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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 /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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
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(Name of Registrant as Specified in Its Charter)
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(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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2) Aggregate number 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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4) Proposed maximum aggregate value of transaction:
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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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
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[GRAPHIC OMITTED]
May 13, 1998
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, Pennsylvania on
Saturday, June 13, 1998, 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,
/S/ Gary C. Brown
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Gary C. Brown, M.D., Chairman
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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.
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PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
651 EAST PARK DRIVE
HARRISBURG, PENNSYLVANIA 17111
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NOTICE OF ANNUAL MEETING OF CLASS A SHAREHOLDERS
TO BE HELD JUNE 13, 1998
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NOTICE IS HEREBY GIVEN that 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, Pennsylvania on Saturday, June 13, 1998, at 9:30 a.m. for the
following purposes:
1. To elect seven 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.
Only Class A Shareholders of record on April 30, 1998, are entitled to
notice of and to vote at the annual meeting.
THE BOARD OF DIRECTORS HOPES THAT YOU WILL FIND IT CONVENIENT TO ATTEND
THE ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE ANNUAL MEETING. RETURNING YOUR PROXY DOES NOT DEPRIVE YOU OF
YOUR RIGHT TO ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
/S/ Wendy C. Bass
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Wendy C. Bass, Secretary
May 13, 1998
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PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
651 EAST PARK DRIVE
HARRISBURG, PENNSYLVANIA 17111
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 13, 1998
Approximate Date of Mailing:
May 13, 1998
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 to be held on Saturday, June 13, 1998, at 9:30 a.m., at the offices of
the Pennsylvania Medical Society, 777 East Park Drive, Harrisburg, Pennsylvania
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 at any time before it is exercised by the person giving it
by written notice to the Secretary of the Company.
Securities Entitled to Vote
Only Class A Shareholders of record on April 30, 1998, 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
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.
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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. Seven directors are to be elected at this annual meeting for three
year terms expiring at the annual meeting in 2001 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 hold office for the terms indicated
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 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.
Certain information is given below for each nominee for director and
for each director whose term of office either will continue after the Annual
Meeting or will expire at the meeting.
Nominees For Director
Term to Expire 2001
Gay D. Dunne, M.D., 57
of Bellefonte, Pennsylvania has conducted a medical practice in
dermatology since 1976 and is a Board certified dermatologist. Dr.
Dunne is a member of the Executive Committee of the Pennsylvania
Academy of Dermatology and the Membership and Manpower Committees of
the American Academy of Dermatology.
Leonard P. Harman, D.O., 54,
of Huntingdon Valley, Pennsylvania 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. He is also a member of the Company's Executive
Committee.
George R. Homa, D.O., 47,
of North Wales, Pennsylvania has conducted a family medical practice in
Bridgeport, Pennsylvania since 1979. He is Board certified in family
practice by the American College of Osteopathic General Practitioners
and a Clinical Instructor of General Practice at the Philadelphia
College of Osteopathic Medicine.
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Mark A. Piasio, M.D., 42,
of DuBois, Pennsylvania 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. He is also a
member of the Company's Executive Committee.
James G. Pitcavage, M.D., 64,
of Edgeworth, Pennsylvania has conducted a medical practice in
pediatrics since 1965. Dr. Pitcavage is on the Board of Trustees of VHS
(a merger of Sewickley Valley Hospital and the Medical Center, Beaver)
and Chairman of Children's Health Network (a physician-hospital
organization involving Children's Hospital of Pittsburgh and community
physicians). He is also Clinical Assistant Instructor in the Department
of Pediatrics, University of Pittsburgh Medical School.
Robert S. Pyatt, Jr., M.D., 46,
of Chambersburg, Pennsylvania has conducted a medical practice in
radiology since 1982. Since January, 1993 he has served as President of
Chambersburg Imaging Associates. 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,
of Wynnewood, Pennsylvania has conducted a family medical practice in
Philadelphia, Pennsylvania since 1979. He is Board 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. He is also a
member of the Company's Executive Committee.
Directors Continuing in Office
Term to Expire 2000
Larry E. Goldstein, M.D., 50
of Wynnewood, Pennsylvania has conducted a medical practice in urology
in Philadelphia, Pennsylvania and Turnersville, New Jersey since 1978.
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.
He is also a member of the Company's Executive Committee.
