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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MHA, INC.’s MOTION SEEKING LIMITED
ACCESS TO CERTAIN CONFIDENTIAL DOCUMENTS
February 28, 2000 |
NOW COMES Intervenor, MHA, Inc. (MHA) and requests the following relief:
That it be granted limited access to certain redacted copies of BCBSME Provider
Agreement forms, with specific pricing information and other competitively sensitive
information redacted.
As grounds for this Motion, MHA relies on many of the arguments set forth in its letter
of February 23, 2000 to counsel to BCBSME, a copy of which is attached. MHA summarizes
these as follows.
Background:
Superintendent Iuppa’s Order on Blue Cross Blue Shield Motion for a Supplemental
Protective Order, dated February 17, 2000, stated in pertinent part as follows:
All requests for access [to certain confidential material sought to be protected by
BCBSME must be made to BCBSME no later than February 23, 2000. Any Motions for access must
be filed with the Superintendent no later than February 28, 2000.
Consistent with the terms of this Order, counsel for MHA and counsel for BCBSME engaged
in initial discussions and exchanged emails prior to Attorney Frank’s recent travel.
In these emails, counsel for Blue Cross suggested that a Motion for Access might
ultimately be necessary.
Following this, MHA forwarded to counsel for BCBSME its letter of February 23, 2000,
which clarified its position in several respects. Pertinent portions of this letter are as
follows:
MHA forwards this further request to make clear that it will accept redacted copies of
form provider contracts and to document more specifically its request in satisfaction of
the Superintendent’s Order. It is hopeful that its request can be addressed and
resolved through negotiation. If these efforts prove unsuccessful, MHA is prepared to
proceed with a motion. In all events it is hopeful that this exchange will narrow the
issues between these parties and pave the way for a mutually acceptable outcome.
As we understand the Superintendent’s February 17 Order to impose additional
protections on the categories of documents identified in the BCBSME filings of December
17, 1999 and January 12, 2000, we first identify the categories of specially protected
documents to which MHA seeks access. MHA seeks access to the following category identified
in the December 17 Motion:
- Financial terms of BCBSME Provider Contracts and the requested listing of which terms
have varied among providers.
MHA accepts the BCBSME concern that MHA not be given specific pricing information,
variations in pricing, or documents relating to negotiation strategy. Instead, MHA seeks
the general forms of provider contracts utilized currently by BCBSME in order to compare
and contrast these with other corresponding documents of Anthem, utilized by Anthem in
other states and potentially to be utilized by Anthem BCBSME following the closing of this
transaction. MHA urges that this documentation and information (with appropriate redaction
of price sensitive information, is of vital interest and importance to MHA for purposes of
its participation in these proceedings . MHA seeks to review the current practice and
procedures of BCBSME as against the practices of Anthem on other states, and Anthem’s
anticipated practices in Maine, in order to assess a number of statutory and regulatory
criteria against which the application will be judged. Certain of these criteria were
identified in the Superintendent’s Notice of Hearing dated November 4, inter-alia, as
follows:
(4) whether Anthem Health Plan’s proposed plans or proposals to liquidate, to
sell the assets of, to merge, or to make any other major change in the business or
corporate structure or management of BCBSME or its two HMO subsidiaries, Maine Partners
and Central Maine Partners, are unfair or prejudicial to policyholders or enrollees (24-A
M.R.S.A. §§ 222(7)(A)(4));
(8) whether the proposed acquisition of control of BCBSME by Anthem, including the
proposed acquisition of the stock of BCBSME’s two HMO subsidiaries, Maine Partners
and Central Maine Partners, would tend to affect adversely the contractual obligations of
BCBSME or its two HMO subsidiaries, Maine Partners and Central Maine Partners, or their
ability and tendency to render service in the future to their policyholders, enrollees and
the public (24-A M.R.S.A. § 222(7)(A)(7));
(24) whether BCBSME’s proposed plan of voluntary dissolution is unlawful or unfair
or inequitable or prejudicial to the interests of any stockholder, policyholder or
creditor (24-A M.R.S.A. § 3484(2));
(26) whether the proposed acquisition of control of BCBSME and its HMO Maine line of
business by Anthem requires compliance with the filing and approval requirements of the
Maine Insurance Code with respect to the issuance of a certificate of authority to a
health maintenance organization (24-A M.R.S.A. §§ 4203 - 4204).
