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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 11, 1998
Date of Report
(Earliest Reported
Event is November 19, 1998)
PHP HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO. 0-16235
DELAWARE 54-1023168
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or jurisdiction)
11440 COMMERCE PARK DRIVE
RESTON, VIRGINIA 20191
(Address of principal (Zip Code)
executive offices)
(703) 758-3600
Registrant's telephone number, including area code:
_________________________________________________________________________
(Former names or former address, if changed since last report)
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Item 5. Other Events
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On November 19, 1998, PHP Healthcare Corporation (the "Company") filed in United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"),
Bankruptcy Case No. 98-2608(JJF), a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code. Also filing petitions with the
Bankruptcy Court on November 19, 1998 for relief under Chapter 11 of the United
States Bankruptcy Code were two subsidiaries of the Company: (i) Pinnacle Health
Enterprises, LLC (Bankruptcy Case No. 98-2610) and (ii) PHP NJ MSO, Inc.
(Bankruptcy Case No. 98-2609). On November 23, 1998, the Bankruptcy Court
entered an order converting the Chapter 11 bankruptcy cases of Pinnacle Health
Enterprises, LLC and PHP NJ MSO, Inc. to proceedings under Chapter 7 of the
United States Bankruptcy Code. On November 23, 1998, the Company also
disseminated the press release filed with this Current Report on Form 8-K as
Exhibit 99.1.
On November 19, 1998, the New York Stock Exchange ("NYSE") informed the Company
that trading in the common stock of the Company (the "Common Stock") was
suspended as of November 19, 1998 and that application will be made by the NYSE
to the Securities and Exchange Commission to delist the Common Stock. The NYSE
advised the Company that the action was being taken in view of the fact that the
Company has fallen below the NYSE's continued listing criteria.
On November 25, 1998, the Board of Directors of the Company temporarily
suspended Jack M. Mazur as the President and Chief Executive Officer of the
Company. Thereafter, the Board of Directors appointed Kenneth H. Weixel as the
Acting President and Chief Executive Officer of the Company. On November 25,
1998, the Company also disseminated the press release filed with this Current
Report on Form 8-K as Exhibit 99.2.
On November 30, 1998, the Board of Directors of the Company determined to
postpone indefinitely the annual meeting of stockholders of the Company, which
had previously been scheduled for December 17, 1998. On December 2, 1998, the
Company also disseminated the press release filed with this Current Report on
Form 8-K as Exhibit 99.3.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits. The following exhibits are furnished as part of this report:
Exhibit Description
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99.1 Press Release, dated November 19, 1998, issued by
PHP Healthcare Corporation
99.2 Press Release, dated November 25, 1998, issued by
PHP Healthcare Corporation
99.3 Press Release, dated December 2, 1998, issued by
PHP Healthcare Corporation
FORWARD LOOKING STATEMENTS
This Report contains forward-looking statements. The words, "believe",
"expect", and "anticipate" and similar expressions identify such forwarding-
looking statements. These forward-looking statements reflect the Company's
views with respect to future events and financial performance. Such statements
are subject to risks and uncertainties that could cause the Company's actual
results and financial position to differ materially from those projected in the
forward-looking statements. Risks associated with the Company's forward-looking
statements include, but are not limited to, those risk factors described in the
Company's Form 10-K under the caption "Business Risk Factors". Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHP HEALTHCARE CORPORATION
/s/ Kenneth H. Weixel
By: _________________________________
Name: Kenneth H. Weixel
Title: President and Chief Executive Officer
Dated: December 11, 1998
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release, dated November 19, 1998, issued by
PHP Healthcare Corporation
99.2 Press Release, dated November 25, 1998, issued by
PHP Healthcare Corporation
99.3 Press Release, dated December 2, 1998, issued by
PHP Healthcare Corporation
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EXHIBIT 99.1
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CONTACTS:
Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
PHP HEALTHCARE AND PINNACLE HEALTH ENTERPRISES
SEEK CHAPTER 11 PROTECTION
Reston, Virginia, November 19, 1998 -- PHP Healthcare Corporation (NYSE: PPH)
("PHP" or the "Company") announced today that PHP and certain of its
subsidiaries, including Pinnacle Health Enterprises LLC, have filed voluntary
petitions for protection under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court in Delaware.
The Company's action follows the expiration at midnight last night of the
previously announced stand-still agreement among PHP, Pinnacle, the New Jersey
Department of Banking and Insurance, the New Jersey Department of Health and
Senior Services and HIP of New Jersey, Inc., under which the parties had been
working together to identify a solution to the financial, operational and other
issues affecting HIP and Pinnacle.
