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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
IMPORTANT NOTICE TO SHAREHOLDERS
REGARDING POSTPONED ANNUAL MEETING
The Annual Meeting of the Shareholders of Long Island Physician
Holdings Corporation (the "Company") has been postponed to Tuesday, February 11,
1997, as it appeared unlikely that a quorum of the Company's Class A Common
Stock would be present in person or by proxy at the meeting, as originally
scheduled.
In less than two weeks, the Annual Meeting is now scheduled to take
place. The matters to be acted upon at the Annual Meeting could have a major
impact on the Company and your investment in it.
As we near the postponed Annual Meeting date, we want to give you a
further, brief explanation of the matters to be acted upon (other than election
of directors and ratification of the appointment of auditors) and the main
reasons why the Board of Directors of the Company voted unanimously to recommend
a vote "FOR" each such matter.
IN ORDER TO ASSURE THAT A QUORUM IS PRESENT, WE URGE YOU TO SEND IN
YOUR PROXIES EVEN IF YOU INTEND TO ATTEND THE MEETING. YOU WILL HAVE THE
OPPORTUNITY AT THE MEETING TO CHANGE ANY OF THE VOTES INDICATED IN YOUR PROXY.
* * * *
Item 3 to be acted on at the Annual Meeting (the proposed
restructuring of the Company and MDNY Healthcare, Inc.) is of critical
importance to the Company and its shareholders. It is, therefore, discussed
first. A shareholder's decision to vote "for" Item 3 will strongly bear on his
or her decisions on Items 2 and 4.
Item 3
Proposed Restructuring of the
COMPANY AND MDNY HEALTHCARE, INC.
Currently, the Company owns the Class A shares of MDNY Healthcare,
Inc. (CHNLI owns the Class B shares of MDNY.) Through November 13, 1996, the
Company also owned the shares of three IPAs and had investments in other
healthcare ventures, including NextStage. These interests were transferred to a
separate entity which will be owned in the same proportions by the owners of the
Company.
After this transaction (known as a "spin-off"), the Company's
shareholders continue to own their Class A and Class B shares of the Company.
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The following would then result from the proposed multi-step
restructuring of the Company and MDNY (which is described in detail in the Proxy
Statement):
- MDNY Holdings, LLC (a newly-formed limited liability company)
would own all of the shares of MDNY.
- Practitioners who were formerly shareholders of the Company would
own Class A non-voting interests and Class B-1 voting interests in MDNY
Holdings; CHNLI would also own Class A non-voting interests and Class C-1 voting
interests in MDNY Holdings. Interests would be owned by the LIPH practitioners,
as a group, and by CHNLI in proportion to the Company's and CHNLI's current
investments in MDNY.
- Practitioner-investors in regional offerings (such as Queens and
Hudson Valley) would acquire Class A non-voting interests and a separate class
of voting interests (B-2, B-3, etc.) in MDNY Holdings.
- MDNY Holdings would be governed by a Board of up to 29 Managers,
21 of whom would be elected by practitioner-investors and 8 of whom would be
elected by CHNLI and any other hospital investors.
- LIPH practitioners and investors in other regional offerings
would be entitled to elect Managers based on their investments in MDNY Holdings,
except that the LIPH practitioners would always be entitled to elect at least 2
Managers of MDNY Holdings.
- The MDNY Holdings Board of Managers would vote on matters as
described in detail in the Proxy Statement.
The Board recommends that you vote "FOR" Item 3 because:
- ACCOMPLISHES STRATEGIC OBJECTIVES. The proposed restructuring
permits (i) the necessary expansion of MDNY's service area through relatively
straightforward separate regional offerings, and (ii) common ownership of MDNY
and an indemnity insurer by the same parent. While complex, the proposed
restructuring avoids or minimizes a number of significant legal issues and areas
of on-going regulatory oversight inherent in alternative restructurings.
- CONDITION TO CLOSING OF QUEENS AND HUDSON VALLEY OFFERINGS. The
current offerings to practitioners in Queens and the Hudson Valley region are
based upon the assumption that the proposed restructuring will be completed. If
the restructuring is not authorized by the Company's shareholders, the Queens
and Hudson Valley offerings would have to be withdrawn, and we, along with CHNLI
and MDNY, would have to attempt to devise substantially different plans for
capital expansion and future structure and repropose such a structure to the
Queens and Hudson Valley practitioners. We believe that it is highly unlikely
that any other structure will prove as attractive and that a proposed new
structure could significantly jeopardize the success of such offerings.
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Item 2
By-Law Amendment to Permit
Certain Exchanges by Non-MDs of
CLASS B COMMON STOCK FOR CLASS A COMMON STOCK
Currently, voting Class A Common Stock can only be owned by IPA
members who are doctors of medicine; other healthcare practitioners can only own
non-voting Class B Common Stock. The Board of Directors has unanimously
determined that the By-Laws should be amended to permit the following
practitioners (who do not currently own Class A shares) to exchange one share of
non-voting Class B Stock for one share of voting Class A Stock: psychologists,
general and specialty dentists, podiatrists and chiropractors.
