SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Physicians Health Services, Inc.
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
(CUSIP NUMBER)
The Guardian Life Insurance Company
of America
201 Park Avenue South
New York, New York 10003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14 and 15, 1996
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4) check the following box [ ]
Check the following box if a fee is being paid with the statement
[ ]
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.
SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Guardian Life Insurance Company of America
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
See Item 2
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Item 5
EACH 9 SOLE DISPOSITIVE POWER
REPORTING See Item 5
PERSON 10 SHARED DISPOSITIVE POWER
WITH See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE OF REPORTING PERSON
IC
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to acquisition of
306,200 shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), and to a reduction in warrants (the
"Warrants") to purchase Class A Common Stock, of Physicians
Health Services, Inc., a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 120
Hawley Lane, Trumbull, CT 06611.
Item 2. Identity and Background
This statement is filed by Guardian Life
Insurance Company of America, a New York mutual life insurance
company ("The Guardian") primarily engaged in the marketing,
distribution and sale of life insurance and related products.
The Guardian's principal place of business and principal
executive offices are located at 201 Park Avenue South, New York,
New York 10003. During the last five years The Guardian has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdictions, and was consequently not 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.
Item 3. Source and Amount of Funds
The sources of consideration for the purchase
of 306,200 shares of Class A Common Stock described in Item 5
were The Guardian's working capital and The Guardian's agreement
that the aggregate number of Warrants held by The Guardian would
be reduced pro rata by the number of shares of Class A Common
Stock acquired by The Guardian. The Class A Common Stock was
purchased by The Guardian on the open market on October 14 and
15, 1996.
Item 4. Purpose of the Transaction
The Guardian has acquired shares of the Class
A Common Stock, and Warrants to acquire Class A Common Stock, as
an investment for The Guardian's own account and not with the
view towards, or for resale in connection with, any distribution
thereof. In connection with The Guardian's purchase of 306,200
shares of Class A Common Stock described in Item 5, The Guardian
has agreed with the Issuer that, as of the date of the
transactions described in Item 5, the aggregate number of
Warrants held by The Guardian will be reduced pro rata by the
number of shares of Class A Common Stock acquired by The
Guardian. The result of such agreement is that the total number
of shares of Class A Common Stock beneficially owned by The
Guardian will neither increase nor decrease. While The Guardian
intends to exercise its rights and powers as a holder of Class A
Common Stock, it has no current expectation or intention of
acquiring control over the Issuer. The Guardian periodically
reviews its investment decisions and may elect in the future to
purchase additional shares of Class A Common Stock. The Guardian
currently expects that, in the foreseeable future, any
acquisitions by it of the Issuer's Class A Common Stock would be
accompanied by a concurrent pro rata reduction in the Warrants
held by The Guardian as was the case with The Guardian's
acquisitions described in Item 5.
Other than as described in this Item 4, The
Guardian has no present plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or of any of its subsidiaries; (d)
any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in
the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
To the knowledge of The Guardian, the Issuer
has issued and outstanding 5,428,503 million shares of Class A
Common Stock and 3,868,558 shares of Class B Common Stock for a
total of 9,297,061 shares of capital stock issued and
outstanding. The Guardian directly and beneficially owns 450,000
shares of Class A Common Stock purchased on May 1-2, 1996,
145,500 shares of Class A Common Stock purchased on August 14,
1996, 153,000 shares of Class A Common Stock purchased between
August 16 and August 29, 1996, inclusive, and 306,200 shares
of Class A Common Stock purchased on October 14-15, 1996, for an
aggregate of 1,054,700 shares of Class A Common Stock. In
addition, The Guardian directly and beneficially owns 395,300
Warrants (reduced from 701,500 as described in Item 4) for
Class A Common Stock which, if and when exercised will result in
The Guardian holding shares representing approximately 24.89% of
the then issued and outstanding shares of Class A Common Stock
and 14.96% of all issued and outstanding shares of capital stock
of the Issuer. The Guardian will have the sole power to vote or
direct the vote of its holdings and to dispose or direct the
disposition of such holdings. The Guardian does not share the
power to vote or to direct the vote or to dispose or direct the
disposition of any of its shares of Class A Common Stock.
The number of shares beneficially owned by
The Guardian and the percentage of outstanding shares represented
thereby, have been computed in accordance with Rule 13d-3 under
the Act. The percentage of ownership of Class A Common Stock is
based on 5,823,803 outstanding shares of the Issuer's Class A
Common Stock. The percentage of ownership of all capital stock
of the Issuer is based on 9,692,361 outstanding shares of capital
stock of the Issuer.
During the lesser of the past 60 days or the
time since The Guardian's filing of its most recent Schedule 13D,
there have been no transactions by The Guardian in the shares of
the Issuer's Class A Common Stock or the Issuer's Warrants,
except for the following:
(i) on October 14, 1996 The Guardian
purchased 156,200 shares of Class
A Common Stock at a price per share
of $17.765, such purchase being made
through a broker on the NASDAQ Stock
Market; and
(ii) on October 15, 1996 The Guardian
purchased 150,000 shares of Class A
Common Stock at a price per share of
$18.03, such purchase being made
through a broker on the NASDAQ Stock
Market.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Except as described elsewhere in this
Schedule 13D, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) between The
Guardian and any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of the
shares or transfer of warrants to purchase Class A Common Stock,
par value $.01 per share, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of
its knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: October 17, 1996
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:
Name: /s/ EDWARD K. KANE
Title: Senior Vice
President
and General
Counsel
EXHIBIT INDEX
None
