<PAGE>
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
[X] Definitive Additional Materials
[ ] 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)
------------------------------
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
<PAGE>
(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:
(2) Form, Schedule or Registration Statement Number:
(3) Filing Party:
(4) Date Filed:
<PAGE>
STEVEN M. SCOTT, M.D.
3711 STONEYBROOK DRIVE
DURHAM, NORTH CAROLINA 27705
------------------------
PROXY STATEMENT SUPPLEMENT
DATED AUGUST 28, 1996
------------------------
This Proxy Statement Supplement is furnished by Steven M. Scott, M.D., to
shareholders of Coastal Physician Group, Inc. (the 'Company' or 'Coastal'), in
connection with Dr. Scott's solicitation of proxies for use at the Company's
Annual Meeting of Shareholders (the 'Meeting') scheduled to be held on September
27, 1996 and at any adjournment or postponement thereof. This Supplement amends
and supplements, and should be read in conjunction with, the Proxy Statement of
Dr. Scott, dated August 14, 1996 (the 'Scott Proxy Statement'). Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Scott Proxy Statement.
ANNUAL MEETING LOCATION
As set forth in the Scott Proxy Statement, on July 26, 1996 the Board of
Directors of Coastal (the 'Coastal Board') originally scheduled the Meeting to
be held on September 27, 1996 at the Durham Hilton in Durham, North Carolina.
However, according to Coastal's proxy statement dated August 21, 1996 (the
'Coastal Proxy Statement'), Coastal has changed the location of the Meeting, and
it is now scheduled to be held at 9:00 a.m., local time, on September 27, 1996,
at the Sheraton Imperial Hotel, 4700 Emperor Boulevard, Durham, North Carolina.
COASTAL'S NOMINEES
As set forth in the Scott Proxy Statement under the caption 'QUORUM AND
VOTING', on August 5, 1996 the Coastal Board nominated three persons to stand
for election as directors at the Meeting. The next day, one of those nominees,
Richard Janeway, M.D., informed the Coastal Board that he was resigning as a
director effective immediately due to a 'conflict of interest' which had just
come to his attention. Coastal issued a press release on August 6, 1996 in which
it stated that it intended to announce shortly a nominee to replace Dr. Janeway.
As set forth in the Scott Proxy Statement, Dr. Scott anticipated that such new
nominee would be Mr. Joseph G. Piemont, Coastal's current President and Chief
Executive Officer. On August 20, 1996, the Coastal Board appointed Mr. Piemont
as a director to fill the vacancy created by Dr. Janeway's resignation, and
nominated Mr. Piemont to stand for election to the Coastal Board for a
three-year term at the Meeting. Dr. Scott has nominated two persons, Mr.
Mitchell W. Berger and Mr. Henry J. Murphy (the 'Scott Nominees'), for election
as directors of Coastal. Shareholders who vote on the BLUE proxy card furnished
by Dr. Scott will be able to vote for the two Scott Nominees and one of the
three persons nominated by the Coastal Board (the 'Company Nominees'). The two
Company Nominees with respect to whom Dr. Scott is not seeking authority to vote
and who may not be voted for on Dr. Scott's BLUE proxy card are Mr. Piemont and
Mr. Robert V. Hatcher, Jr.
MODIFICATION OF COASTAL'S MANAGEMENT RESOLUTION
As set forth in the Scott Proxy Statement under the caption 'PROPOSAL
THREE--THE MANAGEMENT RESOLUTION', the Coastal Board is presenting for a
shareholder vote at the Meeting a Management Resolution which requests
shareholders to endorse its proposed sales of certain non-strategic assets on a
piecemeal basis over what Dr. Scott believes would be a substantial period of
time. The Management Resolution was adopted by a majority vote of the Coastal
Board (with Dr. Scott and certain other directors voting against it) on July 26,
1996. The Management Resolution, as set forth in the Coastal Proxy Statement,
differs somewhat from the version originally adopted by the Coastal Board, the
text of which resolution is set forth in the Scott Proxy Statement, and Dr.
