<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
- -----------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / 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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
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PENNSYLVANIA PHYSICIANS CARE [logo]
Pennsylvania Physician Healthcare Plan, Inc.
May 21, 1997
Dear Class A Shareholder:
On behalf of the Board of Directors, I am pleased to extend to you an
invitation to attend the annual meeting of Class A shareholders of Pennsylvania
Physician Healthcare Plan, Inc. to be held in Harrisburg, PA on Saturday, June
21, 1997, beginning at 9:30 a.m.
The notice of meeting and proxy statement which appear on the following
pages contain information about matters which are to be considered at the
meeting.
In order to insure that your shares are voted at the meeting, please
complete, date, sign and return the enclosed proxy in the enclosed postage
prepaid envelope at your earliest convenience. Every shareholder's vote is
important.
Sincerely yours,
Gary C. Brown, M.D., Chairman
================================================================================
PLEASE MAIL YOUR PROXY CARD IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE ANNUAL MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE
COMPANY WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE COMPANY TO HOLD THE MEETING
AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER
SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
================================================================================
651 East Park Drive o Harrisburg, PA 17111 o (717) 561-7890
o (800) 671-7747 o Fax (717) 558-0661
<PAGE>
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
651 EAST PARK DRIVE
HARRISBURG, PENNSYLVANIA 17111
---------------------------
NOTICE OF ANNUAL MEETING OF CLASS A SHAREHOLDERS
AND PROXY STATEMENT
---------------------------
Approximate Date of Mailing:
May 21, 1997
TO THE CLASS A SHAREHOLDERS:
The annual meeting of Class A Shareholders of Pennsylvania
Physician Healthcare Plan, Inc. (the "Company") will be held at the offices of
the Pennsylvania Medical Society, 777 East Park Drive, Harrisburg, PA on
Saturday, June 21, 1997, at 9:30
a.m. for the following purposes:
1. To elect six directors to serve for a term of
three years; and
2. To consider and transact such other business as
may properly come before the meeting.
This Proxy Statement is furnished by the Board of Directors
(the "Board") of the Company for solicitation of proxies to be used at the
annual meeting, and at any adjournment thereof. If the enclosed proxy card is
signed, dated and returned, the shares represented thereby will be voted as
directed therein. Any proxy may be revoked by the person giving it at any time
before it is exercised, by written notice to the Secretary of the Company.
The stock transfer books will not be closed. Only Class A
Shareholders of record on April 30, 1997, are entitled to notice of and to vote
at the annual meeting. On that date, there were 4,087 shares of Class A voting
common stock outstanding. Each share is entitled to one vote on each of the
matters presented at the meeting, except that only holders of record who are
practicing physicians (medical doctor or doctor of osteopathy), podiatrists or
oral surgeons (or their qualified retirement plans) may vote, (see
"Definitions") and each such holder is entitled to only one vote, regardless of
the number of Class A Shares held. Voting is not cumulative.
The holders of shares entitled to cast not less than one-third
of the votes must be present in person or represented by proxy at the meeting in
order to constitute a quorum for the transaction of business; all shares present
in person or represented by proxy and entitled to vote are counted for quorum
<PAGE>
purposes. Directors are elected by a plurality of the votes of the shares
present in person or by proxy and entitled to vote. Approval of each other
matter to be voted upon requires the affirmative vote of a majority of the votes
of shares present in person or by proxy and entitled to vote on such matter.
Abstentions will be counted solely for the purpose of determining whether a
quorum is present.
Election of Directors
The Board of Directors is divided into three classes of
directors. The terms of the classes are staggered so that at each annual meeting
Class A Shareholders elect the members of one of the three classes to three-year
terms of office. Six directors are to be elected at this annual meeting for
three year terms expiring at the annual meeting in 2000 or until their
successors are elected and qualified.
