SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Physicians Health Services, Inc.
(Name of Issuer)
Class A Common Stock, $.01 Par Value and Warrants
to purchase 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)
May 1-2, 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
Item 1. Security and Issuer
This statement relates to 450,000 shares (the "Shares")
of and warrants to purchase 1 million shares (the "Warrants") 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"). 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 Guardian directly and beneficially owns the Shares
of and Warrants for Class A Common Stock. The Shares were
purchased by The Guardian on the open market on May 1-2, 1996.
The Warrants were issued to The Guardian pursuant to a Class A
Common Stock Warrant Purchase Agreement between The Guardian and
the Issuer. As consideration for the Warrants, The Guardian
entered into a Letter of Intent on November 28, 1995, providing
for the extension to New Jersey, through Physician's Health
Services of New Jersey, Inc., a New Jersey corporation, of the
existing servicing and marketing alliance between The Guardian on
the one hand, and the Issuer and certain of its subsidiaries on
the other hand (such arrangement hereinafter referred to as the
"New Jersey Venture").
Item 4. Purpose of the Transaction
The Guardian has acquired the Shares and the
Warrants as an investment for The Guardian's own account and
not with the view to, or for resale in connection with, any
distribution thereof. Further, the existence of certain
conditions precedent to The Guardian's ability to exercise the
Warrants, including that all regulatory approvals necessary
for the New Jersey Venture be obtained and that certain other
preconditions be met, substantially reduces the likelihood
that the Guardian will acquire the Class A Common Stock
represented by the Warrants in the near future. While The
Guardian intends to exercise its rights and powers as a holder
of Class A Common Stock, the Company has no current
expectation or intention of acquiring control over the Issuer.
Presently, The Guardian has no firm plans to acquire
additional warrants for, or shares of, Class A Common Stock,
however, the Company periodically reviews its investment
decisions and may elect to purchase additional shares of Class
A Common Stock in the future.
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 Securities Exchange Act of 1934, as amended (the "Exchange
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 the
Shares and Warrants for Class A Common Stock which, if and
when exercised will result in The Guardian holding shares
representing approximately 22.55% of the then issued and
outstanding shares of Class A Common Stock and 14.08% 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 6,428,503 outstanding shares of the Issuer's
Class A Common Stock. The percentage of ownership of all
capital stock of the Issuer is based on 10,297,061 outstanding
shares of capital stock of the Issuer.
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 the Warrants, 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: May 10, 1996
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
By: /John Peluso/
___________________________________
Name: John Peluso
Title: Vice President and Associate
General Counsel
EXHIBIT INDEX
None