The Board recommends that you vote "FOR" Item 2 because:
- GREATER PRACTITIONER PARTICIPATION. It will promote greater
participation in the Company by practitioners who are not doctors of medicine
and who are viewed as playing increasingly important roles in building a
successful managed care organization.
- AVOIDANCE OF VOTING DILUTION. We have learned that the ability
of MDNY to attract new regional groups of practitioner-investors will best be
served by allowing healthcare practitioners who are not doctors of medicine to
own voting equity. The restructuring of the Company and MDNY Healthcare, Inc.
(proposed in Item 3) is designed to allow this. Therefore, the voting rights of
the Company's shareholders, as a group, in the restructured entity will be
diluted VIS A VIS investors in other regional offerings, unless, prior to the
restructuring, the Company's non-MD practitioners acquire shares of its voting
Class A Common Stock.
Item 4
Amendment to Certificate
of Incorporation to
ELIMINATE PREEMPTIVE RIGHTS
The Company's Certificate of Incorporation currently grants
"preemptive rights" to the holders of its Common Stock, that is, such holders
have the right (subject to limited statutory exceptions) to purchase
newly-issued shares of Common Stock on a PRO RATA basis on terms no less
favorable than those on which such shares would otherwise be sold to a third
party. The Board of Directors has unanimously determined that the Company's
Certificate of Incorporation should be amended to eliminate preemptive rights.
The Board recommends that you vote "FOR" Item 4 because:
- PREEMPTIVE RIGHTS BURDENSOME. Preemptive rights procedures are
administratively burdensome and involve expense and delay to the Company in
effecting an
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offering of its securities. For this reason, very few publicly-held companies'
stock carries preemptive rights. In addition, existing preemptive rights could
limit the Company's ability to consummate the share exchange described in Item 2
or the restructuring described in Item 3.
OUR FUTURE
In the judgment of the Board of Directors, the restructuring (Item 3)
is essential to the future viability of MDNY and is overwhelmingly in the best
interests of the Company's shareholders. The Board also recommends that you
vote for the non-voting for voting share exchange by non-MDs (Item 2) and the
elimination of preemptive rights (Item 4).
AS THE ANNUAL MEETING IS LESS THAN TWO WEEKS AWAY, WE URGE YOU TO
RETURN THE ENCLOSED FORM OF PROXY CARD TODAY. IF YOU HAVE ALREADY VOTED A
PROXY, YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND. YOUR LATEST DATED PROXY IS THE
ONLY ONE THAT COUNTS.
Your immediate attention to this matter is greatly appreciated.
January 30, 1997
David J. Weissberg, M.D.
Chairman
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INSTRUCTIONS:
1. Complete, date, print your name, and sign the enclosed proxy
card(s);
2. Return the enclosed proxy card(s) TODAY either by mail or
facsimile.
If by MAIL, place the completed proxy card(s) in the enclosed stamped,
pre-addressed envelope to Continental Stock Transfer & Trust Co., Two Broadway,
New York, New York 10004, or
If by FACSIMILE, copy the front and back of the completed proxy
card(s) onto one sheet of paper and fax it to Continental Stock Transfer & Trust
Co., Attn: Ms. Gail Konsker (212) 509-5152.
If you need assistance in voting your shares, please call:
Goodkind Labaton Rudoff & Sucharow LLP Continental Stock Transfer
Attn: Maria Allen, Esq., & Trust Co.
(212) 907-0756 Attn: Ms. Gail Konsker
(212) 509-4000, Ext. 241
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TO VOTE CLASS A SHARES
LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
275 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
PROXY--SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED CLASS A SHAREHOLDER OF LONG ISLAND PHYSICIAN HOLDINGS
CORPORATION ("COMPANY") HEREBY APPOINTS DRS. DAVID J. WEISSBERG, M.A. MIRZA, AND
PAUL KOLKER AND EACH OR EITHER OF THEM, THE PROXY OR PROXIES OF THE UNDERSIGNED,
WITH FULL POWER OF SUBSTITUTION, TO VOTE AS SPECIFIED ON THIS PROXY FORM ALL
SHARES OF CLASS A COMMON STOCK OF SAID COMPANY WHICH THE UNDERSIGNED IS ENTITLED
TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS OF SAID COMPANY, TO BE HELD ON
FEBRUARY 11, 1997 (THE "MEETING") AND AT ALL ADJOURNMENTS OF SUCH MEETING, WITH
ALL POWERS THE UNDERSIGNED WOULD POSSESS IF PERSONALLY PRESENT.
This Proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THE
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR DESCRIBED IN ITEM 1
AND FOR THE PROPOSALS DESCRIBED IN ITEMS 2, 3, 4 AND 5 AND AS TO ANY OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN THE
DISCRETION AND IN THE BEST JUDGMENT OF THE PROXIES. This Proxy may be revoked at
any time prior to the voting thereof.
ITEM 1--Election of the following forty directors:
FOR A TERM ENDING WITH THE 1999 ANNUAL MEETING--David J. Weissberg, M.D., M.
A. Mirza M.D., Babu Easow, M.D., Paul Kolker, M.D., Salvatore J. Caravella,
M.D., Amy Koreen, M.D., Ronald R. Perrone, M.D., Bruce A. Seideman, M.D., Eli
Anker, M.D., Jeffrey R. Ashkin, M.D., Marion Bergman, M.D., Charles A.