All directors were first elected in March-July, 1995 (except
Dr. Kroser, who was elected in July, 1996 and Dr. Axelson, who was elected in
November, 1996) and hold office for the terms shown in the table below, and
until their successors are elected and shall have qualified. The Company's
Bylaws state that only practicing Pennsylvania physicians, podiatrists or oral
surgeons who are shareholders of the Company are eligible to serve as directors.
Management has nominated for election as directors the
nominees whose names appear in the table below, all of whom are presently
directors of the Company. Unless otherwise instructed by shareholders, the
persons named in the enclosed form of proxy will vote all valid proxies received
for the election of such nominees. Management believes that all nominees will be
able to serve as directors, but if this should not be the case, the proxies will
be voted for a substitute nominee or nominees to be designated by management.
Effective at the annual meeting Drs. Gallagher, Axelson and DiRenzo are retiring
from the Board. Following their retirement, the Board will have 21 members.
Certain information is given below for each nominee for
director, for each director whose term of office either will continue after the
Annual Meeting or will expire at the meeting, and with respect to the shares of
the Company beneficially owned by all officers and directors as a group. The
information in the table as to each director has been furnished by the
respective director.
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<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
Name, Age, Present Officer January 10, 1997
Position with Company and ----------------
Principal Occupation during Class A Class B
Last Five Years Shares (1) Shares (2)
--------------------------- ---------- ----------
NOMINEES FOR DIRECTOR
TERM TO EXPIRE 2000
<S> <C> <C>
Larry E. Goldstein, M.D., 49, 1 3
of Wynnewood, PA, has conducted a medical
practice in urology since 1978. He practices in
Philadelphia, Pennsylvania and Turnersville, New
Jersey. Dr. Goldstein is a Board certified
urologist and a Fellow of the American College
of Surgeons. He is an instructor in urology at
Thomas Jefferson University School of Medicine
and serves on the Board of Directors of the
Keystone Kidney Lithotripsy Center. Dr.
Goldstein served as Secretary of the Company
from March, 1995 to November, 1996.
Frank H. Guinn, D.O., 60, 1
of Philadelphia, PA, has conducted an internal
medical practice in Philadelphia, Pennsylvania
since 1980 and is certified in internal medicine.
He is President of the American Association of
Physician Specialists and the Corporate Medical
Director of the Green Acres Nursing System.
Richard J. Minehart, M.D., 46, 1
of Lansdale, PA, has conducted a medical
practice in General Surgery since 1983. An
Associate Fellow of the American College of
Surgeons, Dr. Minehart is presently the Chairman
of the Credentials Committee and Vice President
of the Medical Staff at North Penn Hospital.
Dr. Minehart served as Treasurer of the Company
from March, 1995 to November, 1996.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
January 10, 1997
----------------
Class A Class B
Shares (1) Shares (2)
---------- ----------
<S> <C> <C>
John J. Nevulis, M.D., 46, 2 2
of Gwynedd Valley, PA, has conducted a medical
practice in orthopedic surgery in the
Philadelphia area since 1977. He is the managing
partner of Norristown Orthopaedic Associates,
Inc. He is also president of Pennsylvania
Orthopedic Network, an independent practice
association of orthopedists. He is a Board
certified orthopedic surgeon and Fellow of the
American Academy of Orthopaedic Surgeons. Dr.
Nevulis served as Executive Vice President of the
Company from March, 1995 to November, 1996.
Saad Sakkal, M.D., 50, 1
of Greenville, PA, has been the Medical Director
of the Metabolic Care Center of Greenville since
1981 and of the Regional Diabetes Center in
Greenville, PA since 1991. He is certified by the
American Board in Medicine, Endocrinology and
Metabolism, and Geriatric Medicine. Since 1993 he
has been Secretary-Treasurer of Physicians
Independent Practice Association of Mercer
County.
Jay Anthony Townsend, M.D., 61, 1
of Newville, PA, has maintained a family
practice in Newville, PA since 1972. Dr.
Townsend is president of Carlisle Healthcare
Alternatives, Inc.
