PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY INC
DEFR14A, 1997-11-12
HEALTH SERVICES
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                                  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 |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement            |_| Confidential, for Use of the Com-
                                               mission Only (as permitted by
                                               Rule 14a-6(e)(2))

|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                  Physician Healthcare Plan of New Jersey, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

         |_| No fee required.

         |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
         (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):
         (4) Proposed maximum aggregate value of transaction:
         (5) Total fee paid:

         |X| Fee paid previously with preliminary materials:  $475.42

         |_| 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 no: ________________
         (3) Filing Party: _______________________________________________
         (4) Date filed: _________________________________________________



<PAGE>


                 FORM OF REVISED ADDITIONAL SOLICITING MATERIAL
                           FOR THE LETTERHEAD OF PHPNJ

                               November 13, 1997

Name and Address

Dear Dr. __________:

         I invite you to join me and ___________ on _____________, 1997 at ____
a.m./p.m. for a special presentation by representatives of HMO Blue.

         As you know, PHPNJ's Board of Directors has signed a definitive
agreement with HMO Blue whereby, subject to regulatory and stockholder approval,
HMO Blue will assume the HMO and PPO operations of PHPNJ. After several months
of due diligence and consideration of several proposals with the assistance of
our financial advisors, the Board of Directors determined that the proposal
offered by HMO Blue was the best of the available alternatives.

         Given the low membership in PHPNJ plans, PHPNJ cannot long sustain
itself at the rate at which funds are required to pay expenses and claims
liabilities. The Board believes that the proposed transaction with HMO Blue
helps PHPNJ meet its obligations and preserve its cash to the greatest extent
possible so there is a greater possibility of some funds being available for
distribution to stockholders when PHPNJ finally winds-up its operations.

         In addition to preserving cash, the terms of the proposed transaction
with HMO Blue permit PHPNJ to have up to 140 physicians from the PHPNJ community
on various HMO Blue specialty panels. PHPNJ physicians will also be appointed to
certain committees of HMO Blue and Blue Cross Blue Shield of New Jersey, Inc.,
and a PHPNJ nominee will be appointed to the Board of HMO Blue's parent company.
We feel that this substantial representation will help keep alive PHPNJ's
philosophy of physician directed managed care.

         The other proposals considered by the Board raised significant
uncertainties concerning value, continued physician involvement and other
issues. We believe none presented the possibilities which an alliance between
PHPNJ physicians and the major health care insurer in the State holds in this
period of great change and even greater evolution of managed care in New Jersey,
and we look forward to discussing this with you at our meeting with HMO Blue.


<PAGE>


         I hope that you will be able to attend our meeting on _____________,
1997. Please contact Kim Richardson at 973-466-5615 to respond to this
invitation.

   
         By now you should have received from PHPNJ a definitive proxy
statement and a proxy form relating to a special meeting of stockholders to be
held on December 9, 1997. We urge you to sign, date, and return your proxy form
as soon as possible. Your vote is very important.
    

                                       Very truly yours,


                                       Joseph D. Billotti, M.D.
                                       Chairman



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