United States v. HealthCare Partners, Inc., et al.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE

Antitrust Division

United States v. HealthCare Partners, Inc., et al.; Proposed

Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and

Penalties Act, 15 U.S.C. Sec. 16(b)-(h), that a proposed Final

Judgment, Stipulation, and a Competitive Impact Statement have been

filed with the United States District Court for the District of

Connecticut in United States v. Healthcare Partners, Inc., et al.,

Civil No. 395-CV-01946-RNC as to HealthCare Partners, Inc., Danbury

Area IPA, Inc., and Danbury Health Systems, Inc.

The Complaint alleges that defendants entered into an agreement

with the purpose and effect of restraining competition unreasonably

among physicians in the Danbury, Connecticut area, in violation of

Section 1 of the Sherman Act, 15 U.S.C. Sec. 1. The Complaint also

alleges that Danbury Health Systems, Inc. willfully maintained its

monopoly in general acute inpatient services in the Danbury,

Connecticut area, in violation of Section 2 of the Sherman Act, 15

U.S.C. Sec. 2.

The proposed Final Judgment eliminates the continuance or

recurrence of defendants' unlawful agreement and of the additional acts

of Danbury Health Systems, Inc. that gave rise to the violation of

Section 2.

[[Page 52015]]

Public comment on the proposed Final Judgment is invited within the

statutory 60-day comment period. Such comments and responses thereto

will be published in the Federal Register and filed with the Court.

Comments should be directed to call Gail Kursh, Chief, Professions and

Intellectual Property Section/Health Care Task Force; United States

Department of Justice; Antitrust Division; 600 E Street, NW., Room

9300; Washington, DC 20530 (telephone: 202/307-5799).

Rebecca P. Dick,

Deputy Director of Operations.

[Civil Action No. 395CV01946RNC.]

Stipulation

United States of America and State of Connecticut, ex rel.,

Richard Blumenthal, Attorney General, Plaintiffs, vs. HealthCare

Partners, Inc., Danbury Area IPA, Inc., and Danbury Health Systems,

Inc., Defendants.

It is stipulated by and between the undersigned parties, by their

respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this

action and over each of the parties hereto, and venue of this action is

proper in the District of Connecticut;

2. The parties consent that a Final Judgment in the form hereto

attached may be filed and entered by the Court, upon the motion of any

party or upon the Court's own motion, at any time after compliance with

the requirements of the Antitrust Procedures and Penalties Act (15

U.S.C. Sec. 16), and without further notice to any party or other

proceedings, provided that plaintiffs have not withdrawn their consent,

which they may do at any time before the entry of the proposed Final

Judgment by serving notice thereof on defendants and by filing that

notice with the Court; and

3. Defendants agree to be bound by the provisions of the proposed

Final Judgment pending its approval by the Court. If plaintiffs

withdraw their consent, or if the proposed Final Judgment is not

entered pursuant to the terms of the Stipulation, this Stipulation

shall be of no effect whatsoever, and the making of this Stipulation

shall be without prejudice to any party in this or in any other

proceeding.

For Plaintiff United States of America:

Lawrence R. Fullerton,

Acting Assistant Attorney General.

Rebecca P. Dick,

Deputy Director, Office of Operations.

Gail Kursh,

Chief, Professions & Intellectual Property Section.

Mark J. Botti,

Pamela C. Girardi,

Attorneys, U.S. Department of Justice, Antitrust Division, Professions

& Intellectual Property Section, Room 9320, BICN Bldg., 600 E Street,

NW., Washington, DC 20530, (202) 307-0827.

Plaintiff State of Connecticut

Richard Blumenthal,

Attorney General.

By:

William M. Rubenstein,

Assistant Attorney General, Federal Bar No. CT08834, 110 Sherman

Street, Hartford, Connecticut 06105, (203) 566-5374.

For Defendants HealthCare Partners, Inc. and Danbury Health

Systems, Inc.

David Marx, Jr.,

Jillisa Brittan,

McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois

60606-5096, (312) 372-2000.

For Defendant Danbury Area IPA, Inc.

James Sicilian,

Day, Berry & Howard, CityPlace, Hartford, CT 06103, (203) 275-0100.

Final Judgment

Plaintiffs, the United States of America and the State of

Connecticut, having filed their Complaint on September 13, 1995, and

plaintiffs and defendants, by their respective attorneys, having

consented to the entry of this Final Judgment without trial or

adjudication of any issue of fact or law, and without this Final

Judgment constituting any evidence against or an admission by any party

with respect to any issue of fact or law;

And Whereas defendants have agreed to be bound by the provisions of

this Final Judgment pending its approval by the Court;

Now, Therefore, before the taking of any testimony, and without

trial or adjudication of any issue of fact or law, and upon consent of

the parties, it is hereby Ordered, Adjudged, and Decreed:

I

Jurisdiction

This Court has jurisdiction over the subject matter of and each of

the parties to this action. The Complaint states claims upon which

relief may be granted against the defendants under Sections 1 and 2 of

the Sherman Act, 15 U.S.C. Secs. 1 and 2.

II

Definitions

As used in this Final Judgment:

(A) Competing physicians means physicians in separate medical

practices in the same relevant physician market;

(B) Control means either:

(1) holding 50 percent or more of the outstanding voting securities

of an issuer;

(2) in the case of an entity that has no outstanding voting

securities, having the right to 50 percent or more of the profits of an

entity, or having the right in the event of dissolution to 50 percent

or more of the assets of the entity; or

(3) having the contractual power to designate 50 percent or more of

the directors of a corporation, or in the case of unincorporated

entities, of individuals exercising similar functions.

(C) DAIPA means Danbury Area IPA, Inc., each of its directors,

officers, agents, representatives, and employees (in such capacity

only), its successors and assigns, and each entity over which it has

control.

(D) DHS means Danbury Health Systems, Inc., each of its directors,

officers, agents, representatives, and employees (in such capacity

only), its successors and assigns, and each entity over which it has

control.

(E) DHS Affiliated Physician means any physician employed, or whose

practice is owned, by DHS or DOPS at the time of the filing of the

Complaint in this action.

(F) DOPS means Danbury Office of Physician Services, P.C., each of

its directors, officers, agents, representatives, and employees (in

such capacity only), its successors and assigned, and each entity over

which it has control.

(G) HealthCare Partners means HealthCare Partners, Inc., each of

its directors, officers, agents, representatives, and employees (in

such capacity only), its successors and assigns, and each entity over

which it has control.

