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.
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Civil Action No
3-99CV 1398-H
Filed:
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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
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
establishing a viable competitor in the development, marketing, and sale of HMO and HMO-based
POS health plans in the Houston and Dallas areas;
AND WHEREAS, plaintiffs require defendants to make the divestitures for the purpose of
redressing the effects that the United States and the State of Texas allege would otherwise result
from Aetna's proposed acquisition of Prudential's health care assets, including the ability to
depress physicians' reimbursement rates in Houston and Dallas, which is likely to lead to a
reduction in quantity or a degradation in the quality of physician services provided to patients in
those areas;
AND WHEREAS, defendants have represented to plaintiffs that the divestitures ordered herein
can and will be made and that defendants will later raise no claims of hardship or difficulty as
grounds for asking the Court to modify any of the divestiture provisions contained below;
NOW, THEREFORE, before the taking of any testimony, and without trial or adjudication of
any issue of fact or law herein, and upon consent of the parties hereto, it is hereby ORDERED,
ADJUDGED, AND DECREED as follows:
I. JURISDICTION
This Court has jurisdiction over each of the parties hereto and over the subject matter of this
action. The Complaint states a claim upon which relief may be granted against defendants, as
hereinafter defined, under Section 7 of the Clayton Act, as amended (15 U.S.C. § 18).
II. DEFINITIONS
As used in this Revised Final Judgment:
- "Aetna" means 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.
- "Dallas" means the entire service area of NYLCare-Southwest including, but not limited to,
the following Texas counties: Collin, Dallas, Denton, Ellis, Grayson, Henderson, Hood, Hunt,
Johnson, Kaufman, Parker, Rockwall, and Tarrant.
- "Excluded Assets" means those businesses of NYLCare-Gulf Coast and
NYLCare-Southwest that need not be divested, which consist of (1) all Medicare HMO plans; (2)
commercial HMO and HMO-based POS accounts not located in Houston or Dallas; (3) provider
network rental arrangements for PPO plans; and (4) administrative services contracts with
self-funded plans.
- "Houston" means the following Texas counties: Brazoria, Chambers, Fort Bend,
Galveston, Harris, Liberty, Montgomery, and Waller.
- "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 Central and Southeastern Texas, excepting the Excluded Assets, and includes:
- all tangible assets necessary to compete in the sale or administration of HMO and
HMO-based POS plans; all personal property, inventory, office furniture, fixed assets and fixtures,
materials, supplies, facilities, and other tangible property or improvements used in the sale or
administration of HMO and HMO-based POS plans; all licenses, permits, and authorizations
issued by any governmental organization relating to HMO and HMO-based POS plans; contracts
or agreements for coverage of approximately two hundred sixty thousand (260,000) commercially
insured HMO and HMO-based POS plan enrollees; all other contracts, agreements, leases,
commitments, and understandings pertaining to HMO and HMO-based POS plans; all contracts
with accounts located in Houston; all customer lists and credit records; and all other records
maintained in connection with the sale and administration of HMO and HMO-based POS plans in
Houston or Dallas;
- all intangible assets relating to the sale or administration of HMO and HMO-based POS
plans, including but not limited to any licenses and sublicenses, intellectual property, technical
information, know-how, trade secrets, programs, and all manuals and technical information
provided to employees, customers, suppliers, agents, or licensees.
- "NYLCare-Southwest" means NYLCare Health Plans of the Southwest, Inc., a wholly
owned subsidiary of Aetna that operates a licensed HMO and HMO-based POS business under
that name in Dallas, Fort Worth, and several smaller cities in North Texas, including Paris, Tyler,
Longview and Amarillo, excepting the Excluded Assets, and includes:
- all tangible assets necessary to compete in the sale or administration of HMO and
HMO-based POS plans; all personal property, inventory, office furniture, fixed assets and fixtures,
materials, supplies, facilities, and other tangible property or improvements used in the sale or
administration of HMO and HMO-based POS plans; all licenses, permits, and authorizations
issued by any governmental organization relating to HMO and HMO-based POS plans; contracts
or agreements for coverage of approximately one hundred sixty seven thousand (167,000)
commercially insured HMO and HMO-based POS plan enrollees; all other contracts, agreements,
leases, commitments, and understandings pertaining to HMO and HMO-based POS plans; all
contracts with accounts located in Dallas; all customer lists and credit records; and all other
records maintained in connection with the sale and administration of HMO and HMO-based POS
plans in Dallas or Houston;
- all intangible assets relating to the sale or administration of HMO and HMO-based POS
plans, including but not limited to any licenses and sublicenses, intellectual property, technical
information, know-how, trade secrets, programs, and all manuals and technical information
provided to employees, customers, suppliers, agents, or licensees.