Scott does not believe that the modified version of the Management Resolution
has been presented to or approved by the Coastal Board. The text of the
Management Resolution, as modified, is set forth below:
RESOLVED, that the shareholders of Coastal Physician Group, Inc.
('Coastal'), believing that the most effective way to restore the
profitability of, and maximize the value of their investment in, Coastal is
to follow the Comprehensive Business Plan approved and adopted by the Board
of Directors while the Company actively pursues all available strategic
alternatives, including a sale of the entire Company, hereby approve the
continued implementation of the Comprehensive Business Plan while the
Company pursues all available strategic alternatives.
Dr. Scott continues to recommend that shareholders vote AGAINST the Management
Resolution.
<PAGE>
CERTAIN BACKGROUND AND OTHER INFORMATION
As stated in the Scott Proxy Statement, Dr. Scott is soliciting proxies for
the election of the two Scott Nominees to serve as directors of Coastal and for
the adoption of the Maximize Value Resolution because he is convinced that
maximizing shareholder value as expeditiously as possible is in the best
interests of Coastal and all of its shareholders. In this connection, Dr. Scott
and the Scott Nominees believe that immediate consideration should be given to a
sale of Coastal in its entirety.
Based on his extensive knowledge of Coastal's business, operations and
financial condition and his familiarity with the healthcare industry, Dr. Scott
believes that there are potential strategic and financial buyers who might be
interested in considering an acquisition of Coastal in its entirety if Coastal
were to seek a purchaser. However, Dr. Scott is not aware of any potential buyer
which has expressed an interest at the present time in acquiring Coastal, and
there can be no assurance that any potential buyer or buyers would have any
interest in acquiring Coastal or be willing to engage in discussions or
negotiations relating to an acquisition of Coastal or, if so willing, would be
prepared to offer to pay a price which the Coastal Board or the Coastal
shareholders would find acceptable.
Dr. Scott served as Chairman of the Coastal Board from Coastal's formation
in 1977 until 1994, and served as President and Chief Executive Officer of
Coastal from 1977 until May 1996. During a period of approximately the last
three years during which Dr. Scott served as Coastal's President and Chief
Executive Officer, several potential financial and strategic buyers had
indicated to Coastal a general interest in considering a possible acquisition of
Coastal in the event that Coastal were to be interested in being acquired. To
Dr. Scott's knowledge, no specific offers or acquisition proposals were made to
Coastal by such potential buyers, and Dr. Scott does not know whether any of
such potential buyers would be interested at the present time in acquiring
Coastal.
Dr. Scott believes that Coastal, through its investment banker, should
contact those entities which had previously expressed an interest in Coastal, as
well as other potential buyers, in order to determine whether any of them have
an interest at the present time in considering an acquisition of Coastal. Dr.
Scott further believes that in view of what he sees as current management
turmoil at Coastal and the depressed market value of Coastal's shares, it is
possible that one or more of the potential buyers that previously expressed a
general interest in Coastal might be interested in considering an acquisition of
Coastal.
MISCELLANEOUS
Dr. Scott's revised estimate of his proxy solicitation expenses is
approximately $650,000, of which approximately $350,000 has been paid to date.
According to the Coastal Proxy Statement, Coastal has estimated that it will
spend a total of approximately $750,000 for its solicitation of proxies.
According to the Coastal Proxy Statement, as of the August 21, 1996 record
date (the 'Record Date') for determining shareholders of Coastal entitled to
notice of and vote at the Meeting, there were 23,862,147 shares of Coastal
Common Stock outstanding. The 7,146,193 shares of Coastal Common Stock
beneficially owned by Dr. Scott constitute approximately 29.95% of the
outstanding shares of Coastal Common Stock as of the Record Date.
The Scott Proxy Statement is modified as set forth herein.
Durham, North Carolina
August 28, 1996
STEVEN M. SCOTT, M.D.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN VOTING YOUR COASTAL SHARES,
PLEASE CONTACT:
GEORGESON & COMPANY, INC.