(H) Messenger model means the use of an agent or third party to

convey to payers any information obtained from individual providers

about the prices or other competitive terms and conditions each

provider is willing to accept from payers, and to convey to providers

any contract offer made by a payer, where each provider makes a

separate, independent, and unilateral decision to accept or reject a

payer's offer; the information on prices or other competitive terms and

conditions conveyed to payers is obtained separately from each

individual provider; and the agent or third party

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does not negotiate collectively for the providers, disseminate to any

provider the agent's or third party's or any other provider's views or

intentions as to the proposal, or otherwise serve to facilitate any

agreement among providers on prices or other competitive terms and

conditions.

The agent or third party, so long as it acts consistently with the

foregoing, may:

(1) Convey to a provider objective information about proposed

contract terms, including comparisons with terms offered by other

payers;

(2) solicit clarifications from a payer of proposed contract terms,

or engage in discussions with a payer regarding contract terms other

than prices and other competitive terms and conditions, except that the

agent or third party (a) must tell the payer that the payer may refuse

to respond or may terminate discussions at any time and (b) may not

communicate to the providers regarding, or comment on, the payer's

refusal to offer a clarification or decision not to enter into or to

terminate discussions except to providers who requested the

clarification;

(3) convey to a provider any response made by a payer to

information conveyed or clarifications sought;

(4) convey to a payer the acceptance or rejection by a provider of

any contract offer made by the payer;

(5) at the request of a payer, provide the individual response,

information, or views of each provider concerning any contract offer

made by such payer; and

(6) charge a reasonable fee to convey contract offers, by applying

preexisting objective criteria, not involving prices or other

competitive terms and conditions, in a nondiscriminatory manner.

Additionally, the agent or third party must communicate each

contract offer made by a payer unless the payer refuses to pay the fee

for delivery of that offer; the offer is the payer's first offer and

lacks material terms such that it could not be considered a bona fide

offer, or the agent or third party applies preexisting objective

criteria, not involving prices or other competitive terms and

conditions, in a nondiscriminatory manner (for example, refusing to

convey offers of payers whose plans do not cover a certain minimum

number of people, or offers made after the agent or messenger has

conveyed a stated maximum number of offers for a given time period).

(I) Pre-existing practice group means a physician practice group

existing as of the date of the filing of the Complaint in this action.

All DHS affiliated physicians at the time of the filing of the

Complaint in this action constitute a single pre-existing practice

group. DAIPA does not constitute a pre-existing physician practice

group. A pre-existing practice group may add any physician to the group

after the filing of the Complaint, without losing the status of ``pre-

existing'' under this definition for any relevant physician market, so

long as each additional physician is not currently offering services in

the relevant physician market and would not have entered that market

but for the group's efforts to recruit the physician into the market.

(J) Prices or other competitive terms and conditions means all

material terms of the contract, including information relating to fees

or other aspects of reimbursement, outcomes data, practice parameters,

utilization patterns, credentials, and qualifications.

(K) Provider panel means those health care providers with whom an

organization contracts to provide care to its enrollees.

(L) Qualified managed care plan means an organization:

(1) Whose members or owners share substantial financial risk and

either directly or through membership or ownership in another

organization, comprise, (a) where membership or ownership is non-

exclusive, no more than 30% of the physicians in any relevant physician

market, except that it may include any single physician or pre-existing

practice group, or (b) where membership or ownership is exclusive, no

more than 20% of the physicians in any relevant physician market; and

(2) Whose provider panel, does not have more than where non-

exclusive 30% or where exclusive 20% of the physicians in any relevant

physician market, unless, for those subcontracting physicians whose

participation increases the panel beyond the 20% or 30% limitations,

the organization bears significant financial risk for payments to and

the utilization practices of the subcontracting physicians and does not

compensate those subcontracting physicians in a manner that

substantially replicates membership or ownership in the organization.

The organization may not facilitate an agreement between any

subcontracting physician and any other physician on their charges to

payers not contracting with the organization. The organization may at

any given item exceed the 20% or 30% limitations as a result of (a) any

physician exiting any relevant physician market or (b) the addition of

any physician not previously offering services in a relevant physician

market who would not have entered that market but for the

organization's efforts to recruit the physician into the market;

however, the organization may not exceed the 20% or 30% limitation by

any greater degree than is directly caused by such exit or entry.

(M) Relevant physician market means, unless defendants obtain

plaintiffs' prior written approval of a different definition, each of

the following groups of physicians with active staff privileges other

than courtesy privileges at Danbury Hospital:

(1) Physicians who are: (a) Board-certified only in general

internal medicine or family practice; (b) listed only under family

practice or internal medicine on the attached medical staff lists of

Danbury Hospital; or (c) generally-recognized, and in fact practicing

more than a third of the time as a family practitioner or general

internist (for purposes of determining the percentage of physicians

applicable to a qualified managed care plan, each physician included in

a relevant physician market pursuant to this clause (c) of Paragraph

(II)(M)(1) of this Final Judgment shall count as only one-third of a

physician);

(2) Physicians who are board-certified in, or board-eligible and

actually practicing in, obstetrics or gynecology;

(3) Physicians who are board-certified in, or board-eligible and

actually practicing in, pediatrics; and

(4) Any other group of physicians who offer services in a relevant

product market as defined applying federal antitrust principles.

(N) Subcontracting physician means any physician who provides

services to an organization or to persons receiving healthcare services

from that physician pursuant to an agreement by that organization to

provide such services, but who does not hold, directly or indirectly,

any ownership interest in that organization.

(O) Substantial financial risk means financial risk achieved

through capitation or the creation of significant financial incentives

for the group to achieve specified cost-containment goals, such as

withholding from all members or owners of a qualified managed care plan

a substantial amount of the compensation due to them, with distribution

of that amount to the members or owners only if the cost-containment

goals are met.

III

Applicability

This Final Judgment applies to DHS, DAIPA, and HealthCare Partners,

and to all other persons who receive actual notice of this Final

Judgment by personal service or otherwise and then act or participate

in active concert with any or all of the defendants.

[[Page 52017]]

IV

Injunctive Relief

(A) DAIPA and HealthCare Partners are enjoined from, directly or

through any agent or other third party, setting, or expressing views

on, the prices or other competitive terms and conditions or negotiating

for competing physicians, regardless of whether those physicians are

subcontracting physicians or owners or members of DAIPA or HealthCare

Partners, unless done as part of the operation of a qualified managed

care plan; provided that, nothing in this Final Judgment shall prohibit

DAIPA or HealthCare Partners from acting as or using a messenger model.

