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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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(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 SHAREHOLDERS
TO BE HELD FEBRUARY 3, 1999
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NOTICE IS HEREBY GIVEN that a Special Meeting of Class A 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 Wednesday,
February 3, 1999, at 2:00 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. For the holders of the Class A Shares to approve a reduction
in the amount of funds that must be retained by the Company
and used only after it is licensed in Pennsylvania as a health
maintenance organization; and
3. 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 January 9, 1999 and which was adjourned.
Only Class A Shareholders of record on October 3, 1998, are entitled to
notice of and 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, we have enclosed an
additional proxy card.
By Order of the Board of Directors
Krista G. Maddigan, Secretary
Harrisburg, Pennsylvania
January 26, 1999
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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 to be held February 3, 1999
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. to be held
at 651 East Park Drive, Harrisburg, Pennsylvania on February 3, 1999, at 2:00
p.m., or any adjournment or postponement thereof, all as more fully described in
the Notice of Special Meeting and 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
2. Approval of the retention by the Company of $5,000,000 of HMO Post-Licensure Funds:
/ / For approval of retention of / / Withhold authority to vote for approval / / Abstain
post-licensure funds in the of retention of post-licensure funds in the
specified amount specified amount
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(Please see other side)
3. 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 and FOR Approval of the retention by the Company of $5,000,000 of
HMO Post-Licensure Funds.
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_
______________________________________
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