- "Prudential" means The Prudential Insurance Company of America, a New Jersey mutual
insurance company with its principal place of business in Newark, New Jersey, its successors,
assigns, subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and directors,
officers, managers, agents, and employees.
III. APPLICABILITY
- The provisions of this Revised Final Judgment apply to Aetna and Prudential and to all
other persons in active concert or participation with any of them who shall have received actual
notice of this Revised Final Judgment by personal service or otherwise.
- Aetna shall require, as a condition of the sale or other disposition of NYLCare-Gulf Coast
and NYLCare-Southwest, that the acquirer agree to be bound by the provisions of this Revised
Final Judgment.
IV. DIVESTITURE
- Aetna is hereby ordered and directed in accordance with the terms of this Revised Final
Judgment to divest its interests in NYLCare-Gulf Coast and NYLCare-Southwest, excepting only
the Excluded Assets, to an acquirer(s) acceptable to the plaintiffs, in their sole discretion, subject
to Section XII.
- Aetna is obligated to cause NYLCare-Gulf Coast and NYLCare-Southwest to maintain
contracts or agreements for coverage of approximately two hundred sixty thousand (260,000)
commercially insured HMO and HMO-based POS plan enrollees in Houston and contracts or
agreements for coverage of approximately one hundred sixty seven thousand (167,000)
commercially insured HMO and HMO-based POS plan enrollees in Dallas through the date of
signing the definitive purchase and sale agreement(s) for the divestiture of the two NYLCare
entities. Aetna may include related PPO business as a part of the sale of the NYLCare entities,
and the actual number of such PPO enrollees as of the date of signing of the definitive purchase
and sale agreement(s) for the divestiture of the NYLCare entities will be taken into account in
determining Aetna's compliance with the membership targets described herein.
- Aetna shall use its best efforts to accomplish the divestitures as expeditiously as
possible and will accelerate the timetable for executing the definitive purchase and sale
agreement(s) for the divestiture of the NYLCare entities to a target date of October 1, 1999. In
any event, Aetna shall execute definitive purchase and sale agreement(s) and shall file all required
applications for regulatory approval within one-hundred and twenty (120) calendar days after
June 21, 1999. Aetna shall complete the divestitures within five (5) business days after it receives
all necessary regulatory approvals for divestiture of NYLCare-Gulf Coast and
NYLCare-Southwest and the acquisition of Prudential, or five (5) business days after notice of the
entry of this Revised Final Judgment by the Court, whichever is later.
- The plaintiffs, in their sole discretion, subject to Section XII, may extend the time period
for any divestitures for an additional period of time not to exceed sixty (60) calendar days. If a
further extension is required to obtain necessary regulatory approvals, the plaintiffs, in their sole
discretion, subject to Section XII, may grant the time necessary to obtain such approvals.
- In accomplishing the divestitures ordered by this Revised Final Judgment, Aetna promptly
shall make known, by usual and customary means, the availability for purchase of NYLCare-Gulf
Coast and NYLCare-Southwest. Aetna shall inform any person making an inquiry regarding a
possible purchase that the sale is being made pursuant to this Revised Final Judgment and shall
provide such person with a copy of this Revised Final Judgment. Aetna shall also offer to furnish
to all prospective purchasers, subject to reasonable confidentiality assurances, all information
regarding NYLCare-Gulf Coast and NYLCare-Southwest customarily provided in a due diligence
process, except information subject to the attorney-client privilege or the attorney work-product
privilege. Aetna shall make available such non-privileged information to the United States and the
State of Texas at the same time that such information is made available to prospective purchasers.
- Aetna shall permit prospective purchasers to have reasonable access to all NYLCare-Gulf
Coast's and NYLCare-Southwest's personnel, physical facilities, and any and all financial,
operational or other documents and information customarily provided as part of a due diligence
process.
