STATE OF MAINE
DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION
BUREAU OF INSURANCE
| IN RE: |
) |
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| Application of Associated Hospital Service |
) |
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| of Maine d/b/a Blue Cross and Blue Shield |
) |
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| of Maine to convert to a Stock Insurer |
) |
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| and Voluntarily Liquidate and Dissolve |
) |
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|
) |
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| and |
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|
) |
PROTECTIVE ORDER |
| IN RE: |
) |
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| Application of Anthem Health Plan of |
) |
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| Maine, Inc. to Acquire the Assets of |
) |
|
| Associated Hospital Service of Maine d/b/a |
) |
|
| Blue Cross and Blue Shield of Maine and |
) |
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| Related Transactions |
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|
) |
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| Docket No. INS-99-14 |
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|
| (CONSOLIDATED) |
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|
A request has been made by (1) Anthem Insurance Companies, Inc. ("Anthem"),
on behalf of its subsidiary to be formed, Anthem Health Plans of Maine, Inc., d/b/a Anthem
Blue Cross and Blue Shield of Maine ("Anthem BCBSME"), and (2) Associated
Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine ("BCBSME"),
(together, the "Applicants") for confidential treatment of certain information
to be submitted as part of (1) BCBSME’s application to convert to a stock insurer and
voluntarily liquidate and dissolve, and (2) Anthem BCBSME’s application to acquire
the assets of BCBSME and related transactions.
Upon consideration of the types of information for which confidential treatment is
requested and the interests of the general public, it is hereby ORDERED as follows:
- Any party may assert that information sought to be filed in these matters or introduced
into the record of this proceeding through testimony, exhibits, cross-examination,
rebuttal evidence or otherwise, or any information sought to be discovered or disclosed in
connection with this proceeding, including without limitation information relating to the
Applicants, and any of their affiliates, should be treated as confidential (hereinafter
"Confidential Information"), not subject to public disclosure.
- When disseminating, submitting, filing, or sending Confidential Information to the
Bureau of Insurance or any Authorized Person, as that term is hereinafter defined, the
individual or entity disseminating the Confidential Information shall designate such
documents or other materials or written information as Confidential Information by written
notice, either by stamping thereon the notice "Confidential," or by otherwise
incorporating the notice on the documents or materials designated. All confidential
documents filed with the Bureau must be filed separately with red covers. If a
confidential document is filed electronically, the disk must be permanently marked with
red tape or red ink.
- Claims for confidential protection of testimony shall be made at the time of giving
testimony.
- Any documents or other written materials for which confidential treatment is requested
must be supported by written legal argument explaining the reasons for confidential
treatment. Such written argument shall accompany the confidential information. Portions of
legal argument discussing the material for which confidentiality is claimed may themselves
be designated as confidential pursuant to subsection (1). The Superintendent of Insurance
(the "Superintendent") or his designee will review each document as well as the
legal argument supporting the claim of confidentiality and rule accordingly on each
request. No material for which confidentiality is claimed may be publicly disclosed unless
and until the Superintendent has denied the request. The Superintendent will follow
similar procedures with respect to oral testimony for which confidential treatment is
requested.
- Any documents, testimony, exhibits, cross-examination, rebuttal evidence or other
information accepted by the Superintendent as confidential shall be subject to the
following protections.
- Access to Confidential Information shall be limited to the following persons (herein
"Authorized Persons"):
- the Superintendent and the staff of the Maine Bureau of Insurance;
- counsel for the Superintendent and the staff of the Maine Bureau of
Insurance;
- persons retained to record any hearing in connection with this
proceeding;
- the Applicants and their affiliates, and their officers, employees,
consultants and counsel;
- consultants retained by the Superintendent; and
- in the
case of any Intervenors, counsel of record and experts retained by an Intervenor or its
counsel solely for purposes of this proceeding. No officer or employee of an Intervenor
shall have access to the Confidential Information. Before being afforded access to
Confidential Information, Authorized Persons (other than those described in subsections
(i)-(iii)) shall complete and execute the Confidentiality Agreement attached hereto, which
shall include a copy of this Protective Order, and shall forward the executed agreement to
the originating party disclosing the Confidential Information. Within three business days
of receipt, the originating party shall either accept and execute the agreement, or shall
object to the release of Confidential Information to the Authorized Person, on the ground,
among others, that an affiliation, employment or other interest that may impair, or may be
reasonably perceived as impairing, the purpose of this Protective Order. Failure of the
originating party to act within three business days shall be deemed a waiver of the right
to object. Any such objection shall be decided by the Superintendent. No objection may be
made to the release of confidential information to authorized persons who are counsel of
record to intervenors in this proceeding.
