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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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)
Steven M. Scott, M.D.
(Name of Person Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1)
or 14a-6(j)(2).
[ ] $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: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
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(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[X] Fee previously paid 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:
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Steven M. Scott, M.D.
3711 Stoneybrook Drive 17020 Brookwood Drive
Durham, NC 27705 Boca Raton, FL 33496
Res. 919-383-6920 Res. 407-451-2357
Fax 919-382-8995 Fax 407-479-3995
September 10, 1996
Nick R. Cladis
Senior Vice President
PaineWebber Incorporated
401 North 31st Street, Suite 1700
First Interstate Center
Billings, MT 59101
Dear Mr. Cladis:
I appreciate your letter of August 27, 1996. I found it quite thoughtful and
very good advice.
I want you to know that throughout this entire process, I have sought to work
with the Company to achieve a sensible and amicable resolution to the matters at
issue in the proxy contest. I have told the Company that I am willing to
compromise on many issues, but I feel very strongly that the Company needs to
move promptly to achieve maximum value for shareholders. I do not believe the
program to dispose of non-core assets adopted by the Board in early July will
achieve this goal.
This proxy contest is not about pride or anger. As you may know, I have publicly
and privately stated that I have no intention of returning in any way as the CEO
of the Company, and therefore, I hope that it demonstrates an ability to put
these issues aside. As you can well imagine, it was difficult being put on an
involuntary sabbatical. However, I have certainly gotten over any ego or anger
that was associated with the action taken by the six members of the Board. I
now, like you, am looking to maximize shareholder value in every way that is
prudent and possible, and I feel the best alternative at this time may be to
seek to sell the Company with the assistance of one of the lead investment
bankers in the health care field.
I would also like to point out that I am equally concerned about the letter
I received from the individual shareholder with eleven shares as I am with the
institutions that own 2.5 million shares. To each of those investors I feel an
obligation to do everything we can to reclaim as much value as we can without
continuing to erode core competency, value and putting the employees and
customers as well as the shareholders at risk.
Again, I would appreciate your vote and would appreciate any calls or questions
you might have. I can be reached at the above number. Thank you very much for
taking the time to write.
With best personal regards,
Sincerely,
Steven M. Scott, M.D.
