<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
MD Healthshares Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MD HEALTHSHARES CORPORATION
12021 BRICKSOME AVENUE
BATON ROUGE, LOUISIANA 70816
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
MD HEALTHSHARES CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of MD
HealthShares Corporation, a Louisiana corporation (the "Company"), will be held
on August 22, 1998 at 10:00 a.m., at The Hilton Hotel - Salon I, 5500 Hilton
Avenue, Baton Rouge, Louisiana 70808 and at any time or place provided with
respect to any adjournment or postponement thereof (the "Annual Meeting"), for
the purpose of electing four Class II directors of the Company, and to act upon
such other matters as may be properly brought before the Annual Meeting.
Only holders of record of the Company's Junior Preferred Voting Stock and
the holder of record of the Company's Class B Common Stock (collectively, the
"Shares") as of the close of business on July 14, 1998 will be entitled to
notice of and to vote at the Annual Meeting. The presence in person or by proxy
of twenty-five percent of the outstanding Shares is necessary to constitute a
quorum for the Annual Meeting.
ALL SHAREHOLDERS, WHETHER OR NOT THEY PLAN TO ATTEND THE ANNUAL MEETING,
ARE ASKED TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. YOUR PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE
ENCLOSED PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL
MEETING.
By Order of the Board of Directors,
/s/ William M. Roeling, M.D.
William R. Roeling, M.D.
Secretary
Baton Rouge, Louisiana
July 27, 1998
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING.
<PAGE>
MD HEALTHSHARES CORPORATION
12021 BRICKSOME AVENUE
BATON ROUGE, LOUISIANA 70816
____________________________________________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 22, 1998
The date of this Proxy Statement is July 27, 1998.
____________________________________________________
This Proxy Statement is being furnished to holders of the Junior Preferred
Voting Stock of the Company in connection with the solicitation of proxies from
such holders by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held on August 22, 1998 at 10:00 a.m., at The
Hilton Hotel - Salon I, 5500 Hilton Avenue, Baton Rouge, Louisiana 70808, and
any adjournment or postponement thereof.
VOTING RIGHTS
The Board of Directors has fixed July 14, 1998 as the record date ("Record
Date") for the determination of the shareholders of the Company entitled to
notice of and to vote at the Special Meeting. Accordingly, only holders of
record of Junior Preferred Voting Stock and the holder of record of Class B
Common Stock at the close of business on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. As of the close of business on the
Record Date, there were 2,154 shares of Junior Preferred Voting Stock
outstanding, each of which is entitled to one vote on the election of the four
Class II directors of the Company who are elected by the Junior Preferred Voting
Stock shareholders, and one share of Class B Common Stock outstanding, which is
entitled to elect the single Class II director of the Company who is elected by
the Class B Common Stock shareholder.
QUORUM AND VOTING
The presence at the Annual Meeting, in person or by proxy, of the holders
of 25% of the Company's outstanding voting securities will constitute a quorum
for the purposes of the Annual Meeting. The election of the four Class II
directors to be elected by the Junior Preferred Voting Stock shareholders will
be by plurality vote. Under Louisiana law, abstentions do not count in the
determination of voting results and have no effect on the vote.
PROXIES
All shares of Junior Preferred Voting Stock represented at the Annual
Meeting by properly executed proxies received prior to the vote at the Annual
Meeting, unless previously revoked, will be voted in accordance with the
instructions thereon. If no instructions are given, proxies will be voted FOR
the election of directors as recommended by the Board of Directors. No other
matters are presently scheduled to be presented at the Annual Meeting. However,
if such matters are presented, in the absence of instructions to the contrary,
the named proxies will vote the proxies in accordance with the judgment of the
named proxies with respect to any other such matter properly coming before the
Annual Meeting.
Any proxy may be revoked by the person giving it at any time before it is
voted. A proxy may be revoked by filing with the Secretary of the Company,
12021 Bricksome Avenue, Baton Rouge, Louisiana 70816, either a written notice
of revocation bearing a later date than the proxy or a subsequent proxy relating
to the same share of Junior Preferred Voting Stock, or by attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will not
in and of itself constitute revocation of a proxy).
EXPENSE OF SOLICITATION
Proxies are being solicited by and on behalf of the Board of Directors.
The Company will bear the costs of preparing and mailing the proxy materials to
the Company's shareholders in connection with the Annual Meeting. The Company
will solicit proxies by mail, and the Company's directors, officers, and
employees may also solicit proxies by telephone, telegram, or personal
interview. These persons will receive no additional compensation for these
services, but will be reimbursed for reasonable out-of-pocket expenses.
