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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. 3)
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
(201) 531-8050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 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 / /.
(Continued on following pages)
(Page 1 of _ Pages)
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CUSIP No. 693344103 13D Page _____of______Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Kluge
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of 7 SOLE VOTING POWER
Shares 1,625,000
Beneficially 8 SHARED VOTING POWER
Owned By 0
Each 9 SOLE DISPOSITIVE POWER
Reporting 1,625,000
Person with 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,625,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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INTRODUCTION
This Amendment No. 3 (the "Amendment") amends and supplements the
Schedule 13D originally filed on May 12, 1997 (as amended and supplemented by
Amendments No. 1 and 2 thereto, the "Statement") by John W. Kluge with
respect to the shares of common stock, $.01 par value (the "Common Stock"),
of PHP Healthcare Corporation, a Delaware corporation (the "Issuer").
Item 1. Security and Issuer
This Amendment No. 3 to the Statement relates to the Common
Stock. The principal executive offices of the Issuer are 11440
Commerce Park Drive, Reston, Virginia 20191.
Item 2. Identity and Background.
This Amendment No. 3 to the 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, Trustees U/A DTD 5/30/84
As Amended made by and for John W. Kluge (the "Trust"), a grantor
trust of which Mr. 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.
Item 3 of the Statement is hereby amended and supplemented by
adding the following paragraph:
The aggregate consideration used in acquiring the 499,500 shares
of Common Stock covered by this Amendment was $4,000,295.13 in
cash.
Item 4. Purpose of Transaction(s).
Item 4 of the Statement is hereby amended and supplemented by
adding the following:
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Mr. Kluge, through the Trust, purchased 499,500 additional shares
of Common Stock on the open market on four separate dates, having
an aggregate purchase price (including broker's commissions) of
$4,000,295.13, as follows: 72,300 shares on June 12, 1998 at
$7.86 per share, 133,400 shares on June 15, 1998 at $8.13 per
share, 84,500 shares on June 16, 1998 at $8.11 per share, 93,000
shares on June 18, 1998 at $7.97 per share and 116,300 shares on
June 19, 1998 at $7.90 per share (per share amounts also include
broker commissions).
On June 24, 1998 the Trust sold 375,000 shares of Common Stock in
a private sale for an aggregate consideration of $2,789,062.50.
Item 5. Interest in the Securities of the Issuer.
Item 5 of the Statement 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 1,625,000 shares of
Common Stock which are directly owned by the Trust of which he is
beneficial owner. This amount constitutes approximately 14.9% of
the outstanding shares of Common Stock as of June 24, 1998, based
upon the Issuer's Registration Statement on Form S-3 filed on
June 10, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibits 1,2 and 3 listed below have been filed with the original
Statement 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
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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 25, 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 original 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
original 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 original Schedule 13D filed on May 12, 1997).
