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
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Coastal Physician Group, Inc.
(Name of Registrant as Specified In Its Charter)
Coastal Physician Group, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:<PAGE>
[X] 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
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NEWS RELEASE COASTAL PHYSICIAN GROUP, INC.
Its Subsidiaries and Affiliates
FOR IMMEDIATE RELEASE CONTACT: Robert P. Borchert
Senior Vice President
919-383-0355
COASTAL PHYSICIAN GROUP PRESIDENT AND CEO
JOSEPH G. PIEMONT ELECTED TO ITS BOARD OF DIRECTORS
- Board Authorizes Mr. Piemont and Dr. Scott
to Recommend Investment Banker to Assist in
Exploring Sale and Other Alternatives -
DURHAM, NC, August 21, 1996 -- Coastal Physician Group, Inc.
(NYSE: DR) today announced that is has elected Joseph G.
Piemont, its President and Chief Executive Officer, to the
Company's Board of Directors. Mr. Piemont, 42, became
Coastal's President and CEO on May 29, 1996. He has served as
Executive Vice President since May 1995 and, prior to that, as
Senior Vice President and General Counsel of the Company since
August 1993.
Earlier this month, Coastal announced that it will actively
pursue and evaluate all strategic alternatives to maximize
shareholder value, including the sale of the entire Company, a
possible sale, or disposition of assets in addition to those
currently slated for sale, or an investment from strategic or
financial partners. Yesterday, Coastal's Board of Directors
authorized Mr. Piemont and Steven M. Scott, M.D., a director of
the Company and owner of approximately 30% of Coastal's common
stock, to recommend an investment banking firm as the Company's
lead financial advisor to assist Coastal in soliciting offers
from potential buyers of the Company. The new investment
banking firm will replace Morgan Stanley, which is no longer
serving as a financial advisor to the Company.
"Through our Comprehensive Business Plan, we are executing a
turnaround strategy based on fundamental operating initiatives
and managerial and financial discipline, while we also move
forward with the disposition of non-core assets," Mr. Piemont
said. "We also recognize the urgency of evaluating all
strategic alternatives to enhance Coastal's value for our
shareholders. Therefore, in addition to our asset sale
initiatives, we are continuing to actively pursue possible
strategic or financial partners and other transactions,
including the sale of the entire Company."<PAGE>
Coastal's annual meeting of shareholders is scheduled for
Friday, September 27. At the annual meeting, shareholders will
elect three directors to its nine-member Board. Mr. Piemont,
who will stand for election this year, will fill the vacancy
created by the resignation of one of its directors earlier this
month.
Coastal Physician Group, Inc. is a diversified physician
management company providing a broad range of health care and
administrative services to physicians, hospitals, employers,
managed care programs and other health care providers.
# # #
Certain Additional Information: Coastal Physician Group, Inc.
will be soliciting proxies to elect directors at its 1996 An-
nual Meeting of Stockholders. The following individuals may be
deemed participants in such solicitations of proxies: Jacque J.
Sokolov, M.D..; Robert V. Hatcher, Jr.; Stephen D. Corman; John
P. Mahoney, M.D.; Norman H. Chenven, M.D.; Joseph G. Piemont;
Robert P. Borchert; Dennis I. Simon; and Bettina M. Whyte. As
of June 30, 1996, Dr. Sokolov is the beneficial owner of
263,423 shares of the Company's common stock; Mr. Hatcher is
the beneficial owner of 16,887 shares of the Company's common
stock; Mr. Corman is the beneficial owner of 43,471 shares of
the Company's common stock; Dr. Mahoney is the beneficial owner
of 4,247 shares of the Company's common stock; Mr. Piemont is
the beneficial owner of 11,110 shares of the Company's common
stock; and Mr. Borchert is the beneficial owner of less than
100 shares of the Company's common stock. Mr. Simon and Ms.
Whyte are employees of Price Waterhouse LLP and have been ap-
pointed by agreement of Price Waterhouse and Coastal to be Plan
Managers of the Company's revitalization plan. In connection
with such agreement, the Company has agreed to pay Price Water-
house $70,000 per month for the services of the Plan Managers,
and $46,400 per month for any additional Price Waterhouse per-
sonnel that may provide services under the agreement. The Com-
pany also granted Price Waterhouse an option to purchase 50,000
shares of Coastal common stock at a price of $7 7/8, which has
not yet vested, and a separate option to purchase up to 50,000
shares of Company common stock, which will vest at a rate of
10,000 shares each month for five months commencing May 15,
1996, at a strike price equal to the average closing price of
the common stock on the New York Stock Exchange for the first
ten trading days of each month prior to the vesting date.
Steven M. Scott, M.D., Bertram E. Walls, M.D., and John A. Hem-
ingway are also directors of Coastal, but are not expected to
solicit proxies on behalf of the Company.