<PAGE>
ELECTION OF DIRECTORS
The Company's Bylaws provide that there shall be fifteen directors of the
Company, divided into three classes, denominated Class I, Class II and Class
III. A single class of directors is elected at each Annual Meeting, and the
members of a class of directors elected at an Annual Meeting are elected for
three-year terms. Each director class is composed of five directors, four of
whom are elected by the Company's Junior Preferred Voting Stock shareholders
(the "Class A Directors") and one of whom is elected by the holder of the single
authorized and outstanding share of the Company's Class B Common Stock, the
Louisiana State Medical Society ("LSMS") (the "Class B Director"). The Company
has been informed by the LSMS that it intends to elect Leo L. Lowentritt, M.D.
as the Class B Director for Class II of the Board of Directors at the Annual
Meeting.
The Company has been informed that R. Bruce Williams, M.D., a Class B
Director whose term expires in 2000, will resign as a Director effective at the
close of the Company's 1998 Annual Meeting and Lawrence L. Braud, M.D., the
Class B Director whose term expires at the Annual Meeting of Shareholders, will
be selected by the LSMS to fill the unexpired term of Dr. Williams.
Four Class A Directors of Class II are to be elected at the Annual Meeting
by the Junior Preferred Voting Stock shareholders to serve three-year terms or
until their respective successors have been elected and qualified. Of the four
current Class A directors of Class II of the Board of Directors, three are
seeking re-election to the Board. The nominees for election as Class A
Directors of Class II of the Board of Directors, and the continuing directors of
the Company, are listed below with certain biographical information.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE CLASS A DIRECTOR NOMINEES
BELOW.
NOMINEES FOR CLASS A DIRECTORS OF CLASS II OF THE BOARD OF DIRECTORS
J. MARK PROVENZA, M.D., 38, has not previously served as a director. Dr.
Provenza has practiced Gastroenterology in Shreveport, Louisiana, since 1990. A
graduate of LSU School of Medicine in Shreveport, Dr. Provenza completed a
residency program in Internal Medicine in 1987 and a fellowship in
Gastroenterology in 1990, both at LSU Medical Center in Shreveport. He is
board-certified in both specialties. He is a member of the Shreveport and
Louisiana State Medical societies, the American Gastroenterology Association,
and the American Society of Gastrointestinal Endoscopy.
CHARLES C. LEWIS, M.D., 55, has been a director since 1996. Dr. Lewis has
practiced Radiology for 29 years, and for the last 17 of those years in New
Iberia, Louisiana. A graduate of the LSU School of Medicine, Dr. Lewis is a
Diplomate of the American Board of Radiology, a member of the American College
of Radiology, and a member of the Radiology Society of North America. Dr. Lewis
was Chief of Staff at Dauterive Hospital, New Iberia, Louisiana in 1996, is
Chairman of the Credentials Committee of LSMS House of Delegates, and served as
the 9th District Councilor to the Board of Governors of the LSMS from 1990 to
1995.
WILLIAM R. ROELING, M.D., 68, has been a director since 1995. Dr. Roeling
has practiced Obstetrics and Gynecology in New Orleans, Louisiana for 35 years.
A graduate of LSU School of Medicine, Dr. Roeling has served as Chairman of the
Obstetrics/Gynecology Departments at Mercy Hospital (1970) and Lakeside Hospital
(1980-1981), as a clinical instructor at Tulane University Medical School (1961-
1993), and as President (1988-1989) and member of the Board of Trustees of
Lakeside Hospital (1985-1991). Dr. Roeling served as President of the Jefferson
Parish Medical Society in 1985, was on the Executive Committee of the JPMS from
1991 through 1996, and has been a member of the LSMS House of Delegates for over
25 years.
FREDERICK I. WHITE III, M.D., 38, has been a director since 1995. Dr.
White has practiced Cardiology in Shreveport, Louisiana since 1988. A 1982
graduate of the LSU School of Medicine--Shreveport, Dr. White is a Diplomate of
the American Board of Internal Medicine and the American Board of Cardiovascular
Diseases, and is a Fellow of the American College of Cardiology and the American
College of Chest Physicians. Dr. White has been a member of the Board of
Directors of the Shreveport Medical Society since 1992, and has served on a
number of committees of the Society and the LSMS. Dr. White is Vice-Chief of
Medicine at the Willis Knighton Medical Center.
-2-
<PAGE>
NOMINEE FOR CLASS B DIRECTOR OF CLASS II OF THE BOARD OF DIRECTORS
(TO BE ELECTED BY LSMS)
LEO LOWENTRITT, M.D., 58, has not previously served as a director. Dr.
