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1
.
REVISED HOLD SEPARATE ORDER
|
EXTRACTED KEY WORDS
AETNA NYLCARE-GULF COAST SEPARATE DIVESTITURES BUSINESS SEPARATE STIPULATION MANAGEMENT SALE JUDGEMENT PLAINTIFFS REPORTS EMPLOYEES AGREEMENTS NYLCARE ENTITIES PRUDENT COMPETITORS SOLE DISCRETION INSURANCE COMPANY HMO HMO-BASED POS HEALTH CARE PURCHASE ASSETS ONGOING BUSINESSES HMO-BASED POS PLAN ACQUISITION PRICING MARKETING CONSULTANT |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
REVISED HOLD SEPARATE STIPULATION AND ORDER
It is hereby stipulated by and between the undersigned parties, by their respective
attorneys, subject to approval and entry by the Court, that:
I. DEFINITIONS
As used in this Revised Hold Separate Stipulation and Order:
A. "Aetna" means defendant Aetna Inc., a Connecticut corporation with its
headquarters and principal place of business in Hartford, Connecticut, its successors, assigns,
subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and its directors,
officers, managers, agents, and employees.
B. "NYLCare-Gulf Coast" means NYLCare Health Plans of the Gulf Coast, Inc., a
wholly-owned subsidiary of Aetna that operates a licensed HMO and HMO-based POS business
under that name in Houston, Brazoria, Galveston, Austin, San Antonio, and Corpus Christi,
Texas.
SNIPPETS:
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2
.
REVISED COMPETITIVE IMPACT STATEMENT
|
EXTRACTED KEY WORDS
AETNA PLANS HOUSTON DALLAS HEALTH COMPLAINT COURT UNITED STATES CARE SALE COMPETITION PROPOSED ACQUISITION ENTRY HMO BUSINESS PHYSICIANS HMO-POS PLANS INSURANCE COMPANY DIVESTITURES CLAYTON ACT COMPETITIVE IMPACT STATEMENT NYLCARE-GULF COAST NYLCARE-SOUTHWEST COMPLAINT ALLEGES NYLCARE ENTITIES COMPETITORS PPO PLAINTIFFS POS PLANS |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
REVISED COMPETITIVE IMPACT STATEMENT
Pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act ("APPA"), 15
U.S.C. § 16(b)-(h), the United States submits this Competitive Impact Statement to assist the
Court in assessing the proposed Revised Final Judgment submitted for entry in this civil antitrust
proceeding.
I.
NATURE AND PURPOSE OF THIS PROCEEDING
The United States filed a civil antitrust Complaint under Section 15 of the Clayton Act,
15 U.S.C. § 25, on June 21, 1999, alleging that the proposed acquisition by Aetna Inc. ("Aetna")
of The Prudential Insurance Company of America's ("Prudential") health care business would
violate Section 7 of the Clayton Act ("Section 7"), 15 U.S.C. § 18. The State of Texas, by and
through its Attorney General, is co-plaintiff with the United States in this action.
The Complaint alleges that Aetna and Prudential compete head-to-head in the sale of
health maintenance organization ("HMO") and HMO-based point-of-service ("HMO-POS")
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3
.
COMPETITIVE IMPACT STATEMENT
|
EXTRACTED KEY WORDS
AETNA PLANS HOUSTON DALLAS HEALTH COMPLAINT COURT UNITED STATES HEALTH CARE COMPETITION PROPOSED ACQUISITION SALE ENTRY HMO BUSINESS PHYSICIANS HMO-POS PLANS INSURANCE COMPANY CLAYTON ACT DIVESTITURES COMPETITIVE IMPACT STATEMENT NYLCARE-GULF COAST COMPLAINT ALLEGES COMPETITORS NYLCARE-SOUTHWEST PPO PLAINTIFFS APPA PURCHASERS |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
)
UNITED STATES OF AMERICA, and the )
STATE OF TEXAS, )
)
Plaintiffs, ) Civil Action
)
v. )) Judge Sanders
AETNA INC., and )
THE PRUDENTIAL INSURANCE )
COMPANY OF AMERICA, )
)
Defendants. )
)
COMPETITIVE IMPACT STATEMENT
Pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act ("APPA"), 15
U.S.C. § 16(b)-(h), the United States submits this Competitive Impact Statement to assist the
Court in assessing the proposed Final Judgment submitted for entry in this civil antitrust
proceeding.