DIRECTORS CONTINUING IN OFFICE
TERM TO EXPIRE 1999
Gary C. Brown, M.D., 47, Chairman, 2(4) 5(4)
of Flourtown, PA, is a Professor of Ophthalmology
at Thomas Jefferson University School of Medicine
and has conducted a medical practice in
ophthalmology in the Philadelphia area since
1976. Dr. Brown, a Board certified
ophthalmologist, is the Director of the Retinal
Vascular Unit at Wills Eye Hospital and an
instructor at the American Academy of
Ophthalmology. Dr. Brown served as President of
the Company from March, 1995 to November, 1996.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
January 10, 1997
----------------
Class A Class B
Shares (1) Shares (2)
---------- ----------
<S> <C> <C>
Darlene Ann M. Dunay, D.O., 39, 1
of Old Forge, PA, since 1987 has maintained a solo
general practice in Old Forge specializing in
primary care. She is a diplomate of the National
Board of Medical Examiners and is Board certified
in family medical practice.
Edward W. Gerner, M.D., 56, 1 3
of Ardmore, PA, has conducted a medical practice
in ophthalmology and neuro-ophthalmology in
Philadelphia, Pennsylvania since 1976. He is a
Clinical Associate Professor for the Departments
of Ophthalmology and Neurology at Thomas Jefferson
University School of Medicine and Board Certified
in Neurology and Ophthalmology.
Lila Stein Kroser, M.D., 64, 1
of Philadelphia, PA, has conducted a family
medical practice in Philadelphia, PA since 1960.
She is a Clinical Associate Professor of Family
Medicine at Medical College of Pennsylvania.
Alice McCormick, D.O., 50 1
of Canadensis, PA, has been practicing medicine
since 1980. She has maintained a practice in
internal medicine in Greentown, PA with Mercy
Physician Network since July, 1995. She is a
diplomate of the National Board of Examiners for
Osteopathic Physicians and Surgeons.
Herbert C. Perlman, M.D., F.A.C.R., M.P.A., 60 1
of Carlisle, PA, has conducted a medical practice
in radiology in Carlisle, Pennsylvania since 1973.
He is a Board certified diagnostic radiologist.
Dr. Perlman is certified by the American Board of
Quality Assurance and Utilization Review
Physicians. He is a Clinical Associate Professor
of Radiology at Thomas Jefferson University School
of Medicine and, also, a Clinical Associate
Professor of Radiology at the Hershey Medical
Center, Pennsylvania State University. Dr. Perlman
is the President of CMS, Inc., a Carlisle
physician corporation. He is a Trustee of the
Pennsylvania Medical Society and is a member of
the Board of Directors of Penn Med, Inc., and of
Penn Med's subsidiary, Keystone Peer Review
Organization (KePRO).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
January 10, 1997
----------------
Class A Class B
Shares (1) Shares (2)
---------- ----------
<S> <C> <C>
Jay H. Shah, M.D., 50, 2 1
of Richboro, PA, maintains his family medical
practice in Richboro, Pennsylvania. Dr. Shah is
certified by the American Board of Family
Practice and by the American Board of Quality
Assurance and Utilization Review Physicians.
Dr. Shah served as Vice President-Medical
Affairs of the Company from April, 1995 to
November, 1996.
DIRECTORS CONTINUING IN OFFICE
TERM TO EXPIRE 1998
Gay D. Dunne, M.D., 56 1
of State College, PA, has conducted a medical
practice in dermatology since 1976. Dr. Dunne
is a member of the Executive Committee of the
American Academy of Dermatology Advisory Board
and the Executive Committee of the Pennsylvania
Academy of Dermatology.
Leonard P. Harman, D.O., 53, 1
of Philadelphia, PA, has conducted a family
medical practice in Philadelphia, Pennsylvania
since 1974. He is Board certified in family
practice by the American Osteopathic Board of
General Practice.
George R. Homa, D.O., 46, 1
of North Wales, PA, has conducted a family medical
practice in Bridgeport, Pennsylvania since 1979.