Calabrese, M.D., Anthony P. Caruso, M.D., and Gregory Kalmar, D.D.S.
FOR A TERM ENDING WITH THE 1998 ANNUAL MEETING--Lew E. Cibeu, M.D., Martin
B. Cohen, M.D., Alan Dietzek, M.D., Geri DiGiovanni, D.O., Jeffrey M. Epstein,
M.D., Franco Gallo, M.D., Steven M. Goldberg, M.D., David T. Goldman, M.D.,
Linda Harkavay, M.D., Robert A. Jason, M.D., Martin P. Kaplan, M.D., and Joseph
Tamburrino, D.P.M.
FOR A TERM ENDING WITH THE 1997 ANNUAL MEETING--Steven Kobren, M.D., Michael
Ladinsky, D.O., Steven A. Napoli, M.D., Andrew A. Pastewski, M.D., Asvin M.
Patel, M.D., Andrew J. Peters, M.D., Reed Phillips, M.D., Lynn Pierri, D.D.S,
M.S., Rosario Romano, M.D., Robert Sarnataro, M.D., Jitendra Shah, M.D., William
E. Shuell, M.D., Gary Wohlberg, M.D., and Anthony DiBlanda, D.C.
FOR / / WITHHOLD / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
________________________________________________________________________________
(PLEASE DATE AND SIGN ON THE REVERSE SIDE.)
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(CONTINUED FROM THE OTHER SIDE)
ITEM 2--Proposal to approve Amendments to the Company's By-Laws to permit the
exchange of one share of Class B Common Stock held by certain non-voting
shareholders for one share of Class A Common Stock and to permit certain
practitioners to serve on the Board of Directors.
FOR / / AGAINST / / ABSTAIN / /
ITEM 3--Proposal to approve a proposed restructuring and recapitalization of the
Company and MDNY Healthcare, Inc. pursuant to an Agreement and Plan of Merger
and Amendments to the Company's Certificate of Incorporation and By-Laws.
FOR / / AGAINST / / ABSTAIN / /
ITEM 4--Proposal to approve an Amendment to the Company's Certificate of
Incorporation to eliminate preemptive rights.
FOR / / AGAINST / / ABSTAIN / /
ITEM 5--Proposal to approve the appointment of Coopers & Lybrand LLP as the
Company's auditors for the 1997 fiscal year.
FOR / / AGAINST / / ABSTAIN / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "<*>FOR</*>" EACH NOMINEE FOR DIRECTOR
AND "FOR" ITEMS 2, 3, 4 AND 5.
Dated: _______________________
______________________________
______________________________
Signature or Signatures
Executors, administrators,
trustees, guardians, attorneys
and agents should give their
full titles and submit
evidence of appointment unless
previously furnished to the
Company or its transfer agent.
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TO VOTE CLASS B SHARES
LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
275 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
PROXY--SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED CLASS B SHAREHOLDER OF LONG ISLAND PHYSICIAN HOLDINGS
CORPORATION ("COMPANY") HEREBY APPOINTS DRS. DAVID J. WEISSBERG, M.A. MIRZA, AND
PAUL KOLKER AND EACH OR EITHER OF THEM, THE PROXY OR PROXIES OF THE UNDERSIGNED,
WITH FULL POWER OF SUBSTITUTION, TO VOTE AS SPECIFIED ON THIS PROXY FORM ALL
SHARES OF CLASS B COMMON STOCK OF SAID COMPANY WHICH THE UNDERSIGNED IS ENTITLED
TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS OF SAID COMPANY, TO BE HELD ON
FEBRUARY 11, 1997 (THE "MEETING") AND AT ALL ADJOURNMENTS OF SUCH MEETING, WITH
ALL POWERS THE UNDERSIGNED WOULD POSSESS IF PERSONALLY PRESENT.
This Proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THE
PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED IN ITEMS 3 AND 4 AND AS TO ANY
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED
IN THE DISCRETION AND IN THE BEST JUDGMENT OF THE PROXIES. This Proxy may be
revoked at any time prior to the voting thereof.
________________________________________________________________________________
(PLEASE DATE AND SIGN ON THE REVERSE SIDE.)
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(CONTINUED FROM THE OTHER SIDE)
ITEM 3--Proposal to approve a proposed restructuring and recapitalization of the
Company and MDNY Healthcare, Inc. pursuant to an Agreement and Plan of Merger
and Amendments to the Company's Certificate of Incorporation and By-Laws.
FOR / / AGAINST / / ABSTAIN / /
ITEM 4--Proposal to approve an Amendment to the Company's Certificate of
Incorporation to eliminate preemptive rights.
FOR / / AGAINST / / ABSTAIN / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "<*>FOR</*>" ITEMS 3 AND 4.
Dated: ___________________________
__________________________________
__________________________________
Signature or Signatures
Executors, administrators,
trustees, guardians, attorneys and
agents should give their full
titles and submit evidence of
appointment unless previously
furnished to the Company or its
transfer agent.