Lowentritt has practiced Urology in Alexandria since 1971. A graduate of Tulane
School of Medicine, Dr. Lowentritt is the former president of the Rapides Parish
Medical Society and is the current president-elect of the Louisiana State
Medical Society. An assistant clinical professor of urology at Tulane, he is
the past Chairman of the Board of Central Louisiana Surgical Center in
Alexandria and Chairman of the Board of Directors of the Louisiana Regional
Physician Hospital Organization.
CONTINUING DIRECTORS
Class I Directors: Term Expires 2000
LAWRENCE L. BRAUD, M.D., a Class B Director, has been a director since
1995. Dr. Braud has practiced Otolaryngology--Head and Neck Surgery in Baton
Rouge, Louisiana for over 21 years. A graduate of the LSU School of Medicine,
Dr. Braud is a Fellow of the American College of Surgeons and the American
Academy of Otolaryngology and a Diplomate of the American Board of
Otolaryngology--Head and Neck Surgery. Dr. Braud is Immediate Past-President of
the LSMS, which he previously served as President (1996), President-Elect
(1995), Vice President (1994) and Chairman of the Board of Councilors (1989-93).
Dr. Braud served as President of the Louisiana Academy of Otolaryngology in
1994, and has been an Assistant Clinical Instructor at the LSU School of
Medicine since 1979.
RALPH W. COLPITTS, M.D., 46, a Class A Director, has been a director since
1997. Dr. Colpitts has practiced Plastic and Reconstructive Surgery in Lake
Charles, Louisiana for 15 years. A graduate of St. Louis University School of
Medicine, Dr. Colpitts is a Diplomate of the American Board of Plastic Surgery
and is a Fellow of the American Society of Plastic and Reconstructive Surgery.
Dr. Colpitts is Chief of Surgery at Columbia Hospital, Lake Charles, Louisiana,
and is a former President of the Calcasieu Parish Medical Society.
WALLACE H. DUNLAP, M.D., 61, a Class A Director, has been a director since
1997 and is President of the Company's subsidiary Patient's Choice, Inc. Dr.
Dunlap, a graduate of Kansas University Medical School, has practiced Pediatric
Medicine in Baton Rouge, Louisiana for 30 years. Dr. Dunlap is a Diplomate of
the American Board of Pediatrics and a Fellow of the American Academy of
Pediatrics. Dr. Dunlap is Secretary-Treasurer of the LSMS and has served as the
Chairman of the LSMS Council on Legislation and as President of the East Baton
Rouge Parish Medical Society.
MICHAEL S. ELLIS, M.D., 55, a Class A Director, has been a director since
1995. A graduate of LSU School of Medicine, Dr. Ellis has practiced
Otolaryngology--Head and Neck Surgery in New Orleans, Louisiana for 23 years.
Dr. Ellis is a clinical professor in the Department of Otolaryngology and Head
and Neck Surgery at the LSU School of Medicine in New Orleans. He is a Fellow
of the American College of Surgeons and the American Academy of Facial Plastic
and Reconstructive Surgery, and is a Diplomate of the American Board of
Otolaryngology--Head and Neck Surgery and the American Board of Cosmetic
Surgery. Dr. Ellis is President-Elect of the LSMS, President of the St. Bernard
Medical Society, an LSMS Alternate Delegate to the American Medical Association,
and has served as President of the Louisiana Academy of Otolaryngology--Head and
Neck Surgery, Chalmette General Hospital and De La Ronde Hospital.
DAVID R. RAINES, M.D., 56, a Class A Director, has been a director since
1997. A graduate of Hahnemann Medical College, Philadelphia, Pennsylvania, Dr.
Raines has practiced Gastroenterology in Monroe, Louisiana for 19 years. Dr.
Raines is a Diplomate of the American Board of Internal Medicine
(Gastroenterology) and a Fellow of the American Society of Internal Medicine,
the American College of Gastroenterology and the American Society of
Gastrointestinal Endoscopy.
Class III Directors: Term Expires 1999
BRIAN W. AMY, M.D., 45, a Class A Director, has been a director since 1997.
Dr. Amy has practiced Surgery in Abbeville, Louisiana for 12 years. A graduate
of the LSU School of Medicine, Dr. Amy is a Diplomate of the American Board of
Surgery and a Fellow of the American College of Surgeons. Dr. Amy has served as
Clinical Assistant Professor of Surgery at the L.S.U. School of Medicine and is
a member of the Board of Directors of University Hospital, Lafayette, Louisiana.
