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PLAN INVESTMENT FUND, INC.
676 St. Clair Street
Chicago, Illinois 60611
--------------------------
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 22, 1997
--------------------------
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 22, 1997, at 9:00 a.m. CST at the
Skybird Meeting Center (O'Hare Airport), Chicago, IL, for the following purposes
(1) To elect nine (9) 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, 1997; 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 28, 1997, 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 10, 1997 in the
enclosed envelope in order that the meeting may be held and a maximum number of
Participation Certificates may be voted.
March 20, 1997 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 22, 1997
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 22, 1997, at the Skybird Meeting Center (O'Hare Airport), Chicago, IL at
9:00 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 Nine Trustees
Instructions: To vote for individual nominees, place an "X" on the line next to
each such nominee, up to a total of nine 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 ___ ___
Ronald F. King ___ ___
William M. Lowry ___ ___
David M. Murdoch ___ ___
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, 1997.
(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 :________________, 1997
______________________
(Signature)
______________________
(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
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 22, 1997, at 9:00 a.m. CST at the Skybird Meeting Center
(O,Hare Airport), 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 20, 1997.
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 28, 1997, 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: 153,753,350.75
Government/REPO Portfolio PCs, 460,380,528.51 Money Market Portfolio PCs and
5,975,089.772 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 31,1996, 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
Nine 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 66 1992 to Present, President and Chief
Trustee since 1991 Executive Officer, Blue Cross and Blue
Executive Trustee Shield of Central New York, Inc. Mr.
since 1992 (1) Antonini also serves as a director of
Chase Manhattan Bank - Central New York
Advisory Board, HMO - CNY Inc., BC&S
Associates and The Caring Program for
Children Foundation.
Philip A. Goss* 38 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 53 January 1996 to Present, President, Blue
Trustee since 1996 Cross and Blue Shield of Tennessee-
Memphis; April 1994 to January 1996,
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. Mr. Holcomb also
serves as a director of First American
Bank.
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Name, Position & Prior Five Years
Length of Service Age Business Experience
- --------------------- ----- -----------------------------------
Steven L. Hooker 42 April 1996 to Present, Chief Financial
Trustee since Officer and Treasurer, The Benchmark
1994(2) Group; April 1993 to August 1996, Senior
Vice President, Finance and Treasurer,
Blue Cross and Blue Shield of Oregon;
April 1993 to January 1997, President,
Oregon Pacific States Insurance Company;
1992 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.
Ronald F. King 49 January 1997 to Present, President and
Trustee since 1997 Chief Executive Officer, Blue Cross and
Blue Shield of Oklahoma; February 1995 to
January 1997, President and Chief
Operating Officer, Blue Cross and Blue
Shield of Oklahoma; March 1994 to January
1995, Executive Vice President,
Operations, Blue Cross and Blue Shield of
Oklahoma; September 1993 to February
1994, Senior Vice President, Finance and
Corporate Treasurer, Blue Cross and Blue
Shield of Oklahoma; September 1991 to
September 1993, Senior Vice President,
Information Services, Planning &
Development, Blue Cross and Blue Shield
of Oklahoma.
William M. Lowry 60 December 1996 to Present, Chief Executive
Trustee since 1990(1) Officer, Highmark, Inc.; May 1994 to
December 1996, President and Chief
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; prior
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.
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Name, Position & Prior Five Years
Length of Service Age Business Experience
- --------------------- ----- -----------------------------------
David M. Murdoch* 61 June 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 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;
1992 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 and certain
affiliated entities.
Thomas J. Ward 59 1992 to Present, President and Chief
Trustee since 1993 Executive Officer, Blue Cross of
Northeastern Pennsylvania.
Sherman M. Wolff 56 January 1996 to Present, Senior Vice
Trustee since 1993(2) President Corporate Resources and Chief
Financial Officer, Health Care Service
Corporation; November 1991 to January
1996, Senior Vice President, Finance and
Sales, Health Care Service Corporation.
Mr. Wolff also serves as a director of
Metropolitan Chicago Leadership Council,
Green Spring Mental Health Service, Fort
Dearborn Life Insurance Company, American
Heart Association of Metropolitan Chicago
and Chairman of Riscorp Board of
Directors.
* 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
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The Board of Trustees met three times during the Company's last fiscal year.
Trustees Antonini, Lowry, Murdoch 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 28, 1997, 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 6,860,582.42 10,591,954.59 0.000
Philip A. Goss 20,546,829.93 4,758,103.38 184,063.249
Gene Holcomb 0.00 5,000,000.00 0.000
Steven L. Hooker 900,000.00 7,740,000.00 0.000
Ronald F. King 0.00 7,598,111.35 1,095,969.032
William M. Lowry 0.00 65,162,216.89 227,235.291
David M. Murdoch 10,500,000.00 67,666,051.00 654,582.124
Thomas J. Ward 0.00 7,031,094.21 0.000
Sherman M. Wolff 0.00 59,699,939.58 1,483,908.262
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.