(B) DAIPA, HealthCare Partners, and DHS are enjoined from:

(1) Precluding or discouraging any physician from contracting with

any payer, providing incentives for any physician to deal exclusively

with DAIPA, HealthCare Partners, or any payer, or agreeing to any

priority among themselves as to which will have the right to first

negotiate with any payer, provided that, nothing is in this paragraph

shall prohibit a physician from agreeing to exclusivity in connection

with an ownership interest or membership in a qualified managed care

plan, or prohibit DHS from participant in contracting decisions of DHS-

affiliated physicians;

(2) Disclosing to any physician any financial or other

competitively sensitive business information about any competing

physician, except as is reasonably necessary for the operation of any

qualified managed care plan, or requiring any physician to disclose any

financial or other competitively sensitive business information about

any payer or other competitor of DAIPA or HealthCare Partners; provided

that, nothing in this Final Judgment shall prohibit the disclosure of

information already generally available to the medical community or the

public or the provision of information pursuant to the Antitrust Safety

Zones delineated in the attached Statements 5 and 6 of the 1994

Statements of Enforcement Policy and Analytical Principles Relating to

Health Care and Antitrust;

(3) Owning an interest in any organization (including DAIPA and

HealthCare Partners) that, directly or through any agent or other third

party, sets, or expresses views on, prices or other competitive terms

and conditions or negotiates for competing physicians, regardless of

whether those physicians are subcontracting physicians or owners or

members of that organization, unless that organization is a qualified

managed care plan and complies with Paragraphs IV (B)(1) and (B)(2) of

the Final Judgment as if those Paragraphs applied to that organization;

provided that, nothing in this Final Judgment shall prohibit owning an

interest in an organization that acts as or uses a messenger model.

(C) DHS is enjoined from:

(1) Exercising its control over staff privileges with the purpose

of reducing competition with DHS in any line of business, including

managed care, outpatient surgery or radiology, and physician services;

provided that nothing in this Final Judgment shall limit DHS's

authority to make staff decisions for the purpose of assuring quality

of care;

(2) Conditioning the provision of inpatient hospital services to

individuals covered by any payer on:

(a) The purchase or use of DHS's utilization review program, any

DHS qualified managed care plan, DHS's ancillary or outpatient

services, or any physician's services unless such services are

intrinsically related to the provision of acute inpatient care (as, for

example, are radiology, anesthesiology, emergency room, and pathology

services deemed to be for purposes of this Final Judgment where these

services are performed in connection with an inpatient admission), or

(b) A contract or other agreement to deal through HealthCare

Partners or any other organization; provided that, nothing in this

Paragraph IV(C)(2) shall limit the terms and conditions on which DHS

may contract with any payer pursuant to which DHS bears substantial

financial risk for the delivery of the services or products identified

in Subparagraphs (1) and (2); and

(3) Conditioning rates to any payer for inpatient hospital services

on the exclusive use of DHS outpatient services, provided that nothing

in this Paragraph IV(C)(3) shall (a) limit the terms and conditions on

which DHS may contract with any payer pursuant to which DHS bears

substantial financial risk for the delivery of outpatient services; or

(b) prohibit DHS from entering into exclusive contracts that require

payers to use DHS's outpatient services where rates for those services

are not tied to discounts on inpatient rates.

V

Additional Provisions

(A) DAIPA and HealthCare Partners shall:

(1) Inform each participating physician annually in writing that

the physician is free to contract separately with any payer on any

terms, except with regard to physicians who have agreed to exclusivity

in connection with an ownership interest or membership in a qualified

managed care plan; and

(2) Notify in writing each payer with which HealthCare Partners

currently has or is negotiating a contract, or which subsequently

inquires about contracting with HealthCare Partners, that each provider

on HealthCare Partners' provider panel is free to contract separately

with such payer on any terms, without consultation with DAIPA or

HealthCare Partners.

(B) DHS shall file with plaintiffs each year on the anniversary of

the filing of the Complaint in this action a written report disclosing

the rates for inpatient hospital services to any payer, including any

plan affiliated with DHS, or in lieu of such a report, documents

sufficient to disclose those rates for each payer (other than Medicare

and Medicaid). Plaintiffs agree not to disclose this information unless

in connection with a proceeding to enforce this Final Judgment or

pursuant to a court or congressional order.

VI

Compliance Program

Each defendant shall maintain an antitrust compliance program

(unless the defendant dissolves without any successors or assigns),

which shall include:

(A) Distributing within 60 days from the entry of this Final

Judgment, a copy of the Final Judgment and Competitive Impact Statement

to all officers and directors;

(B) Distributing in a timely manner a copy of the Final Judgment

and Competitive Impact Statement to any person who succeeds to a

position described in Paragraph VI(A);

(C) Briefing annually in writing or orally those persons designated

in Paragraphs VI (A) and (B) on the meaning and requirements of this

Final Judgment and the antitrust laws, including penalties for

violation thereof;

(D) Obtaining from those persons designated in Paragraphs (VI) (A)

and (B) annual written certifications that they (1) have read,

understand, and agree to abide by this Final Judgment, (2) understand

that their noncompliance with this Final Judgment may result in

conviction for criminal contempt of court and imprisonment and/or fine,

and (3) have reported violations, if any, of this Final Judgment of

which they are aware to counsel for the respective defendant; and

(E) Maintaining for inspection by plaintiffs a record of recipients

to whom this Final Judgment and Competitive

[[Page 52018]]

Impact Statement have been distributed and from whom annual written

certifications regarding this Final Judgment have been received.

VII

Certifications

(A) Within 75 days after entry of this Final Judgment, each

defendant shall certify to plaintiffs that it has made the distribution

of the Final Judgment and Competitive Impact Statement as required by

Paragraph VI(A); and

(B) For 10 years, unless the defendant dissolves without any

successors or assigns, after the entry of this Final Judgment, on or

before its anniversary date, each defendant shall certify annually to

plaintiffs whether it has complied with the provisions of Section VI

applicable to it.

