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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
Date of Report (Date of earliest event reported): June 12, 1998
PHP HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
State or other jurisdiction of incorporation: Delware
Commission File No.: 0-16235
I.R.S. Employer Identification No.: 54-1023168
Address of principal executive offices: 11440 Commerce Park Drive
Reston, VA 20191
Registrant's telephone number, including area code: (703) 758-3600
Former name or former address, if changed since last report: Not applicable
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Exhibit Index at Page 5
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ITEM 5
On June 11, 1996, PHP Healthcare Corporation announced that its S-3
registration statement (file no. 333-26207) filed with the Securities and
Exchange Commission had been declared effective and that it had repurchased
certain shares of Common Stock and Series B Preferred Stock. A copy of the
press release issued by the Company is attached as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits. The following exhibits are furnished as part of this report:
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Exhibit Description
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99.1 Press Release dated June 11, 1998.
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FORWARD LOOKING STATEMENTS
This Report contains forward-looking statements. The words "believe,"
"expect" and "anticipate" and similar expressions identify such
forward-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 hereunto duly authorized.
PHP HEALTHCARE CORPORATION
By: /s/ Anthony M. Picini
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Name: Anthony M. Picini
Title: Executive Vice President and
Chief Financial Officer
Dated: June 12, 1998
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EXHIBIT INDEX
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Exhibit Description
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<S> <C>
99.1 Press Release dated June 11, 1998.
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Exhibit 99.1
For Immediate Release
[LOGO] Contact:
PHP HEALTHCARE Jack M. Mazur, President and CEO
CORPORATION (703) 758-3600
Kenneth H. Weixel
Executive VP. Healthcare Strategy
(703) 758-3686
PHP HEALTHCARE S-3 REGISTRATION DECLARED EFFECTIVE,
COMPANY BUYS BACK SERIES B CONVERTIBLE PREFERRED
Reston, Virginia, June 11, 1998 - PHP Healthcare Corporation (NYSE:PPH) today
announced that its amended S-3 registration statement filed with the
Securities and Exchange Commission is effective June 10, 1998. The filing was
required by the Company's recent Series B convertible preferred stock
agreement.
However, PHP has repurchased 25,300 shares of the 70,000 convertible
preferred shares issued as part of its previously announced stock repurchase
program. In addition to the preferred shares purchased by PHP there have been
1,532 preferred shares converted into 212,621 shares of PHP common stock. To
date, these repurchases and conversions represent in excess of 38% of the
total $70 million issue.
The Company is continuing individual negotiations with the preferred holders
to acquire additional amounts of the Series B convertible preferred. PHP also
has bought back 1.65 million shares of its common stock in the market and in
private transactions. The repurchase program is financed in part through
PHP's recently acquired $80 million senior credit facility with NationsBank.
Jack M. Mazur, PHP President and CEO, stated, "These recent actions by PHP
should increase the value of PHP's common shares by reducing the effects of
excessive dilution through conversions of the preferred. The basic
fundamentals of the Company are sound and we are focused on continuing our
growth in the New York-New Jersey area, as well as in the mid-Atlantic and
Southeast regions. To improve our focus, we recently discontinued PHP's
correctional medicine operations, and we will scale back our government
business to contracts currently in hand. We believe we have the correct skill
sets, systems, and operational model to meet the challenges facing health care
today."
A medical management company, PHP Healthcare Corporation manages medical risk
through the acceptance of global capitation arrangements with HMOs and other
healthcare 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 Healthcare. Because health care is a
local service, PHP's managed delivery systems are tailored to the needs of
individual communities and patient populations. Operating primarily along the
Northeast, mid-Atlantic, and Southeast corridors of the United States, PHP
Healthcare has more than 10,000 physicians employed or under contract and
responsibility for more than 300,000 covered lives.
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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.