He is Board certified by the American College of
Osteopathic General Practitioners and a Clinical
Instructor of General Practice at the Philadelphia
College of Osteopathic Medicine.
Marvin T. Hunter, M.D., 55, 1 5
of Doylestown, PA, has conducted a medical
practice in Plastic Surgery in Bucks and
Montgomery counties since 1975. Dr. Hunter is a
Fellow of the International College of Surgeons
and is a diplomate of the American Board of Plastic
Surgery.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
January 10, 1997
----------------
Class A Class B
Shares (1) Shares (2)
---------- ----------
<S> <C> <C>
Mark A. Piasio, M.D., 41, 4
of Clearfield, PA, has been an orthopaedic surgeon
since 1989. He is a diplomate of the American
Board of Orthopaedic Surgery and the National
Board of Medical Examiners and is a fellow of the
American Academy of Orthopaedic Surgery and the
American College of Surgeons. He is President of
the Clearfield County Medical Society.
James G. Pitcavage, M.D., 63, 1
of Edgeworth, PA, has conducted a medical practice
in pediatrics since 1965. Dr. Pitcavage is a
member of the Board of Directors of Allegheny County
Medical Society and Chairman of Childrens Health
Network of Pittsburgh. He is also the Assistant
Clinical Instructor, Department of Pediatrics,
University of Pittsburgh Medical School.
Robert S. Pyatt, Jr., M.D., 46, 3(3) 4(3)
of Chambersburg, PA, has conducted a medical
practice in radiology since 1982. Since January,
1996 he has also served as Acting Medical Director
of Cumberland Valley Health Network, a
physician-hospital organization. He is a Board
certified radiologist and Fellow of the American
College of Radiology. He has been Medical Director
of the Radiology Department of Chambersburg
Hospital since 1982, and is currently
President-Elect of its Medical Staff. Dr. Pyatt is
also Clinical Professor of Radiology at the George
Washington University School of Medicine,
Washington D.C.
Milton D. Soiferman, D.O., 55, 1 3
of Wynnewood, PA, has conducted a medical practice
in Philadelphia, Pennsylvania since 1979. He is
certified in family practice by the American
Osteopathic Board of Family Practice. Dr.
Soiferman is a Fellow of the American College of
Legal Medicine and a diplomate of the American
Academy of Pain Management.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially
Owned as of
January 10, 1997
----------------
Class A Class B
Shares (1) Shares (2)
---------- ----------
<S> <C> <C>
DIRECTORS
TERM TO EXPIRE 1997
Michael J. Gallagher, M.D., 50, 1
of Scranton, PA, is a member of the Department of
Radiation Oncology of Mercy Hospital in Scranton,
PA. He is Board certified in therapeutic
radiology, medical oncology, internal medicine,
and anatomic pathology.
Alan A. Axelson, M.D., 56, 1
of Pittsburgh, PA, has been the Medical Director
of InterCare Psychiatric Services, Inc. since
1979.
Dennis P. DiRenzo, M.D., 43, 1
of Wyomissing, PA, has conducted a medical
practice in pediatrics since 1983. Dr. DiRenzo
is Board certified in pediatrics and is a Fellow
of the American Academy of Pediatrics.
All directors and officers as a group 32 26 2.4%
</TABLE>
(1) The percentage of Class A shares beneficially owned by any director or
by all directors and officers as a group was less than 1%.
(2) The percentage of Class B shares beneficially owned by any director was
less than 1%, except Dr. Brown held 1.4%, Dr. Hunter held 1.4%, and Dr. Pyatt
held 1.1%.
(3) Including shared voting and investment power as co-trustee as to 2
Class A shares and 4 Class B shares.
(4) In addition, he may be deemed to share indirectly the power to vote and
to invest 2 Class A shares and 5 Class B shares held by his spouse; however, he
disclaims beneficial ownership of such shares.
----------------------------
Dr. Brown has served as Chairman since March, 1995. All other
officers have served since November, 1996. Officers hold office until the
election and qualification of their successors, or their earlier resignation or
removal.
