Skip Maine state header navigation
EXHIBIT A
LEGAL ADVERTISEMENT
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.,
TO ACQUIRE TO ACQUIRE THE ASSETS
OF ASSOCIATED HOSPITAL SERVICE
OF MAINE, d/b/a BLUE CROSS AND
BLUE SHIELD OF MAINE,
AND RELATED TRANSACTIONS
Docket No. INS 99-
NOTICE OF PENDING PROCEEDING
AND PREHEARING CONFERENCE
I. Pending Proceeding
Pursuant to Bureau of Insurance Rule 350, Section (8)(B), notice is hereby given of the filing of an application by 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, seeking approval of the following:
In a related filing, in Docket No. INS 99-YY, Anthem and Anthem BCBSME have filed for approval of:
Specifically, Anthem will incorporate and seek a Certificate of Authority for a domestic health insurer in Maine, Anthem BCBSME. Anthem BCBSME will be a wholly owned subsidiary of Anthem East, Inc., which, in turn, is a wholly owned stock subsidiary of Anthem. Pursuant to the Asset Purchase Agreement between Anthem and BCBSME dated as of July 13, 1999 (the "Asset Purchase Agreement"), Anthem BCBSME will assume substantially all obligations and liabilities of BCBSME, excluding
Pursuant to 5 M.R.S.A. § 194-A(5) and 24 M.R.S.A. § 2301(9-D), BCBSME will convert to a stock insurer, whereupon BCBSME will sell and assign, and Anthem BCBSME will purchase and assume, all insurance contracts of BCBSME in force at the Closing, together with all operating assets of BCBSME, including the stock of its subsidiaries and its investments in affiliates, used in the operation of its business. The Assets to be acquired include BCBSME's ownership of 50% of the common voting stock of each of Maine Partners and Central Maine Partners. Immediately after the Closing, the policy and contract holders of BCBSME, Maine Partners, and Central Maine Partners will become policy or contract holders of Anthem BCBSME, without any break in continuity of benefits and services. At Closing, Anthem BCBSME will acquire BCBSME's (and, indirectly, Maine Partners' and Central Maine Partners') then-existing network of physicians and other providers who will continue to provide service to policy and contract holders.
The Acquisition does not include the purchase of Patriot Mutual Insurance Company, d/b/a Blue Alliance Mutual Insurance Company ("Patriot Mutual"), and its subsidiary, Patriot Life Insurance Company (together, "Patriot"). However, if requested by Patriot, Anthem BCBSME will continue to provide management and administrative support services to Patriot for at least two (2) years after the closing under the existing agreements between Patriot and BCBSME. In addition, Anthem BCBSME will acquire from Patriot its 43% ownership interest in Machigonne, Inc., a Maine corporation, which, combined with BCBSME's existing 57% ownership interest, will result in Anthem BCBSME's ownership of all of Machigonne, Inc.
Upon the closing of the Acquisition, BCBSME shall liquidate and dissolve. Then, pursuant to 5 M.R.S.A. § 194-A(5), the net cash proceeds of the asset sale that are paid to BCBSME, after payment of BCBSME's remaining obligations and expenses, will be dedicated to an independent charitable trust (the "Trust") to be established by BCBSME in accordance with a charitable trust plan that must be approved by the Superior Court in a proceeding in which the Superintendent has the right to intervene. The anticipated role of the Trust is to fund programs having purposes consistent with 5 M.R.S.A. § 194-A(5)(B)(2), provided that, for a period of ten (10) years, neither the Trust nor BCBSME competes with the Applicant.
This proceeding will be conducted according to the provisions of the Maine Administrative Procedure Act, 5 M.R.S.A. chapter 375, subchapter 4; 24-A M.R.S.A § 229-236; and Bureau of Insurance Rule Chapter 350.
II. Prehearing Conference
Pursuant to Bureau of Insurance Rule 350, Sections (8)(B) and (11)(B), notice is hereby given that the Superintendent will hold a prehearing conference in the above-captioned matter on October , 1999, at a.m. in the Conference Room at the Maine Bureau of Insurance, 124 Northern Avenue, Gardiner, Maine. The general purpose of the prehearing conference is to consider the current procedural status of the applications and the procedures to be utilized in conducting the proceeding. In particular, the Superintendent will address at the prehearing conference the following:
III. Procedural Motions
Any party to the proceeding or any applicant for intervention may make a motion that certain procedures be followed in the administration of this proceeding, as long as such procedures are in accordance with applicable law, as cited above. In order to be considered and ruled on by the Superintendent at the prehearing conference, all such motions must be received by the Superintendent no later than 5:00 p.m. on October , 1999.
IV. Intervention
All timely filed applications to intervene in this proceeding will be entertained at the prehearing conference.The Superintendent hereby orders that the deadline for submitting applications to intervene prior to the prehearing conference is , 1999, although an additional opportunity to intervene will be given once the hearing date is set. Late applicants will not be permitted to intervene without a compelling showing of good cause.
Applications for intervention as of right pursuant to 5 M.R.S.A. § 9054(1) shall contain a statement explaining how the applicant is or may be, or is a member of a class that is or may be, substantially and directly affected by the proceeding or identifying the applicant's status as an agency of federal, state, or local government. Applications for permissive intervention pursuant to 5 M.R.S.A. § 9054(2) shall contain a statement explaining the applicant's interest in the proceeding.
* * *
Procedural motions and applications for intervention should be:
The Department of Professional and Financial Regulation does not discriminate on the basis of disability in admission to, access to or operation of its programs, services or activities. Individuals in need of auxiliary aid for effective communication in this prehearing conference are invited to make their needs and preference known to the Superintendent sufficiently in advance of the conference so that appropriate arrangements can be made.
DATED: ____________________________
ALESSANDRO A. IUPPA
Superintendent of Insurance