VIII

Plaintiffs' Access

For the sole purpose of determining or securing compliance with

this Final Judgment, and subject to any recognized privilege,

authorized representatives of the United States Department of Justice

or the Office of the Attorney General of the State of Connecticut, upon

written request of the Assistant Attorney General in charge of the

Antitrust Division or the Connecticut Attorney General, respectively,

shall on reasonable notice be permitted:

(A) Access during regular business hours of any defendant to

inspect and copy all records and documents in the possession or under

the control of that defendant relating to any matters contained in this

Final Judgment;

(B) To interview officers, directors, employees, and agents of any

defendant, who may have counsel present, concerning such matters; and

(C) To obtain written reports from any defendant, under oath if

requested, relating to any matters contained in this Final Judgment.

IX

Notifications

Each defendant shall notify the plaintiffs at least 30 days prior

to any proposed (1) dissolution of that defendant, (2) sale or

assignment of claims or assets of that defendant resulting in the

emergence of a successor corporation, or (3) change in corporate

structure of that defendant that may affect compliance obligations

arising out of Section IV of this Final Judgment.

X

Jurisdiction Retained

This Court retains jurisdiction to enable any of the parties to

this Final Judgment, but no other person, to apply to this Court at any

time for further orders and directions as may be necessary or

appropriate to carry out or construe this Final Judgment, to modify or

terminate any of its provisions, to enforce compliance, and to punish

violations of its provisions.

XI

Expiration of Final Judgment

This Final Judgment shall expire ten (10) years from the date of

entry.

XII

Public Interest Determination

Entry of this Final Judgment is in the public interest.

Dated: ____________________________.

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United States District Judge

Note: The Danbury Hospital Medical Staff List by Department,

Statement of Department of Justice and Federal Trade Commission

Enforcement Policy on Providers' Collective Provision of the Related

Information to Purchasers of Health Care Services, and Statement of

Department of Justice and Federal Trade Commission Enforcement

Policy on Provider Participation in Exchanges of Price and Cost

Information are attachments to the proposed Final Judgment filed

with the Court. A copy of the attachments may be obtained from the

Department of Justice, Legal Procedures Unit.

Competitive Impact Statement

Pursuant to Section 2(b) of the Antitrust Procedures and Penalties

Act, 15 U.S.C. Sec. 16(b)-(h) (``APPA''), the United States files this

Competitive Impact Statement relating to the proposed Final Judgment

submitted for entry in this civil antitrust proceeding.

I

Nature and Purpose of the Proceeding

On September 13, 1995, the United States and the State of

Connecticut filed a civil antitrust complaint alleging that defendant

HealthCare Partners, Inc. (``HealthCare Partners''), defendant Danbury

Area IPA, Inc. (``DAIPA''), and defendant Danbury Health Systems, Inc.

(``DHS''), with others not named as defendants, entered into an

agreement and took other actions, the purpose and effect of which were,

among other things, to restrain competition unreasonably by preventing

or delaying the development of managed care in the Danbury, Connecticut

area (``Danbury''), to willfully maintain DHS' market power in acute,

inpatient care, and to gain an unfair advantage in markets for

outpatient services, in violation of Sections 1 and 2 of the Sherman

Act, 15 U.S.C. Secs. 1, 2. The Complaint seeks injunctive relief to

enjoin continuance or recurrence of these violations.

The United States and the State of Connecticut filed with the

Complaint a proposed Final Judgment intended to settle this matter.

Entry of the proposed Final Judgment by the Court will terminate this

action, except that the Court will retain jurisdiction over the matter

for further proceedings that may be required to interpret, enforce, or

modify the Judgment, or to punish violations of any of its provisions.

Plaintiffs and all defendants have stipulated that the Court may

enter the proposed Final Judgment after compliance with the APPA,

unless prior to entry plaintiffs have withdrawn their consent. The

proposed Final Judgment provides that its entry does not constitute any

evidence against, or admission by, any party concerning any issue of

fact or law.

The present proceeding is designed to ensure full compliance with

the public notice and other requirements of the APPA. In the

Stipulation to the proposed Final Judgment, defendants have also agreed

to be bound by the provisions of the proposed Final Judgment pending

its entry by the Court.

II

Practices Giving Rise To The Alleged Violations

DHS's 450-bed acute care facility, Danbury Hospital, is the sole

source of acute inpatient care in the Danbury area. It faces no

competition from other general acute care hospitals in the market for

these services and, accordingly, possesses a monopoly in general acute

inpatient care. The Hospital also provides outpatient surgical care and

other services.

By 1992, managed care organizations had recruited a sufficient

number of physicians with active staff privileges at Danbury Hospital

to offer managed care plans to employers and individuals in the Danbury

area. The introduction of managed care plans into the Danbury area

reduced the Hospital's market power in inpatient services by decreasing

the number of hospital admissions and the length of hospital stays,

thereby causing the Hospital to lose significant inpatient volume.

Additionally, the introduction of managed care plans resulted in

increased competition among doctors and reduced referrals to

specialists in

[[Page 52019]]

DOPS (Danbury Hospital's affiliated multispecialty practice group).

In 1993, DHS took steps to form an alliance with virtually every

doctor on its Hospital's medical staff to protect the economic

interests of both the Hospital and the doctors and forestall the

continued development of managed care plans in Danbury. On May 6, 1994,

HealthCare Partners was incorporated to represent jointly Danbury

Hospital and physicians in negotiations with managed care

organizations, and DAIPA was created as the vehicle for physician

ownership in HealthCare Partners. Danbury Hospital and DAIPA jointly

own HealthCare Partners, and each appoints six of the twelve directors

of HealthCare Partners' board of directors.

Only active members of Danbury Hospital's medical staff could be

owners of DAIPA. Over 98% of the doctors on Danbury Hospital's medical

staff joined DAIPA. Each paid a small fee. None committed to any

integration of their practices.

Each doctor who joined DAIPA contracted with HealthCare Partners

and authorized it to negotiate fees on the doctor's behalf. The doctors

authorized HealthCare Partners to enter into non-risk-bearing contracts

in one of two ways.\1\

\1\ While the doctors also authorized HealthCare Partners to

enter into risk-bearing contracts, HealthCare Partners has not

exercised this authority. Even if it had, or does in the future, the

negotiation of risk-bearing contracts would not justify the unlawful

negotiation of non-risk-bearing contracts that occurred here. See

Statements of Enforcement Policy and Analytical Principles Relating

to Health Care and Antitrust (``Health Care Policy Statements'')

that the U.S. Department of Justice and the Federal Trade Commission

issued jointly on September 27, 1994, 4 Trade Reg. Rep. (CCH) para.