MHA has sought in its discovery requests for corresponding material from Anthem
against which to compare the responses of BCBSME. This will permit MHA to assess and
determine potential impacts on enrollees, subscribers and providers.
As noted above, the principal basis on which BCBSME has objected is its concern that
certain competitively sensitive pricing information should be protected and not
made available to MHA. In response to this concern MHA will accept redacted copies of
these materials in which certain of the pricing information is redacted. More
specifically, MHA identifies from the scheduled documents appended to BCBSME’s filing
of January 12th, the following itemized documents to which it seeks access,
with appropriate redaction:
| 42 |
B06585 |
B06621 |
37 Agreement |
12/03/1992 |
BCBSMN POS |
Continuation of B02863 |
| 43 |
B07011 |
B07022 |
12 Provider Agreement Form |
01/00/1998 |
BCBSME/HMO/Specialist |
|
| 50 |
B10042 |
B10053 |
12 Provider Agreement Form |
01/00/1998 |
HMO Provider Agreement |
|
| 51 |
B10054 |
B10080 |
27 Provider Agreement Form |
01/00/1999 |
PCP Agreement Form |
|
| 52 |
B10081 |
B10108 |
28 Provider Agreement Form |
01/00/1999 |
HMO PCP Form |
|
| 53 |
B10109 |
B10137 |
29 Provider Agreement Form |
01/00/1999 |
Rural Health Care Provider |
|
| 54 |
B10138 |
B10150 |
13 Provider Agreement Form |
01/00/1998 |
Specialist HMO |
|
| 55 |
B10151 |
B10162 |
12 Provider Agreement Form |
01/00/1998 |
Professional Agreement |
|
| 56 |
B10163 |
B10171 |
9 Provider Agreement Form |
06/22/1999 |
Ambulance Agreement |
|
| 57 |
B10172 |
B10183 |
12 Provider Agreement Form |
10/00/1995 |
Ambulatory Surg Ctr Agreement |
|
| 58 |
B10184 |
B10200 |
17 Provider Agreement Form |
01/00/1998 |
BCBSME/Physician |
|
| 59 |
B10201 |
B10229 |
29 Provider Agreement Form |
12/00/1994 |
BCBSME/DME Agreement |
|
| 60 |
B10230 |
B10241 |
12 Provider Agreement Form |
12/00/1998 |
HMO/Family Planning |
|
| 61 |
B10242 |
B10249 |
8 Provider Agreement Form |
01/00/1998 |
BCBSME/Family Planning |
|
| 62 |
B10250 |
B10263 |
14 Provider Agreement Form |
01/00/1998 |
BCBSME/Home Health |
|
| 63 |
10264 |
B10278 |
15 Provider Agreement Form |
12/00/1994 |
BCBSME/Home Infusion |
|
| 64 |
B10279 |
B10286 |
8 Provider Agreement Form |
01/00/1999 |
AHS/Comm Mental Health Ctr |
|
| 65 |
B10287 |
B10296 |
10 Provider Agreement Form |
01/00/1999 |
BCBSME/Orthotic |
|
| 66 |
B10297 |
B10304 |
8 Provider Agreement Form |
01/23/1995 |
BCBSME/Rural Health Ctr |
|
| 67 |
B10305 |
B10325 |
21 Provider Agreement Form |
01/00/1998 |
AHS/SNF |
|
| 68 |
B10326 |
B10335 |
10 Provider Agreement Form |
12/20/1994 |
AHS/Substance Abuse |
|
| 69 |
B10336 |
B10353 |
18 Provider Agreement Form |
07/02/1999 |
AHS Hospital Services Agreement |
|
| 70 |
B10354 |
B10355 |
2 Provider Agreement Form |
01/00/1999 |
BCBSME/Participating Professional |
|
| 71 |
B10356 |
B10390 |
35 Provider Agreement Form |
01/26/1999 |
HMO/PO AHS Agreement |
|
| 72 |
B10391 |
B10420 |
30 Provider Agreement Form |
01/00/1997 |
PHO Network Agreement |
|
Most Recent Discussions of Counsel
In a telephone discussion of February 24 between counsel for BCBSME and MHA, further
progress was made. BCBSME expressed a willingness to provide redacted copies of certain of
the preceding, but asked MHA potentially to narrow the list of requested documents. MHA is
considering this request and will respond further upon Attorney Frank’s return to the
office on Tuesday, February 29. MHA remains optimistic these discussions will achieve a
mutually acceptable outcome, and will advise the Superintendent by further correspondence.