DANIEL G. DUPREE, M.D., 48, a Class A Director, has been a director since
1996. Dr. Dupree has practiced Dermatology in Lafayette, Louisiana for over 18
years. A graduate of the LSU School of Medicine, Dr. Dupree is a Diplomate of
the American Board of Dermatology and a Fellow of the American Academy of
Dermatology. Dr. Dupree is Immediate Past-President and has served as Vice
President and Secretary-Treasurer of the Lafayette
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<PAGE>
Parish Medical Society, served as Vice-Chairman of LAMPAC in 1994-95, was a
delegate to the 1995 LSMS meeting, and is an alternate delegate to Council on
Legislation of the LSMS.
MELANIE C. FIRMIN, M.D., 39, a Class A Director, is a Vice President of the
Company and has been a director since 1995. Dr. Firmin has practiced
Anesthesiology in Alexandria, Louisiana for 12 years. A graduate of the LSU
Medical Center--Shreveport, Dr. Firmin is a Fellow of the American Society of
Anesthesiology and a Diplomate of the American Board of Anesthesiology. She is
Past President of the Rapides Parish Medical Society, is on the Board of
Directors of the Central Louisiana Ambulatory Surgery Center and the Southfield
Care Center (a nursing home facility), and has served as a director of the
Rapides Regional Women's Hospital. Dr. Firmin is a member of the Board of
Directors of Rapides Bank & Trust, Alexandria, Louisiana.
JAY M. SHAMES, M.D., 61, a Class B Director, has been a director since
1995. Dr. Shames has practiced Internal Medicine and Pulmonology in New
Orleans, Louisiana since 1968. A 1961 graduate of Tulane University School of
Medicine, Dr. Shames is a Diplomate of the American Board of Internal Medicine
and the American Board of Pulmonary Diseases, is a Fellow of the American
College of Physicians and the American College of Chest Physicians, and is a
Member of the American Society of Internal Medicine and the American Thoracic
Society. Dr. Shames was President of the LSMS in 1994-1995, is on the Board of
Governors of Touro Infirmary, serves as a clinical professor at Tulane
University School of Medicine and the LSU School of Medicine, and served as the
President of the Orleans Parish Medical Society in 1984-85.
JAMES A. WHITE III, M.D., 57, a Class A Director, is President and Chairman
of the Company and has been a director since 1995. Dr. White, a graduate of
Tulane University School of Medicine, has practiced Otolaryngology--Head and
Neck Surgery in Alexandria, Louisiana for 25 years. Dr. White is a Fellow of
the American College of Surgeons, the American Academy of Otolaryngology, and
the American Academy of Otolaryngologic Allergy, and is a Diplomate of the
American Board of Otolaryngology--Head and Neck Surgery. Dr. White serves as a
clinical instructor of Otolaryngology at Tulane University School of Medicine.
Dr. White was President of the LSMS in 1993-94, and served two consecutive terms
as President of the Rapides Parish Medical Society in 1988 and 1989. Dr. White
has been President and a director of the Company since 1995. In 1992, Louisiana
Wine Partners, a Louisiana limited partnership of which Dr. White was the
general partner, filed a petition for relief under Chapter 7 of the United
States Bankruptcy Code.
COMMITTEES OF THE BOARD
The Company's Bylaws provide for an Executive Committee of the Board of
Directors, comprised of the Chairman of the Board, all other officers of the
Company who are directors, and two non-officer directors elected by the Board.
The Executive Committee has the authority to exercise all of the powers of the
Board of Directors between meetings of the Board, subject to the superior
authority of and ratification of its action by the Board of Directors. The
present members of the Executive Committee are Drs. Firmin, Hickman, Roeling,
James White and Jeff White. The Company has no audit, nominating or
compensation committees.
COMPENSATION OF DIRECTORS
Directors receive no compensation for serving on the Board of Directors
other than reimbursement of reasonable expenses in attending meetings of the
Board of Directors and committees thereof.
MEETINGS OF THE BOARD OF DIRECTORS
There were 15 meetings of the Board of Directors during the past fiscal
year. Dr. Colpitts and Dr. Coughran attended fewer than 75 percent of the
meetings.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the acting chief
executive officer of the Company during the last fiscal year (the Company had no
chief executive officer in 1995 or 1996).
