Document 422 : Docket No. 99-14 : Hearing Decision : Bureau of Insurance

NON-CONFIDENTIAL

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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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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ANTHEM INSURANCE COMPANIES, INC.’S RESPONSE TO SECOND DISCOVERY REQUEST OF THE CONSUMER INTERVENORS

February 22, 2000

NON-CONFIDENTIAL

Applicants, Anthem Insurance Companies, Inc., on behalf of its subsidiary to be formed, Anthem Health Plans of Maine, Inc., d/b/a Anthem Blue Cross and Blue Shield (collectively "Anthem"), hereby responds to the Second Discovery Request of the Consumer Intervenors, dated February 4, 2000, as follows:

The following responses by Anthem are subject to the objections filed by Anthem on February 16, 2000. To the extent that any additional responsive documents are located in the future, Anthem reserves its rights to object to producing such documents to the extent covered by the attorney-client and or work product privileges.

Please provide all documents related to financial projections developed by or for the applicants since July 13, 1999 that take into account changes in and/or anticipated changes in enrollment.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

In its First Supplement to the Initial Consolidated Filing, Anthem submitted pro forma income statements through 2003 for the to-be-formed Anthem Health Plans of Maine, Inc.. See Document No. AN-02051. Anthem also supplied the assumptions for the pro formas in response to question no. 8 from the First Discovery Request of the Attorney General. See Document No. AN-02567. Anthem also understands that BCBSME will undertake to update its financial forecasts, which will reflect events that occurred subsequent to the signing of the Asset Purchase Agreement. To the extent the request seeks information beyond this, the request seeks information that is irrelevant to this proceeding; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

Please provide all documents related to AN 02051 (Anthem Pro Forma). Please state in detail Anthem’s assumptions in pro forma (AN 02051) for each of the line items (rows) for each of the calendar years (columns).

Response:

Please see the Confidential Version of Anthem’s Response to First Discovery Request of the Attorney General, question no. 8.

Please explain in detail the factors Anthem considered that would account for a projected loss of over 72,000 insureds not counting BCBSME’s ASO lives (over 96,000 counting BCBSME’s ASO lives) between July 1999 and December 1999?

Response:

Anthem relied on the enrollment projections prepared by BCBSME and provided by Solomon Smith Barney as part of the due diligence process. Anthem considered the enrollment losses projected for the year 1999 to be reasonable in light of the enrollment losses BCBSME experienced during 1998 and early 1999, the magnitude of the rate increases being projected for 1999 and, and the competitive healthcare environment existing in Maine.

Please provide all documents related to the state employee health insurance contract for calendar year 2000 and beyond. Please provide all documents prepared by or for the applicants related to financial projections regarding this contract. Please describe in detail the total number of insureds that will be covered under that contract, the contract term, the total anticipated premium incurred for the first contract year and all contract provisions that allow for increases during or subsequent to the first contract year.

Response:

nthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, Anthem responds as follows:

Please see the response to this question prepared and submitted by BCBSME.

Please provide all documents prepared by or for the applicants related to grand total enrollment figures, with and without the ASO, for each of the months December 1999, January 2000, and February 2000.

Response:

CONFIDENTIAL RESPONSE REDACTED.

Please provide all documents related to "rules of thumb" used by the applicants in determining the value of BCBSME. Please include all documents prepared by or for the applicants related to the value of BCBSME on a "per subscriber" or "per insured" basis.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, Anthem has agreed to produce to the Consumer Intervenors the highly confidential Goldman Sachs fairness opinion, AN-03172 to AN-03175, which was already produced in response to question no. 4 of the First Discovery Request of the Attorney General. Please see also the parts of the presentation to the Anthem Board of Directors concerning this transaction that are not highly confidential, and which were also produced in response to question no. 4 of the First Discovery Request of the Attorney General, AN- 02161 to AN-02175 and AN-02182 to AN-02189.