13,152, at 20,794 n.35.

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First, it could prepare a minimum fee schedule and present it to

each doctor for approval. A doctor's approval would then authorize

HealthCare Partners to enter into non-risk-bearing contracts on behalf

of the doctor without further consultation so long as the resulting

fees equalled or exceeded the minimum fee schedule.

Alternatively, HealthCare Partners could negotiate fees on behalf

of all the doctors and then present each doctor with the collectively

negotiated fee schedule. Each doctor would then have the opportunity to

accept this jointly negotiated fee schedule.

HealthCare Partners negotiated two contracts using this latter

approach and succeeded in obtaining generous fees for the DAIPA

doctors. Indeed, one of the contracting managed care plans was forced

to increase its fees to doctors outside of the Danbury area to avoid

the excessive administrative costs it would have incurred to administer

one fee schedule for Danbury and a separate schedule for the other

areas in which it operated.

The Hospital's goal in forming HealthCare Partners was to eliminate

competition among physicians in order to further its broader goal of

reducing or limiting the impact of managed care plans on its monopoly

in acute inpatient services. In furtherance of these goals, the

Hospital also used its control over admitting privileges to reduce

competition in physician and outpatient services markets. The Hospital

adopted a Medical Staff Development Plan in part to limit the size and

mix of its medical staff. This Plan effectively controlled the entry of

new physicians into Danbury and thereby insulated HealthCare Partners

from competition. The Hospital also announced a policy that required

its doctors to perform at least 30% of their procedures at the

Hospital. This announcement caused a reduction in the use of a

competing outpatient surgery center.

Based on the facts described above, the Complaint alleges (1) that

the defendants entered into a contract, combination, or conspiracy that

eliminated competition among physicians, reduced or limited the

development of managed care plans, and reduced or limited competition

among outpatient service providers, all in violation of Section 1 of

the Sherman Act, 15 U.S.C. Sec. 1 and (2) that HDS took exclusionary

acts that had the purpose and effect of maintaining Danbury Hospital's

market power in acute inpatient hospital services and gaining an unfair

advantage in markets for outpatient services, in violation of Section 2

of the Sherman Act, 15 U.S.C. Sec. 2.

III

Explanation of The Proposed Final Judgment

The proposed Final Judgment is intended to prevent the continuance

or recurrence of defendants' agreement to eliminate competition among

doctors and reduce or limit the development of managed care in the

Danbury area. The proposed Final Judgment is also intended to prevent

the continuance or recurrence of DHS's exclusionary conduct. The

overarching goal of the proposed Final Judgment is to enjoin defendants

from engaging in any activity that unreasonably restrains competition

among physicians, outpatient service providers, or managed care plans

in the Danbury area, or that willfully maintains Danbury Hospital's

market power in acute inpatient services, or gains Danbury hospital an

unfair advantage in markets for outpatient services, while still

permitting defendants to market a provider-controlled managed care

plan.\2\

\2\ This relief comports with the Health Care Policy Statements,

and in particular with the principles enunciated therein that a

provider network (1) should not prevent the formation of rival

networks and (2) may not negotiate on behalf of providers, unless

those providers share substantial financial risk or offer a new

product to the market place. Statement 8, 4 Trade Reg. Rep. (CCH)

para. 13,152, at 20,788-89; Statement 9, id. at 20,793-94, 20,796.

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A. Scope of the Proposed Final Judgment

Section III of the proposed Final Judgment provides that the Final

Judgment shall apply to defendants and to all other persons who receive

actual notice of this proposed Final Judgment by personal service or

otherwise and then participate in active concert with any defendant.

The proposed Final Judgment applies to DHS, DAIPA, and HealthCare

Partners.

B. Prohibitions and Obligations

Sections IV and V of the proposed Final Judgment contain the

substantive provisions of the Judgment.

In Section IV(A), DAIPA and HealthCare Partners are enjoined from

setting or expressing views on the prices or other competitive terms

and conditions or negotiating entity is a Qualified Managed Care Plan

(``QMCP''--as defined in the proposed Final Judgment and discussed

below). However, DAIPA and HealthCare Partners are permitted to use a

messenger model, as discussed below.

Section IV(B)(1) enjoins DHS, DAIPA, and HealthCare Partners from

precluding or discouraging any physician from contracting with any

payer, providing incentives for any physician to deal exclusively with

DAIPA, HealthCare Partners, or any payer, or agreeing to any priority

among themselves as to which will have the right to negotiate first

with any payer. Nothing in Section IV(B), however, prohibits physicians

from agreeing to exclusivity in connection with an ownership interest

or membership in a QMCP.

Section IV(B)(2) prohibits the sharing of competitively sensitive

information. DHA, DAIPA, and HealthCare Partners are enjoined from

disclosing to any physician any financial or other competitively

sensitive business information about any competing physician and from

requiring any physician to disclose any financial or other

competitively sensitive information about any payer. An exception

permits any defendant to

[[Page 52020]]

disclose such information if disclosure is reasonably necessary for the

operation of a QMCP in which that defendant has an ownership interest,

or if the information is already generally available to the medical

community or the public.

Section IV(B)(3) enjoins DHS, DAIPA, and HealthCare Partners from

owning an interest in any organization that directly or through an

agent or other third party sets fees or other terms of reimbursement,

or negotiates for competing physicians, unless that organization is a

QMCP and complies with Sections IV (B)(1) and (B)(2). However,

defendants may own an interest in an organization that uses a messenger

model.

Section IV(C)(1) enjoins DHS from exercising its control over staff

privileges with the purpose of reducing competition with DHS in any

line of business, including managed care, outpatient services, and

physician services. Nothing in the Final Judgment limits DHS' authority

to make staff decisions for assuring quality of care.

Section IV(C)(2) prohibits DHS from conditioning the provision of

inpatient hospital services to individuals covered by any payer on the

purchase or use of DHS' utilization review program, qualified managed

care plan, ancillary or outpatient services, or any physician's

services, unless the physician services are intrinsically related to

the provision of inpatient care. (These prohibitions, however, do not

apply to any organization or any contract in which DHS has a

substantial financial risk.)

Section IV(C)(3) prohibits DHS from conditioning rates to any payer

for inpatient hospital services on the exclusive use of the Hospital's

outpatient services. Nothing in this Section limits the terms and

conditions on which DHS may contract with any payer pursuant to which

DHS bears substantial financial risk for the delivery of outpatient

services.

