COASTAL PHYSICIAN GROUP INC
DEFA14A, 1996-08-23
HELP SUPPLY SERVICES
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                                   SCHEDULE 14A
                                  (Rule 14a-101)
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                          Coastal Physician Group, Inc.

                 (Name of Registrant as Specified In Its Charter)

                          Coastal Physician Group, Inc.

                    (Name of Person(s) Filing Proxy Statement)

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         TO OUR SHAREHOLDERS:

              As you know, 1995 was a very difficult year for Coastal
         Physician Group.  Under the Company's former leadership,
         Coastal commenced an aggressive acquisition program beginning
         in July 1993 that was intended to diversify and strengthen the
         organization.  Instead, Coastal lost its strategic focus.  This
         resulted in a deterioration of the Company's financial
         performance from net income of $20.7 million, or $0.92 per
         share, in 1994 to a net loss of $46.9 million, or $1.98 per
         share, by the end of 1995.  This is clearly unacceptable - to
         the Company's Board of Directors, to our management team and
         our employees, and to you, our shareholders.

              Your Company's Board of Directors and management are
         convinced, however, that Coastal can regain its strategic focus
         and its operational and financial strength, and we have already
         begun to take the steps we believe necessary to achieve those
         goals.  Beginning in March 1996, we began the implementation of
         a Comprehensive Business Plan designed to revitalize our core
         operations, restore profitability and maximize shareholder
         value.  This plan consists of two key elements:

              -    Implementing a Management Action Plan designed to
                   improve the efficiency and performance of each of the
                   Company's operations and businesses.  The Board has
                   retained the national turnaround services unit of
                   Price Waterhouse LLP to help develop and implement
                   the Management Action Plan.

              -    Pursuing a Strategic and Financial Plan which was
                   developed by management following a strategic study
                   conducted by Morgan Stanley & Co., Incorporated.
                   This plan, approved by the Board in early July 1996,
                   is focused on the divestiture of nonstrategic
                   business units and the refinancing and ultimate
                   paydown of debt.

              We Are Committed to Maximizing Shareholder Value

              Together, these plans constitute Coastal's Comprehensive
         Business Plan which is designed to maximize shareholder value.
         Consistent with that objective, Coastal's management team and
         committee of independent directors will actively pursue and
         evaluate all strategic alternatives to maximize shareholder
         value, including the possible sale or disposition of assets in
         addition to those currently slated for sale, an investment from
         strategic or financial partners or the sale of the entire
         Company.

              It is imperative that Coastal continue to concentrate on
         the effective management of the Company's core operations in
         order to provide the best opportunity for enhancing asset and
         share value.  A new credit facility finalized in late May
         provides the Company with up to $40 million of additional
         borrowing availability and the financial flexibility to
         successfully execute these action plans.<PAGE>





              Coastal is Achieving Meaningful, Measurable Improvements
         in our Operations

              The fundamental elements of our action plan are
         progressing ahead of schedule in terms of cash flow
         enhancement, and we are continuing to vigorously pursue the
         steps necessary to achieve an operational and financial
         turnaround.

              Coastal's businesses are beginning to show clear signs of
         improvement.  For example:

              -    As of July 31, the Company's hospital-based contract
                   services division had terminated 34 unprofitable
                   contracts which is expected to improve EBITDA
                   (earnings before interest, taxes, depreciation and
                   amortization) by nearly $4 million per year.  Twelve
                   contracts have been renegotiated to provide Coastal
                   with a reasonable profit margin.  New business
                   development during the first six months of 1996 has
                   been successful as compared to the same period in
                   1995.  During the first half of this year, CPS added
                   more than $14 million in revenue, with an aggregate
                   EBITDA margin of approximately 14 percent - an
                   improvement over the same period in 1995.

              -    Healthplan Southeast, the Company's northern Florida
                   health maintenance organization, reported that its
                   medical loss ratio improved in the second quarter to
                   84.8% from 92.5% in the first quarter, reflecting
                   more efficient contracting and utilization review
                   processes.  Healthplan Southeast achieved a return to
                   profitability during the second quarter for the first
                   time since the first quarter of 1995.

              The Company has already begun actively marketing the sale
         of our non-core assets, including our clinical operations in
         Florida, Maryland, New Jersey and North Carolina, our Preferred
         Provider Organization in North Carolina, and our New York-based
         prepaid health services plan for Medicaid recipients.
         Management will continue to analyze corporate overhead costs,
         and has developed a preliminary plan to decrease expenses as
         asset sales progress.

              The turnaround process in which we are currently and
         actively engaged is based on managerial and financial
         discipline and on the skillful execution of business
         fundamentals.  While our Company's recent performance is
         clearly unacceptable, we are making real progress.

              The strategic and orderly sale of selected non-core
         assets, in combination with the operational improvements
         currently under way, should enable Coastal to meet its near-
         term obligations and position the Company for the future.  This
         process will also allow management to concentrate its efforts
         on businesses where the Company has historically demonstrated
         expertise and can deliver added value for our customers - which
         include our hospital-based contract services and our billing
         and accounts receivable management services businesses - while
         we continue to actively pursue all available strategic options.<PAGE>






              The Board believes that this is the best approach to
         maximize the value of the Company for you.  We appreciate your
         interest and support, and will keep you informed of our
         progress.


         Sincerely,

         /s/ Jacque J. Sokolov              /s/ Joseph G. Piemont

         Jacque J. Sokolov, M.D.            Joseph G. Piemont
         Chairman of the Board              President and Chief
         Executive Officer

         August 21, 1996


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