Please provide all documents prepared by or for Anthem related to the valuation of BCBS plans purchased in all other states. Please include all valuations and/or fairness opinions prepared by or for Anthem and/or the purchased BCBS plan including but not limited to all valuations and/or fairness opinions made by investment banks and/or valuation firms.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

The request is overbroad and irrelevant. Literal compliance with the request for all documents related to valuations for other BCBS Plans is unreasonably burdensome. Notwithstanding the lack of relevance of the valuations of other BCBS Plans, Anthem has provided the sales prices and numbers of insureds for its other transactions in response to question no. 44 of the Consumer Intervenors’ First Discovery Request. Houlihan Lokey also performed analyses using Anthem’s acquisitions of BCBSNH and BCBS Colorado. See Initial Consolidated Filing, Houlihan Lokey Valuation Analysis, Exhibit 12. To the extent this request seeks information beyond this, the request seeks information that is irrelevant to this proceeding; the question is vague; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

Please provide all documents prepared by or for Anthem related to "rules of thumb" used in determining the value of BCBS plans in other states including but not limited to rules of thumb on a "per subscriber" or "per insured" basis.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

The request is overbroad and irrelevant. Literal compliance with the request for all documents related to "rules of thumb" used in valuing other BCBS Plans is unreasonably burdensome. Notwithstanding the lack of relevance of the valuations of other BCBS Plans, Anthem has provided the sales prices and numbers of insureds for its other transactions in response to question no. 44 of the Consumer Intervenors’ First Discovery Request. Houlihan Lokey also performed analyses using Anthem’s acquisitions of BCBSNH and BCBS Colorado. See Initial Consolidated Filing, Houlihan Lokey Valuation Analysis, Exhibit 12. To the extent this request seeks information beyond this, the request seeks information that is irrelevant to this proceeding; the question is vague; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

Please provide all documents prepared by or for the applicants related to the marketshare that BCBSME presently has and also the marketshare it anticipates having by the end of calendar year 2000. Please provide all documents prepared on or after January 1999 to the present by or for the applicants related to the value and/or benefit(s) that increased marketshare offers or provides to the applicants. Please explain in detail what value or benefit the increased marketshare offers or provides to the applicants.

Response:

Please see Anthem’s responses to questions 15, 16, and 21 of the Consumer Intervenors’ First Discovery Request as well as page 11 of the Form A wherein Anthem described the general benefits of attaining sufficient scale in a region. It should be noted that BCBSME is already above the 25% marketshare threshhold mentioned in Anthem’s strategic objectives and, accordingly, already enjoys the benefits mentioned therein. Anthem has no documents related to BCBSME’s present or future marketshare other than as provided to Anthem by BCBSME during the due diligence process. Anthem has not evaluated whether BCBSME’s potential increased marketshare offers or provides value or benefit to Anthem.

Please describe on a per subscriber basis the increase in value of BCBSME since signing the Asset Purchase Agreement in July 1999.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

Please see Anthem’s response to question no. 1. To the extent the request seeks information beyond this, including without limitation information concerning projections made after the execution of the Asset Purchase Agreement, the request seeks information that is irrelevant to this proceeding; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

What percentage of Tufts’ 70,000 insureds in Maine do the applicants project they will obtain by June 30, 2000? If the sale is not approved or the asset purchase agreement terminates prior to closing, what percentage of Tufts’ 70,000 insureds in Maine does BCBSME project it will obtain by June 30, 2000?

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

What percentage of Harvard Pilgrims’ 45,000 insureds in Maine do the applicants project they will obtain by June 30, 2000? If the sale is not approved or the asset purchase agreement terminates prior to closing, what percentage of Harvard Pilgrims’ 45,000 insureds in Maine does BCBSME project it will obtain by June 30, 2000?

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

Did any financial projection and/or valuation prepared by or for the applicants assume liquidation of Tufts’ Maine subsidiary during calendar year 1999? Please provide all documents relating to all such projections and/or valuations.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, Anthem responds as follows:

No. Anthem does not possess any financial projection and/or valuation that assumes the liquidation of Tufts’ Maine subsidiary during calendar year 1999.

Did any financial projection and/or valuation prepared by or for the applicants assume liquidation of Harvard Pilgrims’ Maine subsidiary during calendar year 2000? Please provide all documents relating to all such projections and/or valuations.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, Anthem responds as follows:

No. Anthem does not possess any financial projection and/or valuation that assumes the liquidation of Harvard Piligrims’ Maine subsidiary during calendar year 2000.

