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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 Rule 14a-11(c) or Rule 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)(4) 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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(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
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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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Pennsylvania Physicians Care
Gary C. Brown, M.D., MBA
Chairman of the Board
Memorandum
To: Shareholders
Re: URGENT REQUEST
Date: March 23, 1999
This is the sixth time we have mailed you a request to return your ballot. We
have still not received your ballot concerning the amendment to the bylaws.
Every vote is needed. This question requires a 90% affirmative response of all
shareholders. 10% of shareholders have still not voted.
As of today, over 95% of your fellow physicians who have returned their ballots
have voted yes. This includes many that have changed their vote to yes from a
previous negative or abstention vote. We urgently need you to respond and vote
in favor of the amendment to the Bylaws.
I urge you to call Richard Felice, our President & CEO, to discuss any concerns
you may have about the issue. I would once again stress that this amendment does
not represent a departure from our original philosophy. When we first set up
this organization, each physician was entitled to a single vote regardless of
the number of shares they held. Under the recent recapitalization, votes are now
one per share. It is now theoretically possible for a single shareholder or a
small group to gain 10% of the votes. This would effectively allow this person
or group to control the destiny of the Company on any issue concerning its
ownership structure.
The proposal lowers the threshold vote to approve a major corporate
restructuring to two-thirds (2/3) of all outstanding shares - still a formidable
requirement. Any such proposal would have to be favored by a large majority of
shareholders to be adopted, yet the will of this large majority could not then
be frustrated by a small minority. We chose 2/3 because it is a high number but
still attainable. Virtually no public company ever gets a 90% response to
anything.
Our numerous requests to you are another prime reason why we must change the
number from 90%. There are many physicians who are too busy to review proxies
from companies that they own, and we have unfortunately been placed
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in that pile. The real concern is that the current bylaws place all of the
physician shareholders at jeopardy if there were an instance when we needed to
get a 90% affirmative response.
We urge you to take a few seconds to mark and return your ballot.
You spent at least $5,000 to give physicians a voice in health care. If you do
not vote, you have no voice. Too many of your fellow physicians have responded
to stop now. Our plan continues to grow and your support is critical to maintain
our course.
Please take the time to respond. If you have any questions concerning your
eligibility to vote, please contact the Company.
If you have any questions or would like to discuss this effort, please call
Richard Felice at his direct line, 717-565-7400. Together our Company can make a
difference. As Benjamin Franklin said, "if we do not hang together, most
assuredly we will all hang separately."
Please execute and mail your enclosed proxy card promptly.