MHA does not request an immediate ruling on this motion, pending the outcome of these
discussions.
WHEREFORE, in the event an acceptable negotiated outcome does not emerge, MHA seeks the
relief noted above, or in the alternative, to enter into a mutually acceptable consentual
agreement with BCBSME for access to these documents with appropriate redaction of
sensitive pricing information.
DATED: February 28, 2000
| ______________________________ |
_____________________________ |
| Sandra L. Parker, Esq. Esq. |
John P. Doyle, Jr., Esq. |
| Attorney for MHA, Inc. |
Attorney for MHA, Inc |
| MHA, Inc. |
PRETI, FLAHERTY, BELIVEAU, |
| 150 Capitol Street |
PACHIOS & HALEY, LLC |
| Augusta, Maine 04330 |
One City Center |
| e-mail: sparker@themha.org |
P.O. Box 9546 |
|
Portland, Maine 04112-9546 |
|
(207) 791-3000 |
|
jdoyle@preti.com |
JPD\G:\MHA\2000\ANTHEM\MHAMtnSeekingAccessConfidDocs0228.doc (February 28, 2000 9:40
AM)
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on February 28, 2000 a copy of MHA, INC.’s
MOTION SEEKING LIMITED ACCESS TO CERTAIN CONFIDENTIAL DOCUMENTS (and appended letter of
February 23 to Attorneys Frank and Robles), was served via hand delivery, regular mail or
electronic mail on each of the persons listed below.
Jeffrey M. White, Esq.
Catherine R. Connors, Esq.
PIERCE ATWOOD
One Monument Square
Portland, Maine 04101
(207) 791-1100
(Anthem Insurance Companies, Inc )
Robert S. Frank, Esq.
HARVEY & FRANK
Two City Center, Fourth Floor
P.O. Box 126
Portland, Maine 04101
(207) 775-1300
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, 4th 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)
Michel Lafond, Esq.
Sulloway & Hollis
P.O. Box 1256
Concord, New Hampshire 03302-1256
mal@sulloway.com
(co-counsel for 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 28, 2000
_____________________________
John P. Doyle, Jr., Esq.
Attorney for MHA, Inc.
PRETI, FLAHERTY, BELIVEAU, PACHIOS & HALEY, LLC
One City Center
P.O. Box 9546
Portland, Maine 04112-9546
(207) 791-3000
JPD\G:\MHA\2000\bcbsma\MHAMtnSeekingAccessConfidDocs.doc (February 23, 2000 2:53 PM)
PRETI, FLAHERTY, BELIVEAU, PACHIOS & HALEY, LLC
ATTORNEYS AT LAW
One City Center, P.O. Box 9546, Portland, Maine 04112-9546
Telephone: (207) 791-3000 -- Telefax (207) 791-3111
February 23, 2000
| Via Hand Delivery and Email
Robert Frank, Esq.
Harvey & Frank
2 City Center
P.O. Box 126
Portland, Maine 04101 |
Via Email
Martin Robles, Esq.
Blue Cross Blue Shield of Maine
2 Gannett Drive
So. Portland, Maine 04106 |
Re: Request for Access to Particular Confidential Documents – Documentation of
"Negotiation"
Dear Bob and Marty:
I am addressing this to both of you as I understand that Bob will be out of the office
during the current week. I am simultaneously emailing it to each of you and Hand
delivering it to Bob’s office.
Superintendent Iuppa’s Order on Blue Cross Blue Shield Motion for a Supplemental
Protective Order, dated February 17, 2000, stated in pertinent part as follows:
All requests for access [to certain confidential material sought to be protected by
BCBSME must be made to BCBSME no later than February 23, 2000. Any Motions for access must
be filed with the Superintendent no later than February 28, 2000.
Following receipt of this Order, on February 18, 2000, Attorney Frank and I exchanged
emails in which I identified, generically, the categories of confidential documents
previously filed by BCBSME (and for which BCBSME sought additional protection pursuant to
the filings of December 17 and January 12) and to which MHA now seeks access.
