SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by registrant ( )
Filed by a party other than registrant (X)
Check appropriate box:
( ) Preliminary proxy statement
( ) Definitive proxy statement
( ) Definitive additional materials
(X) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Coastal Physician Group, Inc.
_______________________________________________________
(Name of registrant as specified in its charter)
Steven M. Scott, M.D.
______________________________________________________
(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)
or 14a-6(i)(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:
____________________
(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:
(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 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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(2) Form, schedule or registration statement no.:
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(3) Filing party:
_____________________________________________
(4) Date filed:
________________________________________________
STEVEN M. SCOTT, M.D.
3711 Stoneybrook Drive
Durham, North Carolina 27705
September 25, 1996
Dear Fellow Shareholder:
The Coastal Physician Group Shareholders' Meeting is being held
this Friday, September 27. Your vote is critical to the effort
to maximize the value of all our Coastal shares, no matter how
many shares you own. Since time is very short, we have
established a method to vote by toll-free telephone call. Please
follow the simple instructions at the end of this letter.
The Shareholders' Meeting on Friday may be our last chance to put
Coastal on the right course, and direct the Board of Directors to
maximize the value of our shares as soon as possible. I do not
think we can afford to wait any longer. In these last few days,
it is important for you to know:
* The so called "turn-around-plan" that Management has
been constantly trumpeting does not seem to be working.
Coastal continues to incur significant monthly
operating losses, with no end in sight.
* After operating without an investment banker for six
crucial weeks, Management finally engaged one, just
days before the Meeting. I see this as a cynical last-
ditch attempt to seek votes. If Management seriously
intended to seek a transaction that would maximize
shareholder value, they would have brought in an
investment banker a long time ago.
* Management just announced another sale of premium
assets as part of its piece meal sell-off strategy.
Actions speak louder than words. I see no indication
at all that Management is seeking a sale of the entire
company, which would benefit all shareholders.
By voting for my slate of two nominees for the nine member Board,
you will send the following message to Management.
Take PROMPT action to maximize shareholder value!
Give IMMEDIATE consideration to selling Coastal in its
entirety!
Stop talking about pursuing all available alternatives,
WHICH COULD GO ON ENDLESSLY, while management continues
to be compensated handsomely! Who knows what our stock
will be worth if and when management finally chooses a
course of action.
Do whatever is necessary to REDUCE COASTAL'S BURDEN OF
PAYING UP TO $6 MILLION A YEAR to Coastal's three
senior officers, all of whom are Board members, and an
outside consulting firm!
If you have any questions, or need any assistance in voting your
shares, please call our proxy solicitor, Georgeson & Company
Inc., toll-free at 1-800-223-2064.
Sincerely,
Steven M. Scott, M.D.
TOLL-FREE INDEPENDENT PROXYGRAM OPERATORS ARE AVAILABLE TO
ASSIST YOU NOW!!!
1. Call Toll-Free 1-800-521-8450 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect Proxygram
to ID No. 4552, Dr. Steven M. Scott in opposition to the Board
of Directors of Coastal Physician Group, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and
your control number as shown below:
Name: [NA.1]
Broker: [Broker]
Control Number: [Control Num]
Number of Shares: [Num Shares]
If you need assistance in voting, please call our solicitor,
Georgeson & Company Inc., toll-free at 1-800-223-2064.
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
share-holders' meeting held in lieu thereof, and at any and
all adjournments, postponements, rescheduling 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
INSTRUCTION: (To withhold authority to vote for any
individual nominee listed above, check the "FOR" box above
and give that nominee's name to the operator.)
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 giving that nominee's
name to the operator. You 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, give that nominee's name to the operator.
DR. SCOTT RECOMMENDS A VOTE FOR ITEM 2.
2. Dr. Scott's Maximize Value Resolution as more fully
described 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.
