ATTENTION ESOP PARTICIPANTS:
VOTE FOR
FHP'S ACQUISITION OF TAKECARE
In the packet of materials previously sent to your home, you will find a blue
voting instruction card (sample on reverse side of this flyer) and a
preaddressed, postage paid envelope. Just complete the blue card and mail
no later than June 3, 1994.
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SAMPLE VOTING INSTRUCTION CARD (One side)
______________________________________________________________________________
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
(1) To approve and adopt the Agreement and Plan of Merger, dated as of March
3, 1994 as amended, among FHP, FHP Sub, Inc., a wholly-owned subsidiary
of FHP, and TakeCare, Inc., and the transactions contemplated thereby.
FOR / / AGAINST / / ABSTAIN / /
(2) To amend FHP's Restated Certificate of Incorporation to increase the
authorized number of shares of common stock of FHP from 70,000,000 to
100,000,000 and the authorized number of shares of preferred stock of FHP
from 5,000,000 to 40,000,000.
FOR / / AGAINST / / ABSTAIN / /
THE SHARES WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE
DIRECTED, THE SHARES WILL BE VOTED FOR PROPOSAL 1 AND FOR
PROPOSAL 2. TO THE EXTENT PERMITTED BY LAW, THE
UNDERSIGNED CONFERS UPON THE TRUSTEE OR ITS DESIGNEE
DISCRETION TO ACT UPON ALL OTHER MATTERS THAT MAY COME
BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of (i) the Notice of Special
Meeting of Stockholders dated May 6, 1994; (ii) the Joint Proxy
Statement/Prospectus dated May 6, 1994; and (iii) the Notice to Participants in
the FHP International Corporation Employee Stock Ownership Plan dated
May 6, 1994.
SIGNATURE(S)______(SAMPLE ONLY - DO NOT SIGN)__________DATE___________
[ ] ALLOCATED SHARES ONLY
______________________________________________________________________________
If you have any questions or need further assistance in voting your shares,
please call our proxy solicitor.
Georgeson & Company, Inc.
1-800-223-2064 (toll free)
