Document 220 : Docket No. 99-14 : Hearing Decision : Bureau of Insurance

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

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and

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Certificate of Service

In Re:

Application of Anthem Health Plan of Maine, Inc. 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-99-14

(CONSOLIDATED)

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CERTIFICATE OF SERVICE

The above signed person hereby certifies that on January 20, 2000, he caused a copy of the following documents to be served by United States mail, first class postage prepaid, on each of the persons listed below.

James Zimpritch, Esq.

Judith Chamberlain, Esq.

Martin Robles, Esq.

William Laubenstein, Esq.

Gregory A. Brodek , Esq. (Maine Health Alliance)

Andrew B. MacLean, Esq. (Thomas D. Hayward, M.D., Maroulla S. Gleaton, M.D., and the Maine Medical Association)

Joseph P. Ditre, Esq. (Consumers for Affordable Health Care Foundation/Coalition)

John Kane, Esq. (Central Maine Healthcare Corporation)

Robert I. Goldman (Maine Council of Senior Citizens)

Bonnie Post (Sacopee Valley Health Center, Regional Medical Center at Lubec, Eastport Health Care, Inc. and the Maine Ambulatory Care Coalition)

John Dieffenbacher-Krall (Maine People’s Alliance)

Donald E. Quigley, Esq.

Kellie P. Miller, M.S., (Maine Osteopathic Association)

Sandra L. Parker, Esq., (Maine Hospital Association)

Edward F. Miller (American Lung Association of Maine)

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

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And

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Associated Hospital Services of Maine d/b/a/ Blue Cross Blue Shield of Maine’s Motion for Confidential Treatment of Portions of Documents Attached to BCBSME’s Summary Of Information Relating To Independence And Experience Of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

In Re:

Application of Anthem Health Plan of Maine, Inc. 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-99-14

(CONSOLIDATED)

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In response to the Superintendent’s Order Establishing Deadlines for Discovery Related to Qualifications of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., BCBSME submitted a memorandum identifying the documents on which BCBSME would rely in support of its contention that Houlihan Lokey Howard & Zukin Financial Advisors, Inc. has the requisite independence and experience to satisfy the criteria set out in 24 M.R.S.A. § 2301(9-D)(I)(2).

Among the documents cited are the engagement letter between BCBSME and Houlihan Lokey Howard & Zukin Financial Advisors, Inc; the presentation made by Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to BCBSME in response to BCBSME’s request for proposal; and certain of BCBSME’s discovery response to the Superintendent’s First Discovery request and the Attorney General’s Second Request. For ease of reference, most of the cited documents are attached to BCBSME’s memorandum.

Houlihan Lokey Howard & Zukin Financial Advisors, Inc. has advised BCBSME that portions of the cited documents are regarded by Houlihan Lokey as proprietary and confidential, the disclosure of which to the public could result in competitive disadvantage or loss of competitive advantage to Houlihan Lokey. The portions of the documents are as follows:

The substantive terms of the engagement letter between Houlihan Lokey and BCBSME. Houlihan Lokey has advised BCBSME that the substantive terms of this engagement are regarded by it as confidential, and that if the information were available to its competitors, its competitors could profit easily by copying portions of the letter into their own engagements, thereby benefiting from the attorney work product reflected in the agreement.

The listing of Houlihan Lokey clients. Houlihan Lokey has advised BCBSME that that it regards its list of clients as confidential and proprietary, and that as a matter of practice it does not publicly disclose its client’s identities without the client’s permission.

The substantive portions of Houlihan Lokey’s proposal to BCBSME. Houlihan Lokey has advised BCBSME that other competitive valuation and consulting firms could gain a competitive advantage against Houlihan Lokey in a bidding environment by understanding how Houlihan Lokey presents itself, its capabilities and its approach to prospective customers.

Because of Houlihan Lokey’s expressed concerns, and in deference to provisions in the BCBSME engagement letter with Houlihan Lokey concerning the confidentiality of Houlihan Lokey reports, BCBSME requests that such information be treated as confidential within the meaning of the Superintendent’s October 19, 1999 protective order.

Date: January 20, 2000

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Robert S. Frank

HARVEY & FRANK

Two City Center

Suite 402

Portland, Maine 04112-0126

(207) 775-1300

Attorneys for Blue Cross Blue Shield