Section V of the proposed Final Judgment contains additional

provisions with respect to DAIPA and HealthCare Partners. Section V(A)

requires DAIPA and HealthCare Partners to notify participating

physicians annually that they are free to contract separately with any

payer on any terms, except with regard to those physicians who have

agreed to exclusivity in connection with an ownership interest or

membership in a QMCP. Similarly, DAIPA and HealthCare Partners must

notify in writing each payer with whom HealthCare Partners has or is

negotiating a contract, or which subsequently inquires about

contracting, that each of its participating physicians is free to

contract separately with such payer on any terms and without

consultation with DAIPA or HealthCare Partners.

Under Section V(B), DHS must file with plaintiffs annually on the

anniversary of the filing of the Complaint a written report disclosing

the rates for inpatient hospital services to any payer, including any

plan affiliated with DHS. In lieu of a report, DHS may file documents

disclosing the rates for each payer other than Medicare and Medicaid.

Section VI of the proposed Final Judgment requires defendants to

implement a judgment compliance program. Section VI(A) requires that

within 60 days of entry of the Final Judgment, defendants must provide

a copy of the proposed Final Judgment and the Competitive Impact

Statement to all officers and directors. Sections VI (B) and (C)

require defendants to provide a copy of the proposed Final Judgment and

Competitive Impact Statement to persons who assume those positions in

the future and to brief such persons annually on the meaning and

requirements of the proposed Final Judgment and the antitrust laws,

including penalties for violating them. Section VI(D) requires

defendants to maintain records of such persons' written certifications

indicating that they (1) have read, understand, and agree to abide by

the terms of the proposed Final Judgment, (2) understand that their

noncompliance with the proposed Final Judgment may result in conviction

for criminal contempt of court, and imprisonment, and/or fine, and (3)

have reported any violation of the proposed Final Judgment of which

they are aware to counsel for defendants. Section VI(E) requires

defendants to maintain for inspection by plaintiffs a record of

recipients to whom the proposed Final Judgment and Competitive Impact

Statement have been distributed and from whom annual written

certifications regarding the proposed Final Judgment have been

received.

The proposed Final Judgment also contains provisions in Section VII

requiring defendants to certify their compliance with specified

obligations of Section VI(A) of the proposed Final Judgment. Section

VIII of the proposed Final Judgment sets forth a series of measures by

which plaintiffs may have access to information needed to determine or

secure defendants' compliance with the proposed Final Judgment. Section

IX provides that each defendant must notify plaintiffs of any proposed

change in corporate structure at least 30 days before that change to

the extent the change may affect compliance obligations arising out of

the proposed Final Judgment.

Finally, Section XI states that the Judgment expires ten years from

the date of entry.

C. Effect of the Proposed Final Judgment on Competition

1. The Prohibitions on Setting and Negotiating Fees and Other Contract

Terms

The prohibitions on setting or expressing views on prices and other

contract terms or negotiating for competing physicians, set forth in

Section IV(A), provide defendants with essentially two options for

complying with the proposed Final Judgment. First, HealthCare Partners

and DAIPA may change their manner of operation and no longer set or

negotiate fees on behalf of competing physicians, for example by using

a ``messenger model,'' a term defined in the proposed Final Judgment.

Second, HealthCare Partners and DAIPA may restructure their ownership

and provider panels to become a QMCP.\3\

\3\ Of course, HealthCare Partners and DAIPA could simply cease

operations and dissolve.

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DAIPA jointly owns HealthCare Partners with DHS and appoints six of

HealthCare Partners directors. DAIPA includes competing physicians

among its owners on whose behalf HealthCare Partners negotiates fees

and other competitively sensitive terms and conditions. These

physicians do not share financial risk. The proposed Final Judgment

prevents HealthCare Partners and DAIPA, under their present structures,

from continuing to set or negotiate fees or other terms of

reimbursement collectively on behalf of the competing physicians.

(Section IV(A)) Such conduct would constitute naked price fixing.

Arizona v. Maricopa County Medical Soc'y, 457 U.S. 332, 356-57 (1982).

The proposed Final Judgment does not, however, prohibit HealthCare

Partners and DAIPA, as presently structured, from engaging in

activities that are not anticompetitive. In particular, while the

proposed Judgment enjoins HealthCare Partners and DAIPA from engaging

in price fixing or similar anticompetitive conduct, it permits

HealthCare Partners and DAIPA to use an agent or third party to

facilitate the transfer of information between individual physicians

and purchasers of physician services. Appropriately designed and

administered, such messenger models rarely present substantial

competitive concerns and indeed have the potential to reduce the

transaction costs of negotiations

[[Page 52021]]

between health plans and numerous physicians.

The proposed Final Judgment makes clear that the critical feature

of a properly devised and operated messenger model is that individual

providers make their own separate decisions about whether to accept or

reject a purchaser's proposal, independent of other physicians'

decisions and without any influence by the messenger. (Section II(H))

The messenger may not, under the proposed Judgment, coordinate

individual providers' responses to a particular proposal, disseminate

to physicians the messenger's or other physicians' views or intentions

concerning the proposal, act as an agent for collective negotiation and

agreement, or otherwise serve to facilitate collusive behavior.\4\ The

proper role of the messenger is simply to facilitate the transfer of

information between purchasers of physician services and individual

physicians or physician group practices and not to coordinate or

otherwise influence the physicians' decision-making process.\5\

\4\ For example, it would be a violation of the proposed Final

Judgment if the messenger were to select a fee for a particular

procedure from a range of fees previously authorized by the

individual physician, or if the messenger were to convey collective

price offers from physicians to purchasers or negotiate collective

agreements with purchasers on behalf of physicians. This would be so

even if individual physicians were given the opportunity to ``opt

in'' to any agreement. In each instance, it would in fact be the

messenger, not the individual physician, who would be making the

critical decision, and the purchaser would be faced with the

prospect of a collective response.

\5\ For example, the messenger may convey to a physician

objective or empirical information about proposed contract terms,

convey to a purchaser any individual physician's acceptance or

rejection of a contract offer, canvass member physicians for the

rates at which each would be willing to contract even before a

purchaser's offer is made, and charge a reasonable, non-

discriminatory fee for messenger services. The proposed Final

Judgment gives guidelines for these and other activities that a

messenger may undertake without violating the Final Judgment.