- No Authorized Person afforded access to Confidential Information shall use such
Confidential Information for any purpose unrelated to this proceeding. For purposes of
this Order, "proceeding" includes any appeals arising out of this proceeding.
- During the introduction of, or any discussion or argument concerning, Confidential
Information, the proceeding shall be open only to Authorized Persons and other individuals
as agreed to by the party asserting confidentiality. During the giving of any testimony,
the reporter shall separately transcribe those portions of the testimony designated as
Confidential Information and shall mark the face of the transcript accordingly.
- No Authorized Person, or other individual who is permitted to attend the proceeding
during the introduction of Confidential Information under subsubsection (d), shall
disclose or reveal, directly or indirectly, any such Confidential Information to any
person who is not an Authorized Person.
- If any person that is not a party to, or any Intervenor in, this proceeding
challenges the refusal of the Superintendent or the Bureau of Insurance to provide
documents ordered by the Superintendent to be maintained as confidential, the
Superintendent will so notify the party with whom those documents originated to enable
that party to respond.
- Each person who receives or has access to Confidential Information under the terms
of this Protective Order shall be provided with a copy of the Protective Order. Each such
person shall act in good faith and shall do nothing to deprive other persons of the
benefits of this Protective Order.
- Upon the conclusion of this proceeding, including all appeals, the Authorized
Person, other than those persons described in subsections (a)(i)-(iii), shall promptly,
and in any event within twenty-one days after the disclosing parties’ request, return
to the disclosing parties all Confidential Information in any form, including all copies
thereof and notes relating thereto made by any person who received such Confidential
Information, will erase any Confidential Information recorded in any other medium, and
will provide to the disclosing parties a certification under oath that the foregoing
requirements have been complied with in full.
- This Protective Order, insofar as it restricts the communication and use of the
Confidential Information, shall continue to be binding throughout and after the conclusion
of the proceedings before the Maine Bureau of Insurance, including appeals, and thereafter
without limitation.
- All persons who receive or have access to Confidential Information pursuant to this
Protective Order shall be subject to the jurisdiction of the Maine Bureau of Insurance and
the courts of the State of Maine in all matters relating to the enforcement of the
Protective Order, and shall be subject to the applicable penalties for violation thereof.
- All documents filed with the Maine Bureau of Insurance or that become part of the
Bureau’s record of this proceeding that contain Confidential Information shall be
filed under seal, and shall remain sealed. Only Authorized Persons shall have access to
the sealed record, and nothing shall be released therefrom unless counsel for the
originating party consents to such release in writing or unless pursuant to court order.
- Pursuant to the foregoing, the Superintendent hereby accepts the documents described
below as Confidential Information:
- Exhibit 3.06 to the Asset Purchase Agreement which contains financial projections,
income statements and assumptions including financial projections for Anthem Health Plans
of Maine, Inc.
DATED:
______________________________
ALESSANDRO A. IUPPA
Superintendent 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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| IN RE: APPLICATION OF ANTHEM |
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|
| HEALTH PLAN OF MAINE, INC., |
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CONFIDENTIALITY |
| TO ACQUIRE TO ACQUIRE THE ASSETS |
) |
AGREEMENT AND |
| OF ASSOCIATED HOSPITAL SERVICE |
) |
CONSENT TO |
| OF MAINE, d/b/a BLUE CROSS AND |
) |
JURISDICTION |
| BLUE SHIELD OF MAINE, |
) |
|
| AND RELATED TRANSACTIONS |
) |
|
|
|
|
| Docket No. INS 99-14 |
|
|
CONFIDENTIALITY AGREEMENT made this ____ day of _____________, 1999 (the
"Agreement"), for the benefit of Applicants (1) Anthem Insurance Companies,
Inc., on behalf of its subsidiary to be formed, Anthem Health Plans of Maine, Inc., and
(2) Associated Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine,
(together, the "Applicants" or the "Disclosing Parties") in the Bureau
of Insurance Proceeding captioned In Re:
(the "Proceeding"), by _________________(the "Authorized Person").