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Frank H. Guinn, D.O., 61
of Philadelphia, Pennsylvania has conducted an internal medicine
practice since 1980. Dr. Guinn is Board certified in internal medicine
by the American Association of Osteopathic Specialists. He is the
Corporate Medical Director of the Green Acres System.
Richard J. Minehart, M.D., 47, Vice Chairman,
of Lansdale, Pennsylvania has conducted a medical practice in general
surgery since 1983. Dr. Minehart is presently the Chairman of the
Medical executive committee and President of the Medical Staff at
North Penn Hospital. Dr. Minehart served as Treasurer of the Company
from March, 1995 to November, 1996. He is also a member of the
Company's Executive Committee.
John J. Nevulis, M.D., 47
of Gwynedd Valley, Pennsylvania has conducted a medical practice in
orthopaedic surgery in the Philadelphia area since 1977. He is the
managing partner of Norristown Orthopaedic Associates, Inc. He is also
President of Pennsylvania Orthopaedic Network, an independent practice
association of orthopaedists. He is a Board certified orthopaedic
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. He is also a member of the Company's Executive
Committee.
Saad Sakkal, M.D., 51
of Greenville, Pennsylvania has been the Medical Director of the
Metabolic Care Center of Greenville since 1981 and of the Regional
Diabetes Center in Greenville, Pennsylvania since 1991. He is Board
certified in medicine, endocrinology and metabolism, and geriatric
medicine. From 1993 until 1997, Dr. Sakkal was Secretary-Treasurer of
Physicians Independent Practice Association of Mercer County.
Jay Anthony Townsend, M.D., 61
of Carlisle, Pennsylvania has maintained a family practice in
Newville, Pennsylvania since 1972. Dr. Townsend is President of
Carlisle Healthcare Alternatives, Inc.
Directors Continuing in Office
Term to Expire 1999
Gary C. Brown, M.D., 48, Chairman,
of Flourtown, Pennsylvania has conducted a medical practice in
ophthalmology in the Philadelphia area since 1976. He is a Professor
of Ophthalmology at Thomas Jefferson University School of Medicine.
Dr. Brown is a Board certified ophthalmologist, 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. He is also a member of
the Company's Executive Committee.
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Darlene Ann M. Dunay, D.O., 40
of Old Forge, Pennsylvania has maintained a solo general practice
specializing in primary care since 1987. She is a diplomate of the
National Board of Medical Examiners and is Board certified in family
medical practice.
Edward W. Gerner, M.D., 57
of Ardmore, Pennsylvania 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. He is also
a member of the Company's Executive Committee.
Lila Stein Kroser, M.D., 65,
of Philadelphia, Pennsylvania has conducted a family medical practice
since 1960. She is a Clinical Associate Professor of Family Medicine
at Allegheny University of the Health Sciences MCP and Hahnemann
University.
Alice McCormick, D.O., 51
of Canadensis, Pennsylvania has conducted a medical practice in
internal medicine in Greentown, Pennsylvania with Mercy Physician
Network since July, 1995 and has been practicing medicine since 1980.
She is a diplomate of the National Board of Examiners.
Herbert C. Perlman, M.D., F.A.C.R., M.P.A., 61
of Carlisle, Pennsylvania conducted a medical practice in radiology
from 1973 to 1997. He is a Board certified diagnostic radiologist. 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 a member of the Board of Trustees of
Carlisle Hospital and Carlisle Hospital and Health Services. He is
Chairman of the Board of Alliance for Health PrimeSource. He is also a
member of the Company's Executive Committee.
Jay H. Shah, M.D., 53,
of Richboro, Pennsylvania maintains a family medical practice. He is
Board certified and also certified 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.
Other Executive Officers
Richard A. Felice, 43, President and Chief Executive Officer,
has been employed by the Company since September, 1996 and served as
President and Chief Executive Officer of the Company since November,
1996. From July 1994 to September 1996 he was President of Doctors
Health Plan, a Durham, North Carolina HMO. From 1993 to July 1994 he
was Senior Vice President of Wellmark Healthcare Services, Inc.,
Wellesley, Massachusetts. From 1985 to 1993, he served as Sales Manager
and Regional Vice President of U.S. Healthcare in Blue Bell,
Pennsylvania and Waltham, Massachusetts.
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T. Clark Phillip, 47, Treasurer and Chief Financial Officer,
has been employed by the Company since September, 1996 and served as
Treasurer, Chief Financial Officer and Assistant Secretary of the
Company since November, 1996. From February 1995 until he assumed his
present position he was Treasurer of Doctors Health Plan, Inc., a
Durham, North Carolina HMO. From November 1986 until February 1995, he
was Vice President, Finance of HMO Rhode Island, Inc.