At 12:29 a.m. this morning, HIP attempted to terminate, by means of a letter
faxed to a Pinnacle executive, the Health Services Agreement between Pinnacle
and HIP of New Jersey. HIP's actions are inconsistent with the terms and
conditions of the Health Services Agreement and there is no legal basis for this
termination.
The Company will continue to work with appropriate authorities to ensure that
the 194,000 medical plan and health network members that PHP and HIP of New
Jersey serve continue to have access to high-quality medical services. PHP
intends to continue the dialogue that has taken place over the past five days
with HIP of New Jersey and the New Jersey Hospital Association, and any other
parties that wish to participate in a solution of the financial, operational,
and other issues affecting HIP and Pinnacle.
The Company said that it is currently making arrangements to secure debtor-in-
possession financing to enable it to meet its immediate financial obligations,
including the payment of post-petition vendor invoices and employee salaries.
The Company said that the only PHP subsidiaries that have sought or intend to
seek bankruptcy protection are Pinnacle and PHP NJ MSO, Inc. The Company's
Virginia Chartered Health Plan subsidiary, its District of Columbia Chartered
Health Plan, and Health Cost Consultants, Inc. are stable, and none of these
units has sought or requires such protection.
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A medical management company, PHP Healthcare Corporation manages medical risk
through the acceptance of global capitation arrangements with HMOs and other
health care payors. The Company also offers a full range of management services
to the physician groups and hospitals that participate in provider-based
networks developed by PHP.
Except for historical information, the statements preceding are forward-looking
statements that involve risks and uncertainties. Investors are cautioned that
such statements are only predictions and the actual events or results may differ
materially. These forward-looking statements speak only as of this date. The
Company undertakes no obligation to publicly release the results of any
revisions to the forward-looking statements made today to reflect events or
circumstances after today, or to reflect the occurrence of unanticipated events.
# # #
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EXHIBIT 99.2
CONTACTS:
Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
KENNETH H. WEIXEL NAMED ACTING PRESIDENT / CEO OF PHP HEALTHCARE
FOLLOWING SUSPENSION OF JACK M. MAZUR
Reston, Virginia, November 25, 1998. PHP Healthcare Corporation ("PHP" or the
"Company") today announced that the Company's Board of Directors has suspended
temporarilty Jack M. Mazur from his position as the Company's President and
Chief Executive Officer, effective immediately, and has appointed Kenneth H.
Weixel, most recently the Company's Executive Vice President for Healthcare
Finance and Business Strategy and Acting Chief Financial Officer, as the
Company's Acting President and Chief Executive Officer.
The Company's Board of Directors is considering possible final actions on Mr.
Mazur's status. Pursuant to Mr. Mazur's employment agreement, he will remain on
the Company payroll while the suspension is in effect.
Mr. Weisel joined PHP in June 1997 after more than 17 years with Deloitte &
Touche, LLP. From 1993 through May 1997, he was the Partner in Charge of the
Western Region Healthcare Practice for Deloitte. In this role, he served many of
Deloitte's largest healthcare clients.
A medical management company, PHP Healthcare Corporation manages medical risk
through the acceptance of global capitation arrangements with HMOs and other
health care payors. The Company also offers a full range of management services
to the physician groups and hospitals that participate in provider-based
networks developed by PHP.
Except for historical information, the statements preceding are forward-looking
statements that involve risks and uncertainties. Investors are cautioned that
such statements are only predictions and the actual events or results may differ
materially. These forward-looking statements speak only as of this date. The
Company undertakes no obligation to publicly release the results of any
revisions to the forward-looking statements made today to reflect events or
circumstances after today or to reflect the occurrence of unanticipated events.
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EXHIBIT 99.3
CONTACTS:
Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4800
PHP HEALTHCARE POSTPONES SHAREHOLDER MEETING
Reston, Virginia, December 2, 1998. PHP Healthcare Corporation ("PHP" or the
"Company") announced today its Board of Directors has voted to postpone
indefinitely the PHP shareholder meeting scheduled for December 17, 1998. The
Board of Directors may reschedule the shareholder meeting once the status of
PHP's bankruptcy case is more clearly defined.
A medical management company, PHP Healthcare Corporation manages medical risk
through the acceptance of global capitation arrangements with HMOs and other
health care payors. The Company also offers a full range of management services
to the physician groups and hospitals that participate in provider-based
networks developed by PHP.
Except for historical information, the statements preceding are forward-looking
statements that involve risks and uncertainties. Investors are cautioned that
such statements are only predictions and the actual events or results may differ
materially. These forward-looking statements speak only as of this date. The
Company undertakes no obligation to publicly release the results of any
revisions to the forward-looking statements made today to reflect events or
circumstances after today, or to reflect the occurrence of unanticipated events.
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