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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
PHP HEALTHCARE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
693344-10-3
(CUSIP Number)
JUNE 1, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 693344-10-3 SCHEDULE 13G PAGE 2 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
WATERTON MANAGEMENT LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 1,315,788 (See Item 4 below)
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(8) SHARED DISPOSITIVE POWER
1,315,788 (See Item 4 below)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,788 (See Item 4 below)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
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(12) TYPE OF REPORTING PERSON
OO
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CUSIP NO. 693344-10-3 SCHEDULE 13G PAGE 3 OF 9 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
KENNETH J. ABDALLA
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 1,315,788 (See Item 4 below)
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
1,315,788 (See Item 4 below)
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,788 (See Item 4 below)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
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(12) TYPE OF REPORTING PERSON
IN
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ITEM 1.
(a) NAME OF ISSUER:
PHP Healthcare Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11440 Commerce Park Drive
Reston, Virginia 20191
ITEM 2.
(a) NAME OF PERSONS FILING:
Waterton Management LLC
Kenneth J. Abdalla
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
10000 Santa Monica Boulevard, Fifth Floor
Los Angeles, California 90067
(c) CITIZENSHIP:
Waterton Management LLC -- Delaware
Kenneth J. Abdalla -- California
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(e) CUSIP NUMBER:
693344-10-3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] a church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this Statement is filed pursuant to Rule 13d-1(c), check this
box.[X]
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
Drakefield Corporation, a British Virgin Islands corporation
("Drakefield"), may be deemed to own 789,473 shares of Common
Stock based on an assumed conversion price of $7.60 per share of
Series B Convertible Preferred Stock. Stockwell Corporation, a
Panama corporation ("Stockwell"), may be deemed to own 526,315
shares of Common Stock based on an assumed conversion price of
$7.60 per share of Series B Convertible Preferred Stock. Waterton
Management LLC, a Delaware limited liability company, is the
Investment Manager of Drakefield and Stockwell in which capacity
it may be deemed to be the beneficial owner of the shares of
Common Stock of PHP Healthcare Corporation which may be deemed to
be owned by Drakefield and Stockwell. Waterton Management LLC
disclaims beneficial ownership of such securities (except to the
extent of its pecuniary interest therein) and the filing of this
statement shall not be construed as an admission that Waterton
Management LLC is, for the purposes of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended (the "Act"), the
beneficial owner of such securities.
Kenneth J. Abdalla is the sole managing member of Waterton
Management LLC and in such capacity Mr. Abdalla may be deemed to
be the beneficial owner of any shares beneficially owned by
Waterton Management LLC. Mr. Abdalla disclaims beneficial
ownership of such securities (except to the extent of his
pecuniary interest therein) and the filing of this statement
shall not be construed as an admission that Mr. Abdalla is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of such securities.
(b) PERCENT OF CLASS:
See Item 11 of each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of:
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See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Item 4 above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 10, 1998 WATERTON MANAGEMENT LLC
By: /s/ Kenneth J. Abdalla
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Name: Kenneth J. Abdalla
Title: Managing Member
/s/ Kenneth J. Abdalla
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KENNETH J. ABDALLA
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EXHIBITS
Exhibit 1 -- Joint Filing Agreement.
Page 8 of 9 pages
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13G referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock, par value $.01
per share, of PHP Healthcare Corporation, a Delaware corporation, and that this
Agreement may be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
June 10, 1998.
WATERTON MANAGEMENT LLC
By: /s/ Kenneth J. Abdalla
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Name: Kenneth J. Abdalla
Title: Managing Member
/s/ Kenneth J. Abdalla
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KENNETH J. ABDALLA
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