To the knowledge of management, no person beneficially owns
more than 10% of any class of the Company's securities. The Company has not
granted any options, warrants or rights to purchase any of its securities. The
directors of the Company may be regarded as the "parents" of the Company, as
that term is defined under the Securities Act of 1933.
The Board held five meetings during 1996. Except for Drs.
Perlman, Harman, Pitcavage, DiRenzo, McCormick, Gallagher, Sakkal and Kroser, no
director attended fewer than 75% of the aggregate of total meetings of the Board
and the total number of meetings held by all committees of the Board on which he
or she served.
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<PAGE>
The Board does not have a compensation committee. Drs.
Goldstein, Minehart and Shah are members of the Audit Committee of
the Board. The Audit Committee held one meeting in 1996. The
Audit Committee was established to review the Company's accounting
and financial reporting systems and internal financial controls.
In addition, the Committee recommends to the Board the engagement
of independent auditors and reviews the scope of their audit, their
fees, the results of their engagement, and the extent of their non-
audit services to the Company, if any.
Executive Compensation and Management Agreement
The following table shows the aggregate annual remuneration
from the Company and its subsidiaries of each of the three highest paid persons
who were officers or directors of the Company during 1996, and for all officers
and directors as a group. Each officer commenced employment in September, 1996.
Name and Principal Aggregate
Position Remuneration
------------------ ------------
Richard A. Felice, President $146,417
T. Clark Phillip, Treasurer $ 32,992
Wendy C. Bass, Secretary $ 25,683
All officers and directors as a group (27) $205,092(1)
- --------------------
(1) In addition, directors are reimbursed for reasonable travel expenses to
director and committee meetings.
Mr. Felice is employed under an Agreement ending September 2,
1997, at an annual salary of $200,000. The term automatically renews for
additional periods of one year, unless terminated by either party at least 60
days prior to the end of the term. The Agreement provides for an initial bonus
of $5,000 and reimbursement of moving expenses. Mr. Felice is entitled to an
annual bonus of up to 15% of base compensation, based on mutually agreed
performance criteria. These amounts are included in the compensation shown in
the above table. Mr. Felice is also entitled to one year's compensation if the
Company fails to renew the Agreement during the first five years. In the event
the Company is restructured so that Mr. Felice is no longer Chief Executive
Officer, or if he declines to accept such position under such circumstances, he
has the right to terminate the Agreement and receive severance of $400,000.
Under the Agreement he will not, for a period of one year after termination,
regardless of the cause of termination, compete with the Company in any
geographic area in
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<PAGE>
which the Company is then doing business, is licensed, or has a
license application pending.
In April, 1995 the Company engaged Infinity Management
Services, Inc. ("Infinity"), a subsidiary of Pennsylvania Medical Society
Liability Insurance Company ("PMSLIC"), to provide administrative and management
services to the Company. PMSLIC, which is owned by the Pennsylvania Medical
Society, writes medical professional liability insurance coverage in
Pennsylvania.
In March, 1996 the Company and Infinity entered into a new
agreement under which Infinity provides similar services until the Company
secures its managed care license to operate its business. Until the Company
engaged its management team in late 1996, Infinity managed the development and
implementation of the Company's business plan, including locating and
recommending appropriate third-party service providers. Infinity generally
oversaw the activities of the Company's consultants associated with developing
its applications for licenses and the design and development of its start-up
operations. Infinity was paid a fixed monthly retainer of $55,000, through
September, 1996. The Company elected the alternative of an hourly fee basis
beginning in October, 1996, and Infinity continues to provide limited
administrative services. During the term of the agreement, Infinity may not
provide similar services to any organization offering a managed care insurance
product in Pennsylvania. The Company has agreed not to solicit for employment
any personnel employed by Infinity during the term of the agreement and for one
year thereafter.
