-----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, LVnofGzKkQNScIsAdEq18lXSVLHX9GTrwC8RM89H1bfM4NxYRkNfM4qStZ3apowl IsmHbis3/6miYEYIhsudbw== 0000899140-98-000010.txt : 19980109 0000899140-98-000010.hdr.sgml : 19980109 ACCESSION NUMBER: 0000899140-98-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NASD GROUP MEMBERS: P SCHOENFELD ASSET MANAGEMENT LLC /ADV GROUP MEMBERS: PETER M. SCHOENFELD 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: SEC FILE NUMBER: 005-45067 FILM NUMBER: 98502862 BUSINESS ADDRESS: STREET 1: ONE FAR MILL CROSSING CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2033816400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P SCHOENFELD ASSET MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0001016940 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133891126 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1330 AVE OF THE AMERICAS STREET 2: 34TH FLR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126499500 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 34TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SCHOENFELD P ASSET MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19971020 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 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 (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) December 30, 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). 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[ ] b[ ] Not Applicable 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 0 PERSON WITH 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BD, IA, OO 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 0 PERSON WITH 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This statement amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the Securities and Exchange Commission (the "Commission") on October 21, 1997 and constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 is revised and amended in its entirety as set forth below: (a)-(b) On the date of this Statement: (i) PSAM has beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 0 shares of Common Stock. Such shares represent 0.0% of the issued and outstanding Common Stock. (ii) Mr. Schoenfeld has Beneficial Ownership of 0 shares of Common Stock by virtue of his position as the Managing Member of PSAM. Such shares represent 0.0% of the issued and outstanding Common Stock. (c) The trading dates, number of shares purchased or sold and price per share (including commissions, if any) for all transactions by the Reporting Persons since the filing of the Schedule 13D 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 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 Common Stock held for their respective accounts. (e) As of December 30, 1997, the Reporting Persons ceased to have Beneficial Ownership of more than 5% of the outstanding Common Stock. Item 7. Material to be Filed as Exhibits Joint Filing Agreement, dated October 21, 1997, between PSAM and Peter M. Schoenfeld (filed as Exhibit A to the Schedule 13D and incorporated herein by reference.) 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. January 8, 1998. P. SCHOENFELD ASSET MANAGEMENT LLC By: /s/ Peter M. Schoenfeld Name: Peter M. Schoenfeld Title: Managing Member /s/ Peter M. Schoenfeld Peter M. Schoenfeld Schedule I ---------- Date Price Per Share Shares Sold ---- --------------- ----------- 10/28/97 26.046 28,500 10/29/97 26.25 21,500 12/30/97 27.85 42,700 1/02/98 28.25 246,800 -----END PRIVACY-ENHANCED MESSAGE-----