<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
PLAN INVESTMENT FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PLAN INVESTMENT FUND, INC.
- --------------------------------------------------------------------------------
(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)(1) 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.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
------------------
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 22, 1999
------------------
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, 1999, at 2:00 P.M. CT at the
Hilton Chicago O'Hare Airport, O'Hare International Airport, Chicago, IL, for
the following purposes:
(1) To elect eight (8) 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 PricewaterhouseCoopers LLP as independent
certified public accountants for the Company for the fiscal year ending
December 31, 1999; 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 26, 1999, 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 9, 1999 in the
enclosed envelope in order that the meeting may be held and a maximum number of
Participation Certificates may be voted.
March 19, 1999 Burton X. Rosenberg
Secretary
<PAGE> 3
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
------------------
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, 1999, at 2:00 P.M. CT at the Hilton Chicago O'Hare Airport, O'Hare
International 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
19, 1999.
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 26, 1999, 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: 186,686,784.70
Government/REPO Portfolio PCs, 431,495,824.34 Money Market Portfolio PCs and
7,444,415.272 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,
1998, 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.
<PAGE> 4
ELECTION OF TRUSTEES
Eight 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
- ----------------- --- -------------------
Howard F. Beacham, III 44 April 1998 to Present, President,
Trustee since 1998 (1) Blue Cross and Blue Shield of Central
New York (Excellus Health Plan Inc.);
September 1997 to April 1998,
Executive Vice President Blue Cross
and Blue Shield of Central New York
(Excellus Health Plan, Inc.); October
1996 to August 1997, Senior Vice
President, Finance, Blue Cross and
Blue Shield of Central New York
(Excellus Health Plan, Inc.); January
1994 to September 1996, Vice
President, Finance, Blue Cross and
Blue Shield of Central New York
(Excellus Health Plans, Inc.; January
1996 to Present, Secretary/Treasurer
HMO-CNY, Inc. (Subsidiary of Blue
Cross and Blue Shield of Central New
York (Excellus Health Plans, Inc.);
January 1994 to December 1998
Secretary/Treasurer BC&S Associates,
Inc. (Subsidiary of Blue Cross and
Blue Shield of Central New York,
(Excellus Health Plans, Inc.)
Philip A. Goss* 40 January 1994 to Present, President
Trustee since 1994 and Chief Executive Officer, Health
President since 1994 Plans Capital Services Corp.
2
<PAGE> 5
<TABLE>
<S> <C> <C>
Steven L. Hooker 44 April 1996 to Present, Senior Vice
Trustee since 1994(2) President, Chief Financial Officer
and Treasurer, The Regence Group;
January 1994 to August 1996, Senior
Vice President, Finance and
Treasurer, Blue Cross and Blue Shield
of Oregon; January 1994 to January
1997, President of Regence Life and
Health (formerly known as Oregon
Pacific States Insurance Co. and
Associated Administrators Inc.).
Ronald F. King* 51 January 1997 to Present, President
Trustee since 1997 and Chief Executive Officer, Blue
Executive Trustee Cross and Blue Shield of Oklahoma;
since 1998 (1) 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; January 1994 to
February 1994, Senior Vice President,
Finance and Corporate Treasurer, Blue
Cross and Blue Shield of Oklahoma.
Mark A. Orloff
Trustee since 1999 44 1994 to Present, Vice President and
Deputy General Counsel, Blue Cross
and Blue Shield Association
Joseph F. Reichard
Trustee since 1998 51 April 1998 to Present, Vice
President, Treasury Services and
Assistant Treasurer, Highmark Inc;
March 1995 to March 1998, Director of
Financial Services, Blue Cross of
Western Pennsylvania; January 1994 to
February 1995, Investment Manager,
Blue Cross of Western Pennsylvania.
M. Edward Sellers 52 1994 to Present, President and Chief
Trustee since 1997 Executive Officer, Blue Cross and
Blue Shield of South Carolina.
Sherman M. Wolff 58 1994 to Present, Senior Vice
Trustee since 1993(2) President, Finance and Sales, Blue
Cross and Blue Shield of Illinois.
Mr. Wolff also serves as a director
of Metropolitan Chicago Leadership
Council.
</TABLE>
* May be deemed an "Interested Person"
(1) Member of the Nominating Committee
(2) Member of the Short-Term Portfolio Code of Ethics Committee
3
<PAGE> 6
The Board of Trustees met three times during the Company's last fiscal year.