Infinity and PMSLIC are affiliates of the Pennsylvania Medical
Society. Herbert C. Perlman, M.D., a director of the Company, is a trustee of
the Pennsylvania Medical Society and a director of Penn-Med, Inc., the parent of
PMSLIC.
Financial Statements
For certain information concerning the Company, see the
financial statements and report of Deloitte & Touche, LLP, independent auditors,
included in the Annual Report accompanying this proxy statement. Such report is
not incorporated in this proxy statement and is not deemed to be a part of the
proxy soliciting material. Representatives of Deloitte & Touche, LLP are not
expected to be present at the meeting. The Company has not yet selected a
principal accountant for the current year.
Cost of Solicitation
The cost of solicitation of proxies from shareholders will be
borne by the Company. In addition to the use of mails, proxies may be solicited
by telephone by officers, directors and
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<PAGE>
employees of the Company who will not be specially compensated for
such services.
Other Matters
The Board of Directors is not aware of any matters not set
forth herein which may come before the meeting. If, however, any such matter
properly comes before the meeting, the persons named in the proxies will vote
the shares represented thereby in accordance with their judgment.
Deadline for Filing Shareholder Proposals for 1998 Annual Meeting.
The date by which proposals of shareholders intended to be
presented at the 1998 Annual Meeting must be received by the Company for
inclusion in the Company's 1998 Proxy Statement and Proxy relating to that
meeting is January 21, 1998.
By Order of the Board of
Directors
Wendy C. Bass, Secretary
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<PAGE>
EXHIBIT "A"
Definitions
As used in the Proxy Statement, the following terms shall have
the definitions indicated.
"Oral surgeon" shall mean a dentist who is Board certified or
eligible for Board certification by the American Board of Oral and Maxillofacial
Surgery.
"Qualified retirement plan" shall mean a retirement plan in
which a practicing physician (medical doctor or doctor of osteopathy),
podiatrist or oral surgeon either (a) "self directs" the investments in the
Plan; or (b) is a trustee of the Plan, and all other trustees are also
practicing physicians, podiatrists or oral surgeons, and the Plan holds Class A
shares equal to the number of trustees.
<PAGE>
PROXY
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
This Proxy is Being Solicited By The Board Of Directors
Annual Meeting of Class A Shareholders, June 21, 1997
The undersigned hereby appoints Gary C. Brown and Edward W. Gerner, and
each of them, Proxies for the undersigned with power of substitution, to vote as
designated below all the shares of the undersigned at the Annual Meeting of
Class A Shareholders of Pennsylvania Physician Healthcare Plan, Inc. to be held
at 777 East Park Drive, Harrisburg, PA on June 21, 1997, at 9:30 a.m., or any
adjournment thereof, all as more fully described in the Notice of Meeting and
Proxy Statement, receipt of which is hereby acknowledged.
1. Election Of The Following Nominees as Directors:
Larry E. Goldstein; Frank H. Guinn; Richard J. Minehart;
John J. Nevulis; Saad Sakkal; Jay Anthony Townsend
to serve until the 2000 annual meeting
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY [ ] FOR ALL NOMINEES EXCEPT
TO VOTE FOR ALL AS INDICATED BELOW
NOMINEES _______________________
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
(Please see other side)
<PAGE>
Receipt of the Annual Report of the Company for the year 1996 is hereby
acknowledged.
The undersigned revokes all proxies heretofore given with respect to
said meeting and approves all that the proxies or their substitutes shall do by
virtue hereof.
This Proxy, when properly executed, will be voted as directed herein,
but if no direction is given, this Proxy will be voted FOR All Nominees.
The undersigned, intending that the Company will rely thereon,
certifies that the undersigned is a Pennsylvania practicing physician (medical
doctor or doctor of osteopathy), podiatrist or oral surgeon, or a Qualified
Retirement Plan, and is voting only one Class A Share.
Dated:_________________________, 1997
------------------------------
Class A Shareholder
(Please sign exactly as your name
appears hereon. Executors,
administrators or trustees should
so indicate when signing.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
