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PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois 60611
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NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 18, 1996
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To: The Participation Certificate Holders of
Plan Investment Fund, Inc.
The Annual Meeting of Participation Certificate holders of Plan
Investment Fund, Inc. (the "Company") will be held on April 18, 1996, at
11:00 a.m. CST at the O'Hare Hilton Hotel, Chicago, IL, for the following
purposes:
(1) To elect ten (10) Trustees; each Trustee elected will hold office until
the next annual meeting of Participation Certificate holders or until his
successor is duly elected and qualified;
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
certified public accountants for the Company for the fiscal year ending
December 31, 1996; and
(3) To transact such other business as may properly come before the
meeting.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each Participation Certificate holder is invited to
attend the Annual Meeting of Participation Certificate holders in person. If
a quorum is not present at the annual meeting, the Company reserves the
right to adjourn the meeting.
Participation Certificate holders of record at the close of business on
February 29, 1996, have the right to vote at the meeting.
Whether or not you now expect to be present at the meeting, we urge
you to complete, date, sign and return the enclosed proxy by April 8, 1996
in the enclosed envelope in order that the meeting may be held and a
maximum number of Participation Certificates may be voted.
March 18, 1996 Burton X. Rosenberg
Secretary
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PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois 60611
PROXY SOLICITATION ON BEHALF OF THE BOARD OF TRUSTEES FOR
ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 18, 1996
The undersigned Participation Certificate ("PC") holder of Plan Investment
Fund, Inc. does hereby appoint Philip A. Goss and David M. Murdoch, or
either of them, as attorneys and proxies of the undersigned, with full power
of substitution, to attend the Annual Meeting of Participation Certificate
holders to be held on April 18, 1996, at the O'Hare Hilton Hotel, Chicago,
IL at 11:00 a.m. CST and at all adjournments thereof, and thereat to vote
the PCs held in the name of the undersigned on the record date for said
meeting on the matters listed below, all of which have been proposed by
Plan Investment Fund, Inc.
1. Election of Ten Trustees
Instructions: To vote for individual nominees, place an "X" on the line next
to each such nominee, up to a total of ten individual nominees. Unless the
authority to vote for a nominee is withheld or unless otherwise specified,
authority is deemed granted to vote for the election of such nominee.
Withhold
Vote Authority
Name of Management Nominee For to Vote
All of the nominees listed below ---- ----
or individually
Albert F. Antonini ---- ----
Philip A. Goss ---- ----
Gene Holcomb ---- ----
Steven L. Hooker ---- ----
William M. Lowry ---- ----
David M. Murdoch ---- ----
Ralph S. Rhoades ---- ----
Donald P. Sacco ---- ----
Thomas J. Ward ---- ----
Sherman M. Wolff ---- ----
Name of additional nominee(s)
----------------------------- ----
----------------------------- ----
----------------------------- ----
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2. Ratification of Selection of Independent Certified Public
Accountants
Ratify selection of Coopers & Lybrand L.L.P. as independent certified
public accountants for the fiscal year ending December 31, 1996.
(Accountants) ---- FOR ---- AGAINST ---- ABSTAIN
3. Other Business
Recommendations of management with respect to such other business
properly brought before the Meeting (or any adjournment(s) thereof).
(Other Business) ---- FOR ---- AGAINST ---- ABSTAIN
The PCs represented by this Proxy shall be voted as instructed,
provided that if no instruction is given for a particular matter, this
Proxy confers authority to vote -
(a) For the election of the Nominating Committee's slate of Trustees
set forth in paragraph 1 above;
(b) For Ratification of Accountants set forth in paragraph 2 above; and
(c) For the recommendations of management with respect to such
other business properly brought before the Meeting (or any adjournment(s)
thereof).
Dated : , 1996
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(Signature)
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(Title)
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN
INSTRUCTIONS FOR INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY C/O
PFPC Inc., P. O. BOX 8950, WILMINGTON, DELAWARE, 19885-9628.
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PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois 60611
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PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Plan Investment Fund, Inc. (the
"Company") for use at the Annual Meeting of Participation Certificate
holders to be held on April 18, 1996, at 11:00 a.m. CST at the O'Hare
Hilton Hotel, Chicago, IL (such meeting, including any adjournment
thereof, is referred to as the "Meeting"). The Company will bear all proxy
solicitation costs. Any Participation Certificate ("PC") holder giving a
proxy may revoke it at any time before it is exercised by submitting to the
Company a written notice of revocation or a subsequently executed proxy
or by attending the Meeting and electing to vote in person. This Proxy
Statement and the enclosed proxy are expected to be distributed to PC
holders on or about March 18, 1996.
