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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 18, 1997 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 3)*
Physicians Health Services, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
71940Q-10-6
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(CUSIP Number)
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
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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CUSIP No. 71940Q-10-6 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Herbert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
607,012
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
607,012
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 607,012 Assumes
conversion of Class B Common Stock into Class A Common Stock. Includes 9,500
shares of Class A Common Stock, owned by Anastacia Herbert, former spouse of Mr.
Herbert, as to which Mr. Herbert has voting control. Includes 4,670 shares of
Class A Common Stock and 7,500 shares of Class B Common Stock owned by
Jacqueline Herbert, spouse of Mr. Herbert, as trustee, as to which Mr. Herbert
disclaims beneficial ownership. Assumes exercise of stock options exercisable
within 60 days of 12/31/96 for 106,269 shares of Class A Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
Item 1
(a) Name of Issuer:
Physicians Health Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
One Far Mill Crossing
P.O. Box 904
Shelton, CT 06484-0944
Item 2
(a) Name of Person Filing:
Michael E. Herbert
(b) Address of Residence:
30 Applegate Lane
Trumbull, CT 06611
(c) Citizenship:
U.S.A.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.1 per share
(e) CUSIP No:
71940Q-10-6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
NOt applicable
Item 4. Ownership
As of December 31, 1995
(a) 607,012 shares beneficially owned (Assumes conversion of Class B Common
Stock into Class A Common Stock. Includes 9,500 shares of Class A Common
Stock owned by Anastacia Herbert, former spouse of Mr. Herbert, as to which
Mr. Herbert has voting control. Includes 4,670 shares of Class A Common
Stock and 7,500 shares of Class B Common Stock owned by Jacqueline Herbert,
spouse of Mr. Herbert, as trustee, as to which Mr. Herbert disclaims
beneficial ownership. Assumes exercise of stock options exercisable within
60 days of 12/31/96 for 106,269 shares of Class A Common Stock.)
(b) 9.9% of Class A (Assumes conversion of reporting person's Class B Common
Stock for Class A Common Stock, but does not assume conversion of any other
shares of Class B Common Stock.)
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Page 4 of 4 Pages
(c) Mr. Herbert has sole power to vote or direct the vote of 607,012 shares.
Mr. Herbert has sole power to dispose or to direct the disposition of 607,012
shares. Mr. Herbert does not share voting power or the power to dispose of any
of the shares.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
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.
February 14, 1997
--------------------------------
Date
/s/ Regina M. Campbell
---------------------------------
Signature
Regina M. Campbell
Attorney in Fact
---------------------------------
Name/Title
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EXHIBIT 99.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Michael E. Herbert of Physicians Health
Services hereby constitutes and appoints Regina M. Campbell, Michael E. Herbert
and Ellen C. Ciampi, each of Physicians Health Services, Inc. 120 Hawley Lane,
Trumbull, Connecticut 06611 his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all forms required to be filed with the Securities
and Exchange Act of 1934, as amended and all rules and regulations promulgated
thereunder, in connection with the holdings by the undersigned in Physicians
Health Services, Inc. and to file same, with any other documents necessary or
required in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ Michael E. Herbert
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STATE OF CONNECTICUT )
) SS:
COUNTY OF FAIRFIELD )
On this 24th day of January, 1994, before me Regina M. Campbell, the
undersigned officer, personally appeared Michael E. Herbert known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he/she executed the same for the purposes
therein contained.
/s/Regina M. Campbell
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Commissioner of the Superior Court