Please describe in detail what information was available to the applicants regarding the financial condition of Tufts’ Health Plans of Massachusetts and/or its Maine subsidiary from January 1999 to the present. Please provide all documents prepared by or for the applicants related to the financial condition of Tufts’ Health Plans of Massachusetts and/or its Maine subsidiary.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

Please see Anthem’s response to question no. 1. The reference to all information that was "available" to Anthem is burdensome in that literal compliance would involve reconstruction of external information sources. What Anthem and BCBSME knew about Tufts’ Health Plans in 1999 is irrelevant. To the extent the request seeks information beyond this, including without limitation information concerning projections made, or events occurring, after the execution of the Asset Purchase Agreement, the request seeks information that is irrelevant to this proceeding; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

Please describe in detail what information was available to the applicants regarding the financial condition of Harvard Pilgrim Health Care and/or its Maine subsidiary from January 1999 to the present. Please provide all documents prepared by or for the applicants related to the financial condition of Harvard Pilgrim Health Care and/or its Maine subsidiary.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

Please see Anthem’s response to question no. 1. The reference to all information that was "available" to Anthem is burdensome in that literal compliance would involve reconstruction of external information sources. What Anthem and BCBSME knew about Harvard Pilgrim Health Care in 1999 is irrelevant. To the extent the request seeks information beyond this, including without limitation information concerning projections made, or events occurring, after the execution of the Asset Purchase Agreement, the request seeks information that is irrelevant to this proceeding; it is overly broad; and it would be overly burdensome to produce and/or obtain the requested information.

Provide the names of all entities which expressed an interest in purchasing and/or providing surplus notes to and/or providing surplus notes with an option to purchase BCBSME from January 1996 to the present. Please provide all documents related to the terms and conditions of each of these separate proposals from January 1996 to the present.

Response:
Please see the response to this question prepared and submitted by BCBSME.

Identify each provision in the Asset Purchase Agreement that would increase the total consideration paid by Anthem under circumstances in which BCBSME gains marketshare prior to the closing date beyond that incorporated in the Asset Purchase Agreement. If no provisions were made, why not? How much do the applicants anticipate the value of BCBSME will increase between July 1999 and July 2000?

Response:

Please see the response to this question prepared and submitted by BCBSME. Aside from reviewing BCBSME’s actual financial performance, Anthem has not performed any valuation analyses of BCBSME since entering into the Asset Purchase Agreement. Anthem understands that BCBSME will undertake to update its financial forecasts that will reflect events which occurred subsequent to the signing of the Asset Purchase Agreement.

What share of Maine’s private health insurance market do the applicants anticipate having by December 31, 2001? By December 31, 2002? Please provide the calculations underlying these projections.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, please see Anthem’s response to question 9.

Please provide all documents related to all changes to the Asset Purchase Agreement agreed to by the applicants since July 13, 1999.

Response:

After consultation with counsel for the CAHC, the parties have agreed that Anthem and BCBSME will provide the amendments to the Asset Purchase Agreement and materials submitted to, and quotes received from, the prospective insurer(s) of the Medicare liability referenced in the original APA.

With that understanding, please see BCBSME’s Fifth Supplement to the Response to the Superintendent’s Second Discovery Request for the modified APA. Anthem and/or BCBSME will supplement this response with the above-referenced insurance documents when they become available.

Please describe in detail BCBSME’s decisionmaking process that may or will lower the purchase price by increasing BCBSME ‘s liability for Medicare claims under the Asset Purchase Agreement. Provide all documents prepared by or for BCBSME related to the decision. Please state the expected amount of those liabilities and provide all documents estimating the costs of those potential liabilities.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please provide all documents related to BCBSME’s possible conversion to a domestic for-profit stock insurer with or without making an initial public offering (IPO)? Please provide all documents prepared by or for BCBSME related to all valuations of BCBSME as a domestic for-profit stock insurer with and without making an initial public offering (IPO). If BCBSME did not consider converting to a domestic for-profit stock insurer with and/or without making an initial public offering, state why not.

Response:
Please see the response to this question prepared and submitted by BCBSME.

Please provide a detailed explanation of all the methods and/or types of valuations that were proposed and/or considered by the applicants? Describe why each method and/or type of valuation was accepted or rejected as a method for valuation. If any other valuation was performed, please provide all documents related to it.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, please see Anthem’s response to question 6.