The Company currently offers three portfolios - the Government/REPO
Portfolio, the Money Market Portfolio and the Short-Term Portfolio. Only
PC holders of record at the close of business on February 29, 1996, will be
entitled to vote at the Meeting. On that date the following number of PCs
of the Company were outstanding and entitled to be voted at the Meeting:
64,246,931.21 Government/REPO Portfolio PCs, 675,463,452.22 Money
Market Portfolio PCs and 7,767,143.428 Short-Term Portfolio PCs. Each
PC is entitled to one vote. Cumulative voting is not permitted.
Each PC holder of record on the record date shall be entitled to cast one
vote for each PC and a pro rata vote for each fractional PC outstanding in
its name as of the record date on each matter to be voted upon at the
Meeting. The approval of a majority of the issued and outstanding PCs
affected by the matter to be voted upon shall be required for approval of
such matter. The PC holders entitled to cast a vote with respect to at least
a majority of the Company's issued and outstanding PCs, present in person
or by proxy, shall constitute a quorum at the Meeting. Abstentions and
broker non-votes shall be counted for purposes of determining the presence
or absence of a quorum for the transaction of business. Members of the
Board of Trustees shall be elected by written ballots, each of which shall be
signed by the PC holder or its proxy and specifying the number of PCs
voted with respect to such election.
The Company's Annual Report for its Government/REPO, Money Market
and Short-Term Portfolios, containing financial statements for the year
ended December 31, 1995, has been mailed to PC holders and is not to be
regarded as proxy solicitation material. To receive a free copy of this
report, call PFPC Inc. at (800) 441-7764.
If you do not expect to be present at the Meeting and wish your PCs to be
voted, please date and sign the enclosed proxy and mail it in the enclosed
reply envelope addressed to the Company, c/o PFPC Inc., P.O. Box 8950,
Wilmington, Delaware 19885-9628.
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ELECTION OF TRUSTEES
Ten Trustees, constituting the entire Board of Trustees, are to be elected at
the Meeting. Each Trustee so elected will hold office until the next Annual
Meeting of PC holders and until his successor is elected and qualified, or
until his term as a Trustee is terminated as provided in the Company's
Bylaws. The persons named as proxies in the accompanying proxy have
been designated by the Board of Trustees and, unless contrary instructions
are given, intend to vote for the nominees named below.
All PCs represented by valid proxies will be voted in the election of
Trustees for each nominee named below unless authority to vote for a
particular nominee is withheld. Should any nominee withdraw from the
election or otherwise be unable to serve, the named proxies will vote for
the election of such substitute as the Board of Trustees may recommend
unless a decision is made to reduce the number of Trustees serving on the
Board. The election of Trustees must be approved by a majority of the
outstanding PCs of the Company. The following table sets forth certain
information about the nominees:
Name, Position & Prior Five Years
Length of Service Age Business Experience
- ----------------- --- -------------------
Albert F. Antonini 65 1991 to Present, President and Chief
Trustee since 1991 Executive Officer, Blue Cross and
Executive Trustee Blue Shield of Central New
since 1992 (1) York, Inc. Mr. Antonini
also serves as a director of
Chase Manhattan Bank - Central New York
Advisory Board, HMO - CNY Inc., BCBS
Associates and The Caring Program for
Children Foundation.
Philip A. Goss 37 January 1994 to Present, President and
Trustee since 1994 Chief Executive Officer, Health Plans
President since 1994 Capital Services Corp.; February 1992 to
December 1993, Vice President and Chief
Operating Officer, Health Plans Capital
Services Corp.; prior to February 1992,
Controller, Health Plans Capital Services
Corp.
Gene Holcomb 52 January 1996 to Present, President, Blue
Cross and Blue Shield of Tennessee; April
1994 to Present, President and Chief
Executive Officer, Blue Cross and Blue
Shield of Memphis; 1992 to April 1994,
Executive Vice President, Administration
and Chief Financial Officer, Blue Cross
and Blue Shield of Memphis.
Steven L. Hooker 41 April 1993 to Present, Senior Vice
Trustee since 1994 (2) President, Finance and Treasurer,Blue
Cross and Blue Shield of Oregon; April
1993 to Present, President, Oregon
Pacific States Insurance Company; 1991 to
March 1993, Vice President, Finance and
Treasurer, Blue Cross and Blue Shield of
Oregon Mr. Hooker also serves as a
director of Oregon Pacific States
Insurance Company and Associated
Administrators Inc.
