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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)(1)
PHP Healthcare Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
693344103
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(CUSIP Number)
Arnold L. Wadler, Esq., Metromedia Company,
One Meadowlands Plaza, East Rutherford, New Jersey 07073
phone # (201) 531-8050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 1998
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(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 Rule 13d-1(e), 13d1-(f) or 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 Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) 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 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).
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CUSIP No. 693344103 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Kluge
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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Number of 7 SOLE VOTING POWER
Shares 1,500,000
Beneficially -----------------------------------------------------------------
Owned By 8 SHARED VOTING POWER
Each 0
Reporting -----------------------------------------------------------------
Person with 9 SOLE DISPOSITIVE POWER
1,500,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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INTRODUCTION
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
13D filed on May 12, 1997 by John W. Kluge (the "Reporting Person") with respect
to the shares of common stock (the "Common Stock"), $.01 par value, of PHP
Healthcare Corporation, a Delaware corporation (the "Issuer").
Item 1. Security and Issuer
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This statement relates to the common stock, par value $.01 per share
(the "Common Stock") of PHP Healthcare Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are 11440 Commerce Park Drive, Reston, Virginia 20191.
Item 2. Identity and Background.
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This statement is being filed by John W. Kluge, as beneficial owner of
the Common Stock of the Issuer held by Chase Manhattan Bank, John W.
Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by
and for John W. Kluge (the "Trust"), a grantor trust of which John W.
Kluge is the beneficial owner. Mr. Kluge's business address is c/o
Metromedia Company, One Meadowlands Plaza, East Rutherford, New Jersey
07073. His principal occupation is Chairman, President and Chief
Executive Officer of Metromedia Company, a Delaware general
partnership. During the past five years, Mr. Kluge has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. He is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and supplemented by deleting the information
set forth therein in its entirety and substituting in lieu thereof the
following:
The consideration used in acquiring the 1,500,000 shares of Common
Stock was cash.
Item 4. Purpose of Transaction(s).
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Item 4 is hereby amended and supplemented by adding the following:
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Mr. Kluge, through the Trust, purchased 684,000 shares of Common Stock
on the open market on four separate dates as follows: 150,300 shares
on May 26, 1998 at $10.35 per share, 243,300 shares on May 27, 1998 at
$10.43 per share,108,600 shares on May 28, 1998 at $10.41 per share
and 181,800 shares on May 29, 1998 at $10.58 per share.
Item 5. Interest in the Securities of the Issuer.
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Item 5 is hereby amended and supplemented by deleting the information
set forth therein in its entirety and substituting in lieu thereof the
following:
John W. Kluge is the beneficial owner of 1,500,000 shares of Common
Stock which are directly owned by the Trust of which he is beneficial
owner. This amount constitutes approximately 13.0% of the outstanding
shares of Common Stock as of May 29, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of Issuer.
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See Item 4.
Item 7. Material to be Filed as Exhibits.
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All Exhibits listed below have been filed with the Reporting Person's
Schedule 13D filed on May 12, 1997 and are incorporated herein by
reference thereto.
Exhibit 1: Stock Purchase Agreement, dated as of April 28, 1997,
between PHP Healthcare Corporation and Chase Manhattan Bank, John W.
Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by
and for John W. Kluge
Exhibit 2: Stock Purchase Agreement dated as of May 2, 1997
between Charles H. Robbins and Chase Manhattan Bank, John W. Kluge &
Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by and for
John W. Kluge
Exhibit 3: Registration Rights Agreement, dated as of April 28,
1997, between PHP Healthcare Corporation and Chase Manhattan Bank,
John W. Kluge & Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended
made by and for John W. Kluge
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: June 2, 1998
/s/ John W. Kluge
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John W. Kluge, Trustee
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EXHIBIT INDEX
Exhibit Description
1. Stock Purchase Agreement, dated as of April 28, 1997, between PHP
Healthcare Corporation and Chase Manhattan Bank, John W. Kluge &
Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by and
for John W. Kluge (incorporated by reference to Exhibit 1 to the
Reporting Person's Schedule 13D filed on May 12, 1997).
2. Stock Purchase Agreement dated as of May 2, 1997 between Charles
H. Robbins and Chase Manhattan Bank, John W. Kluge & Stuart
Subotnick, Trustees U/A DTD 5/30/84 As Amended made by and for
John W. Kluge (incorporated by reference to Exhibit 2 to the
Reporting Person's Schedule 13D filed on May 12, 1997).
3. Registration Rights Agreement, dated as of April 28, 1997, between
PHP Healthcare Corporation and Chase Manhattan Bank, John W. Kluge
& Stuart Subotnick, Trustees U/A DTD 5/30/84 As Amended made by
and for John W. Kluge (incorporated by reference to Exhibit 3 to
the Reporting Person's Schedule 13D filed on May 12, 1997).
