Place of Organization
USA
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
0%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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INTRODUCTION
This Amendment No. 5 (the "Amendment") amends and supplements the
Schedule 13D originally filed on May 12, 1997 (as amended and supplemented by
Amendments No. 1, 2 and 3 thereto, the "Statement") by John W. Kluge with
respect to the shares of common stock, $.01 par value (the "Common Stock"), of
PHP Healthcare Corporation, a Delaware corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 to the Statement relates to the Common Stock. The
principal executive offices of the Issuer are 11440 Commerce Park
Drive, Reston, Virginia 20191.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 5 to the Statement is being filed by John W. Kluge,
as beneficial owner of the Common Stock of the Issuer held by Chase
Manhattan Bank & John W. Kluge, Trustees U/A DTD 5/30/84 As Amended
made by and for John W. Kluge (the "Trust"), a grantor trust of which
Mr. Kluge is the beneficial owner. Mr. Kluge's business address is c/o
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey
07073. His principal occupation is Chairman, President and Chief
Executive Officer of Metromedia Company, a Delaware general
partnership. During the past five years, Mr. Kluge has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. He is a citizen of
the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION. Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION(S).
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
On December 23, 1998, Mr. Kluge disposed of the 1,625,000 shares of
Common Stock held by the Trust -1,125,000 shares were disposed of on
the open market at a price of $.02958 per share and 500,000 shares
were sold in a private transaction for an
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aggregate sale price of $15,000 pursuant to a Securities Purchase
Agreement between the Trust and David Finkelstein dated December 23,
1998. As a result of the sale of such shares, Mr. Kluge's obligation
to file statements on Schedule 13D has terminated.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) - (d) Not Applicable
(e) John W. Kluge ceased to be the beneficial owner of any of the
Common Stock of the Company on December 23, 1998; on that date
1,125,000 shares of Common Stock were sold on the open market and
500,000 shares were sold in a private transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits 1,2 and 3 listed below have been filed with the original
Statement filed on May 12, 1997 and are incorporated herein by
reference thereto. Exhibit 4 listed below has been filed with
Amendment No. 4 to the Statement on August 20, 1998.
EXHIBIT 1: Stock Purchase Agreement, dated as of April 28, 1997,
between PHP Healthcare Corporation and Chase Manhattan Bank, John W.
Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by
and for John W. Kluge. EXHIBIT 2: Stock Purchase Agreement dated as of
May 2, 1997 between Charles H. Robbins and Chase Manhattan Bank, John
W. Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made
by and for John W. Kluge. EXHIBIT 3: Registration Rights Agreement,
dated as of April 28, 1997, between PHP Healthcare Corporation and
Chase Manhattan Bank, John W. Kluge & Stuart Subotnick, Trustees U/A
DTD 5/30/84 As Amended made by and for John W. Kluge.
EXHIBIT 2: Stock Purchase Agreement dated as of May 2, 1997
between Charles H. Robbins and Chase Manhattan Bank, John W. Kluge &
Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by and for
John W. Kluge.
EXHIBIT 3: Registration Rights Agreement, dated as of April 28,
1997, between PHP Healthcare Corporation and Chase Manhattan Bank,
John W. Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended
made by and for John W. Kluge.
EXHIBIT 4: Stockholder Voting Agreement, dated as of July 31,
1998, by and among John W. Kluge, Chase Manhattan Bank and John W.
Kluge Trustees U/A Dated May 30, 1984 As
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Amended By and For John W. Kluge and PHP Healthcare Corporation, a
Delaware corporation.
EXHIBIT 5: Stock Purchase Agreement, dated as of December 23,
1998, between David Finkelstein and Chase Manhattan Bank and John W.
Kluge Trustees U/A Dated May 30, 1984 As Amended made by and for John
W. Kluge.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: December 31, 1998
/S/ JOHN W. KLUGE
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John W. Kluge, Trustee
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EXHIBIT INDEX
Exhibit Description
1. Stock Purchase Agreement, dated as of April 28, 1997, between
PHP Healthcare Corporation and Chase Manhattan Bank, John W.
Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended
made by and for John W. Kluge (incorporated by reference to
Exhibit 1 to the Reporting Person's original Schedule 13D
filed on May 12, 1997).