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Name, Position & Prior Five Years
Length of Service Age Business Experience
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William M. Lowry 59 May 1994 to Present,President and Chief
Trustee since 1990 (1) Executive Officer, Blue Cross of Western
Pennsylvania; June 1993 to April 1994,
President and Chief Operating Officer,
Blue Cross of Western Pennsylvania; July
1992 to May 1993, Executive Vice
President, Blue Cross Business Group, Blue
Cross of Western Pennsylvania; 1991 to
June 1992, Executive Vice President and
Treasurer, Blue Cross of Western
Pennsylvania. Mr. Lowry also serves as a
director of numerous wholly owned
subsidiaries of Blue Cross of Western
Pennsylvania.
David M. Murdoch 60 June 15, 1995 to Present, Executive Vice
Trustee since 1987 President, Franchise Operations, Chief
Treasurer since 1994 (1) Financial Officer and Treasurer, Blue
Cross and Blue Shield Association; July
1993 to June 15, 1995, Senior Vice
President, Licensing, Finance and
Operations, Blue Cross and Blue Shield
Association; February 1992 to June 1993,
Senior Vice President, Business Support
and Strategy, Blue Cross and Blue Shield
Association; 1991 through December 1993,
President and Chief Executive Officer,
Health Plans Capital Services Corp. Mr.
Murdoch also serves as a director of
Health Plans Capital Services Corp. and
Ravenswood Health Care Medical Center.
Ralph S. Rhoades 69 January 1995 to Present, Vice Chairman
Trustee since 1994 and Chief Executive Officer, Blue Cross
and Blue Shield of Oklahoma; prior to
January 1995, President and Chief
Executive Officer, Blue Cross and Blue
Shield of Oklahoma.
Donald P. Sacco 50 1991 to Present, President and Chief
Trustee since 1990 Executive Officer, Pierce County Medical
Bureau. Mr. Sacco also serves as a
director of Summit Bancorp.
Thomas J. Ward 58 January 1992 to President, President and
Trustee since 1993 Chief Executive Officer, Blue Cross of
Northeastern Pennsylvania; Prior to
January 1992, President, Blue Cross of
Northeastern Pennsylvania.
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Name, Position & Prior Five Years
Length of Service Age Business Experience
- ----------------- --- -------------------
Sherman M. Wolff 55 November 1991 to Present, Senior Vice
Trustee since 1993 (2) President and Chief Financial Officer,
Health Care Service Corporation; Prior to
November 1991, Principal, William M.
Mercer Incorporated. Mr. Wolff also
serves as a director of Metropolitan
Chicago Leadership Council.
* May be deemed an "Interested Person", as defined in the Investment
Company Act of 1940, because he is an officer or Director of the
Company's administrator, Health Plans Capital Services Corp.
(1) Member of the Nominating Committee
(2) Member of the Short-Term Portfolio Code of Ethics Committee
On December 31, 1991, one of the Company's Trustees, William M.
Lowry, entered into a Consent to Order issued by the Office of Thrift
Supervision ("OTS") in connection with his service on the Board of
Directors of a savings and loan association. The Order prohibits Mr.
Lowry from participating in any manner, without the prior written approval
of the OTS, in the conduct of the affairs of financial institutions insured
under the Federal Deposit Insurance Act.
The Board of Trustees met four times during the Company's last fiscal
year. Trustees Rhoades, Sacco and Wolff attended less than 75% of the
fiscal year meetings of the Board of Trustees held during the period they
were Trustees. As individuals, the Trustees cannot directly own PCs of the
Company; however, all of the Trustee nominees are officers or employees
of corporations that are eligible to own PCs and may be deemed to exercise
voting and investment power in that capacity. As of February 29, 1996,
these Trustee nominees' employers owned or controlled the following:
Government/REPO Money Market Short-Term
Trustee Portfolio PCs Portfolio PCs Portfolio PCs
------- ------------- ------------- -------------
Albert F. Antonini 10,324,684.94 21,504,602.36 0.000
Philip A. Goss 10,427,372.79 12,096,340.31 174,412.331
Gene Holcomb 0.00 5,000,000.00 291,545.697
Steven L. Hooker 7,500,000.00 5,525,000.00 0.000
William M. Lowry 0.00 112,289,579.83 0.000
David M. Murdoch 29,000,000.00 48,367,972.70 654,582.124
Ralph S. Rhoades 0.00 7,243,661.48 1,235,245.995
Donald P. Sacco 0.00 39,768.05 739,344.367
Thomas J. Ward 0.00 18,133,011.34 0.000
Sherman M. Wolff 0.00 53,811,593.56 1,406,103.083
The Company pays Trustees who are not employed by Blue Cross and/or
Blue Shield Plans, subsidiaries or affiliates $500 for each Trustee meeting
physically attended by Trustees and $150 for meetings held by telephone.