Please provide all documents related to interest by any other BCBS plan in purchasing BCBSME in whole or in part since July 1999.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please provide all documents related to interest by any carrier, HMO, or insurer as defined by Maine law in purchasing BCBSME in whole or in part since January 1998.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please provide all documents related to all investments made by BCBSME from January 1997 to the present. Please describe in detail the monetary value of those investments and the interest or earnings on those investments in each calendar year from January 1997 to the present.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please describe in detail the enrollment efforts made by the applicants in Maine from January 1999 to the present. Provide all documents related to the applicants enrollment efforts in Maine for that time period.

Response:
Anthem has made no enrollment efforts in Maine.
Please describe in detail the distinctions that Anthem makes between "medical director support", "medical policy", "medical decisionmaking", "medical care management." Which, if any, of these will be performed in Maine by currently employed BCBSME employees? Please provide a chart which describes the positions responsible for each of these items and where (by state) these positions are located.

Response:

Anthem is in the process of preparing a response and will provide it as soon as it is available.

Regarding AN 03052 – AN 03058, please describe in detail how long it took to resolve the complaint(s) from the first notice of complaint received by Anthem and the ultimate resolution of the complaint, the personnel involved in resolving such complaint(s) and in which state(s) they are/were based, any payment standard applied in resolution of the complaint(s), and the reason for the length of time taken to resolve such complaint(s).

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving these objections, Anthem responds as follows:

Anthem understands that this request is focused on the chronology of events and on the meaning of the "gold standard" referenced in the documents. With that understanding, document Number AN-03055 summarizes the chronology of events. The workgroup identified in the documents is still trying to resolve the issue of payment to Ohio oncologists. The term "gold standard" means best practice. For instance, within the context of this issue, the workgroup is trying to determine whether oncologists can properly charge for: (1) both an office visit and a chemotherapy treatment, and (2) both a chemotherapy treatment and the cost of supplies for the treatment. The group is looking at American Medical Association Guidelines to determine the standard to apply for best practices.

During the public hearings, Robert Gibbons, executive director for the Maine Education Association Benefits Trust, stated six (6) conditions that the association wants placed on the purchase. Please provide response by the applicants to each of the six conditions. Mr. Gibbons also stated that the applicants will include certain of the conditions he mentioned in their upcoming contract renewal. Please describe in detail which of the six conditions will be incorporated into the contract and the reasons for such incorporation.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000.

The request is beyond the scope of discoverable information and irrelevant to the applicable statutory inquiries. Anthem is not under any obligation in the discovery process to respond to theoretical conditions.

Please describe in detail Anthem’s policy rider which delays access to FDA approved prescription drugs for six months and the decisionmaking process used to apply or waive it. Please state in your response who made the decision to impose this rider and where (by state) the such decision was made. Please also include in your response what level of personnel has authority to waive application of the rider and under what circumstances.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving those objections, please see Anthem’s response to question no. 34 of the Consumer Intervenors’ First Discovery Request

Please describe in detail the method Anthem used in collecting and/or providing information regarding prior authorization denials in Connecticut for the November 1998 report issued by the Connecticut Department of Insurance. Please include in your response how Anthem’s methods may have resulted in a higher level of denials than other carriers or HMOs.

Response:

Anthem’s February 17, 1999 memorandum regarding State of Connecticut Utilization Review Statistics, AN-3654 to AN-3657, will be distributed according to the service list referenced in the filing document.

During the public hearings, James Parker, chief of public affairs for Anthem, stated that "All health care is local." Yet, he proceeded to describe a limited number of areas in which health care, especially health care decisionmaking, would remain local. Please state in detail which aspects of health care will not be local or under local control post-acquisition.

Response:
Please see Applicants’ Initial Consolidated Filing, Form A, pp. 5, 18-19, 28.
Provide all documents related to utilization review criteria used by Anthem that will differ from BCBSME’s current utilization review criteria by product.

Response:

Please see Anthem’s response to question no. 11 of the Provider Intervenors’ First Discovery Request.