Attorney Frank indicated he had passed my emails on to BCBSME, but set forth his
initial view that it likely would be necessary for MHA ultimately to file a Motion for
Access.
MHA forwards this further request to make clear that it will accept redacted copies of
form provider contracts and to document more specifically its request in satisfaction of
the Superintendent’s Order. It is hopeful that its request can be addressed and
resolved through negotiation. If these efforts prove unsuccessful, MHA is prepared to
proceed with a motion. In all events it is hopeful that this exchange will narrow the
issues between these parties and pave the way for a mutually acceptable outcome.
As we understand the Superintendent’s February 17 Order to impose additional
protections on the categories of documents identified in the BCBSME filings of December
17, 1999 and January 12, 2000, we first identify the categories of specially protected
documents to which MHA seeks access. MHA seeks access to the following category identified
in the December 17 Motion:
- Financial terms of BCBSME Provider Contracts and the requested listing of which terms
have varied among providers.
MHA accepts the BCBSME concern that MHA not be given specific pricing information,
variations in pricing, or documents relating to negotiation strategy. Instead, MHA seeks
the general forms of provider contracts utilized currently by BCBSME in order to compare
and contrast these with other corresponding documents of Anthem, utilized by Anthem in
other states and potentially to be utilized by Anthem BCBSME following the closing of this
transaction. MHA urges that this documentation and information (with appropriate redaction
of price sensitive information, is of vital interest and importance to MHA for purposes of
its participation in these proceedings . MHA seeks to review the current practice and
procedures of BCBSME as against the practices of Anthem on other states, and Anthem’s
anticipated practices in Maine, in order to assess a number of statutory and regulatory
criteria against which the application will be judged. Certain of these criteria were
identified in the Superintendent’s Notice of Hearing dated November 4, inter-alia, as
follows:
(4) whether Anthem Health Plan’s proposed plans or proposals to liquidate, to
sell the assets of, to merge, or to make any other major change in the business or
corporate structure or management of BCBSME or its two HMO subsidiaries, Maine Partners
and Central Maine Partners, are unfair or prejudicial to policyholders or enrollees (24-A
M.R.S.A. §§ 222(7)(A)(4));
(8) whether the proposed acquisition of control of BCBSME by Anthem, including the
proposed acquisition of the stock of BCBSME’s two HMO subsidiaries, Maine Partners
and Central Maine Partners, would tend to affect adversely the contractual obligations of
BCBSME or its two HMO subsidiaries, Maine Partners and Central Maine Partners, or their
ability and tendency to render service in the future to their policyholders, enrollees and
the public (24-A M.R.S.A. § 222(7)(A)(7));
(24) whether BCBSME’s proposed plan of voluntary dissolution is unlawful or unfair
or inequitable or prejudicial to the interests of any stockholder, policyholder or
creditor (24-A M.R.S.A. § 3484(2));
(26) whether the proposed acquisition of control of BCBSME and its HMO Maine line of
business by Anthem requires compliance with the filing and approval requirements of the
Maine Insurance Code with respect to the issuance of a certificate of authority to a
health maintenance organization (24-A M.R.S.A. §§ 4203 - 4204).
MHA has sought in its discovery requests for corresponding material from Anthem against
which to compare the responses of BCBSME. This will permit MHA to assess and determine
potential impacts on enrollees, subscribers and providers.