- Aetna shall not take any action that will impede in any way the operation of NYLCare-Gulf
Coast and NYLCare-Southwest; shall immediately cease all actions directed at the integration of
NYLCare-Gulf Coast and NYLCare-Southwest into Aetna.
- Aetna shall take all steps necessary to ensure that NYLCare-Gulf Coast and
NYLCare-Southwest are maintained and operated as independent, on-going, economically viable,
and active competitors until completion of the divestitures ordered by this Revised Final
Judgment, including but not limited to the following:
- Aetna will appoint experienced senior management to run the combined business of
NYLCare-Gulf Coast and NYLCare-Southwest. These executives may be recruited from within
the existing Aetna or NYLCare organizations, with plaintiffs' approval, subject to Section XII, or
from outside the company.
- Aetna will create a separate and independent sales organization for NYLCare-Gulf Coast
and NYLCare-Southwest.
- Aetna will create a separate and independent provider relations organization for
NYLCare-Gulf Coast and NYLCare-Southwest.
- Aetna will create a separate and independent patient management/quality management
organization for NYLCare-Gulf Coast and NYLCare-Southwest.
- Aetna will create a separate and independent commercial operations organization for the
combined NYLCare-Gulf Coast and NYLCare-Southwest.
- Aetna will create a separate and independent network operations organization for the
combined NYLCare-Gulf Coast and NYLCare-Southwest.
- Aetna will create a separate and independent underwriting organization for the combined
NYLCare-Gulf Coast and NYLCare-Southwest.
- Pursuant to transition services agreements approved by plaintiffs, subject to Section XII,
Aetna will provide certain support services to NYLCare-Gulf Coast and NYLCare-Southwest.
These services may include human resources, legal, finance, actuarial, software and computer
operations support, and other services which are now provided to NYLCare-Gulf Coast and
NYLCare-Southwest by other Aetna companies. These transition services agreements will
contain appropriate confidentiality provisions to ensure that Aetna employees (other than the
employees performing services under the agreements) do not receive information that Aetna is
prohibited from receiving under Section III.E of the Revised Hold Separate Stipulation and Order
entered earlier.
- Aetna will provide any additional transitional services requested by the management of
NYLCare-Gulf Coast and/or NYLCare-Southwest in order to maintain the membership targets
described in Section IV.B. Such additional services may include, but not be limited to, funding of
service quality guarantees, subject to the approval of the plaintiffs in their sole discretion,
pursuant to Section XII.
- Aetna will fund an incentive pool of at least $500,000, which will be available to
management of the NYLCare entities if they meet the membership targets described in Section
IV.B as of the closing date for the sale of the NYLCare entities.
- Aetna shall not take any action to consummate the proposed acquisition of Prudential's
health care business pursuant to the Asset Transfer and Acquisition Agreement, dated as of
December 9, 1998, or any subsequent agreement between Aetna and Prudential, until such time as
plaintiffs, to their sole satisfaction, subject to Section XII, have determined that NYLCare-Gulf
Coast and NYLCare-Southwest are independent, viable competitors, that Aetna has complied
with the terms of the Revised Hold Separate Stipulation and Order entered previously, or until the
divestitures required by this Revised Final Judgment are complete.
- Aetna shall request that the NYLCare entities provide the plaintiffs with bi-weekly reports
on total membership of the entities until the divestitures required by this Revised Final Judgment
are complete.
- Unless the plaintiffs, in their sole discretion, subject to Section XII, consent in writing,
the divestitures pursuant to Section IV (or by trustee appointed pursuant to Section V) shall
include the entire NYLCare-Gulf Coast and NYLCare-Southwest businesses, excepting only the
Excluded Assets, operated pursuant to the Revised Hold Separate Stipulation and Order entered
previously in this proceeding, and shall be accomplished by selling or otherwise conveying
NYLCare-Gulf Coast and NYLCare-Southwest to a purchaser(s) in such a way as to satisfy the
plaintiffs in their sole discretion, subject to Section XII, that NYLCare-Gulf Coast and
NYLCare-Southwest can and will be used by the purchaser(s) as part of a viable, ongoing
business engaged in the sale of HMO and HMO-based POS plans. These divestitures may be
made to one or more purchasers provided that in each instance it is demonstrated to the sole
satisfaction of the plaintiffs, subject to Section XII, that the acquirer(s) will remain viable
competitors. The divestitures, whether pursuant to Section IV or Section V, shall be made to a
purchaser(s) for whom it is demonstrated to the plaintiffs' sole satisfaction, subject to Section XII:
(1) has the capability and intent of competing effectively in the sale of HMO and HMO-based
POS plans in Dallas and Houston; (2) has the managerial, operational, and financial capability to
compete effectively in the sale of HMO and HMO-based POS plans in Houston and Dallas; and
(3) is not restrained through any agreement with Aetna or otherwise in its ability to compete
effectively in the sale of HMO and HMO-based POS plans in Dallas and Houston.
