The Maine Health Alliance (hereinafter referred to as "MHA"), through its attorneys, Duane, Morris & Heckscher LLP, applies for intervention as of right pursuant to 5 M.R.S.A. § 9054(1) as follows:

1. MHA is an integrated delivery system engaged in the business of arranging for the provision of health care services through hospitals, primary care physicians and specialist physicians under contract with MHA.

2. Associated Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine (hereinafter referred to as "BCBSME"), MHA and 11 hospitals participating in MHA (hereinafter referred to as "MHA hospitals") have entered into a Hospital Services Agreement (hereinafter referred to as "Agreement"). The Agreement became effective on September 1, 1997, and will continue in effect until December 31, 1999.

3. In basic terms, the Agreement requires MHA hospitals to provide covered health care services to enrollees of BCBSME benefit plans, and requires BCBSME to pay MHA hospitals for services provided according to certain reimbursement schedules described in the Agreement.

4. BCBSME payments represent approximately twelve to thirteen percent of the MHA hospitals' revenue. Additionally, BCBSME payments to MHA hospitals amount to approximately Thirty-Three to Thirty-Four Million Dollars per year.

5. BCBSME and MHA are currently negotiating a new contract for hospital services to take effect January 1, 2000 (hereinafter referred to as "negotiations"). MHA anticipates that BCBSME and MHA will reach an agreement in November 1999.

6. During the negotiations, MHA learned that BCBSME would not bind Anthem Health Plan of Maine, Inc. (hereinafter referred to as "Anthem BCBSME") to BCBSME hospital services contracts in force at the closing of Anthem BCBSME's acquisition of BCBSME. Moreover, Anthem BCBSME would not assume any of BCBSME's obligations and liabilities under any hospital services agreement entered into with MHA and MHA hospitals.

7. Based upon the statements set forth in paragraphs 1 through 6, it is clear that MHA and MHA hospitals will be substantially and directly affected by the pending proceeding in connection with the application of BCBSME to convert to a stock insurer, liquidate and dissolve, and the application of Anthem BCBSME to acquire assets of BCBSME.

WHEREFORE, MHA requests that the Bureau of Insurance grant MHA's application for intervention as of right.

Respectfully submitted,

Dated this ___ day of October, 1999. ____________________________________

Gregory A. Brodek, Esq.

DUANE, MORRIS & HECKSCHER LLP

15 Columbia Street, Fourth Floor

Bangor, ME 04401

(207) 990-4800

Attorneys for The Maine Health Alliance

BGR\87.1