-----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, TTBtrp1OmEPN5IDreqLmdgl2JWTSyZQLdol6v4K43ne2NHZzWp/d2uU3L/S0OCMX F4F2X12JlcaKQHronH18uQ== 0000950130-97-000726.txt : 19970227 0000950130-97-000726.hdr.sgml : 19970227 ACCESSION NUMBER: 0000950130-97-000726 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970226 SROS: NASD 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45067 FILM NUMBER: 00000000 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: HERBERT MICHAEL E CENTRAL INDEX KEY: 0000924058 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PHYSIANS HEALTH SERVICES INC STREET 2: ONE FAR MILL CROSSING P O BOX 904 CITY: SHELTON STATE: CT ZIP: 06484-0944 BUSINESS PHONE: 2033816510 MAIL ADDRESS: STREET 1: 30 APPLEGATE LANE CITY: TRUMBULL STATE: CT ZIP: 06611 SC 13G 1 SCHEDULE 13G THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 18, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response....14.90 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. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 71940Q-10-6 ---------------------------------------- (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). 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! 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.) 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 EX-99.1 2 POWER OF ATTORNEY 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 ---------------------------- 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 ------------------------- Commissioner of the Superior Court -----END PRIVACY-ENHANCED MESSAGE-----