- For a period of one year from the date of the completion of the divestiture, Aetna shall not
hire or solicit to hire any individual who, on the date of the divestiture, was an employee of
NYLCare-Gulf Coast or NYLCare-Southwest, unless such individual has (1) a written offer of
employment from a third party for a like position, or (2) a written notice from the acquirer of
NYLCare-Gulf Coast or NYLCare-Southwest, stating that the company does not intend to
continue to employ the individual in a like position.
V. APPOINTMENT OF TRUSTEE
- In the event that Aetna has not divested NYLCare-Gulf Coast and NYLCare-Southwest
within the time specified in Section IV, the Court shall appoint, on application of the plaintiffs, a
trustee selected by the plaintiffs in their sole discretion, subject to Section XII, to effect the
required divestitures.
- After the appointment of a trustee becomes effective, only the trustee shall have the right
to sell NYLCare-Gulf Coast and NYLCare-Southwest, as described in Sections II.E and II.F.
The trustee shall have the power and authority to accomplish the divestitures at the best price then
obtainable upon a reasonable effort by the trustee, subject to the provisions of Sections IV and
VI, and shall have such other powers as the Court shall deem appropriate. Subject to Section
V.C, the trustee shall have the power and authority to hire, at the cost and expense of Aetna, any
investment bankers, attorneys, or other agents reasonably necessary in the judgment of the trustee
to assist in the divestitures, and such professionals and agents shall be accountable solely to the
trustee. The trustee shall have the power and authority to accomplish the divestitures at the
earliest possible time to a purchaser acceptable to the plaintiffs in their sole discretion, subject to
Section XII; shall have the power and authority to require Aetna to sell NYLCare's PPO business
in Houston and Dallas if the plaintiffs, in the exercise of their sole discretion, subject to Section
XII, determine that such a sale is necessary for the preservation of competition; and shall have
such other power and authority as this Court shall deem appropriate. Aetna shall not object to a
sale by the trustee on any grounds other than the trustee's malfeasance. Any such objections by
Aetna must be conveyed in writing to the plaintiffs and the trustee within ten (10) calendar days
after the trustee has provided the notice required under Section VI.
- The trustee shall serve at the cost and expense of Aetna, on such terms and conditions as
the Court may prescribe, and shall account for all monies derived from the sale of the assets sold
by the trustee and all costs and expenses so incurred. After approval by the Court of the trustee's
accounting, including fees for its services and those of any professionals and agents retained by
the trustee, all remaining money shall be paid to Aetna and the trust shall then be terminated. The
compensation of such trustee and of any professionals and agents retained by the trustee shall be
reasonable in light of the value of the divested business and based on a fee arrangement providing
the trustee with an incentive based on the price and terms of the divestitures and the speed with
which they are accomplished.
- Aetna shall use its best efforts to assist the trustee in accomplishing the required
divestitures, including best efforts to effect all necessary regulatory approvals. The trustee and
any consultants, accountants, attorneys, and other persons retained by the trustee shall have full
and complete access to the personnel, books, records, and facilities of the businesses to be
divested, and Aetna shall develop financial or other information relevant to the business to be
divested customarily provided in a due diligence process as the trustee may reasonably request,
subject to customary confidentiality assurances. Aetna shall permit prospective purchasers of
NYLCare-Gulf Coast and NYLCare-Southwest to have reasonable access to personnel and to
make such inspection of physical facilities and any and all financial, operational or other
documents and other information as may be relevant to the divestitures required by this Revised
Final Judgment.
- After its appointment, the trustee shall file monthly reports with the parties and the Court
setting forth the trustee's efforts to accomplish the divestitures ordered under this Revised Final
Judgment; provided, however, that to the extent such reports contain information that the trustee
deems confidential, such reports may be filed under seal for in camera review. Such
reports shall include the name, address and telephone number of each person who, during the
preceding month, made an offer to acquire, expressed an interest in acquiring, entered into
negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the
business to be divested, and shall describe in detail each contact with any such person during that
period. The trustee shall maintain full records of all efforts made to divest the businesses to be
divested.
