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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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
/ / Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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:(1)
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / 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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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
651 EAST PARK DRIVE
HARRISBURG, PENNSYLVANIA 17111
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NOTICE OF SPECIAL MEETING OF CLASS A AND CLASS B SHAREHOLDERS
TO BE HELD JUNE 3, 1999
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NOTICE IS HEREBY GIVEN that a Special Meeting of Class A and Class B
Shareholders of Pennsylvania Physician Healthcare Plan, Inc. (the "Company")
will be held at the offices of the Company, 651 East Park Drive, Harrisburg, PA
on Thursday, June 3, 1999, at 12:30 p.m. for the following purposes:
1. For the holders of the Class A Shares to approve amendments to
Section 3.5 and Section 10.1 of the Company's bylaws which
will change the percentage shareholder vote required to (a)
authorize the sale of the Company and (b) further amend
Section 3.5 of the bylaws;
2. To consider and transact such other business as may properly
come before the meeting.
The Special Meeting is a continuation of the Special Meeting of
Shareholders held on February 3, 1999 which was adjourned.
Only Class A Shareholders of record on October 3, 1998 are entitled to
vote at the Special Meeting.
We would like to remind you that whether or not you plan to attend the
Special Meeting, you should sign, date and return your proxy cards. For those
shareholders who have not yet completed and mailed the proxy cards sent with the
Proxy Statement and the Supplement to the Proxy Statement, please do so
immediately. If you have lost or are unable to locate your proxy card, please
contact Krista Maddigan at 1-800-671-7747.
By Order of the Board of Directors
/s/ Krista G. Maddigan
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Krista G. Maddigan, Secretary
Harrisburg, Pennsylvania
May 27, 1999