(Section II(H))

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If, on the other hand, HealthCare Partners or DAIPA wants to

negotiate on behalf of competing physicians, it must restructure itself

to meet the requirements of a QMCP as set forth in the proposed Final

Judgment. To comply, (1) the owners or members of HealthCare Partners

or DAIPA (to the extent they compete with other owners or members or

compete with physicians on their provider panels) must share

substantial financial risk, and comprise no more than 30% on a

nonexclusive basis, or 20% on an exclusive basis, of the physicians in

any relevant market; and (2) to the extent HealthCare Partners or DAIPA

has a provider panel that exceeds either of these limits in any

relevant market, there must be a divergence of economic interest

between the owners and the subcontracting physicians, such that the

owners have the incentive to bargain down the fees of the

subcontracting physicians. (See II(L) (1) and (2)) As explained below,

the requirements of a QMCP are necessary to avoid the creation of a

physician cartel while at the same time allowing payers access to

larger physician panels.

a. QMCP Ownership Requirements

The financial risk-sharing requirement of a QMCP ensures that the

physician owners in the venture share a clear economic incentive to

achieve substantial cost savings and provide better services at lower

prices to consumers. This requirement is applicable to all provider-

controlled organizations since without this requirement a network of

competing providers would have both the incentive and the ability to

increase prices for health care services.

The requirement that a QMCP not include more than 30% on a

nonexclusive basis, and 20% on an exclusive basis, of the local

physicians in certain instances is designed to ensure that there are

available sufficient remaining physicians in the market with the

incentive to contract with competing managed care plans or to form

their own plans.\6\ These limitations are particularly critical in this

case in view of defendants' prior conduct in forming negotiating groups

with nearly every physician with active staff privileges at Danbury

Hospital.

\6\ The proposed Final Judgment embodies the parties'

stipulation that only physicians with active staff privileges (not

including those with just courtesy privileges) at Danbury Hospital

are in any relevant physician market. One anticompetitive effect

remedied by the proposed Final Judgment was the reduction in

competition among these physicians, which allowed both the exercise

of horizontal market power in physician markets and the willful

maintenance of the Hospital's market power in acute inpatient

hospital service. Accordingly, the 20% and 30% limitations apply to

this universe of doctors. The proposed Final Judgment specifies

three separate product markets to which these limitations apply:

adult primary care doctors (Section II(M)(1)), OB/GYNs (Section

II(M)(2)), and pediatricians (Section IIM)(3). The limitations also

apply to any other relevant product market for physician services.

(Section II(M)(4)) The proposed Final Judgment permits plaintiffs to

give written approval of relevant markets differing from those

specified.

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The 20% and 30% limitations will prevent defendants from

aggregating market power to pursue and achieve the same type of

anticompetitive effects that led to this action. Consistent with the

reasons for these limitations, the proposed Final Judgment permits

recruitment of new physicians, and thus an increase in the supply of

physicians in the Danbury area, even if that recruitment causes a QMCP

to exceed the 20% or 30% limitation. Similarly, defendants will not

violate the proposed Final Judgment if these limits are exceeded as a

result of a physician exiting any relevant market.

In addition, the 30% limitation does not apply where a QMCP

includes any single physician or pre-existing practice group that

already has more than a 30% market share. In these circumstances, no

aggregation of market power could occur as a result of the practice

group joining the QMCP. To quality for this exemption, the pre-existing

practice group must exist as of the date of the filing of the Complaint

in this action (Section II(I)) For example, Danbury Hospital would

violate the Final Judgment if it owns an interest in a QMCP in which

DOPS participates as an owner on a nonexclusive basis and, after the

filing of the complaint, DOPS acquires physician practices that cause

it to exceed the 30% limitation or increase its market share in markets

where it already exceeds 30%.\7\

\7\ In contrast, the 20% limitation does not have an exception

for pre-existing practice groups because in an exclusive arrangement

such practice groups could have the incentives and ability to create

the same type of cartel that the proposed Final Judgment is intended

to break up.

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b. OMCP Subcontracting Requirements

Many employers and payers may want managed care products with

panels larger than permitted by the 20% and 30% limitations. The QMCP's

subcontracting requirements are designed to permit a larger physician

panel, but with restrictions to avoid the risk of competitive harm. To

offer panels above the 20% and 30% limits, a QMCP must operate with the

same incentives as a nonprovider-controlled plan. Specifically, the

owners of a QMCP must bear significant financial risk for the payments

to, and utilization practices of, the panel physicians in excess of the

20% and 30% limitations. These requirements significantly reduce the

incentives for a QMCP to use the subcontracts as a mechanism for

increasing fees for physician services.

Consequently, the proposed Final Judgment permits a QMCP to

subcontract with any number of physicians in a market provided

important safeguards are met. Under Section II(L)(2) of the proposed

Final Judgment, the subcontracting physician panel may exceed the 20%

or 30% limitation if the organization bears significant financial risk

for payments to and the utilization practices of the subcontracting

physicians and does not compensate those subcontracting

[[Page 52022]]

physicians in a manner that substantially replicates ownership. These

requirements will assure that there is a sufficient divergence of

economic interest between those subcontracting physicians and the

owners such that the owners have the incentive to bargain down the fees

of the subcontracting physicians. Indeed, without these requirements,

the organization could serve as a cartel manager for all members of

Danbury Hospital's active medical staff by, for example, passing

through directly to payers substantial liability for making payments to

the subcontracting physicians.

A QMCP would meet the subcontracting requirements if, for example,

a QMCP were compensated on a capitated, per diem, or diagnostic related

group basis and, in turn, reimbursed subcontracting physicians pursuant

to a fee schedule. In such a situation, an increase in the fee schedule

to subcontracting physicians during the term of a QMCP's contract with

the particular payer would not be directly passed through to the payer

but rather would be borne by a QMCP itself. This would provide a

substantial incentive for a QMCP to bargain down its fees to the

subcontracting physicians.