W I T N E S S E T H:
WHEREAS, the Disclosing Parties have filed various documents with the Bureau of
Insurance in connection with this Proceeding; and
WHEREAS, certain of those documents have been accepted as Confidential Information by
the Superintendent pursuant to a Protective Order issued in this Proceeding on ___, 1999
("the Protective Order"), a copy of which order is attached hereto; and
WHEREAS, additional documents and/or oral testimony may be accepted as Confidential
Information by the Superintendent later in this Proceeding; and
WHEREAS, the Authorized Person executing this Agreement is an Authorized Person as
defined in section 5(v)-(vi) of the Protective Order; and
WHEREAS, the Disclosing Parties are willing to disclose the Confidential Information to
the Authorized Person solely for purposes of this Proceeding and no other, provided that
the Authorized Person agrees to receive and use the Confidential Information under the
constraints imposed by the Protective Order and this Agreement;
NOW, THEREFORE, in consideration of receiving the Confidential Information, including
such Confidential Information as may be provided at a later stage in this Proceeding, the
Authorized Person hereby agrees as follows:
1. Maintenance of Confidentiality. The Authorized Person shall hold and maintain
strict confidentiality of all Confidential Information; shall not disclose or allow to be
disclosed any Confidential Information to any person, firm, entity, or governmental
authority or agency that is not an Authorized Person as defined in the Protective Order;
and shall not use any Confidential Information for any purpose other than participation in
this Proceeding. In particular but not in limitation of the foregoing, the Authorized
Person shall not disclose such information to any firm (including any person employed by,
affiliated with or retained by such firm) engaged in, selling or applying to engage in or
sell insurance. The Authorized Person shall maintain all necessary and appropriate
safeguards and operating procedures to comply with his or her obligations hereunder.
2. Return of Information. Upon the conclusion of this Proceeding, including all
appeals, the Authorized Person, other than those persons described in subsections
(5)(a)(i)-(iii) of the Protective Order, shall promptly, and in any event within
twenty-one days after the Disclosing Parties’ request, return to the Disclosing
Parties all Confidential Information in any form, including all copies thereof and notes
relating thereto made by any person who received such Confidential Information, will erase
any Confidential Information recorded in any other medium, and will provide to the
Disclosing Parties a certification under oath that the foregoing requirements have been
complied with in full. Notwithstanding such steps, the Authorized Person will continue to
be bound by this Agreement and the related Protective Order after the conclusion of this
Proceeding.
3. Damages. It is agreed that monetary damages for any breach of this Agreement
are inadequate and that without prejudice to the other rights and remedies otherwise
available to it, the Disclosing Parties or any successor to any of their businesses shall
be entitled to temporary or injunctive relief for any breach or threatened breach of any
of the provisions of this Agreement.
4. No License to Use. This Agreement does not constitute a license to use
Confidential Information except as expressly provided herein and no such license shall
arise from this Agreement.
5. Not Exclusive. Nothing contained herein shall prevent the Disclosing Parties
from at any time disclosing the Confidential Information to others or negotiating with
others for any purpose.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Maine, without reference to principles
of choice of law.
7. Successors and Assigns; Headings. All of the terms and provisions shall be
binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, successors, representatives and assigns. The headings used in this Agreement are
for the convenience of the parties only and shall not in any way define, limit or describe
the scope or intent of any provisions of this Agreement.
8. Waivers. The Disclosing Parties may waive compliance of the Authorized Person
with any of the provisions of this Agreement. A waiver of a provision in one circumstance
shall not be construed as a waiver of such provision in any other circumstance or a waiver
of any other provision. Any waiver must be in writing and signed by the Disclosing Parties
to be effective.
9. Complete Agreement. This Agreement expresses the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any prior
agreement with respect thereto.
IN WITNESS WHEREOF, the Authorized Person has executed and delivered this Confidential
Agreement as an instrument under seal, effective as of the date first above written,
regardless of the actual date of execution and delivery.
DISCLOSING PARTIES
AHTHEM INSURANCE COMPANIES, INC.
Date: __________________
By:_________________________________
Its:_________________________________
ASSOCIATED HOSPITAL SERVICE OF MAINE
Date: __________________
By:_________________________________
Its:_________________________________
AUTHORIZED PERSON
Date: __________________
By:_________________________________
Its:_________________________________
STATE OF ______________
COUNTY OF ____________
Then personally appeared before me this______ day of _________, 199_ the above-named
Authorized Person and made oath to the truth of the foregoing.
____________________________
Notary Public
Anthem.BCBS.sjs.Confidentiality Agreement and Consent to Jurisdiction
092299.doc
DISCLOSURE STATEMENT
to
CONFIDENTIALITY AGREEMENT
In Re:
Docket No. INS 99-14
[To be completed by consultants for Intervenors.
Counsel of record for these parties need not complete this Disclosure Statement.]
Name: ________________________________________
Intervenor: ____________________________________
Capacity: ______________________________________
I am working in the capacity identified for or with the above-named Intervenor or its
counsel. Listed below are any employment or other affiliations that may create a conflict
of interest or perception of conflict for me or members of my immediate family relating to
this proceeding:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date:___________________
____________________________________
Signature
[COPY OF PROTECTIVE ORDER TO BE ATTACHED
TO EXECUTED CONFIDENTIALITY AGREEMENT]
