COVER LETTER

CONVERSION OF

ASSOCIATED HOSPITAL SERVICE OF MAINE

(d/b/a BLUE CROSS AND BLUE SHIELD OF MAINE)

AND

ACQUISITION OF ASSETS AND

ASSUMPTION OF LIABILITIES BY

ANTHEM HEALTH PLANS OF MAINE, INC.

A WHOLLY OWNED SUBSIDIARY OF

ANTHEM INSURANCE COMPANIES, INC.

INITIAL CONSOLIDATED FILING

TABLE OF CONTENTS

ITEM SEE TAB

VOLUME 1

1. Joint Introductory Statement

1

2. Associated Hospital Service of Maine Plan of Recapitalization and Conversion

2

A. Amended and Restated Certificate of Organization of AHS Liquidating Corp. (the Converted Insurer)

A

B. Charitable Trust Plan
  1. Articles of Incorporation for Pine Tree Health Care Foundation, Inc., with exhibits
  2. Bylaws of Pine Tree Health Care Foundation, Inc.

C. Comparative Premium Rate Analysis

D. Valuation of Blue Cross Blue Shield of Maine

E. Bylaws of AHS Liquidating Corp.

B

 


C

D

E

3. Plan of Complete Liquidation and Dissolution of AHS Liquidating Corp.

A. AHS Liquidating Trust, Liquidating Trust Agreement

3

A

4. Bulk Reinsurance Agreement, Bill of Sale, and Assumption of Liabilities between Blue Cross and Blue Shield of Maine and Anthem Health Plans of Maine, Inc.

4

5. Anthem Health Plans of Maine, Inc., Application for a Certificate of Authority

A. Anthem's Holding Company Registration Statement

B. Proposed Certificate of Organization of Anthem Health Plans of Maine, Inc.

C. Proposed Bylaws of Anthem Health Plans of Maine, Inc.

5


A

B


C

6. Anthem Health Plans of Maine, Inc., Form A, Statement Regarding the Acquisition of Control of Domestic Insurers

A. Asset Purchase Agreement and exhibits thereto

B. Intercompany Services Agreement

C. Organizational Chart

D. Biographical Affidavits

E. Blue Cross and Blue Shield of Maine Product Summary

F. Anthem Health Plans of Maine, Inc. Financial Projections

6

A

B

C

D

E

F

VOLUME 2

G. Anthem Insurance Companies, Inc. Audited Financial Statement, 1994

G

H. Anthem Insurance Companies, Inc. Audited Financial Statement, 1995

H

I. Anthem Insurance Companies, Inc. Audited Financial Statement, 1996

I

J. Anthem Insurance Companies, Inc. Audited Financial Statement, 1997

J

K. Anthem Insurance Companies, Inc. Audited Financial Statement, 1998

K

L. Anthem Insurance Companies, Inc. Quarterly Statement, March 31, 1999

L

M. Anthem Insurance Companies, Inc. Quarterly Statement, June 30, 1999

M

N. Maine Partners Health Plan, Inc. Audited Financial Statement, 1998

N

O. Central Maine Partners Health Plan, Inc. Audited Financial Statement, 1998

O

P. Blue Cross and Blue Shield of Maine Audited Financial Statement, 1997

P

Q. Blue Cross and Blue Shield of Maine Audited Financial Statement, 1998

Q

R. Annual Report of Anthem Insurance Companies, Inc., 1997

R

S. Annual Report of Anthem Insurance Companies, Inc., 1998

S

7. Joint Motion in Support of Notice of Pending Proceeding

7

A. Proposed Notice of Pending Proceeding and Prehearing Conference

B. Proposed Order to Publish Notice of Pending Proceeding

A

B