I.
NATURE AND PURPOSE OF THIS PROCEEDING
The United States filed a civil antitrust Complaint under Section 15 of the Clayton Act,
U.S.C. § 25, on June 21, 1999, alleging that the proposed acquisition by Aetna Inc. ("Aetna") of
The Prudential Insurance Company of America's ("Prudential") health care business would violate
Section 7 of the Clayton Act ("Section 7"), 15 U.S.C. § 18. The State of Texas, by and through
its Attorney General, is co-plaintiff with the United States in this action.
The Complaint alleges that Aetna and Prudential compete head-to-head in the sale of
health maintenance organization ("HMO") and HMO-based point-of-service ("HMO-POS")
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4
.
STIPULATION FOR ENTRY OF PROPOSED REVISED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
COURT STIPULATION ENTRY PARTIES PROVISIONS PARTY DEFENDANTS COURT RULING DECLINING HERETO MOTION COMPLIANCE PLAINTIFFS WITHDRAWN CONSENT APPEALS DIVESTITURES FILING ABIDE JUDGMENT PENDING ENTRY EXPIRATION SIGNING EQUAL FORCE WRITING PARAGRAPH JUDGMENT PURSUANT ORDERED CONTINUED COMPLIANCE OBLIGATIONS PREJUDICE RAISE |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
STIPULATION FOR ENTRY OF PROPOSED REVISED FINAL JUDGMENT
It is stipulated by and between the undersigned parties, by their respective attorneys,
follows:
(1) This Court has jurisdiction over the subject matter of this action and over each of
parties hereto, and venue is proper in this Court.
(2) The proposed Revised Final Judgment attached hereto 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. § 16,
and without further notice to any party or other proceedings, provided that the plaintiffs have not
withdrawn their consent, which they may do at any time before entry of the proposed Revised
Final Judgment by serving notice thereof on all other parties and by filing that notice with the
Court.
(3) Defendants shall abide by and comply with the provisions of the proposed Revised
Final Judgment pending entry of the Revised Final Judgment by the Court, or until expiration of
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5
.
MOTION FOR ENTRY OF REVISED HOLD SEPARATE ORDER
|
EXTRACTED KEY WORDS
ENTRY PARTIES JOINT MOTION JUDGEMENT PRUDENTIAL INSURANCE COMPANY AMERICA UNDERSIGNED PARTIES ATTORNEYS HEREBY MATTER REQUEST SIMULTANEOUSLY FILING REVISED COMPETITIVE IMPACT COMPETITIVE IMPACT STATEMENT |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
JOINT MOTION FOR ENTRY OF A REVISED HOLD SEPARATE
STIPULATION AND ORDER
The undersigned parties, by their respective attorneys, hereby move for the entry of a
Revised Hold Separate Stipulation and Order in this matter. Since the Court's entry of the initial
Stipulation and Order on June 22, 1999, the parties have further clarified certain aspects of the
Proposed Final Judgment and the Hold Separate Stipulation and Order and therefore request that
a revised Hold Separate Stipulation and Order be entered to properly reflect these developments.
The parties are simultaneously filing a Joint Motion to File a Revised Stipulation, a Revised
Proposed Final Judgment, and a Revised Competitive Impact Statement.
Dated: August 3, 1999
Respectfully submitted,
FOR PLAINTIFF FOR DEFENDANT
UNITED STATES OF AMERICA AETNA, INC.
/S/ /S/
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6
.
