<PAGE>
SCHEDULE 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
MD HEALTHSHARES CORPORATION
3029 S. SHERWOOD FOREST BLVD., SUITE 200
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 May 15, 1999 at 10:00 a.m., at the Headquarters of MD HealthShares
Corporation, 3029 S. Sherwood Forest Blvd., Suite 200, Baton Rouge, Louisiana
70816 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 III 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 April 1, 1999 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 R. Roeling, M.D.
-----------------------------------
William R. Roeling, M.D.
Secretary
Baton Rouge, Louisiana
April 28, 1999
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
3029 S. SHERWOOD FOREST BLVD., SUITE 200
BATON ROUGE, LOUISIANA 70816
--------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 1999
The date of this Proxy Statement is April 28, 1999.
--------------------------------------
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 May 15, 1999 at 10:00 a.m., at the
Company's Headquarters, 3029 South Sherwood Forest Blvd., Suite 200, Baton
Rouge, Louisiana 70816, and any adjournment or postponement thereof.
VOTING RIGHTS
The Board of Directors has fixed April 1, 1999 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 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 2,142 shares of Junior
Preferred Voting Stock outstanding, each of which is entitled to one vote on the
election of the four Class III directors of the Company who are elected by the
Junior Preferred Voting Stock shareholders.
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 III
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, 3029
S. Sherwood Forest Blvd., Suite 200, 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
<PAGE>
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.
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 its representative later
this year as the Class B Director for Class III of the Board of Directors.
The Company has received the resignation of Ralph W. Colpitts, M.D., a
Class A Director whose term expires in 2000. In accordance with the Bylaws of
the Corporation, the Board of Directors will appoint a replacement to fill Dr.
Colpitts' unexpired term.
Four Class A Directors of Class III 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. All four of
the current Class A directors of Class III of the Board of Directors are seeking
re-election to the Board. The nominees for election as Class A Directors of
Class III 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 III OF THE BOARD OF DIRECTORS
BRIAN W. AMY, M.D., 46, 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., 49, 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 a former President, Vice President, and Secretary-
Treasurer of the Lafayette 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., 40, 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
a former 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.
2
<PAGE>
JAMES A. WHITE III, M.D., 58, a Class A Director, is Chairman of the Board of
Directors 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.
CONTINUING DIRECTORS
Class II Directors: Terms Expire 2001
J. MARK PROVENZA, M.D., 39, a Class A Director, 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., 56, a Class A Director, 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, and served as the 9th District Councilor to the Board of
Governors of the LSMS from 1990 to 1995, and is currently President-Elect of the
LSMS.
LEO L. LOWENTRITT, M.D., 59, a Class B Director, 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 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.
WILLIAM R. ROELING, M.D., 69, a Class A Director, 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 J. WHITE III, M.D., 39, a Class A Director, 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.
3
<PAGE>
Class I Directors: Term Expires 2000
LAWRENCE L. BRAUD, M.D., 57, 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 a former President., President-Elect (1995),
Vice President (1994) and Chairman of the Board of Councilors (1989-93) of the
LSMS. 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.
WALLACE H. DUNLAP, M.D., 62, 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., 56, 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 the Immediate Past-President 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., 57, 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.
COMMITTEES OF THE BOARD
The Board of Directors has established an Executive Committee, a Finance and
Audit Committee, an Executive Compensation Committee, and a Nominating
Committee.
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 authority
of the Board of Directors. The present members of the Executive Committee are
Drs. Firmin, Dunlap, Dupree, Roeling, James White and Jeff White. The Executive
Committee held one meeting in the past fiscal year.
The Finance and Audit Committee reviews the Company's financial statements
and annual audit and meets with the Company's independent public accountants to
review the Company's internal controls and financial management practices. The
current members of the Finance and Audit Committee are Drs. Amy, Lewis, Braud
and Jeff White. The Finance and Audit Committee held two meetings in the past
fiscal year.
The Executive Compensation Committee recommends to the Board of Directors
compensation for the Company's executive officers and performs such other
similar functions as may be prescribed by the Board of Directors. The current
members of the Executive Compensation Committee are Drs. Dupree, Braud and James
White. The Executive Compensation Committee did not meet in the past fiscal
year.
4
<PAGE>
The Nominating Committee recommends to the Board of Directors nominees for
election as Directors. The Nominating Committee will review any proposals for
nomination to the Board of Directors that are submitted by December 31 of the
year preceding the next Annual Meeting of Shareholders. The current members of
the Nominating Committee are Drs. Firmin, Dunlap, and Raines. The Nominating
Committee did not meet in the past fiscal year.
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 eight meetings of the Board of Directors during the past fiscal
year. Dr. Raines attended fewer than 75 percent of the meetings.
EXECUTIVE COMPENSATION
The following table sets forth information for each of the two fiscal years
in the two-year period ended December 31, 1998 concerning compensation awarded
to, earned by or paid to the Chief Executive Officer of the Company and the most
highly compensated executive officers of the Company whose aggregate
compensation exceeded $100,000. The company had no executive officers in the
fiscal year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------
Other Annual All Other
Year Salary ($) Bonus ($) Compensation Compensation
---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Patrick C. Powers
Chief Executive
Officer 1998 163,807(1) 40,000 64,549(2) 4,597(3)
Adam A. Short
Vice President of
Finance and Chief
Financial Officer 1998 97,282(4) 14,000 22,197(5) 1,588(6)
F. Dennis Irwin, M.D.
Vice President of
Medical Affairs 1998 195,058 9,000 5,753(7)
1997 87,346
John Bird(8)
Vice President of
Marketing 1998 116,929 9,606 3,014
</TABLE>
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(1) Mr. Power's employment by the Company began in February, 1998.