WALL STREET PLAZA
NEW YORK, NEW YORK
TOLL FREE: (800) 223-2064
2
(FORM OF PROXY CARD)
PROXY
CARD PROXY SOLICITED BY DR. STEVEN M. SCOTT
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF COASTAL PHYSICIAN GROUP, INC.
The undersigned hereby appoints Dr. Steven M. Scott and
Mr. David Plyler, and each of them, the proxy or proxies of the
undersigned, with full power of substitution, to vote all shares
of Common Stock, par value $.01 per share, of Coastal Physician
Group, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of
Shareholders of the Company scheduled to be held on September 27, 1996,
or any other shareholders' meeting held in lieu thereof, and at any
and all adjournments, postponements, reschedulings or continuations thereof.
DR. SCOTT RECOMMENDS A VOTE FOR ITEM 1.
---
1. Election of Directors:
a. Scott Nominees:
/ / FOR all nominees / / WITHHOLD AUTHORITY
listed below: to vote for all
nominees listed
below:
Mitchell W. Berger and Henry J. Murphy
(To withhold authority to vote for any individual nominee above,
check the "FOR" box above and write that nominee's name on
the line provided below.)
-------------------------
b. Company Nominees:
The Company is nominating three people to serve as
directors. Dr. Scott intends to use this proxy to vote FOR one
of the individuals nominated by the Company, and AGAINST the
other two Company nominees whose names are listed below.
You may withhold authority to vote for the one Company nominee not
listed on this proxy, by writing the name of such nominee below. You
<PAGE>
should refer to the Proxy Statement distributed by the Company
for the names, backgrounds, qualifications and other information
concerning the Company's nominees. There is no assurance that any
of the Company's nominees will serve as directors if any of
Dr. Scott's nominees are elected to the Company Board.
The Company nominees with respect to whom Dr. Scott is
NOT seeking authority to vote for and WILL NOT exercise any
such authority are:
Robert V. Hatcher, Jr. and Joseph G. Piemont
In order to withhold authority to vote for the election
of the Company nominee whose name is not listed above, write
such Company nominee's name on the line provided below.
-------------------------
(Continued and to be signed and dated on the reverse side.)
<PAGE>
(REVERSE)
DR. SCOTT RECOMMENDS A VOTE FOR ITEM 2.
---
2. Dr. Scott's Maximize Value Resolution as more fully de-
scribed in Dr. Scott's Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
DR. SCOTT RECOMMENDS A VOTE AGAINST ITEM 3.
-------
3. Coastal's Management Resolution as more fully described in
Dr. Scott's Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
DR. SCOTT RECOMMENDS A VOTE FOR ITEM 4.
---
4. Ratification of the Appointment of KPMG Peat Marwick LLP.
/ / FOR / / AGAINST / / ABSTAIN
The proxies are hereby authorized to vote in their discretion
upon all other matters which may properly come before the Meeting
or any adjournments, postponements, reschedulings or continuations
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION
IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN ITEM 1a AND FOR THE ELECTION OF THE
COMPANY NOMINEE WHOSE NAME IS NOT LISTED IN ITEM 1b,
FOR THE ADOPTION OF THE RESOLUTION DESCRIBED IN ITEM 2,
AGAINST THE ADOPTION OF THE RESOLUTION DESCRIBED IN ITEM
3, FOR THE RATIFICATION OF INDEPENDENT ACCOUNTANTS
DESCRIBED IN ITEM 4, AND IN THE DISCRETION OF THE
PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS,
RESCHEDULINGS OR CONTINUATIONS THEREOF.
The undersigned hereby acknowledges receipt of the
Proxy Statement of Dr. Scott.
DATED: _____________________, 1996
Signature: _____________________________
Signature, if held jointly:
________________________________________
Title or Authority: ____________________
Please sign exactly as your name appears
on this proxy. Joint owners should each
sign personally. If signing as attorney,
executor, administrator, trustee or
guardian, please include your full title.
Corporate proxies should be signed by an
authorized officer.
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