Please describe in detail the changes in utilization review criteria that Anthem has imposed subsequent to each BCBS plan from January 1995 to the present. Provide all documents related to changes to utilization review criteria in each state where Anthem purchased a BCBS plan from January 1995 to the present.

Response:

Anthem incorporates by reference its objections to this request filed on February 16, 2000. Subject to and without waiving those objections,

Please see Anthem’s response to question no. 34.

Please describe in detail BCBSME’s subsidies for insured’s premiums, copayments, coinsurance, or deductibles past or present. Please state in detail eligibility criteria for such subsidies.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please describe how Anthem will outline and/or inform its subscribers about reproductive health services. Please include in your response all reproductive health services Anthem will cover.

Response:

Please see Anthem’s response to question no. 30 of the First Discovery Request of the Provider Intervenors.

Will Anthem contract with family planning programs for all the services each program currently provides including but not limited to colposcopy and endometrial biopses? Please provide the rationale for your response.

Response:

After consultation with counsel for the CAHC, the question is clarified to read: "Are there any family planning services currently covered by BCBSME which Anthem does not plan to cover?" With this understanding, Anthem responds as follows:

Please see Anthem’s response to question no. 32 of the First Discovery Request of the Provider Intervenors.

Will Anthem contract with nurse practitioners in Maine?

Response:
Please see Anthem’s response to question no. 33 of the First Discovery Request of the Provider Intervenors.
Will Anthem allow its insureds in Maine to self-refer to reproductive health providers (including but not lmited to nurse practitioners) beyond the state-mandated statute of one annual visit a year? Please provide the rationale for your response.

Response:
Please see Anthem’s response to question no. 34 of the First Discovery Request of the Provider Intervenors.
Please describe in detail what the term "IBNR" includes as used by BCBSME.

Response:
Please see the response to this question prepared and submitted by BCBSME.
Please describe in detail the procedures that are currently utilized by Anthem to ensure confidentiality of insureds’ records and to ensure that access to insureds’ records is restricted. Please include in your response the names of all companies, including but not limited to pharmaceutical, brokerage and telemarketing firms, with whom Anthem shares any insured information on a confidential, redacted or non-confidential basis.

Response:
CONFIDENTIAL RESPONSE REDACTED.
Please describe in detail the procedures that the applicants’ will use to ensure confidentiality of insureds’ records and to ensure that access to insureds’ records is restricted? Please state whether Anthem anticipates making insureds’ records available to any entity on any basis. If yes, please describe in detail what information, the uses for which it would be made available, and the bases upon which it would be provided.

Response:
Please see Anthem’s response to question no. 42.

DATED: February 22, 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

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on February 22, 2000 a copy of the Non-Confidential Version of Anthem Insurance Companies, Inc.’s Response to the Second Discovery Request of the Consumer Intervenors was served by United States mail, first class postage prepaid, email, or, where indicated, by hand delivery, on each of the persons listed below.

Robert S. Frank, Esq.

Harvey & Frank

Two City Center

P.O. Box 126

Portland, Maine 04112

e-mail: frank@harveyfrank.com

(Blue Cross/Blue Shield of Maine)

Judith Chamberlain, Esq.

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)

William H. Laubenstein, Esq.

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)

Gregory A. Brodek, Esq.

Duane, Morris & Heckscher, LLP

15 Columbia Street, 4^th Floor

Bangor, Maine 04401-6355

e-mail: gabrodek@duanemorris.com

(Maine Health Alliance)

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)

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)

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)

John Dieffenbacher-Krall

Executive Director

Maine People’s Alliance

192 State Street

Portland, Maine 04101

e-mail: MPA@gwi.net

(Maine People’s Alliance)

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)

Donald E. Quigley, Esq.

General Counsel

465 Congress Street, Suite 600

Portland, Maine 04101-3537

e-mail: quigld@mail.mmc.org

(Maine Medical Center)

Sandra L. Parker, Esq.

Attorney for MHA, Inc.

150 Capitol Street

Augusta, Maine 04330

e-mail: sparker@themha.org

(MHA, Inc.)

Kellie P. Miller, M.S.

Executive Director

Maine Osteopathic Association

693 Western Avenue

Manchester, Maine 04351

e-mail: meosteo@mint.net

(Maine Osteopathic Association)

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)

DATED: February 22, 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.