EXHIBIT 5
STOCK PURCHASE AGREEMENT
(PHP Healthcare Corporation)
This Stock Purchase Agreement is dated as of December 23, 1998
between Chase Manhattan Bank and Xxxx X. Xxxxx, Trustees U/A
DTD 5/30/84 as Amended made by and for Xxxx X. Xxxxx
("Seller") and Xxxxx Xxxxxxxxxxx ("Buyer").
Seller is the holder of 500,000 shares (the "Shares"), among
other shares, of common stock, par value $.01 per share (the
"Common Stock"), of PHP Healthcare Corporation, a Delaware
corporation (the "Issuer"). The Shares were acquired from the
Issuer or an affiliate (as such term is used in Rule 144
("Rule 144") under the Securities Act of 1933, as amended (the
"Securities Act")) of the Issuer, and are therefore restricted
stock (as such term is used in Rule 144).
Buyer hereby purchases, and Seller hereby sells, the Shares
for a purchase price equal to $.03 per Share. In connection
with such purchase Buyer hereby represents and warrants to
Seller as follows:
1. Buyer acknowledges that (a) Buyer has had access to such information
regarding the Issuer as is publicly available, (b) the Issuer has not
timely filed its quarterly report on Form 10-Q for the quarterly period
ended September 30, 1998, (c) the Issuer is a debtor under the United
States Bankruptcy Code, (d) Seller has no information regarding the Issuer
other than the publicly available information contained in the Issuer's
reports filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and (e) although Seller holds in excess of ten percent of the
outstanding shares of Common Stock, neither Seller nor any affiliate of
Seller has had any participation in the management of the Issuer, and that
neither Seller nor any affiliate of Seller has any right or ability to
exercise management control over the Issuer.
2. Buyer has such knowledge and experience in financial and business matters
that Buyer is capable of utilizing the information that is
available to Buyer concerning the Issuer to evaluate the risks of
investment in the Issuer.
3. Buyer understands that the Shares have not been registered or qualified
under the Securities Act or any state securities or blue sky laws.
4. Buyer is purchasing the Shares for Buyer's own sole benefit and account for
investment and not with a view to, or a resale in connection with, a public
offering or distribution thereof.
5. The Shares will not be resold (i) without registration or qualification
thereof pursuant to the Securities Act and any applicable state securities
or blue sky laws (unless an exemption therefrom is available) or (ii) in
violation of the Stockholder Voting Agreement dated as of July 31, 1998
between Seller and the Issuer or any applicable law.
Seller hereby represents and warrants to Buyer that neither
Seller nor any affiliate of Seller has had any participation
in the management of the Issuer, and that neither Seller nor
any affiliate of Seller has any right or ability to exercise
management control over the Issuer.
In witness whereof, the parties hereto have executed and
delivered this agreement on the date first above written.
CHASE MANHATTAN BANK
AND XXXX X. XXXXX,
TRUSTEES U/A DTD 5/30/84 AS
AMENDED MADE BY AND FOR
XXXX X. XXXXX
By: /S/ XXXX X. XXXXX
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Xxxx X. Xxxxx
Trustee
/S/ XXXXX XXXXXXXXXXX
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Xxxxx Xxxxxxxxxxx
