-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RYcfVr8NvMtAWYSNS+aPKndoSxX9GLV4sS8mHAZc1f2aoav1XjT1lyV7APBjPcVR iOYWyCXDrPqiOznfNHE1BQ== 0000898080-96-000123.txt : 19960906 0000898080-96-000123.hdr.sgml : 19960906 ACCESSION NUMBER: 0000898080-96-000123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960904 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS HEALTH SERVICES INC CENTRAL INDEX KEY: 0000867098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 061116976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45067 FILM NUMBER: 96625590 BUSINESS ADDRESS: STREET 1: 120 HAWLEY LANE STREET 2: 1243 BROADRICK DRIVE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2033816400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUARDIAN LIFE INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000901849 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 PARK AVENUE SOUTH STREET 2: AREA 9C CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2125988359 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 16, 21, 23 and 29, 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 153,000 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 153,000 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 16, 21, 23 and 29, 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 153,000 shares of Class A Common Stock described in Item 5, The Guardian has agreed with the Issuer that, as of the date of the transactions 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 acquisitions 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, 145,500 shares of Class A Common Stock purchased on August 14, 1996 and 153,000 shares of Class A Common Stock purchased between August 16 and August 29, 1996, inclusive, for an aggregate of 748,500 shares of Class A Common Stock. In addition, The Guardian directly and beneficially owns 701,500 Warrants (reduced from 854,500 as described in Item 4) for Class A Common Stock which, if and when exercised will result in The Guardian holding shares representing approximately 23.65% of the then issued and outstanding shares of Class A Common Stock and 14.50% 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 6,130,003 outstanding shares of the Issuer's Class A Common Stock. The percentage of ownership of all capital stock of the Issuer is based on 9,998,561 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 16, 1996 The Guardian purchased 50,100 shares of Class A Common Stock at a price per share of $17.637, such purchase being made through a broker on the NASDAQ Stock Market; (ii) on August 21, 1996 The Guardian purchased 9,800 shares of Class A Common Stock at a price per share of $17.644, such purchase being made through a broker on the NASDAQ Stock Market; (iii) on August 23, 1996 The Guardian purchased 33,100 shares of Class A Common Stock at a price per share of $17.684, such purchase being made through a broker on the NASDAQ Stock Market; (iv) on August 29, 1996 The Guardian purchased 60,000 shares of Class A Common Stock at a price per share of $17.653, such purchase being made through a broker on the NASDAQ Stock Market; (v) effective as of August 16, 21, 23 and 29, 1996, respectively, 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 as of each 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: September 4, 1996 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: Name: /s/ EDWARD K. KANE Title:: Senior Vice President and General Counsel EXHIBIT INDEX None -----END PRIVACY-ENHANCED MESSAGE-----