All Trustees and officers receive reimbursement for out-of-pocket
expenses. Trustees employed by Blue Cross and/or Blue Shield Plans,
subsidiaries or affiliates and officers of the Company are not paid for
attending meetings. Officers of the Company receive no compensation
from the Company for performing the duties of their offices.
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Trustees who may be deemed Interested Persons are also Directors of
Health Plans Capital Services Corp. ("CSC"), 676 St Clair Street, Chicago,
IL, 60611. CSC has been retained to act as administrator for the
Company. For the services provided and expenses assumed by CSC as
administrator, CSC is entitled to receive a fee, computed daily and payable
monthly, at a rate equal to .05% of each Portfolio's average annual net
assets. For the fiscal year ended December 31, 1995, CSC was paid
$10,860 and voluntarily waived $3,912 of the fee payable for its services as
administrator for the Government/REPO Portfolio. For the fiscal year
ended December 31, 1995, CSC was paid $302,146 and voluntarily waived
$10,476 of the fee payable for its services as administrator for the Money
Market Portfolio. For the fiscal year ended December 31, 1995, CSC was
paid $42,618 and voluntarily waived $7,011 for its services as
administrator for the Short-Term Portfolio. As of February 29, 1996, CSC
had earned $4,437, after voluntary fee waivers, as administrator for the
Government/REPO Portfolio, $54,128, after voluntary fee waivers, as
administrator for the Money Market Portfolio and $4,610, after voluntarily
fee waivers, as administrator for the Short-Term Portfolio in 1996.
The Company has no standing Audit or Compensation Committee. The
Company's Nominating Committee, which was established December 10,
1987, gathers information and makes recommendations to the Board of
Trustees on potential nominees for election as Trustees of the Company.
The Nominating Committee, consisting of Messrs. Albert F. Antonini,
William M. Lowry and David M. Murdoch, most recently met on January
11, 1996. Mr. Murdoch may be deemed an "Interested Person", as defined
in the Investment Company Act of 1940, because he is a Director of the
Company's administrator, Health Plans Capital Services Corp. The
Nominating Committee will consider PC holder recommendations of
potential nominees that are submitted in writing and received by the
Company at its principal office by the November 30 preceding the next
regularly scheduled Annual Meeting of PC holders.
RATIFICATION OR REJECTION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. has been selected by the Board of Trustees,
including a majority of the Board of Trustees who are not Interested
Persons, as independent certified public accountants for the Company for
the fiscal year ending December 31, 1996. The Trustees originally selected
Coopers & Lybrand L.L.P. at a meeting held August 8, 1985, and
reconfirmed this selection for the 1996 fiscal year at a meeting held January
25, 1996. The ratification or rejection of the selection of independent
certified public accountants for the 1996 fiscal year is to be voted upon at
the Meeting, and it is intended that the persons named in the accompanying
proxy will vote for Coopers & Lybrand L.L.P. unless contrary instructions
are given. The selection of independent certified public accountants is
being submitted for ratification at the Meeting as required by the
Investment Company Act of 1940.
Coopers & Lybrand L.L.P. has been the Company's auditor since the
Company's inception of operations and has no direct or material indirect
financial interest in the Company. It is expected that a representative of the
firm will be present at the Meeting to make a statement if desired and to
respond to appropriate questions.
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ADDITIONAL INFORMATION
Officers
Officers of the Company are elected by the Trustees and serve at the
pleasure of the Board. Information is set forth below as to officers of the
Company who are not Trustees:
Prior Five Years
Name & Position Age Business Experience
- --------------- --- -------------------
Peter Norton 46 February 1992 to Present, Director -
Assistant Secretary Investment Programs, Health Plans Capital
since 1989 Services Corp.; Prior to February 1992,
Manager - Investment Programs, Health
Plans Capital Services Corp.
Burton X. Rosenberg 55 1991 to Present, Partner, Seyfarth, Shaw,
Secretary since 1989 Fairweather & Geraldson
The Company does not compensate any of its officers for services rendered
to the Company in their capacity as officers. Messrs. Goss and Norton are
employees of, and receive compensation from, CSC, the Company's
administrator. Mr. Rosenberg is a partner of, and receives compensation
from, Seyfarth, Shaw, Fairweather & Geraldson, the Company's legal
counsel. Legal fees paid to Seyfarth, Shaw, Fairweather & Geraldson by
the Company for the last fiscal year were $18,839.