On the other hand, the subcontracting requirements would not be met

if a QMCP's contract with a payer were structured so that significant

changes in the payments by a QMCP to its physicians directly affected

payments from the payer to a QMCP, or if the payer directly bears the

risk for paying the panel physicians or pays the panel physicians

pursuant to a fee-for-service schedule. The requirements would also not

be satisfied if contracts between a QMCP and the subcontracting

physicians provided that payments to the physicians depended on, or

varied in response to, the terms and conditions of a QMCP's contracts

with payers.\8\ Any of these scenarios would permit a QMCP to pass

through to payers, rather than bear, the risk that its provider panel

will charge fees that are too high or deliver services

inefficiently.\9\

\8\ Nothing in the proposed Final Judgment prohibits a QMCP from

entering into arrangements that shift risk to subcontracting

physicians, such as may be desirable to create cost-reducing

incentives, so long as those arrangements are consistent with the

criteria for a QMCP set forth in Section II(L) of the Judgment.

\9\ Similarly, a QMCP would fail the ownership replication

restriction of Section II(L) of the proposed Final Judgment if, for

example, the owners paid themselves a dividend and then, through

declaration of a bonus, paid the same or similar amount to the

subcontracting physicians. The same would be true if the owners

otherwise structured dividends, bonuses, and incentive payments in

such a way that ensures that subcontracting and owning physicians

receive equal overall compensation.

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2. Prohibitions Against Exclusionary Acts

In addition to helping to organize HealthCare Partners and DAIPA,

DHS used other exclusionary acts to maintain its market power in acute

impatient hospital services and to gain an unfair advantage in markets

for outpatient services. The proposed Final Judgment eliminates the

continuance or recurrence of such exclusionary acts.

Section IV(C) of the proposed Final Judgment prohibits Danbury

Hospital from exercising its control over staff privileges with the

purpose of reducing competition with the Hospital in any line of

business, tying the availability of inpatient services to any other

service, or conditioning favorable inpatient rates on exclusive use of

Danbury Hospital's outpatient services. These prohibitions are crafted

to permit Danbury Hospital to assure the quality of care delivered at

the Hospital, participate in managed care plans, retain freedom to

contract on acceptable terms, and compete aggressively in outpatient

markets, while at the same time ensure that Danbury Hospital does not

unlawfully abuse its monopoly in acute inpatient services. The Hospital

is also required to report annually its inpatient rates to payers.

(Section V(B))

3. Other Substantive Provisions

Section IV(B)(2) of the proposed Final Judgment enjoins the

disclosure to any physician of any financial or competitively sensitive

business information about any competing physician. It also enjoins

defendants' requiring any physician to disclose competitively sensitive

information about any payer. This provision will ensure that defendants

do not exchange information that could facilitate price fixing or other

anticompetitive harm.

Section V(A) requires DAIPA and HealthCare Partners to give notice

to doctors and managed care plans that each doctor currently under

contract with HealthCare Partners is free to contract separately from

DAIPA and HealthCare Partners. This will help abate any continuing

effect from the unlawful conspiracy.

4. Conclusion

The Department of Justice believes that the proposed Final Judgment

contains adequate provisions to prevent further violations of the type

upon which the Complaint is based and to remedy the effects of the

alleged conspiracy and DHS' exclusionary acts. The proposed Final

Judgment's injunctions will restore the benefits of free and open

competition in the Danbury area and will provide consumers with a

broader selection of competitive health care plans.

IV

Alternative to the Proposed Final Judgment

The alternative to the proposed Final Judgment would be a full

trial on the merits of the case. In the view of the Department of

Justice, such a trial would involve substantial costs to the United

States, the State of Connecticut, and defendants and is not warranted

because the proposed Final Judgment provides all of the relief

necessary to remedy the violations of the Sherman Act alleged in the

Complaint.

V

Remedies Available to Private Litigants

Section 4 of the Clayton Act, 15 U.S.C. Sec. 15, provides that any

person who has been injured as a result of conduct prohibited by the

antitrust laws may bring suit in federal court to recover three times

the damages suffered, as well as costs and a reasonable attorney's fee.

Entry of the proposed Final Judgment will neither impair nor assist in

the bringing of such actions. Under the provisions of Section 5(a) of

the Clayton Act, 15 U.S.C. Sec. 16(a), the proposed Final Judgment has

no prima facie effect in any subsequent lawsuits that may be brought

against one or more defendants in this matter.

VI

Procedures Available for Modification of the Proposed Final Judgment

As provided by Sections 2 (b) and (d) of the APPA, 15 U.S.C.

Sec. 16 (b) and (d), any person believing that the proposed Final

Judgment should be modified may submit written comments to Gail Kursh,

Chief; Professions & Intellectual Property Section/Health Care Task

Force; United States Department of Justice; Antitrust Division; 600 E

Street, N.W.; Room 9300; Washington, D.C. 20530, within the 60-day

period provided by the Act. Comments received, and the Government's

responses to them, will be filed with the Court and published in the

Federal Register. All comments will be given due consideration by the

Department of Justice, which remains free, pursuant to Paragraph 2 of

the Stipulation, to withdraw its consent to the proposed Final Judgment

at any time before its entry, if the Department should

[[Page 52023]]

determine that some modification of the Final Judgment is necessary for

the public interest. Moreover, the proposed Final Judgment provides in

Section X that the Court will retain jurisdiction over this action, and

that the parties may apply to the Court for such orders as may be

necessary or appropriate for the modification, interpretation, or

enforcement of the proposed Final Judgment.

VII

Determinative Documents

No materials and documents of the type described in Section 2(b) of

the APPA, 15 U.S.C. Sec. 16(b), were considered in formulating the

proposed Final Judgment. Consequently, none are filed herewith.

Dated: September 13, 1995.

Respectfully submitted,

Mark J. Botti,

Pamela C. Girardi,

Attorneys, Antitrust Division, U.S. Dept. of Justice, 600 E Street,

N.W., Room 9320, Washington, D.C. 20530, (202) 307-0827.

Christopher F. Droney,

United States Attorney.

Carl J. Schuman,

Assistant U.S. Attorney, Federal Bar No. CT 05439, 450 Main Street,

Hartford, Connecticut 06103, (203) 240-3270.

Certificate of Service

I, Carl J. Schuman, hereby certify that copies of the Complaint,

Stipulation, Competitive Impact Statement, and Notice of Lodging in

U.S. v. HealthCare Partners, Inc., et. al. were served on the 13th day

of September 1995 by first class mail to counsel as follows:

David Marx, Jr.,

McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois

60606-5096.

James Sicilian,

Day, Berry & Howard, CityPlace, Hartford, Connecticut 06103.

Carl J. Schuman

[FR Doc. 95-24596 Filed 10-3-95; 8:45 am]

BILLING CODE 4410-01-M