STIPULATION
|
EXTRACTED KEY WORDS
JUDGEMENT STIPULATION PARTIES ENTRY PROVISIONS PARTY DEFENDANTS COURT RULING DECLINING HERETO MOTION COMPLIANCE PLAINTIFFS WITHDRAWN CONSENT APPEALS DIVESTITURES JUDGMENT PENDING ENTRY EXPIRATION SIGNING EQUAL FORCE WRITING PARAGRAPH JUDGMENT PURSUANT ORDERED CONTINUED COMPLIANCE OBLIGATIONS PREJUDICE RAISE HARDSHIP MODIFY |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
STIPULATION
It is stipulated by and between the undersigned parties, by their respective attorneys,
follows:
(1) This Court has jurisdiction over the subject matter of this action and over each of
parties hereto, and venue is proper in this Court.
(2) The proposed Final Judgment attached hereto 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. § 16, and without
further notice to any party or other proceedings, provided that the plaintiffs have not withdrawn
their consent, which it may do at any time before entry of the proposed Final Judgment by serving
notice thereof on all other parties and by filing that notice with the Court.
(3) Defendants shall abide by and comply with the provisions of the proposed Final
Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all
appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the
date of the signing of this Stipulation, comply with all the terms and provisions of the proposed
Final Judgment as though the same were in full force and effect as an order of the Court.
(4) This Stipulation shall apply with equal force and effect to any amended proposed
Judgment agreed upon in writing by the parties and submitted to the Court.
(5) In the event the plaintiffs withdraw their consent, as provided in paragraph (2)
or in the event that the Court declines to enter the proposed Final Judgment pursuant to this
Stipulation, the time has expired for all appeals of any Court ruling declining entry of the
proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the
SNIPPETS:
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7
.
REVISED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
COAST UNITED STATES JUDGEMENT PLAINTIFFS PLANS TEXAS COURT ASSETS DALLAS HOUSTON NYLCARE HEALTH PLANS DIVESTITURES NYLCARE-SOUTHWEST NYLCARE-GULF COAST TRUSTEE ATTORNEY APPROVALS DEFENDANTS HMO HMO-BASED POS PLANS PROVISIONS PRUDENTIAL INSURANCE COMPANY INSURANCE COMPANY XII SEPARATE STIPULATION AGREEMENTS SOLE DISCRETION ACCOMPLISH PROSPECTIVE PURCHASERS |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC. and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
REVISED FINAL JUDGMENT
WHEREAS, plaintiffs, the United States of America and the State of Texas, filed a
Complaint in this action on June 21, 1999, and plaintiffs and defendants, by their respective
attorneys, having consented to the entry of this Revised Final Judgment without trial or
adjudication of any issue of fact or law herein, and without this Revised Final Judgment
constituting any evidence against or an admission by any party with respect to any issue of law or
fact herein;
AND WHEREAS, defendants have agreed to be bound by the provisions of this Revised
Final Judgment pending its approval by the Court;
AND WHEREAS, plaintiffs intend to preserve competition by requiring Aetna to divest
its interests in the Houston operations of NYLCare Health Plans of the Gulf Coast, Inc. and the
Dallas operations of NYLCare Health Plans of the Southwest, Inc., consisting of, among other
assets, approximately two hundred sixty thousand (260,000) and one hundred sixty seven
1
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8
.