Significant Owners
On February 29, 1996, the name, address, number of PCs held of record
and percentage of ownership of persons which may be the beneficial
owners of 5% or more of the outstanding PCs of the Government/REPO
Portfolio because they possessed or shared voting or investment power
with respect to such PCs on behalf of their underlying accounts were as
follows:
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ---------
Blue Cross and Blue Shield 10,324,684.94 16.1%
of Central New York, Inc.
344 South Warren Street
Syracuse, NY 13202
Blue Cross and Blue 10,000,000.00 15.6%
Shield of Oregon
100 S.W. Market Street
Portland, OR 97201
Blue Cross and Blue Shield Association 29,000,000.00 45.1%
676 N. St. Clair Street
Chicago, IL 60611
Health Plans Capital Services Corp. 10,427,372.79 16.2%
676 N. St. Clair Street
Chicago, IL 60611
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On February 29, 1996, the name, address, number of PCs held of record
and percentage of ownership of persons which may be the beneficial
owners of 5% or more of the outstanding PCs of the Money Market
Portfolio because they possessed or shared voting or investment power
with respect to such PCs on behalf of their underlying accounts were as
follows:
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ---------
Health Care Service Corporation 53,811,593.56 8.0%
233 N. Michigan Avenue
Chicago, IL 60601
Empire Blue Cross and Blue Shield 45,905,000.00 6.8%
622 Third Avenue
New York, NY 10017
Capital Blue Cross 36,800,000.00 5.4%
2500 Elmerton Avenue
Harrisburg, PA 17110
Blue Cross of Western Pennsylvania 112,289,579.83 16.6%
120 Fifth Avenue
Pittsburgh, PA 15222
Blue Cross and Blue Shield Association 48,367,972.70 7.2%
676 N. St. Clair Street
Chicago, IL 60611
On February 29, 1996, the name, address, number of PCs held of record
and percentage of ownership of persons which may be the beneficial
owners of 5% or more of the outstanding PCs of the Short-Term Portfolio
because they possessed or shared voting or investment power with respect
to such PCs on behalf of their underlying accounts were as follows:
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ---------
Blue Cross and Blue Shield of Georgia, Inc. 393,942.160 5.1%
3350 Peachtree Road N.E.
Atlanta, GA 30326
Health Care Service Corporation 1,406,103.083 18.1%
233 N. Michigan Avenue
Chicago, IL 60601
Blue Cross and Blue Shield 599,018.982 7.7%
of New Hampshire
3000 Goffs Falls Road
Manchester, NH 03111
Blue Cross and Blue Shield 597,014.925 7.7%
of Western New York, Inc.
1901 Main Street
Buffalo, NY 14240
Blue Cross and Blue Shield of Oklahoma 1,235,245.995 15.9%
1215 S. Boulder Avenue
Tulsa, OK 74102
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Independence Blue Cross 831,563.702 10.7%
1901 Market Street
Philadelphia, PA 19103
Pierce County Medical Bureau, Inc. 762,197.186 9.8%
1501 Market Street
Tacoma, WA 98402
Blue Cross and Blue Shield Association 654,582.124 8.4%
676 N. St. Clair Street
Chicago, IL 60611
Investment Advisors
The investment advisor for the Government/REPO Portfolio and the
Money Market Portfolio is PNC Institutional Management Corporation,
400 Bellevue Parkway, Wilmington, DE, 19809. The investment advisor
for the Short-Term Portfolio is Neuberger & Berman, 605 Third Avenue,
New York, NY, 10158.
PC Holder Proposals for the Next Annual Meeting
Any PC holder proposal intended to be presented at the Annual Meeting of
PC holders to be held in 1997 must be received by the Company at its
principal office not later than November 30, 1996 in order for it to be
included in the Company's proxy materials relating to such Annual Meeting.
Other Matters
Management at present knows of no other business to be presented at the
Meeting or at any adjournment(s) thereof by, or on behalf of, the Company
or its management. Should any other matter requiring a vote of PC holders
arise the persons named in the enclosed proxy will, unless authority to vote
on other matters is withheld, vote for the recommendations of management
with respect to such matters.
Dated: March 18, 1996
PC HOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND
WHO WISH TO HAVE THEIR PCs VOTED ARE REQUESTED TO DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
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