SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
August 14, 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 145,500 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 145,500
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 August 14, 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 145,500
shares of Class A Common Stock described in Item 5, The Guardian
has agreed with the Issuer that, as of the date of the
transaction 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 acquisition
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 and 145,500 shares of Class A
Common Stock purchased on August 14, 1996, for an aggregate of
595,500 shares of Class A Common Stock. In addition, The
Guardian directly and beneficially owns 854,500 Warrants (reduced
from 1,000,000 as described in Item 4) for Class A Common Stock
which, if and when exercised will result in The Guardian holding
shares representing approximately 23.08% of the then issued and
outstanding shares of Class A Common Stock and 14.28% 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
6,283,003 outstanding shares of the Issuer's Class A Common
Stock. The percentage of ownership of all capital stock of the
Issuer is based on 10,151,561 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 August 14, 1996 The Guardian purchased 145,500
shares of Class A Common Stock at a price per share of
$17.50, such purchase being made through a broker on
the NASDAQ Stock Market;
(ii) effective on August 14, 1996 pursuant to mutual
agreement between The Guardian and the Issuer, the
aggregate number of Warrants held by The Guardian were
reduced pro rata by the number of shares of Class A
Common Stock acquired by The Guardian on such date.
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: August 16, 1996
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
By:__________________________________
Name: /s/ EDWARD K. KANE
Title:: Senior Vice President
and General Counsel
EXHIBIT INDEX
None
