SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PHP Healthcare Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
693344103
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(CUSIP Number)
June 1, 1998
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(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-(c)
[ ] Rule 13d-1(d)
*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 ("Act") 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).
<PAGE> CUSIP No. 693344103
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
657,894 Shares (including shares of Series B Preferred Stock
convertible into 657,894 Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
657,894 Shares (including shares of Series B Preferred Stock
convertible into 657,894 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,894 Shares (including shares of Series B Preferred Stock convertible
into 657,894 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO/IA
<PAGE>
CUSIP No. 693344103
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Ziff Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
657,894 Shares (including shares of Series B Preferred Stock
convertible into 657,894 Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
657,894 Shares (including shares of Series B Preferred Stock
convertible into 657,894 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,894 Shares (including shares of Series B Preferred Stock convertible
into 657,894 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
Item 1(a) Name of issuer: PHP Healthcare Corporation, a Delaware
corporation (the "Company").
Item 1(b) Address of issuer's principal executive offices: 11440
Commerce Park Drive, Reston, Virginia 22091.
Item 2(a) Name of person filing:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) OZ Management, L.L.C., a Delaware limited liability company ("OZ
Management");
ii) Ziff Asset Management, L.P., a Delaware limited partnership ("Ziff
Asset Management").
This Statement relates to shares of Common Stock of the Company
("Shares") held for the account of Ziff Asset Management. OZ Management
exercises shared voting and investment authority over the portfolio
investments, including the Shares, of an investment account of Ziff Asset
Management.
Mr. Daniel S. Och is the managing member of OZ Management, and therefore
may be deemed to control such entity and, indirectly, the Shares reported
hereby.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of OZ Management is 153
East 53rd Street, 44th Floor, New York, New York 10022.
The address of the principal business office of Ziff Asset Management is
156 Greenwich Avenue, Unit 2A, Greenwich, Connecticut 06830.
2(c) Citizenship:
i) OZ Management, L.L.C., is a Delaware limited liability company.
ii) Ziff Asset Management, L.P., is a Delaware limited partnership.
2(d) Title of class of securities: Common Stock.
2(e) CUSIP No.: 693344103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
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);
(h) [ ] A savings associations 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
See cover page for each Reporting Person.
Calculations assume conversion of the shares of Series B Preferred Stock
owned by the Reporting Persons at a conversion price of $7.60 per share, which
conversion price will vary in accordance with the per share price of the
Company's Common Stock. The actual number of shares of Common Stock to be
issued on conversion of the shares of Series B Preferred Stock owned by the
Reporting Persons depends upon such conversion price, which cannot be
predicted at this time.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
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. Certifications
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.
<PAGE>
SIGNATURE
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.
Dated: June 10, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: June 10, 1998 ZIFF ASSET MANAGEMENT, L.P.
By: PBK Holdings, Inc.
as General Partner
By: /s/ Philip B. Korsant
-----------------------------------
Name: Philip B. Korsant
Title: President
EXHIBIT [A]
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, the undersigned agree to the joint filing of a Statement on Schedule 13G
(including any and all amendments thereto, and any filing on Schedule 13D
relating to the same investment) with respect to the shares of common stock,
par value $0.01 per share, of PHP Healthcare Corporation, and further agree
that this Joint Filing Agreement be included as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement.
Dated: June 10, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: June 10, 1998. ZIFF ASSET MANAGEMENT, L.P.
By: PBK Holdings, Inc.
as General Partner
By: /s/ Philip B. Korsant
-----------------------------------
Name: Philip B. Korsant
Title: President