PROPOSED REVISED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
COAST PLANS JUDGEMENT PLAINTIFFS UNITED STATES TEXAS COURT DALLAS HOUSTON NYLCARE HEALTH PLANS DIVESTITURES NYLCARE-SOUTHWEST NYLCARE-GULF COAST ATTORNEY APPROVALS HMO HMO-BASED POS PLANS DEFENDANTS PROVISIONS PRUDENTIAL INSURANCE COMPANY INSURANCE COMPANY XII AGREEMENTS SOLE DISCRETION ADMINISTRATION ACCOMPLISH PROSPECTIVE PURCHASERS PRESERVE COMPETITION GULF COAST |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC. and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
REVISED FINAL JUDGMENT
WHEREAS, plaintiffs, the United States of America and the State of Texas, filed a
Complaint in this action on June 21, 1999, and plaintiffs and defendants, by their respective
attorneys, having consented to the entry of this Revised Final Judgment without trial or
adjudication of any issue of fact or law herein, and without this Revised Final Judgment
constituting any evidence against or an admission by any party with respect to any issue of law or
fact herein;
AND WHEREAS, defendants have agreed to be bound by the provisions of this Revised
Final Judgment pending its approval by the Court;
AND WHEREAS, plaintiffs intend to preserve competition by requiring Aetna to divest its
interests in the Houston operations of NYLCare Health Plans of the Gulf Coast, Inc. and the
Dallas operations of NYLCare Health Plans of the Southwest, Inc., consisting of, among other
thousand (167,000) commercially insured HMO and HMO-based POS enrollees, respectively;
AND WHEREAS, plaintiffs require defendants to make the divestitures for the purpose of
SNIPPETS:
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9
.
PROPOSED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
JUDGEMENT COAST UNITED STATES PLAINTIFFS PLANS TEXAS COURT ASSETS DALLAS HOUSTON DIVESTITURES TRUSTEE ATTORNEY NYLCARE-SOUTHWEST NYLCARE-GULF COAST DEFENDANTS NYLCARE HEALTH PLANS HMO HMO-BASED POS PLANS PROVISIONS ACCOMPLISH SEPARATE STIPULATION SOLE DISCRETION XII AGREEMENTS PURCHASERS ADMINISTRATION WRITTEN NOTICE GULF COAST |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
)
UNITED STATES OF AMERICA, and the )
STATE OF TEXAS, )
)
Plaintiffs, ) Civil Action
)
v. )) Filed: June
AETNA, INC., and )
THE PRUDENTIAL INSURANCE )
COMPANY OF AMERICA, )
Defendants. )
)
FINAL JUDGMENT
WHEREAS, plaintiffs, the United States of America and the State of Texas, filed a
Complaint in this action on June 21, 1999, 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 herein, and without this Final Judgment constituting any evidence against or an
admission by any party with respect to any issue of law or fact herein;
AND WHEREAS, defendants have agreed to be bound by the provisions of this Final
Judgment pending its approval by the Court;
AND WHEREAS, plaintiffs intend to preserve competition by requiring Aetna to divest its
interests in the Houston operations of NYLCare Health Plans of the Gulf Coast, Inc. and the
Dallas operations of NYLCare Health Plans of the Southwest, Inc., consisting of, among other
assets, approximately two hundred sixty thousand (260,000) and one hundred sixty seven
1
thousand (167,000) commercially insured HMO and HMO-based POS enrollees, respectively;
AND WHEREAS, plaintiffs require defendants to make the divestitures for the purpose of
SNIPPETS:
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10
.
MOTION TO FILE REVISED PLEADINGS
|
EXTRACTED KEY WORDS
FILING STIPULATION JUDGEMENT PRUDENTIAL INSURANCE COMPANY AMERICA UNDERSIGNED PARTIES ATTORNEYS HEREBY REVISED COMPETITIVE IMPACT COMPETITIVE IMPACT STATEMENT REVIEW MATTER REQUEST REVISED PLEADINGS SIMULTANEOUSLY FILING JOINT MOTION ENTRY SEPARATE STIPULATION |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
UNITED STATES OF AMERICA, and the
STATE OF TEXAS,
Plaintiffs,
v.
AETNA INC., and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, )
Defendants.
JOINT MOTION TO FILE REVISED PLEADINGS
The undersigned parties, by their respective attorneys, hereby move to file a Revised
Stipulation, a Revised Proposed Final Judgment, and a Revised Competitive Impact Statement for
the Court's review in this matter. Since the initial filing, made on June 21, 1999, the parties
further clarified certain aspects of the Proposed Final Judgment and therefore request that the
revised pleadings be accepted for filing. The parties are simultaneously filing a Joint Motion for
Entry of a Revised Hold Separate Stipulation and Order for the Court's consideration.