2. Stock Purchase Agreement dated as of May 2, 1997 between
Charles H. Robbins and Chase Manhattan Bank, John W. Kluge &
Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by
and for John W. Kluge (incorporated by reference to Exhibit 2
to the Reporting Person's original Schedule 13D filed on May
12, 1997).
3. Registration Rights Agreement, dated as of April 28, 1997,
between PHP Healthcare Corporation and Chase Manhattan Bank,
John W. Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As
Amended made by and for John W. Kluge (incorporated by
reference to Exhibit 3 to the Reporting Person's original
Schedule 13D filed on May 12, 1997).
4. Stockholder Voting Agreement, dated as of July 31, 1998, by
and among John W. Kluge, Chase Manhattan Bank and John W.
Kluge Trustees U/A Dated May 30, 1984 As Amended By and For
John W. Kluge and PHP Healthcare Corporation, a Delaware
corporation.
5. Stock Purchase Agreement, dated as of December 23, 1998,
between David Finkelstein and Chase Manhattan Bank and John W.
Kluge Trustees U/A Dated May 30, 1984 As Amended made by and
for John W. Kluge.
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EXHIBIT 5
STOCK PURCHASE AGREEMENT
(PHP Healthcare Corporation)
This Stock Purchase Agreement is dated as of December 23, 1998
between Chase Manhattan Bank and John W. Kluge, Trustees U/A
DTD 5/30/84 as Amended made by and for John W. Kluge
("Seller") and David Finkelstein ("Buyer").
Seller is the holder of 500,000 shares (the "Shares"), among
other shares, of common stock, par value $.01 per share (the
"Common Stock"), of PHP Healthcare Corporation, a Delaware
corporation (the "Issuer"). The Shares were acquired from the
Issuer or an affiliate (as such term is used in Rule 144
("Rule 144") under the Securities Act of 1933, as amended (the
"Securities Act")) of the Issuer, and are therefore restricted
stock (as such term is used in Rule 144).
Buyer hereby purchases, and Seller hereby sells, the Shares
for a purchase price equal to $.03 per Share. In connection
with such purchase Buyer hereby represents and warrants to
Seller as follows:
1. Buyer acknowledges that (a) Buyer has had access to such information
regarding the Issuer as is publicly available, (b) the Issuer has not
timely filed its quarterly report on Form 10-Q for the quarterly period
ended September 30, 1998, (c) the Issuer is a debtor under the United
States Bankruptcy Code, (d) Seller has no information regarding the Issuer
other than the publicly available information contained in the Issuer's
reports filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and (e) although Seller holds in excess of ten percent of the
outstanding shares of Common Stock, neither Seller nor any affiliate of
Seller has had any participation in the management of the Issuer, and that
neither Seller nor any affiliate of Seller has any right or ability to
exercise management control over the Issuer.
2. Buyer has such knowledge and experience in financial and business matters
that Buyer is capable of utilizing the information that is
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available to Buyer concerning the Issuer to evaluate the risks of
investment in the Issuer.
3. Buyer understands that the Shares have not been registered or qualified
under the Securities Act or any state securities or blue sky laws.
4. Buyer is purchasing the Shares for Buyer's own sole benefit and account for
investment and not with a view to, or a resale in connection with, a public
offering or distribution thereof.
5. The Shares will not be resold (i) without registration or qualification
thereof pursuant to the Securities Act and any applicable state securities
or blue sky laws (unless an exemption therefrom is available) or (ii) in
violation of the Stockholder Voting Agreement dated as of July 31, 1998
between Seller and the Issuer or any applicable law.
Seller hereby represents and warrants to Buyer that neither
Seller nor any affiliate of Seller has had any participation
in the management of the Issuer, and that neither Seller nor
any affiliate of Seller has any right or ability to exercise
management control over the Issuer.
In witness whereof, the parties hereto have executed and
delivered this agreement on the date first above written.
CHASE MANHATTAN BANK
AND JOHN W. KLUGE,
TRUSTEES U/A DTD 5/30/84 AS
AMENDED MADE BY AND FOR
JOHN W. KLUGE
By: /S/ JOHN W. KLUGE
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John W. Kluge
Trustee
/S/ DAVID FINKELSTEIN
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David Finkelstein