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
NAME AND PRINCIPAL POSITION YEAR SALARY
---- ------
Thomas McCabe
Acting Chief Executive Officer 1997 $267,106
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares Junior Preferred Voting
Stock of the Company owned of record by each of the directors and nominees for
director, and by all directors and executive officers of the Company as a group:
Amount Percentage of
Title of Class Name and Address of Owner Owned Class*
-------------- --------------------------- ----- -------------
Junior Preferred Voting Stock Bryan W. Amy, M.D. 1
Lawrence L. Braud, M.D. 1
Ralph W. Colpitts, M.D. 1
Jimmy R. Coughran, M.D. 1
Wallace H. Dunlap, M.D. 1
Daniel G. Dupree, M.D. 1
Michael S. Ellis, M.D. 1
Melanie C. Firmin, M.D. 1
C. Clinton Lewis, M.D. 1
David R. Raines, Jr., M.D. 1
William M. Roeling, M.D. 1
Jay M. Shames, M.D. 1
F. Jeff White III, M.D. 1
James A. White III, M.D. 1
R. Bruce Williams, M.D. 1
All directors and executive
officers as a group 15
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* All amounts less than 1%
The following table sets forth the number of shares of the non-voting
securities of the Company owned of record by each of the directors and nominees
for director, and by all directors and executive officers as a group:
Amount Percentage of
Title of Class Name and Address of Owner Owned Class*
-------------- --------------------------- ----- -------------
Class A Non-Voting Common
Stock Bryan W. Amy, M.D. 500
Lawrence L. Braud, M.D. 500
Ralph W. Colpitts, M.D. 500
Jimmy R. Coughran, M.D. 500
Wallace H. Dunlap, M.D. 500
Daniel G. Dupree, M.D. 500
Michael S. Ellis, M.D. 500
Melanie C. Firmin, M.D. 500
C. Clinton Lewis, M.D. 500
David R. Raines, Jr., M.D. 500
William M. Roeling, M.D. 500
Jay M. Shames, M.D. 500
F. Jeff White III, M.D. 500
James A. White III, M.D. 500
R. Bruce Williams, M.D. 500
All directors and executive
officers as a group 7,500
- ----------------------------
* All amounts less than 1%.
-5-
<PAGE>
INDEPENDENT ACCOUNTANTS
The Board of Directors has reappointed Deloitte & Touche, LLP, as the
Company's independent accountants for 1998. Representatives of Deloitte &
Touche, LLP are expected to be present at the Annual Meeting, will have an
opportunity to make a statement if they wish to do so, and are expected to be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's proxy
material for the 1999 Annual Meeting of Shareholders must be received in the
executive office of the Company no later than March 20, 1999.
By Order of the Board of Directors:
/s/ James A. White III, M.D.
James A. White III, M.D.
Chairman of the Board
PLEASE COMPLETE, SIGN AND MAIL YOUR
PROXY CARD TODAY
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO RENE
ABADIE, ASSISTANT SECRETARY, MD HEALTHSHARES CORPORATION, 12021 BRICKSOME
AVENUE, BATON ROUGE, LOUISIANA 70816.
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<PAGE>
<TABLE>
<CAPTION>
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MANAGEMENT RECOMMENDS AND WILL VOTE FOR THE ELECTION OF THE FOLLOWING AS DIRECTORS (UNLESS OTHERWISE DIRECTED):
1. Election of Directors-Nominees are: J. Mark Provenza, M.D., Charles C. Lewis, M.D., William R. Roeling, M.D.,
Frederick J. White, III, M.D.
<S> <C> <C>
FOR ALL [X] WITHHOLD ALL [X] FOR ALL EXCEPT [X]
____________________________________________________________
(Except nominee(s) written above)
CHANGE OF ADDRESS AND
OR COMMENTS MARK HERE [X]
PLEASE DATE THIS PROXY AND SIGN YOUR NAME EXACTLY AS YOUR NAME APPEARS
HEREIN. IF THE STOCK IS HELD JOINTLY, ALL OTHERS MUST SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR IN ANOTHER
REPRESENTATION CAPACITY, PLEASE GIVE YOUR FULL TITLE.
Dated: ________________________________________________________, 1998
_____________________________________________________________________
| Signature of Stockholder
_____ | _____________________________________________________________________
Signature of Stockholder (if held jointly)
VOTES MUST BE INDICATED
PLEASE VOTE, SIGN AND DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE (X) IN BLACK OR BLUE INK. [X]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MD HEALTHSHARES CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 22, 1998
The undersigned stockholder of MD Healthshares Corporation ("Company")
hereby constitutes and appoints James A. White III, M.D., and Melanie C. Firmin,
M.D., and each of them (acting jointly or if only one be present, then by that
one alone) my proxies, with full power of substitution, to vote as directed
below all of the shares of junior preferred voting stock of the Company that I
would be entitled to vote at the annual meeting of stockholders of the Company
to be held on August 22, 1998, and at any and all adjournments thereof, as
follows:
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
M.D. HEALTHSHARES CORPORATION
P.O. BOX 11090
NEW YORK, N.Y. 10203-0090
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