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FORM 12b-25
[As last amended in release No. 34-3511, December 19, 1994, 59 F.R. 67752.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number 0-16235
CUSIP Number 693 344 10
NOTIFICATION OF LATE FILING
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(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR
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For Period Ended: October 31, 1998
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/ / Transition Report on Form 10-K / / Transition Report on Form-10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
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For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full Name of Registrant PHP Healthcare Corporation
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Former Name if Applicable
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11440 Commerce Park Drive
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Address of Principal Executive Office (Street and Number)
Reston, Virginia 21191
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City, State and Zip Code
PART II. RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to the Rule 12b-25(b), the
following should be completed (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be elimiated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report on
Form10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
/ / (c) The accountants statement or other exhibit required by Rule 12b-25(C)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
On November 19, 1998, the Registrant and 2 of its subsidiaries and
affiliates filed for protection under Chapter 11 of the United States Bankruptcy
Code in the United States District Court for the District of Delaware. In
recent months, many of the employees of the Registrant historically responsible
for the preparation of the Registrant's financial statements have left the
Registrant's employ. As a result, the Registrant will be unable to prepare and
file its quarterly report on Form 10-Q for the quarter ended October 31, 1998
(the "Form 10-Q") on a timely basis. The Registrant is endeavoring to prepare
its Form 10-Q and plans to file the report as soon
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as practicable; however, no assurance can be given that the Form 10-Q will be
filed on or before the fifth calendar day following the prescribed due date.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Kenneth Weixel (703) 758-3600
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(Name) (Area code) (Telephone number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). / X / Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/ X / Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant anticipates that it will report a significant loss for the
quarter ended October 31, 1998. This loss will include certain operational and
extraordinary matters and results from the Registrant's terminating operations
in many of the markets in which it operated previously and significantly
downsizing its operations. Because of the significance of the loss and the
impact of the Registrant's filing for protection under Chapter 11 of the United
States Bankruptcy Code as described above in Part III, the Registrant is unable
to reasonably estimate the magnitude of the loss.
PHP HEALTHCARE CORPORATION
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 15, 1998 By /s/
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Kenneth Weixel
Acting President and Chief Executive Officer
Acting Chief Financial Officer
Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The name
and title of
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the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by and
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
Intentional misstatements of omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to the Rule
13(b) of Regulation S-T.
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