SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 21, 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
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
This Amendment No. 5 to the Schedule 13D filed on
December 8, 1995 by The Guardian Life Insurance Company of
America, a New York mutual life insurance company ("The
Guardian"), relates to The Guardian's ownership of shares of
Class A Common Stock, par value $.01 per share (the "Class A
Common Stock") of Physicians Health Services, Inc., a Delaware
corporation (the "Issuer"), and of The Guardian's ownership of a
warrant dated November 28, 1995 (the "Warrant") to purchase
Class A Common Stock of the Issuer. Except as otherwise noted
herein, there have been no material changes to the disclosure in
the Schedule 13D, as previously amended. The Schedule 13D is
hereby amended as follows:
Item 5. Interest in Securities of the Issuer
To the knowledge of The Guardian, the Issuer has issued and
outstanding 5,483,716 million shares of Class A Common Stock and
3,823,480 shares of Class B Common Stock for a total of 9,307,196
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.
During the lesser of the past 60 days or the time since The
Guardian's filing of its most recent Schedule 13D or amendment to
any Schedule 13D, there have been no acquisitions or dispositions
by The Guardian in the shares of the Issuer's Class A Common
Stock. The Warrant dated November 28, 1995 originally entitled
The Guardian to purchase one million shares of Class A Common
Stock. As previously disclosed in this Schedule 13D, The
Guardian relinquished its right to purchase 604,700 shares of
Class A Common Stock under the Warrant. On October 21, 1996, the
Guardian relinquished its right to purchase the remaining 395,300
Class A Common Stock under the Warrant. Consequently, no shares
of Class A Common Stock remain available under the Warrant for
purchase by The Guardian. The Guardian believes that it holds
approximately 19.23% of shares of the issued and outstanding
Class A Common Stock and 11.33% of all issued and outstanding
shares of the Issuer's capital stock. Based on the voting
authority of holders of the Issuer's Class B Common Stock, The
Guardian believes that its holdings of Class A Common Stock
represents less than 5% of the aggregate voting authority of the
all outstanding shares of the Issuer's capital stock. The
Guardian has 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
5,483,716 outstanding shares of the Issuer's Class A Common
Stock. The percentage of ownership of all capital stock of the
Issuer is based on 9,307,196 outstanding shares of capital stock
of the Issuer.
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: November 12, 1996
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ EDWARD K. KANE
Name: Edward K. Kane
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
None
