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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) August 7, 1996
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Physicians Health Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-21098 06-1116976
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
120 Hawley Lane, Trumbull, Connecticut 06611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 381-6400
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On August 7, 1996, Physicians Health Services, Inc. ("PHS") and The Guardian
Life Insurance Company of America ("Guardian") agreed to amend the
Confidentiality Agreement between them dated June 28, 1995, which limited
Guardian's ability to acquire more than five per cent (5%) of the issued and
outstanding shares of PHS Class A Common Stock by agreeing to permit Guardian to
make open market purchases of PHS Class A Common Stock from August 5, 1996
through December 30, 1996. Guardian presently holds a warrant which entitles it
to acquire up to one million shares of PHS Class A Common Stock at a price of
$32.43 a share (the "Warrant Price"). Guardian has agreed that the amount of
shares it may acquire under the warrant shall be reduced on a pro rata basis by
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the amount of any shares it acquired through such open market purchases. If, on
December 30, 1996, PHS Class A Common Stock is still below the Warrant Price,
PHS will offer to sell to Guardian sufficient shares of its Class A Common Stock
to enable Guardian to purchase at the Warrant Price a number of shares equal to
such number of shares as then could be purchased pursuant to the warrant (as
reduced pursuant to the terms of the agreement dated August 7, 1996). Such
purchase will be at the sole option of Guardian. The remaining portion of the
Guardian Warrant, whether exercised or not, will be extinguished as of December
31, 1996. If PHS Common Stock is above the Warrant Price on December 31, 1996,
Guardian's rights under the warrant to purchase up to one million shares, as
reduced by any open market purchases as described above, will continue in full
force subject to the original terms and conditions of the Warrant Agreement
dated November 28, 1995.
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Item 7. Financial Statements and Exhibits
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Exhibit Number Description of Exhibit
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5.1 Agreement dated August 7, 1996 between
Physicians Health Services, Inc. and The
Guardian Life Insurance Company of America.
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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.
PHYSICIANS HEALTH SERVICES, INC.
By: /s/ Regina M. Campbell
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Regina M. Campbell
Senior Vice President and
Chief Administrative Officer
Date: August 26, 1996
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE
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5.1 Agreement dated August 7, 1996
between Physicians Health Services
Inc., and The Guardian Life Insurance
Company of America.
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EXHIBIT 5.1
AGREEMENT
This Agreement Dated August 7, 1996 is made by and between Physicians
Health Services, Inc., with offices at 120 Hawley Lane, Turnbull, Connecticut
("PHS") and The Guardian Life Insurance Company of America with offices at 201
Park Avenue South, New York, New York (the "Guardian"):
In consideration of the mutual premises and agreements set forth herein
and the receipt of due consideration the sufficiency and receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. PHS agrees to remove the 5% limit imposed by the present
standstill agreement between PHS and the Guardian and to permit the Guardian to
make open market purchases from August 5, 1996 through December 30, 1996.
2. The Guardian's presently held Warrant will be reduced pro rata as
open market purchases are executed.
3. If, on December 30, 1996, PHS common stock is still below the
warrant price, PHS will make available sufficient shares to complete the
Guardian's purchase program of one million (1,000,000) shares at the warrant
price of $32.43 per share. Such purchase will be at the option of the Guardian.
The remaining portion of the Guardian warrant whether exercised or not will be
extinguished as of December 31, 1996.
4. If PHS common stock is above the $32.43 warrant price on
December 31, 1996, the remaining portion of the Guardian warrant will continue
in force and outstanding subject to the original terms and conditions as
originally contained in the agreement.
IN WITNESS WHEREOF. the parties hereto have set their hand as of the
date and year first above written.
PHYSICIANS HEALTH SERVICES, INC.
By: /s/ Regina M. Campbell
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Name: Regina M. Campbell
Title: Senior Vice President,
Chief Administrative Officer
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Edward K. Kane
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Name: Edward K. Kane
Title: Senior Vice President,
and General Council
