March 7, 2000
VIA HAND DELIVERY
Alessandro A. Iuppa
Superintendent of Insurance
c/o Lyndy Morgan
Docket No. INS-99-14
Maine Department of Professional & Financial Regulation
Bureau of Insurance
124 Northern Avenue
Gardiner, Maine 04345
Re: Anthem / Blue Cross Blue Shield of Maine: Bulk Reinsurance Agreement
Dear Superintendent Iuppa:
Pursuant to Item 7 of the Order on Completeness dated February 25, 2000, I enclose the
Bulk Reinsurance Agreement, Bill of Sale, and Assumption of Liabilities (the
"Agreement"). As the Order requires, the Agreement has been changed to reflect
the proper parties. The amended Agreement replaces in its entirety the Bulk Reinsurance
Agreement originally filed at Tab 4 of the Original Consolidated Filing dated September
15, 1999.
Please let me know if I can be of further assistance in this matter.
Very truly yours,
James B. Zimpritch
Enclosures
cc: Robert S. Frank, Esq. (via hand delivery)
Judith Chamberlain, Esq. (via hand delivery)
William Laubenstein, Esq. (via hand delivery)
Michele M. Garvin, Esq. (via email)
Gordon H. Smith, Esq. (via email)
Gregory A. Brodek, Esq. (via email)
Joseph P. Ditre, Esq. (via email)
Robert I. Goldman (via email)
Bonnie Post (via email)
John Dieffenbacher-Krall (via email)
Donald E. Quigley, Esq. (via email)
Sandra L. Parker, Esq. (via email)
Kellie P. Miller, M.S. (via email)
Edward Miller (via email)
BULK REINSURANCE AGREEMENT, BILL OF SALE
AND ASSUMPTION OF LIABILITIES
THIS BULK REINSURANCE AGREEMENT, BILL OF SALE AND ASSUMPTION OF
LIABILITIES (this "Agreement") is made and entered into as of the ___ day of
______________________, 2000, by and between AHS LIQUIDATING CORP., formerly known as
Associated Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine
("AHS"), and ANTHEM HEALTH PLANS OF MAINE, INC., a Maine corporation
("ABCBS-ME").
RECITALS
WHEREAS, AHS and Anthem Insurance Companies, Inc.
("Anthem") are parties to an Asset Purchase Agreement dated as of July 13, 1999
(the "Purchase Agreement"); and
WHEREAS, ABCBS-ME is the nominee and an indirect subsidiary of
Anthem; and
WHEREAS, pursuant to the Purchase Agreement, AHS has agreed to sell
the Assets and assign the Assumed Liabilities (as those terms are defined below) to
ABCBS-ME, and ABCBS-ME has agreed to purchase the Assets and accept the Assumed
Liabilities from AHS; and
WHEREAS, pursuant to 24.A M.R.S.A. Section 3484, AHS has filed a
plan of dissolution with the Maine Superintendent of Insurance (the "Plan of
Dissolution"), which Plan of Dissolution provides for the disposition by bulk
reinsurance of all of AHS’s insurance in force to ABCBS-ME and the full discharge by
ABCBS-ME of all obligations therefor, all in accordance with 24.A M.R.S.A. Section 3483;
and
WHEREAS, the transactions contemplated by the Purchase Agreement
are being consummated on the date hereof, and this Agreement is required for the purpose
of documenting the transfer of the Assets and the Assumed Liabilities, and the disposition
by bulk reinsurance of all of AHS’s insurance in force, to ABCBS-ME.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits to be
received by the respective parties hereto, and the mutual covenants, conveyances, grants,
and agreements herein contained, to be kept and performed, AHS and ABCBS-ME covenant and
agree, each with the other, as follows:
1. DEFINITIONS
1.1. Transferred Policies. The Transferred Policies
are all of the insurance policies and health care benefit contracts issued under any
health plan that is sponsored, underwritten or administered by AHS, which policies and
contracts have been issued by AHS to its policyholders on or before, and are in effect on,
the Transfer Date and are transferable under Maine law, as applicable.
1.2. Transfer Date. The Transfer Date is the date hereof,
which is the Closing Date of the Purchase Agreement.
