SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
0 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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
0%
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
0 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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
0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
This Amendment No. 1 (the "Amendment") amends and supplements a
statement on Schedule 13G originally filed on June 10, 1998 by OZ Management,
L.L.C. ("OZ Management") and Ziff Asset Management, L.P. ("Ziff Asset
Management"; together with OZ Management, the "Reporting Persons"), with
respect to the shares of Common Stock, par value $0.01 per share (the "Common
Stock") of PHP Healthcare Corporation, a Delaware corporation (the "Company").
Item 1. No amendment.
Items 2(a), (c)-(e) No amendment.
Item 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
283 Greenwich Avenue, Third Floor, Greenwich, Connecticut 06830.
Item 3. No amendment.
Item 4. Ownership
See cover page for each Reporting Person.
Ziff Asset Management is the registered owner of 4,605 shares (the
"Preferred Shares") of the Company's Series B Convertible Preferred Stock
("Series B Preferred Stock"). Under the Certificate of Designations for the
Series B Preferred Stock (the "Certificate"), the Preferred Shares are
ordinarily convertible into shares of Common Stock at a conversion price
determined in accordance with the market price of the Common Stock, subject to
the restriction at Section 4(c) of the Certificate, among other restrictions,
that shares of Series B Preferred Stock may not be converted into Common Stock
if, following such conversion, the holder thereof, together with affiliates of
such holder, would be the beneficial owners (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of 4.9% or more of the Common Stock.
The Schedule 13G originally filed by the Reporting Persons voluntarily
reported the full number of shares of Common Stock underlying the Preferred
Shares then held by them, determined as of the date of filing, as though all
Preferred Shares were then convertible into Common Stock, notwithstanding the
restriction of Section 4(c) of the Certificate.
On July 29, 1998, the Company announced that it was temporarily
suspending conversions of Series B Preferred Stock into Common Stock,
including the Preferred Shares. Accordingly, for an indefinite period of
time, the Reporting Persons are unable to convert any Preferred Shares into
shares of Common Stock. The number of shares of Common Stock for which the
Preferred Shares are convertible within the next 60 days is accordingly
reduced to 0.
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: [x]
Items 6 -10. No amendment.
<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: September 11, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: September 11, 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: September 11, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: September 11, 1998. ZIFF ASSET MANAGEMENT, L.P.
By: PBK Holdings, Inc.
as General Partner
By: /s/ Philip B. Korsant
-----------------------------------
Name: Philip B. Korsant
Title: President
