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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __ )
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Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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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 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.
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Pennsylvania Physicians Care
Gary C. Brown, M.D., MBA
Chairman of the Board
Memorandum
To: Shareholders
Re: URGENT REQUEST
Date: February 11, 1999
This memo is being sent to you because we either still have not received your
ballot concerning the amendment to the bylaws or you abstained or voted no.
Every vote is needed. This question requires a 90% affirmative response of all
shareholders. 22% of shareholders have still not voted.
As of today, over 93% 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.
Richard Felice, our President & CEO, and I have spoken to many physicians over
the last few weeks concerning the lowering of the 90% rule. One consistent
question is, "Why the change in 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 in any issue concerning the
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.
If we truly want to control our destiny in the future, we need to have a voting
structure that does not put an inordinate amount of power in the hands of so
few. The success of our company depends on our working together.
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I have also been asked, "Are we planning to sell the company?" The answer is a
resounding no. Change of ownership can include many scenarios. If we wanted to
buy or merge with another organization, there is often a third company formed
and the interests of the two organizations are merged into the new entity. Even
if we have the controlling interest, this would trigger the need for a 90% vote.
As you can see by the difficulty that we are having getting busy physicians to
return their ballots, this is not an easy task. You can imagine how much more
difficult it will be to get responses if we sell additional shares. We need this
bylaw change to have critical flexibility in a rapidly changing health care
environment.
I would once again remind you that this company was formed to give physicians a
voice in health care. If you do not vote, you have no voice. We have come much
further than many thought possible. As we begin this year, we have passed our
membership goals and now provide care for almost 14,000 members. We are also
busy at work on expansion plans.
We must position ourselves for success. Please join the overwhelming majority of
your peers who have already mailed in their ballots with an affirmative vote.
The board feels that this question is critical to our future. We will continue
this effort until we reach our goal. Please take the time to respond.
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.
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PROXY
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
This Proxy is Being Solicited by the Board of Directors
in connection with a Special Meeting of
Class A Shareholders held February 3, 1999, as adjourned
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 Special Meeting of
Class A shareholders of Pennsylvania Physician Healthcare Plan, Inc., as
adjourned from February 3, 1999, to be held at 651 East Park Drive, Harrisburg,
Pennsylvania at a date to be determined and of which you will receive notice, or
any adjournment or postponement thereof, all as more fully described in the
Proxy Statement, receipt of which is hereby acknowledged.
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1. Approval of Amendments to Sections 3.5 and 10.1 of the Bylaws:
/ / For adoption of the Amendments to / / Withhold authority to vote for adoption / / Abstain
the Bylaws of the Amendments to the Bylaws
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(Please see other side)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned 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 Adoption of the Amendment
of the Bylaws.
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: _________________________, 199_
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Signature of Shareholder
______________________________________
Signature of Shareholder
(Please sign exactly as your name
appears hereon. Executors,
administrators or trustees should so
indicate when signing. If Shares are
held by more than one person, all must
sign.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