1.3. Other. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase Agreement.
2. ASSUMED LIABILITIES
2.1. Assignment. Subject to the terms and
conditions of this Agreement, effective as of the Transfer Date, AHS agrees to and does
hereby convey, transfer and assign to ABCBS-ME, and ABCBS-ME agrees to and does hereby
assume from AHS, the Assumed Liabilities. AHS agrees to execute such additional documents
and instruments and take such additional actions as may be necessary or desirable to
evidence or effectuate the foregoing assignment.
2.2. Acceptance. Subject to the terms and
conditions of this Agreement, effective as of the Transfer Date, ABCBS-ME does hereby
accept the foregoing assignment, conveyance and transfer and agrees to perform, observe,
and discharge all of the duties, obligations and undertakings of AHS under the Assumed
Liabilities. ABCBS-ME agrees to execute such additional documents and
instruments and take such additional actions as may be necessary or desirable to evidence
or effectuate the acceptance and assumption of the foregoing assignment.
3. ENTIRE INTEREST IN ASSETS
3.1. Assignment. Effective as of the Transfer
Date, AHS does hereby assign, convey and transfer to ABCBS-ME all right, title and
interest of AHS in and to the Assets, to have and to hold the same subject to any and all
obligations, liabilities, claims, liens, encumbrances, charges and duties, of whatever
nature, of AHS (other than Excluded Liabilities). AHS agrees to execute such additional
documents and instruments and take such additional actions as may be necessary or
desirable to evidence or effectuate the foregoing assignment.
3.2. Acceptance. Subject to the terms and
conditions of this Agreement, effective as of the Transfer Date, ABCBS-ME does hereby
accept the foregoing assignment, conveyance and transfer of the Assets and agrees to
assume and to perform, observe, discharge and pay promptly when due, any and all
obligations, liabilities, claims, liens, encumbrances or charges, of whatever nature,
which may be attached to or arise out of the Assets, or which may arise and accrue from
and after the Transfer Date (other than Excluded Liabilities). ABCBS-ME agrees to execute
such additional documents and instruments and take such additional actions as may be
necessary or desirable to evidence or effectuate the acceptance and assumption of the
foregoing assignment.
3.3. Power of Attorney. AHS hereby irrevocably makes,
constitutes and appoints ABCBS-ME the true and lawful attorney of AHS, with full power of
substitution, for and in the name and stead of AHS but at the expense and on behalf and
for the benefit of ABCBS-ME, to demand and receive from time to time any and all property,
tangible and intangible, constituting any of the Assets and to give receipts and releases
for and in respect of the same and any part thereof and, from time to time, to institute
and prosecute in the name of AHS, but at the expense and for the benefit of ABCBS-ME, any
and all proceedings at law, in equity or otherwise, which ABCBS-ME may deem proper to
collect, assert or enforce any claim, right or title of any kind in respect of any of the
Assets and to defend and compromise any and all actions, suits or proceedings hereafter
instituted in respect of any of the Assets and to do all such acts and things in relation
to the Assets as ABCBS-ME shall deem desirable, except in all cases as otherwise
contemplated by the Purchase Agreement.
4. TRANSFERRED POLICIES
4.1. Assignment. Subject to the terms and conditions of this
Agreement and the provisions of 24.A M.R.S.A. Section 3483, and with the approval of the
Maine Superintendent of Insurance, effective as of the Transfer Date, AHS agrees to and
does hereby convey, transfer and assign to ABCBS-ME, and ABCBS-ME agrees to and does
hereby assume from AHS, the Transferred Policies. AHS agrees to execute such additional
documents and instruments and take such additional actions as may be necessary or
desirable to evidence or effectuate the foregoing assignment.
