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STATE OF MAINE

DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION

BUREAU OF INSURANCE

IN RE: APPLICATION OF ASSOCIATED )

HOSPITAL SERVICE OF MAINE, )

d/b/a BLUE CROSS AND BLUE )

SHIELD OF MAINE, TO CONVERT )

TO A STOCK INSURER AND )

VOLUNTARILY LIQUIDATE AND )

DISSOLVE )

Docket No. INS 99-

IN RE: APPLICATION OF ANTHEM )

HEALTH PLAN OF MAINE, INC., ) APPLICANTS' JOINT MOTION IN

TO ACQUIRE TO ACQUIRE THE ) SUPPORT OF "PROPOSED

ASSETS OF ASSOCIATED HOSPITAL ) NOTICE OF PENDING

SERVICE OF MAINE, d/b/a BLUE ) PROCEEDING AND

CROSS AND BLUE SHIELD OF MAINE, ) PREHEARING CONFERENCE"

AND RELATED TRANSACTIONS )

Docket No. INS 99-

INTRODUCTION

In Docket No. INS 99-XX, Associated Hospital Service of Maine d/b/a Blue Cross and Blue Shield of Maine ("BCBSME"), a Maine non-profit hospital and medical service organization, seeks approval of the following:

its plan of conversion to a domestic stock insurer pursuant to 24 M.R.S.A. §2301(9-D);

its plan to liquidate and dissolve pursuant to 24-A M.R.S.A. § 3484; and

its agreement to reinsure its business in force with Anthem Health Plan of Maine, Inc. (d/b/a Anthem Blue Cross Blue Shield of Maine) ("Anthem BCBSME"), a subsidiary of Anthem Insurance Companies, Inc. ("Anthem"), pursuant to 24-A M.R.S.A. § 3483.

In a related filing, in Docket No. INS 99-YY, Anthem and Anthem BCBSME have filed for approval of:

the establishment of Anthem BCBSME as a Maine domestic stock health insurer and the issuance to it of a Certificate of Authority to transact insurance in this State pursuant to 24-A M.R.S.A. § 404-413; and

the acquisition by Anthem, through Anthem BCBSME, of the business and assets of BCBSME (the "Acquisition"), including the transfer of its licenses and permits and its stock interests in its two HMO subsidiaries, pursuant to 24-A M.R.S.A. § 222 & 3476 and all other applicable law.

For the reasons set forth below, the Applicants move for the Superintendent's prompt approval of, and order for the Applicants to publish, the Notice of Pending Proceeding and Prehearing Conference attached hereto as Exhibit A. The Notice strictly complies with Rule 8(B) of Bureau of Insurance Rule Chapter 350 (the "Bureau Rules") and serves the purposes of

  1. advising interested persons of their right to intervene,
  2. scheduling a prehearing conference,
  3. informing the public of the jurisdictional and statutory basis for this proceeding, and
  4. providing a description of the proposed Acquisition and related transactions.

The overall purpose of the proposed notice is to commence these proceedings, and the public participation in them, as soon as possible.

DISCUSSION

Superintendent's Authority

Rule 8(B) of the Bureau Rules provides:

The Superintendent may in his discretion give notice of the filing of an application in cases where … a hearing has not yet been scheduled. This notice may be given for purposes of advising persons of their rights to intervene in a pending matter, scheduling a prehearing conference or for any other purpose he deems appropriate, and may contain such information as he deems relevant to its purpose.

Given

  1. the absence of a hearing date yet for this proceeding,
  2. the importance of the Acquisition and related transactions to the people of Maine, as BCBSME is Maine's largest health insurer, and
  3. the need to inform interested parties of this proceeding and to encourage early participation by interested parties, it is appropriate that the Superintendent exercise his discretion to issue a notice of pending proceeding as soon as possible. A proposed Notice of Pending Proceeding and Prehearing Conference is attached hereto as Exhibit A.

Intervention

Although the Notice establishes a deadline for applications for intervention, the Applicants would propose this deadline to apply only to applications to be considered at the prehearing conference. The Notice makes clear, in compliance Bureau Rule 8 and 5 M.R.S.A. § 9052, that an additional period for intervention by subscribers and other qualified intervenors will be allowed after a hearing date is set.

The purpose of the Notice of Proceeding intervention deadline is to have all qualified intervenors admitted as soon as possible, in order to promote the efficiency of the proceeding and make clear to all parties the procedural rules that will govern participation. For example, the Applicants want to avoid procedural and logistical difficulties created by parties who intervene in the proceeding well after discovery has commenced. For that reason, the Applicants request the establishment of a first deadline for application for intervention prior to the prehearing conference, so the Applicants can respond to those requests; the Superintendent can rule on them at the prehearing conference; and as many parties as possible will be involved before discovery begins and any specific procedural orders are set.

Procedural Motions

As the Superintendent is aware, this will be a complex proceeding involving many issues. In order to have an efficient and orderly proceeding, Anthem and BCBSME suggest that it may be helpful to set forth the procedural guidelines that will govern the proceeding. In support of that goal, the parties may wish to suggest that certain procedures be followed during the proceeding. To allow review of, and rulings on, any such procedural motions at the prehearing conference, the Proposed Notice seeks to establish a deadline prior to the prehearing conference for filing procedural motions.

Prehearing Conference

The Proposed Notice seeks to establish a date for a prehearing conference. The Applicants request a date for the prehearing conference as soon as possible, to promote smooth and efficient administration of this proceeding from the earliest date. In furtherance of that goal, and to prevent the possible confusion described above with respect to late-arriving intervenors, the major purposes of the prehearing conference will be to rule on applications for intervention and establish procedures to govern the remainder of the proceedings.

CONCLUSION

To promote both early participation by interested parties and efficient administration of this proceeding, the Applicants respectfully request that the

Superintendent order them to publish a Notice of Pending Proceeding and Prehearing Conference in the form attached hereto as Exhibit A.

DATED: September 15, 1999

James B. Zimpritch, Esq.
Catherine R. Connors, Esq.
Attorneys for Anthem Insurance Companies, Inc.
PIERCE ATWOOD
One Monument Square
Portland, ME 04101
(207) 791-1100

Robert S. Frank, Esq.
Attorney for Blue Cross and Blue Shield of Maine
HARVEY & FRANK
Two City Center, Fourth Floor
Portland, Maine 04101
(207) 775-1300