Wendy C. Bass, 29, Secretary,
has been Director of Health Plan Development for the Company's
subsidiaries since September, 1996 and served as Secretary of the
Company since November, 1996. From June 1994 until she assumed her
present position she held managerial positions with Doctors Health
Plan, a Durham, North Carolina HMO. From June 1993 to June 1994, she
was an administrative resident with Coastal Healthcare Group, Inc.
Prior thereto, she obtained a Masters of Health Administration from
Medical College of Virginia.
Dr. Brown has served as Chairman since March, 1995. Dr. Minehart has
served as Vice Chairman since March, 1997. 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.
Security Ownership of Management and Certain Security Holders
The following table lists certain information with respect to the Class
A voting common stock and Class B non-voting common stock beneficially owned by
each of the three highest paid persons who are current officers of the Company
as of February 6, 1998, as well as the number of shares beneficially owned by
all officers and directors as a group on such date. This information has been
furnished by such persons.
Officers Class A Shares % Class B Shares %
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Richard A. Felice 0 0
651 East Park Drive
Harrisburg, PA 17111
T. Clark Phillip 0 0
651 East Park Drive
Harrisburg, PA 17111
Wendy C. Bass 0 0
651 East Park Drive
Harrisburg, PA 17111
All directors and officers as a group 28(1) 21(2)
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(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
or by all directors and officers as a group was less than 2%.
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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 three meetings during 1997. The following directors
attended fewer than 75% of the aggregate of Board meetings and meetings held by
all committees of the Board on which he or she served: Drs. Dunay, Dunne,
Goldstein, Harman, Kroser, McCormick, Perlman, Pitcavage, Pyatt, Sakkal, Shah,
Soiferman and Townsend.
The Board does not have a compensation committee or a nominating
committee. Drs. Goldstein, Minehart and Shah are members of the Audit Committee
of the Board. The Audit Committee held one meeting in 1997. 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
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 1997, and for all officers and
directors as a group. Each officer commenced employment in September, 1996.
Name and Principal Aggregate
Position Remuneration
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Richard A. Felice, President $251,079
T. Clark Phillip, Treasurer $122,292
Wendy C. Bass, Secretary $ 66,144
All officers and directors as a group $439,515(3)
Mr. Felice is employed under an agreement dated as of September 3,
1996, as amended as of September 2, 1997 (the "Agreement"), at an annual salary
of $235,000. After the initial contract term of one (1) year, the Agreement
automatically renews for additional periods of one year, unless terminated by
either party at least 60 days prior to the end of the then current term. The
Agreement provides for reimbursement of moving expenses and an annual bonus of
up to 20% of base compensation, based on mutually agreed performance criteria.
Mr. Felice is entitled to one year's compensation if the Company fails to renew
the Agreement during the first five
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(3) In addition, directors are reimbursed for reasonable travel expenses
to Board and committee meetings.
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years. In the event the Company is restructured so that Mr. Felice is no longer
Chief Executive Officer, or if he declines to accept the position offered
following such a restructuring or reorganization, he has the right to terminate
the Agreement and receive a severance payment of $400,000. Under the Agreement
he will not, for a period of one year after termination, regardless of the cause
of termination, engage in any conduct which is competitive with the Company in
any geographic area in which the Company is then doing business, is licensed, or
has a license application pending.
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 selected a principal
accountant for 1998.
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 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 1999 Annual Meeting.
The date by which proposals of shareholders intended to be presented at
the 1999 Annual Meeting must be received by the Company for inclusion in the
Company's 1999 Proxy Statement and Proxy relating to that meeting is January 13,
1999.
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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.
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PROXY
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
This Proxy is Being Solicited By The Board Of Directors
Annual Meeting of Class A Shareholders, June 13, 1998
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, Pennsylvania on June 13, 1998, 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 to serve as Directors until the 2001
annual meeting:
Gay D. Dunne, Leonard P. Harman, George R. Homa, Mark A. Piasio,
James G. Pitcavage, Robert S. Pyatt, Jr., and Milton D. Soiferman
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY [ ] FOR ALL NOMINEES
TO VOTE FOR ALL EXCEPT AS INDICATED
NOMINEES BELOW
________________________
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)
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Receipt of the Annual Report of the Company for the year 1997 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:____________________________, 1998
________________________________________
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
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