4.2. Acceptance. Subject to the terms and
conditions of this Agreement and the provisions of 24.A M.R.S.A. Section 3483, and with
the approval of the Maine Superintendent of Insurance, ABCBS-ME does hereby accept the
foregoing assignment, conveyance and transfer and agrees to perform, observe, and
discharge all of the duties, obligations and undertakings of AHS under the Transferred
Policies, including liability for loss or damage occurring under the Transferred Policies
in accordance with the original terms thereof. ABCBS-ME shall be entitled to any and all
rights, defenses, offsets, counterclaims, crossclaims and actions on the Transferred
Policies that are now or would have been available to AHS had this Agreement not been
made. It is expressly provided that, by executing this Agreement, no such rights,
defenses, offsets, counterclaims, crossclaims, or actions are or will be waived, but the
same are expressly preserved, and ABCBS-ME shall be duly subrogated thereto whether the
same are now known to exist or may hereafter be discovered. ABCBS-ME agrees to execute
such additional documents and instruments and take such additional actions as may be
necessary or desirable to evidence or effectuate the acceptance and assumption of the
foregoing assignment.
4.3. Certificate of Assumption. If required by the Maine
Superintendent of Insurance, ABCBS-ME shall duly issue a Certificate to each policyholder
and/or legal owner of a Transferred Policy evidencing the assumption of liability
undertaken in Sections 4.1 and 4.2. The Certificate shall be substantially in the form of Exhibit
A attached hereto.
4.4. Premiums, Property of ABCBS-ME. All premiums
and other receipts on the Transferred Policies or otherwise received after the Transfer
Date shall be the sole property of ABCBS-ME, and AHS shall have no right, title or
interest therein.
4.5. Collection and Endorsement of Receivables. ABCBS-ME
shall have the right and authority to collect for its account all receivables and other
items which shall be transferred by AHS to ABCBS-ME and to endorse, without recourse and
without warranties of any kind, the name of AHS on any checks or other evidences of
indebtedness received by ABCBS-ME on any of the Transferred Policies.
5. GENERAL PROVISIONS
5.1. Severable Terms. The invalidity or unenforceability
of any term or provision in this Agreement shall not affect the validity or enforceability
of any other term or provision of this Agreement.
5.2. Waiver. Waiver of a breach of any provision of this
Agreement shall not be deemed a waiver of any other breach of the same or a different
provision.
5.3. Amendment. This Agreement may be amended only by the
mutual written consent of the parties.
5.4. Headings. Headings are solely for convenience and
shall not be used in interpreting the text of this Agreement.
5.5. Construction. This Agreement shall be construed and
administered in accordance with the laws of the State of Maine.
5.6. Purchase Agreement. This Agreement is subject to all
of the terms and conditions of the Purchase Agreement, which shall prevail in the event of
a conflict between the provisions hereof and the provisions thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement by
their duly authorized officers.
| AHS LIQUIDATING CORP. |
|
ANTHEM HEALTH PLANS OF MAINE, INC. |
| By:
Title: |
|
By:
Title: |
Anthem.BCBS.sjs.Amended Bulk Reinsurance Agreement 022800.doc
EXHIBIT A
ANTHEM HEALTH PLANS OF MAINE, INC.
CERTIFICATE
Effective Date: _____________________, ____
THIS IS TO CERTIFY that, pursuant to the terms of an Bulk
Reinsurance Agreement dated _________________, ____, Anthem Health Plans of Maine, Inc.
d/b/a Anthem Blue Cross Blue Shield of Maine ("ABCBS-ME"), a Maine insurance
corporation licensed to write accident and health insurance, has assumed all liability for
the medical and health benefits provided by your insurance policy or health care benefit
contract and all endorsements thereto (herein called the "Policy") issued by
Associated Hospital Service of Maine, formerly doing business as Blue Cross and Blue
Shield of Maine ("BCBS-ME").
All of the terms, conditions and provisions of the Policy issued to you
by BCBS-ME remain unchanged and in full force and effect except that ABCBS-ME has become
the responsible party and has assumed all liability under the Policy for medical and
health benefits.
ABCBS-ME conducts its operations from the same offices and with the
same phone numbers as those previously used by BCBS-ME. Accordingly, all premium payments,
requests for service, claims, notices or other inquiries should be made to ABCBS-ME at the
same address and same phone numbers as you currently use with BCBS-ME.
By making your next premium payment to ABCBS-ME, you consent to
ABCBS-ME becoming the issuer of the coverages under your Policy in substitution of
BCBS-ME.
