UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PHP Healthcare Corporation
__________________________
(Name of Company)
Common Stock, $.01 par value
____________________________
(Title of Class of Securities)
693344103
______________
(CUSIP Number)
Jack M. Mazur
President and Chief Executive Officer
PHP Healthcare Corporation
11440 Commerce Park Drive
Reston, VA 20191
(703) 758-3600
______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Andrew P. Varney, Esq.
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W., Suite 800
Washington, D.C. 20004-2505
(202) 639-7032
November 19, 1997
_______________________________________________________
(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 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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
Schedule 13D
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
Jack M. Mazur and Lynn Mazur
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
(a) [ ] (b) [x]
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: 1,269,356 (See Item 5 Below)
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 1,269,356 (See Item 5 Below)
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
1,269,356 (See Item 5 Below)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
Approximately 10.9% of the shares outstanding as of June 1, 1998
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
Page 2 of 6 Pages
<PAGE>
CUSIP No. 693344103
Schedule 13D
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
VACHR, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
(a) [ ] (b) [x]
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: 512,014 (See Item 5 Below)
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 512,014 (See Item 5 Below)
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
512,014 (See Item 5 Below)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
Approximately 4.7% of the shares outstanding as of June 1, 1998
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
Page 3 of 6 Pages
<PAGE>
This Amendment No. 2 to Schedule 13D (the "Statement")
amends and restates the Schedule 13D filed by the Reporting
Persons (as defined below) on October 7, 1994 and amended October
9, 1996.
Item 1. Security and Company
This Statement relates to the common stock, par value $.01
per share, of PHP Healthcare Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are located at
11440 Commerce Park Drive, Reston, Virginia 20191.
Item 2. Identity and Background
This Statement is being filed by Jack M. Mazur, Lynn Mazur,
and VACHR, Inc. Jack M. Mazur and Lynn Mazur are husband and
wife. VACHR, Inc. is a Virginia corporation wholly owned by Lynn
Mazur (each a "Reporting Person" and collectively the "Reporting
Persons"). Mr. Mazur is the President and a director of the
Company. The principal business address of Mr. and Mrs. Mazur is
11440 Commerce Park Drive, Reston, Virginia 20191. Mr. and Mrs.
Mazur are citizens of the United States.
During the last five years, none of the Reporting Persons
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
The shares of Common Stock and options described in Item 5
below were acquired for investment. Mr. Mazur has been an
executive officer and director of the Company since 1976.
Although the Company from time to time may consider proposals for
extraordinary transactions, such as a merger or sale of its
assets, none of the Reporting Persons has current plans or
proposals which relate to or would result in any transactions,
change or event specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Each of the Reporting Persons reserves the right to purchase
additional shares of Common Stock, although they have no present
intention, understanding or commitment to purchase any additional
shares, either separately or jointly, except that Mr. Mazur may
continue to receive shares of Common Stock or options to acquire
shares of Common Stock as a component of his compensation as an
executive officer and director of the Company.
Item 5. Interest in Securities of the Company
Jack M. Mazur beneficially owns 727,342 shares of Common
Stock (which includes 720,000 shares issuable upon the exercise
of stock options, but does not include the shares owned by VACHR,
Inc., described below, or 30,000 shares owned by J&J Investment
Partnership, a partnership wholly owned by certain family members
of Jack M. Mazur). These shares represent approximately 6.3% of
the outstanding Common Stock of the Company, based upon
10,911,720 shares outstanding on June 1, 1998. Jack M. Mazur has
sole voting and dispositive power with respect to such shares.
The filing of this statement by Jack M. Mazur shall not be
construed as an admission that he is, for the purposes of Section
13(d) or 13(g) of the Exchange Act, the beneficial owner of any
of the securities owned by Lynn Mazur, VACHR, Inc. or J&J
Investment Partnership.
Lynn Mazur, through VACHR, Inc., owns 512,014 shares of
Common Stock, which represent approximately 4.7% of the
outstanding Common Stock of the Company, based upon 10,911,720
shares
Page 4 of 6 Pages
<PAGE>
outstanding on June 1, 1998. VACHR, Inc. has sole voting and
dispositive power with respect to such shares. The filing of
this statement by Lynn Mazur and VACHR, Inc. shall not be
construed as an admission that Lynn Mazur or VACHR, Inc. is, for
the purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owners of any of the securities owned by Jack M. Mazur
or J&J Investment Partnership.
In the aggregate, Jack M. Mazur and Lynn Mazur (through
VACHR, Inc.) beneficially own 1,269,356 shares of Common Stock,
which represent approximately 10.9% of the outstanding Common
Stock of the Company, based upon 10,911,720 shares outstanding on
June 1, 1998.
There have been no transactions by any of the Reporting
Persons in shares of Common Stock during the past 60 days. On
June 10, 1997, options to purchase 166,667 shares of Common Stock
previously granted to Mr. Mazur became exercisable. On November
19, 1997, options to purchase 73,333 shares of Common Stock
previously granted to Mr. Mazur became exercisable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company
Except as set forth below, none of the Reporting Persons has
any contract, arrangement, understanding or relationship relating
to the shares of Common Stock.
The shares of Common Stock owned by Mr. Mazur are pledged to
the Company as security for certain loans by the Company to Mr.
Mazur pursuant to the Company's Executive Loan Program.
Item 7. Material to Be Filed as Exhibits
N/A
Page 5 of 6 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: June 3, 1998 /s/ Jack M. Mazur
__________________
JACK M. MAZUR
Dated: June 3, 1998 /s/ Lynn Mazur
__________________
LYNN MAZUR
Dated: June 3, 1998 VACHR, INC.
By: /s/ Lynn Mazur
__________________
Name: Lynn Mazur
Title: President
Page 6 of 6 Pages
