Coastal Physician Group, Inc. Discloses Corporate Realignment Strategy; Responds to News Release Issued by Board Member.DURHAM, N.C.--(BUSINESS WIRE)--July 9, 1996--The Board of Directors of Coastal Physician Group, Inc. (NYSE NYSE See: New York Stock Exchange :DR) yesterday approved a comprehensive financial and strategic plan to re-focus on its core operations and to divest certain operating units operating unit A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon in order to maximize shareholder value as well as to address its debt service requirements. These actions follow an exhaustive study of alternatives in conjunction with Morgan Stanley "We intend to exit the ownership of clinical operations and other non-strategic assets in order to realize the benefits of operational improvements now underway in our core businesses. We will focus primarily on our hospital-based contract services and billing businesses, where Coastal has held a market leadership position, has demonstrated expertise and can deliver added value Added value in financial analysis of shares is to be distinguished from value added. Used as a measure of shareholder value, calculated using the formula:
Morgan Stanley and other investment banking firms will begin to actively market selected assets, including the company's clinical operations in Florida, Maryland, New Jersey and North Carolina North Carolina, state in the SE United States. It is bordered by the Atlantic Ocean (E), South Carolina and Georgia (S), Tennessee (W), and Virginia (N). Facts and Figures Area, 52,586 sq mi (136,198 sq km). Pop. , its Preferred Provider Organization pre·ferred provider organization n. Abbr. PPO A medical insurance plan in which members receive more coverage if they choose health care providers approved by or affiliated with the plan. (PPO PPO abbr. preferred provider organization PPO Managed care Preferred provider organization, see there Infectious disease Pleuropneumonia-like organism, see there ) in North Carolina, and its New York-based prepaid health services health services Managed care The benefits covered under a health contract plan for Medicaid recipients. "The business mix emerging after the sale of certain assets should provide the best platform for improving shareholder value, and should constitute a solid foundation for restoring the company's health and future growth prospect," Piemont continued. "These actions serve the best interests of shareholders and other major stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. by paying close attention to the company's operations and financial performance as we move forward, as well as generating funds to satisfy our obligations over the next twelve months. "Each of the businesses to be marketed for sale are substantial participants in their respective markets, and have already attracted numerous potential buyers. We are committed to a careful and thoughtful implementation of this divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). initiative, and to ensure proper communication and understanding with employees, customers and regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. while we consider all reasonable options to maximize shareholder value," Piemont concluded. Paralleling this divestiture process, executive management with the support of the business turnaround services unit of Price Waterhouse LLP LLP - Lower Layer Protocol will continue the aggressive revitalization re·vi·tal·ize tr.v. re·vi·tal·ized, re·vi·tal·iz·ing, re·vi·tal·iz·es To impart new life or vigor to: plans to revitalize inner-city neighborhoods; tried to revitalize a flagging economy. program underway in Coastal's operations, with a view toward returning to sustainable cash flow and profitability. Management believes that Coastal's current core competencies and critical mass reside in hospital-based contract services, government and correctional services, billing and account receivables account receivable Any amount owed to a business as the result of a purchase of goods or services from it on a credit basis. Although the firm making the sale receives no written promise of payment, it enters the amount due as a current asset in its books. management services and its Southeastern managed care operations. These businesses represent the most likely opportunities for delivering sustained value to the company's customers and shareholders. As part of its effort to refine the corporate and business unit infrastructure, management anticipates that it may need to take charges in either the third or fourth quarter to cover expenses stemming from the reorganization. The company is not able to provide details at this time. Additionally, in response to a news release issued today by Dr. Steven M. Scott, a Coastal director and shareholder, Dr. Jacque J. Sokolov, the company's chairman, stated: "Having been rebuffed in repeated board votes, Dr. Scott is now seeking to regain operating control of the company. His new claim to be devoted to the cause of maximizing shareholder value should, however, be examined skeptically. "Under Dr. Scott's personal leadership, Coastal spent approximately $200 million worth of capital over the past several years, and also experienced a more than 70% decline in market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. during the 18 months prior to his being placed on leave at the end of May 1996. Until today, despite his participation in numerous board level discussions of strategic direction, Dr. Scott has never suggested or expressed any interest in exploring a sale of the company. "As demonstrated by the July 8, 1996 adoption of management's recommendation, based on Morgan Stanley's analysis, to immediately seek to arrange sales of targeted assets and return the focus to its core operations, Coastal's board is strongly committed to maximizing shareholder value and intends to aggressively pursue all steps necessary to achieve this goal," Dr. Sokolov concluded. Coastal Physician Group, Inc. is a diversified physician management company providing a broad range of health care and administrative services to physicians, hospitals, employers, managed care programs and other health care providers. Forward-looking Information or Statements: All forward-looking information or statements contained in this release are based on management's current knowledge of factors, all with inherent risks and uncertainties, affecting Coastal's businesses and corporate actions. Significant risk factors, while not comprehensive, include the following: the possibility of increasing price competition; the possibility of poor accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying collection experience; the possibility of increased medical expenses due to increased utilization; the possibility that the company is not able to improve operations or execute its divestiture strategy as planned. Investors should review other risks and uncertainties contained in company documents filed with the Securities and Exchange Commission. Certain Additional Information: Coastal Physician Group, Inc. will be soliciting proxies to elect directors at its 1996 Annual Meeting of Stockholders. The following individuals may be deemed participants in such solicitations of proxies: Jacque J. Sokolov, M.D.; Robert V. Hatcher, Jr.; Stephen D. Corman; John P. Mahoney, M.D.; Richard Janeway, M.D.; Norman H. Chenven, M.D.; Joseph G. Piemont; Dennis I. Simon; and Bettina M. Whyte. As of February 29, 1996, Dr. Sokolov is the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 83,423 shares of the company's common stock; Hatcher is the beneficial owner of 12,653 shares of the company's common stock; Corman is the beneficial owner of 10,138 shares of the company's common stock; Dr. Mahoney is the beneficial owner of 8,295 shares of the company's common stock; and Dr. Janeway is the beneficial owner of 6,503 shares of the company's common stock. Simon and Whyte are employees of Price Waterhouse LLP and have been appointed by agreement of Price Waterhouse and Coastal to be Plan Managers of the company's revitalization plan. In connection with such agreement, the company has agreed to pay Price Waterhouse $70,000 per month for the services of the Plan Managers, and $46,400 per month for any additional Price Waterhouse personnel that may provide services under the agreement. The company also granted Price Waterhouse an option to purchase 50,000 shares of Coastal common stock at a price of $7 7/8, which has not yet vested, and a separate option to purchase up to 50,000 shares of company common stock, which will vest at a rate of 10,000 shares each month for five months commencing May 15, 1996, at a strike price equal to the average closing price of the common stock on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. for the first ten trading days of each month prior to the vesting Vesting The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account. Notes: date. Steven M. Scott, M.D., Bertram E. Walls, M.D. and John A. Hemingway are also directors of Coastal, but are not expected to solicit proxies on behalf of the company. CONTACT: Coastal Physician Group, Inc., Durham Robert P. Borchert, 919/383-0355 or MacKenzie Partners, Inv. Daniel H. Burch, 212/929-5500 |
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