IN WITNESS WHEREOF, ABCBS-ME has caused this Certificate of
Assumption to be executed and attested to be effective ______________________, ______.
ANTHEM HEALTH PLANS OF MAINE, INC.
By:
By:
THIS CERTIFICATE BECOMES A PART OF AND SHOULD BE ATTACHED TO YOUR
POLICY.
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on March 7, 2000 a copy of the Amended Bulk
Reinsurance Agreement, Bill of Sale, and Assumption of Liabilities was served by
electronic mail, or, where indicated, by hand delivery, on each of the persons listed
below.
| Robert S. Frank, Esq. (hand delivery)
Harvey & Frank
Two City Center
P.O. Box 126
Portland, Maine 04112
e-mail: frank@harveyfrank.com
(Blue Cross/Blue Shield of Maine) |
John Dieffenbacher-Krall Executive Director
Maine People’s Alliance
192 State Street
Portland, Maine 04101
e-mail: MPA@gwi.net
(Maine People’s Alliance) |
| Judith Chamberlain, Esq. (hand delivery) State
of Maine
Department of the Attorney General
6 State House Station
Augusta, Maine 04333-0006
e-mail: judy.chamberlain@state.me.us
(Bureau of Insurance) |
Gordon H. Smith, Esq. Maine Medical
Association
30 Association Drive
P.O. Box 190
Manchester, Maine 04351
e-mail: gsmith@ctel.net
(Thomas D. Hayward, M.D.,
Maroulla S. Gleaton, M.D.,
And the Maine Medical Association) |
William H. Laubenstein, Esq. (hand delivery)
State of Maine
Department of the Attorney General
6 State House Station
Augusta, Maine 04333-0006
e-mail: bill.laubenstein@state.me.us
(Office of the Attorney General) |
Sandra L. Parker, Esq.
Attorney for MHA, Inc.
150 Capitol Street
Augusta, Maine 04330
e-mail: sparker@themha.org
(MHA, Inc.) |
Gregory A. Brodek, Esq. Duane, Morris &
Heckscher, LLP
15 Columbia Street, 4th Floor
Bangor, Maine 04401-6355
e-mail: gabrodek@duanemorris.com
(Maine Health Alliance) |
Kellie P. Miller, M.S. Executive Director
Maine Osteopathic Association
693 Western Avenue
Manchester, Maine 04351
e-mail: meosteo@mint.net
(Maine Osteopathic Association) |
Joseph P. Ditre, Esq. Consumer Health Law
Program
One Weston Court, Level One
P.O. Box 2490
Augusta, Maine 04338-2490
e-mail: jditre@mainecahc.org
(Consumers for Affordable Health Care Foundation/Coalition) |
Donald E. Quigley, Esq. General Counsel
465 Congress Street, Suite 600
Portland, Maine 04101-3537
e-mail: quigld@mail.mmc.org
(Maine Medical Center) |
Michele M. Garvin, Esq. Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
e-mail: Mgarvin@Ropesgray.com
(Central Maine Healthcare Corporation; Central Maine Partners Health
Plan)
|
| Edward Miller Executive Director
American Lung Association of Maine
122 State Street
Augusta, Maine 04330
e-mail: emiller@mainelung.org
(American Lung Association of Maine) |
| Robert I. Goldman Maine Council of Senior
Citizens
27 Bowery Beach Road
Cape Elizabeth, Maine 04107
e-mail: Rgoldma1@maine.rr.com
(Maine Council of Senior Citizens) |
Bonnie Post Executive Director of the Maine
Ambulatory Care Coalition
P.O. Box 390
Manchester, Maine 04351
e-mail: bdpmacc@mint.net
(Sacopee Valley Health Center, Regional Medical Center at Lubec,
Eastport Health Care, Inc., and the Maine Ambulatory Care Coalition) |
DATED: March 7, 2000
_____________________________
James B. Zimpritch, Esq.
Jeffrey M. White, Esq.
Catherine R. Connors, Esq.
PIERCE ATWOOD
One Monument Square
Portland, Maine 04101
(207) 791-1100
Attorneys for Anthem Insurance Companies, Inc.
Anthem.BCBS.sjs.Amended Bulk Reinsurance Agreement 022800.doc