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, 1996, CSC was paid $52,778 and voluntarily waived $24,925 of the
fee payable for its services as administrator for the Government/REPO
Portfolio. For the fiscal year ended December 31, 1996, CSC was paid $329,368
and voluntarily waived $15,874 of the fee payable for its services as
administrator for the Money Market Portfolio. For the fiscal year ended
December 31, 1996, CSC was paid $35,404 and voluntarily waived $5,642 for its
services as administrator for the Short-Term Portfolio. As of February 28,
1997, CSC had earned $5,264, after voluntary fee waivers, as administrator for
the Government/REPO Portfolio, $41,089, after voluntary fee waivers, as
administrator for the Money Market Portfolio and $4,001, after voluntarily fee
waivers, as administrator for the Short-Term Portfolio, in 1997.
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 16, 1997. Mr. Murdoch may be deemed an "Interested
Person", as defined in the Investment Company Act of 1940, because he is a
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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, 1997. The Trustees originally selected Coopers & Lybrand L.L.P. at a
meeting held August 8, 1985, and reconfirmed this selection for the 1997 fiscal
year at a meeting held January 30, 1997. The ratification or rejection of the
selection of independent certified public accountants for the 1997 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.
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:
Name, Position & Prior Five Years
Length of Service Age Business Experience
- --------------------- ----- -----------------------------------
Dale E. Palka 48 December 1996 to Present, Executive
Assistant Secretary Director, Investment Programs,
since 1997 Health Plans Capital Service Corp.;
1992 to December 1996, Director of
Investments, Blue Cross and Blue
Shield of Michigan
Burton X. Rosenberg 56 1992 to Present, Partner, Seyfarth,
Secretary Shaw, Fairweather & Geraldson
since 1989
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The Company does not compensate any of its officers for services rendered to the
Company in their capacity as officers. Messrs. Goss and Palka 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 and expenses paid to
Seyfarth, Shaw, Fairweather & Geraldson by the Company for the last fiscal year
were $19,998.
Significant Owners
On February 28, 1997, 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 14,149,981.14 9.2%
of Connecticut
370 Bassett Road
North Haven, CT 06473
9,280,000.00 6.0%
Blue Cross and Blue Shield
of Massachusetts
100 Summer Street
Boston, MA 02110
Capital Blue Cross 59,930,000.00 39.0%
2500 Elmerton Avenue
Harrisburg, PA 17110
Blue Cross and Blue Shield 26,630,307.79 17.3%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield Association 10,500,000.00 6.8%
676 N. St. Clair
Chicago, IL 60611
Health Plans Capital Services Corp. 20,546,829.93 13.4%
676 N. St. Clair
Chicago, IL 60611
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On February 28, 1997, 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 59,699,939.58 13.0%
233 N. Michigan Avenue
Chicago, IL 60601
Blue Cross and Blue Shield 44,858,612.07 9.7%
of New Jersey
3 Penn Plaza East
Newark, NJ 07105
Highmark, Inc. 65,162,216.89 14.2%
120 Fifth Avenue
Pittsburg, PA 15222
Blue Cross and Blue Shield Association 67,666,051.00 14.7%
676 N. St. Clair
Chicago, IL 60611
Green Spring Health Services, Inc. 31,145,547.15 6.8%
5565 Sterrett Place
Columbia, MD 21044
On February 28, 1997, 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
- ------------------------------------------ -------------- ----------
Health Care Service Corporation 1,483,908.262 24.8%
233 N. Michigan Avenue
Chicago, IL 60601
Blue Cross and Blue Shield of Oklahoma 1,095,969.032 18.3%
1215 S. Boulder Avenue
Tulsa, OK 74102
Independence Blue Cross 1,845,052.390 30.9%
1901 Market Street
Philadelphia, PA 19103
Blue Cross and Blue Shield Association 654,582.124 11.0%
676 N. St. Clair
Chicago, IL 60611
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Investment Advisors
The investment advisor for the Government/REPO Portfolio and the Market
Portfolio is PNC Institutional Management Corporation, 400 Bellevue Parkway,
Wilmington, 19809. The investment advisor for the Short-Term Portfolio is
Neuberger & Berman, LLC, 605 Third Avenue, New York, NY, 10158.
PC Holder Proposals for Next Annual Meeting
Any PC holder proposal intended to be presented at the Annual Meeting of PC
holders to be held in 1998 must be received by the Company at its principal
office not later than November 30, 1997 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 20, 1997
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.