As noted above, the principal basis on which BCBSME has objected is its concern that
certain competitively sensitive pricing information should be protected and not
made available to MHA. In response to this concern MHA will accept redacted copies of
these materials in which certain of the pricing information is redacted. More
specifically, MHA identifies from the scheduled documents appended to BCBSME’s filing
of January 12th, the following itemized documents to which it seeks access,
with appropriate redaction:
| 42 |
B06585 |
B06621 |
37 Agreement |
12/03/1992 |
BCBSMN POS |
Continuation of B02863 |
| 43 |
B07011 |
B07022 |
12 Provider Agreement Form |
01/00/1998 |
BCBSME/HMO/Specialist |
|
| 50 |
B10042 |
B10053 |
12 Provider Agreement Form |
01/00/1998 |
HMO Provider Agreement |
|
| 51 |
B10054 |
B10080 |
27 Provider Agreement Form |
01/00/1999 |
PCP Agreement Form |
|
| 52 |
B10081 |
B10108 |
28 Provider Agreement Form |
01/00/1999 |
HMO PCP Form |
|
| 53 |
B10109 |
B10137 |
29 Provider Agreement Form |
01/00/1999 |
Rural Health Care Provider |
|
| 54 |
B10138 |
B10150 |
13 Provider Agreement Form |
01/00/1998 |
Specialist HMO |
|
| 55 |
B10151 |
B10162 |
12 Provider Agreement Form |
01/00/1998 |
Professional Agreement |
|
| 56 |
B10163 |
B10171 |
9 Provider Agreement Form |
06/22/1999 |
Ambulance Agreement |
|
| 57 |
B10172 |
B10183 |
12 Provider Agreement Form |
10/00/1995 |
Ambulatory Surg Ctr Agreement |
|
| 58 |
B10184 |
B10200 |
17 Provider Agreement Form |
01/00/1998 |
BCBSME/Physician |
|
| 59 |
B10201 |
B10229 |
29 Provider Agreement Form |
12/00/1994 |
BCBSME/DME Agreement |
|
| 60 |
B10230 |
B10241 |
12 Provider Agreement Form |
12/00/1998 |
HMO/Family Planning |
|
| 61 |
B10242 |
B10249 |
8 Provider Agreement Form |
01/00/1998 |
BCBSME/Family Planning |
|
| 62 |
B10250 |
B10263 |
14 Provider Agreement Form |
01/00/1998 |
BCBSME/Home Health |
|
| 63 |
10264 |
B10278 |
15 Provider Agreement Form |
12/00/1994 |
BCBSME/Home Infusion |
|
| 64 |
B10279 |
B10286 |
8 Provider Agreement Form |
01/00/1999 |
AHS/Comm Mental Health Ctr |
|
| 65 |
B10287 |
B10296 |
10 Provider Agreement Form |
01/00/1999 |
BCBSME/Orthotic |
|
| 66 |
B10297 |
B10304 |
8 Provider Agreement Form |
01/23/1995 |
BCBSME/Rural Health Ctr |
|
| 67 |
B10305 |
B10325 |
21 Provider Agreement Form |
01/00/1998 |
AHS/SNF |
|
| 68 |
B10326 |
B10335 |
10 Provider Agreement Form |
12/20/1994 |
AHS/Substance Abuse |
|
| 69 |
B10336 |
B10353 |
18 Provider Agreement Form |
07/02/1999 |
AHS Hospital Services Agreement |
|
| 70 |
B10354 |
B10355 |
2 Provider Agreement Form |
01/00/1999 |
BCBSME/Participating
Professional |
|
| 71 |
B10356 |
B10390 |
35 Provider Agreement Form |
01/26/1999 |
HMO/PO AHS Agreement |
|
| 72 |
B10391 |
B10420 |
30 Provider Agreement Form |
01/00/1997 |
PHO Network Agreement |
|
We are willing to discuss and negotiate other alternative approaches for the purpose of
obtaining access to price redacted "Category 5 documents" for purposes of
comparing Blue Cross and Anthem approaches.
To further assist you in evaluating our purpose and direction, we are also enclosing a
copy of the Insurance Department Findings and Final Order of the State of New Hampshire
dated October 26, 1999, as well as the referenced Exhibits. MHA, inter-alia,
will be seeking to develop through these proceedings certain of the conditions (and
variations thereof) proposed by the New Hampshire Department.
Conclusion
I look forward to continuing our "negotiation", with the hope that this
clarification will pave the way for an acceptable compromise.
Very truly yours,
John P. Doyle, Jr.
JPD/lwc
Enc.
cc: Mr. Alessandro A. Iuppa (by mail)
Jeffrey M. White (via hand delivery and email)
Sandra L. Parker, Esq. (via email)
Judith Chamberlain, Esq. (via mail and email)
William Laubenstein, Esq. (via hand delivery)
Michele M. Garvin, Esq. (via email)
Gordon H. Smith, Esq. (via email)
Michel LaFond, 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)
Kellie P. Miller, M.S (via email)
Edward Miller (via email)
JPD\G:\MHA\2000\bcbsma\FrankRobles0223 final.doc (February 23, 2000 8:56 AM)
JPD\G:\MHA\2000\ANTHEM\MHAMtnSeekingAccessConfidDocs0228.doc (February 28, 2000 9:40
AM)