Trustee Sellers attended less than 75% of the fiscal year meetings of the Board
of Trustees held during the period he was Trustee. 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
26, 1999, these Trustee nominees' employers owned or controlled the following:
Government/REPO Money Market Short-Term
Trustee Portfolio PCs Portfolio PCs Portfolio PC
------- ------------- ------------- ------------
Howard F. Beacham, III 1,167,879.00 12,384,096.20 -0-
Philip A. Goss 18,298,648.83 18,656,109.06 205,164,303
Steven L. Hooker 1,515,717.18 16,382,700.07 95,808.343
Ronald F. King - 9,296,078.85 1,658,914.308
Mark A. Orloff 10,000,000.00 93,024,268.69 654,582.124
Joseph F. Reichard - 35,740,770.36 199,235,291
M. Edward Sellers 25,697,056.53 13,858,872.49 2,543,943.944
Sherman M. Wolff - 44,909,200.54 1,654,023.878
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"), 225 N. Michigan Avenue, Chicago, IL, 60601. 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, 1998, CSC was paid $46,697 and voluntarily waived $82,352 of the $129,049
which CSC was entitled to as the fee payable for its services as administrator
for the Government/REPO Portfolio. For the fiscal year ended December 31, 1998,
CSC was paid $221,903 and voluntarily waived $199 of the $222,102 which CSC was
entitled to as the fee payable for its services as administrator for the Money
Market Portfolio. For the fiscal year ended December 31, 1998, CSC was paid
$18,823 and voluntarily waived $5,395 of the $24,218 which CSC was entitled to
as the fee payable for its services as administrator for the Short-Term
Portfolio. As of February 26, 1999, CSC had earned $4,126, after voluntary fee
waivers, as administrator for the Government/REPO Portfolio, $39,588, after
voluntary fee waivers, as administrator for the Money Market Portfolio and
$4,619, after voluntarily fee waivers, as administrator for the Short-Term
Portfolio, in 1999.
4
<PAGE> 7
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. Ronald F. King and Thomas F. Ward, most recently met on
February 17, 1999. 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
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP) 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, 1999. The Trustees originally selected
PricewaterhouseCoopers LLP at a meeting held August 8, 1985, and reconfirmed
this selection for the 1999 fiscal year at a meeting held January 27, 1999. The
ratification or rejection of the selection of independent certified public
accountants for the 1999 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
PricewaterhouseCoopers LLP 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.
PricewaterhouseCoopers LLP 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:
Prior Five Years
Name & Position Age Business Experience
- ---------------- --- -------------------
Dale E. Palka 50 December 1996 to Present, Executive
Assistant Secretary Director, Investment Programs, Health
since 1997 Plans Capital Services Corp.; 1994 to
December 1996, Director of Investments,
Blue Cross and Blue Shield of Michigan
Burton X. Rosenberg 58 1994 to Present, Partner, Seyfarth, Shaw,
Secretary Fairweather & Geraldson
since 1989
5
<PAGE> 8
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 $21,529.
SIGNIFICANT OWNERS
On February 26, 1999, 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
- ------------------------- --------- ---------
Capital Blue Cross 107,865,000.00 57.8%
2500 Elmerton Avenue
Harrisburg, PA 17177
Independence Blue Cross 17,704,708.06 9.5%
1901 Market Street
Philadelphia, PA 19103
Blue Cross and Blue Shield 25,697,056.53 13.8%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield 10,000,000.00 5.4%
Association
225 North Michigan Avenue
Chicago, IL 60601
Health Plans Capital Services Corp. 18,298,648.83 9.8%
225 North Michigan Avenue
Chicago, IL 60601
On February 26, 1999, 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
- ------------------------- --------- ---------
Blue Cross and Blue Shield 44,909,200.54 10.4%
of Illinois
300 East Randolph Street
Chicago, IL 60601
6
<PAGE> 9
Horizon Blue Cross and Blue 65,016,064.16 15.1%
Shield of New Jersey, Inc.
3 Penn Plaza East
Newark, NJ 07105
Highmark Blue Cross and 35,740,770.36 8.3%
Blue Shield
120 Fifth Avenue
Pittsburgh, PA 15222-3099
Blue Cross and Blue Shield 93,024,268.59 21.6%
Association
225 North Michigan Avenue
Chicago, IL 60601
On February 26, 1999, 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 1,654,023.878 22.2%
of Illinois
300 East Randolph Street
Chicago, IL 60601
Blue Cross and Blue Shield 1,658,914.308 22.3%
of Oklahoma
1215 South Boulder Avenue
Tulsa, OK 74119-2800
Blue Cross and Blue Shield 2,543,943.944 34.2%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield 654,582.124 8.8%
Association
225 North Michigan Avenue
Chicago, IL 60601
7
<PAGE> 10
INVESTMENT ADVISORS
The investment advisor for the Government/REPO Portfolio and the Market
Portfolio is BlackRock Institutional Management Corporation, 400 Bellevue
Parkway, Wilmington, DE, 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 2000 must be received by the Company at its principal
office not later than November 30, 1999 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 19, 1999
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.
8
<PAGE> 11
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
------------------
PROXY SOLICITATION ON BEHALF OF THE BOARD OF TRUSTEES FOR
ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 22, 1999
------------------
The undersigned Participation Certificate ("PC") holder of Plan Investment Fund,
Inc. does hereby appoint Philip A. Goss and Burton X. Rosenberg, 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, 1999, at the Hilton Chicago O'Hare Airport, O'Hare
International Airport, Chicago, IL, at 2:00 P.M. CT 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 EIGHT TRUSTEES
Instructions: To vote for individual nominees, place an "X" on the line next to
each such nominee, up to a total of eight 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 ---- ---
Howard F. Beacham, III ---- ---
Philip A. Goss ---- ---
Steven L. Hooker ---- ---
Ronald F. King ---- ---
Mark A. Orloff ---- ---
Joseph F. Reichard ---- ---
M. Edward Sellers ---- ---
Sherman M. Wolff
Name of additional nominee(s)
----------------------- ----
----------------------- ----
----------------------- ----
<PAGE> 12
2. RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ratify selection of PricewaterhouseCoopers LLP as independent certified public
accountants for the fiscal year ending December 31, 1999.
(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 : __________________, 1999
________________________________
(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.
2
