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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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Physician Corporation of America
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
71940P 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 71940P 10 8 13G Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
E. Stanley Kardatzke
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /XX/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares (5) Sole Voting 2,605,092
Beneficially Power (excludes all stock options)
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 9,085
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(7) Sole Dispositive
Power 2,605,092
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(8) Shared Dispositive
Power 9,085
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,605,092
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
X (excludes any shares directly owned by Spouse)
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(11) Percent of Class Represented by Amount in Row (9)
6.7%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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SCHEDULE 13G
PAGE 3 OF 5
ITEM 1.
(a) NAME OF ISSUER:
Physician Corporation of America
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5835 Blue Lagoon Drive
Suite 400
Miami, Florida 33126
ITEM 2.
(a) NAME OF PERSON FILING:
E. Stanley Kardatzke
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
5835 Blue Lagoon Drive
Suite 400
Miami, Florida 33126
(c) CITIZENSHIP:
United States of America
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 Par Value
(e) CUSIP NUMBER:
71940P 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
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SCHEDULE 13G
PAGE 4 OF 5
ITEM 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
2,605,092
(b) PERCENT OF CLASS:
6.7%
(c) NUMBER OF SHARES TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 2,605,092
(ii) shared power to vote or to direct the vote: 9,085
(iii) sole power to dispose or to direct the disposition of:
2,605,092
(iv) shared power to dispose or to direct the disposition of: 9,085
ITEM 5. OWNERSHIP OF FIVE 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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE TO DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
Not Applicable
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SCHEDULE 13G
PAGE 5 OF 5
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
2-21-1997
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Date
/s/ E. Stanley Kardatzke, M.D.
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Signature
E. Stanley Kardatzke, M.D.
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Name/Title
