SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
PHYSICIANS HEALTH SERVICES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
71940Q106
(CUSIP Number)
PETER M. SCHOENFELD
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas, 34th Floor
New York, New York 10019
(212) 649-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 26, 1997
(Date of Event which Requires Filing 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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 71940Q106
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Schoenfeld Asset Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 339,500
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
339,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD, IA, OO
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SCHEDULE 13D
CUSIP No. 71940Q106
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter M. Schoenfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
a[ ]
Not Applicable b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 339,500
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
339,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of
Physicians Health Services, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at One Far Mill Crossing,
Shelton, Connecticut 06484.
ITEM 2. IDENTITY AND BACKGROUND
The Statement is being filed by (1) P. Schoenfeld Asset Management LLC, a
New York limited liability company ("PSAM") and (2) Peter M. Schoenfeld, a
United States citizen, in his capacity as the Managing Member of PSAM ("Mr.
Schoenfeld"). PSAM and Mr. Schoenfeld are sometimes collectively referred to
herein as the "Reporting Persons".
PSAM is registered as a non-clearing broker-dealer and an investment
adviser with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc. The principal business of PSAM
is to provide investment advisory services with respect to global event
arbitrage activities to managed accounts (the "Managed Accounts") and to certain
investment partnerships for which entities controlled by Mr. Schoenfeld serve as
the general partner (the "Partnerships"). The principal place of business and
principal offices of PSAM are located at 1330 Avenue of the Americas, 34th
Floor, New York, New York 10019, which is also the business
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address of Mr. Schoenfeld. The principal occupation of Mr. Schoenfeld is
his position as a Managing Member of PSAM.
None of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
During the last five years, none of the Reporting Persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The Partnerships and Managed Accounts expended an aggregate of
approximately $5,122,272 (including brokerage commissions, if any) to purchase
the 194,500 shares of Class A Common Stock which are reported in Item 5(c) as
having been purchased for their accounts during the past 60 days. The funds for
the purchase of the shares of Class A Common Stock owned by the Managed Accounts
come from their owners or shareholders. The funds for the purchase of the shares
of Class A Common Stock owned by the Partnerships are obtained from the working
capital of the Partnerships. The shares of Class A Common Stock held by the
Partnerships and the Managed Accounts may be held through margin accounts
maintained with brokers, which extend margin credit, as and when required to
open or carry positions in such
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margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the credit policies of such firms. The positions held in the
margin accounts, including the Class A Common Stock, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the shares of Class A Common Stock by
each of the Reporting Persons is for investment. From time to time, the
Reporting Persons may discuss with management of the Company the Reporting
Persons' suggestions for enhancing shareholder value. Such suggestions may
relate to one or more of the transactions specified in clauses (a) through (j)
of Item 4 of Schedule 13D under the Securities Exchange Act of 1934. However,
the Reporting Persons do not intend to seek control of the Company or
participate in the management of the Company. Each Reporting Person reserves the
right to make further purchases of Class A Common Stock from time to time, to
dispose of any or all of the shares of Class A Common Stock held by it at any
time or to formulate other purposes, plans or proposals regarding the Company or
any of its securities, to the extent deemed advisable in light of its general
investment and trading policies, market conditions or other factors. Except as
described above, the Reporting Persons do not have any present plans or
proposals which relate to or would result in any of the transactions specified
in clauses (a)
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through (j) of Item 4 of Schedule 13D under the Securities and Exchange Act of
1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) On the date of this Statement:
(i) PSAM may be deemed to have beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 339,500
shares of Class A Common Stock by virtue of its position as discretionary
investment manager to the Partnerships and Managed Accounts, as the case the may
be, holding such shares of Class A Common Stock. Such shares represent 5.8% of
the issued and outstanding Class A Common Stock. PSAM shares voting power and
dispositive power over the Class A Common Stock with Mr. Schoenfeld.
(ii) Mr. Schoenfeld may be deemed to have Beneficial Ownership of 339,500
shares of Class A Common Stock by virtue of his position as the Managing Member
of PSAM. Such shares represent 5.8% of the issued and outstanding Class A Common
Stock. Mr. Schoenfeld shares voting power and dispositive power over the Class A
Common Stock with PSAM.
The percentages used herein are calculated based upon the 5,881,454 shares
of Class A Common Stock stated to be issued and outstanding effective as of
August 11, 1997, as reflected in the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1997.
(c) The trading dates, number of shares purchased or sold and price per
share (including commissions, if any) for all
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transactions by the Reporting Persons during the past 60 days are set forth in
Schedule I hereto. All such transactions were made in the open market.
(d) No person other than the Partnership and the Managed Accounts is known
to have the right to receive or the power to direct the receipt of dividends
from or the proceeds of sale of shares of Class A Common Stock, except that the
respective partners, shareholders or owners, as relevant, of the Partnerships
and the Managed Accounts have the right to participate in the receipt of
dividends from or proceeds of the sale of, the shares of Class A Common Stock
held for their respective accounts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement, dated October 21, 1997, between PSAM
and Peter M. Schoenfeld.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 21, 1997.
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
Peter M. Schoenfeld
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<TABLE>
<CAPTION>
Schedule I
Date Price Per Share Shares Purchased
<S> <C> <C>
9/8/97 28.375 26,500
9/9/97 28.5 25,000
9/10/97 28.4375 10,000
9/16/97 28.5 5,000
9/17/97 28.5 5,000
9/18/97 28.5625 25,000
9/25/97 27.327 33,000
9/26/97 27.044 45,000
10/08/97 25.5625 10,000
10/20/97 27.5 10,000
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Class A Common Stock of Physicians Health Services,
Inc. dated October 21, 1997 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: October 21, 1997
P. SCHOENFELD ASSET MANAGEMENT LLC
By: /s/ Peter M. Schoenfeld
Name: Peter M. Schoenfeld
Title: Managing Member
/s/ Peter M. Schoenfeld
Peter M. Schoenfeld
