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:
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Rule 14a-6(c)(2))
[ ] Definitive Proxy Statement
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[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.
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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
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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
ANNOUNCES RESIGNATION OF BOARD MEMBER
DURHAM, NC, August 6, 1996 -- Coastal Physician Group, Inc.
(NYSE:DR) announced today that Richard Janeway, M.D., has
resigned from the Company's Board of Directors, due to a
potential conflict of interest. Dr. Janeway informed the Company
that:
"It has just come to my attention that an entity in
which my employer has a significant financial
interest, and in which I have a major influence as
Director, will bid to acquire one or more of the
businesses that Coastal Physician Group, Inc. has
indicated is for sale under our restructuring plan.
"I have not been personally involved in any such
bid; however, the situation places me in a position
of significant conflict of interest. My duties and
responsibilities to my employer must be given
primacy in this situation. To resolve this
conflict, therefore, it is with regret that I inform
you by this letter that I resign as a Director of
Coastal Physician Group, Inc., effective as of the
date of this letter."
As previously announced, Coastal has adopted a Comprehensive
Business Plan pursuant to which it will, among other things,
dispose of a number of businesses, including its clinical
operations in Florida, Maryland, New Jersey and North Carolina,
its Preferred Provider Organization (PPO) in North Carolina and
its New York-based prepaid health services plan for Medicaid
recipients, so it may focus on its core businesses. Dr. Janeway
did not indicate which businesses his employer, The Bowman Gray
School of Medicine, might be interested in acquiring.<PAGE>
The Company had intended to nominate Dr. Janeway, age 63, for re-
election at its 1996 Annual Meeting. The Company intends to
announce a replacement nominee shortly to fill the vacancy on its
nine-member board.
Coastal Physician Group, Inc. is a diversified physician man-
agement company providing a broad range of health care and ad-
ministrative services to physicians, hospitals, employers, man-
aged care programs and other health care providers.
# # #
Certain Additional Information: Coastal Physician Group, Inc.
will be soliciting proxies to elect directors at its 1996 Annual
Meeting of Stockholders. The following individuals may be deemed
to be 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 May
31, 1996, Dr. Sokolov is the beneficial owner of 263,423 shares
of the Company's common stock; Mr. Hatcher is the beneficial
owner of 16,808 shares of the Company's common stock; Mr. Corman
is the beneficial owner of 10,138 shares of the Company's common
stock; Dr. Mahoney is the beneficial owner of 4,090 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
appointed 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
Waterhouse $70,000 per month for the services of the Plan
Managers, and $46,400 per month for any additional Price
Waterhouse personnel that may provide services under the
agreement. The Company also granted Price Waterhouse an option
to purchase 50,000 shares of Company 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.
Hemingway are also directors of Coastal, but are not expected to
solicit proxies on behalf of the Company.
# # #