Dated: August 2, 1999
Respectfully submitted,
FOR PLAINTIFF FOR DEFENDANT
UNITED STATES OF AMERICA AETNA, INC.
/S/ /S/
PAUL J. O'DONNELL ROBERT E. BLOCH
Massachusetts Bar #547125 D.C. Bar #175927
U.S. Department of Justice Mayer, Brown & Platt
SNIPPETS:
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11
.
HOLD SEPARATE ORDER
|
EXTRACTED KEY WORDS
AETNA NYLCARE-GULF COAST SEPARATE SEPARATE STIPULATION BUSINESS DIVESTITURE MANAGEMENT JUDGEMENT PLAINTIFFS EMPLOYEES REPORTS SALES COMPETITORS HEALTH CARE PRUDENT ASSETS AGREEMENTS SOLE DISCRETION SUBSIDIARIES ACQUISITION ONGOING BUSINESSES PRICING MARKETING CONSULTANT COMBINED NYLCARE-GULF COAST PURSUANT FINANCE CONSISTENT UNDERWRITING |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
)
UNITED STATES OF AMERICA, and the )
STATE OF TEXAS, )
Plaintiffs, ) Civil Action
)
v. )) Filed:June
AETNA INC., and )
THE PRUDENTIAL INSURANCE )
COMPANY OF AMERICA, )
Defendants. )
)
HOLD SEPARATE STIPULATION AND ORDER
It is hereby stipulated by and between the undersigned parties, by their respective
attorneys, subject to approval and entry by the Court, that:
I. DEFINITIONS
As used in this Hold Separate Stipulation and Order:
A. "Aetna" means defendant Aetna Inc., a Connecticut corporation with its
headquarters and principal place of business in Hartford, Connecticut, its successors, assigns,
subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and its directors,
officers, managers, agents, and employees.
B. "NYLCare-Gulf Coast" means NYLCare Health Plans of the Gulf Coast, Inc., a
wholly-owned subsidiary of Aetna that operates a licensed HMO and HMO-based POS business
under that name in Houston, Brazoria, Galveston, Austin, San Antonio, and Corpus Christi,
Texas.
C. "NYLCare-Southwest" means NYLCare Health Plans of the Southwest, Inc., a
SNIPPETS:
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12
.
COMPLAINT
|
EXTRACTED KEY WORDS
HEALTH PHYSICIANS HMO CARE AETNA PROVIDER DALLAS HOUSTON PRICE HMO-POS QUALITY ACQUISITION PATIENTS HEALTH INSURANCE COMPETITION BUSINESS PPO EMPLOYEES COSTS MANAGED CARE MARKET NETWORK ABILITY PURCHASING TEXAS REDUCTION INDEMNITY POS HMO-POS ENROLLEES |
UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION)
)
UNITED STATES OF AMERICA, and the )
STATE OF TEXAS, )
)
Plaintiffs, ) Civil Action
)
v. )) Filed: June
AETNA, INC., and )
THE PRUDENTIAL INSURANCE )
COMPANY OF AMERICA, )
Defendants. )
)
COMPLAINT
The United States of America, acting under the direction of the Attorney General of the
United States, and the State of Texas, acting under the direction of the Texas Attorney General,
bring this action to enjoin defendant Aetna, Inc. ("Aetna") from acquiring certain health
insurance-related assets of its competitor, defendant The Prudential Insurance Company of
America ("Prudential"), in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18,
and alleges as follows:
1. Aetna is the largest health insurance company in the United States, providing
health care benefits to approximately 15.8 million people in 50 states and the District of
Columbia. Prudential is the ninth largest health insurance company in the nation, providing health
care benefits to approximately 4.9 million people in 28 states and the District of Columbia.
2. Aetna and Prudential each offer a wide range of managed health insurance
including health maintenance organization ("HMO") plans and point of service ("POS") plans.
Aetna and Prudential compete against each other in part by offering HMO and HMO-based POS
("HMO-POS") plans in Houston and Dallas, Texas, providing consumers with increased quality
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