(2) Includes payment by Company of $32,771 as compensation for executive's
selling expenses on sale of former residence in connection with relocation
to Baton Rouge.
(3) Includes term life insurance premiums on policy payable to executive's
beneficiaries ($1,476) and the Company's contribution to executive's 401(k)
defined contribution plan ($3,121).
(4) Mr. Short's employment by the Company began in April, 1998.
(5) Includes moving allowance of $8,228 in connection with executive's
relocation to Baton Rouge.
(6) Includes term life insurance premiums on policy payable to executive's
beneficiaries ($137) and the Company's contribution to executive's 401(k)
defined contribution plan.
(7) Includes term life insurance premiums on policy payable to executive's
beneficiaries ($4,505) and the Company's contribution to executive's 401(k)
defined contribution plan.
(8) Mr. Bird resigned as an officer of the Company on June 18, 1998.
5
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Mr. Powers, Dr. Irwin and Mr.
Short, which provide for annual base salaries of $200,000, $180,000 and
$140,000, $120,000, respectively, and annual bonuses based on targets
established annually by the Company. Recently, the Board of Directors of the
Company, on the recommendation of the Compensation Committee, approved increases
in the base salaries of Mr. Powers, Dr. Irwin and Mr. Short, to $265,000,
$189,000, and $154,000, respectively. The Company has agreed to pay premiums
for health, disability and life insurance for the benefit of each of the
executive officers.
Under the employment agreements, the executives will receive restricted
stock grants of the Company's common stock upon satisfactory completion of
certain employment periods, as set forth in the table below:
Restricted Common Stock Grants (number of shares)
-------------------------------------------------
18 36 48 60
Months Months Months Months
------ ------ ------ ------
Patrick C. Powers 2,500 5,000 5,000 8,000
F. Dennis Irwin, M.D. 1,800 3,500 3,500 5,000
Adam A. Short 1,250 2,500 2,500 4,000
The restricted stock grants will vest over a three-year period, with one-
third of the shares vesting per year. However, the executives are entitled to
receive all dividends and other ownership privileges with respect to the
restricted common stock from the date of grant. In the event the Company is
sold, merged with or becomes part of another company, all the outstanding
restricted stock grants to Messrs. Powers and Short will immediately vest.
The employment agreements may be terminated by the Company and by any of the
executives at any time after notice. If there is a change in control of the
Board of Directors of the Company from physicians to another company, Mr. Powers
may resign his position and receive a payment equal to six months base salary as
a severance payment; if there is such a change in the control of the Board of
Directors or Mr. Powers is replaced as Chief Executive Officer, Mr. Short may
resign his position and receive a payment equal to six months base salary as a
severance payment. Each of Mr. Powers and Mr. Short is entitled to receive a
severance payment equal to six months base salary in the event his employment is
terminated by the Company without "cause," as defined in the employment
agreements, during the first two years of employment; nine months base salary
during the third year of employment; and twelve months base salary during the
fourth and subsequent years of employment. Dr. Irwin is entitled to receive a
severance payment equal to six months base salary in the event of termination
without cause. Upon any termination of employment, each of the executives will
be required to sell to the Company all shares of restricted stock which have
become vested at the greater of book and market value, and all unvested
restricted stock grants will be cancelled.
6
<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
Title of Class Name of Owner Owned of Class*
-------------- ------------- ----- ----------
Junior Preferred Voting Stock Bryan W. Amy, M.D. 1
Lawrence L. Braud, 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
Leo L. Lowentritt, 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
All directors and executive
officers as a group 13
- ------------------------
* 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
Title of Class Name of Owner Owned of Class*
-------------- ------------- ----- ----------
Class A Non-Voting Bryan W. Amy, M.D. 500
Common Stock Lawrence L. Braud, 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
Leo L. Lowentritt, 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
All directors and executive
officers as a group 6,500
- ------------------------
* All amounts less than 1%.
7
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INDEPENDENT ACCOUNTANTS
The Board of Directors has reappointed Deloitte & Touche, LLP, as the
Company's independent accountants for 1999. 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 2000 Annual Meeting of Shareholders must be received in the
executive office of the Company no later than December 15, 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, 3029 S. Sherwood
Forest Blvd., Suite 200 , Baton Rouge, Louisiana 70816.
8
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT RECOMMENDS AND WILL VOTE FOR THE ELECTION OF THE FOLLOWING AS DIRECTORS (UNLESS OTHERWISE DIRECTED):
1. Election of Directors-Nominees are: Brian W. Amy, M.D., Daniel G. Dupree, M.D., Melanie C. Firmin, M.D.,
James A. White, III, M.D.
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
OWNERS MUST SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN OR IN ANOTHER
REPRESENTATIVE CAPACITY, PLEASE GIVE YOUR FULL TITLE.
DATED: ____________________________________________, 1999
_________________________________________________________
SIGNATURE OF STOCKHOLDER
| _________________________________________________________
______| SIGNATURE OF STOCKHOLDER (IF HELD JOINTLY)
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [_]
PLEASE VOTE, SIGN AND DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 MAY 15, 1999
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 May 15, 1999, 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