- If the trustee has not accomplished such divestitures within six (6) months after its
appointment, the trustee thereupon shall file promptly with the Court a report setting forth (1) the
trustee's efforts to accomplish the required divestitures; (2) the reasons, in the trustee's judgment,
why the required divestitures have not been accomplished; and (3) the trustee's recommendations;
provided, however, that to the extent such reports contain information that the trustee deems
confidential, such reports may be filed under seal for in camera review. The trustee shall
at the same time furnish such report to the parties, who shall each have the right to be heard and
to make additional recommendations consistent with the purpose of the trust. The Court shall
enter thereafter such orders as it shall deem appropriate in order to carry out the purpose of the
trust which may, if necessary, include extending the trust and the term of the trustee's appointment
by a period requested by the plaintiffs, subject to Section XII.
VI. NOTIFICATION
Within two (2) business days following execution of a definitive agreement, contingent upon
compliance with the terms of this Revised Final Judgment, to effect, in whole or in part, any
proposed divestitures pursuant to Section IV or Section V, Aetna or the trustee, whichever is
then responsible for effecting the divestitures, shall notify the United States and the State of Texas
of the proposed divestitures. If the trustee is responsible, it shall similarly notify Aetna. The
notice shall set forth the details of the proposed transaction and list the name, address, and
telephone number of each person not previously identified who offered to, or expressed an
interest in or a desire to, acquire any ownership interest in the businesses to be divested that is the
subject of the binding contract, together with full details of same. Within ten (10) calendar days
of their receipt of such notice, the United States or the State of Texas may request from Aetna,
the trustee, the proposed purchaser, or any other third party additional information concerning the
proposed divestitures and the proposed purchaser. Aetna and the trustee shall furnish any
additional information requested from them within ten (10) calendar days of the receipt of the
request, unless the parties shall otherwise agree. Within thirty (30) calendar days after receipt of
the notice or within twenty (20) calendar days after the plaintiffs have been provided the
additional information requested from Aetna, the trustee, the proposed purchaser, and any third
party, whichever is later, the plaintiffs, in their sole discretion, subject to Section XII, shall
provide written notice to Aetna and the trustee, if there is one, stating whether it objects to the
proposed divestitures. If the plaintiffs provide written notice to Aetna and the trustee that they do
not object, then the divestitures may be consummated, subject only to Aetna's limited right to
object to the sale under Section V.B. Absent written notice that the plaintiffs do not object to the
proposed purchaser or upon objection by the plaintiffs, such divestitures proposed under Section
IV or Section V may not be consummated. Upon objection by Aetna under Section V.B, a
divestiture proposed under Section V shall not be consummated unless approved by the Court.
VII. AFFIDAVITS
- Within twenty-five (25) calendar days of the June 21, 1999 filing of the original Hold
Separate Order and Stipulation in this matter and every thirty (30) calendar days thereafter until
the divestitures have been completed, whether pursuant to Section IV or Section V, Aetna shall
deliver to the United States and the State of Texas an affidavit as to the fact and manner of
compliance with Section IV or Section V. Each such affidavit shall include, inter alia,
the name, address, and telephone number of each person who, at any time after the period
covered by the last such report, made an offer to acquire, expressed an interest in acquiring,
entered into negotiations to acquire, or was contacted or made an inquiry about acquiring any
interest in the business to be divested, and shall describe in detail each contact with any such
person during that period. Each such affidavit shall also include a description of the efforts that
Aetna has made to solicit a buyer for NYLCare-Gulf Coast and NYLCare-Southwest and to
provide required information to prospective purchasers including the limitations, if any, on such
information.
- Within twenty-five (25) calendar days of the June 21, 1999 filing of the original Hold
Separate Order and Stipulation in this matter, Aetna shall deliver to the United States and the
State of Texas an affidavit that describes in detail all actions Aetna has taken and all steps Aetna
has implemented on an on-going basis to preserve NYLCare-Gulf Coast and
NYLCare-Southwest pursuant to Section VIII and the Revised Hold Separate Stipulation and
Order previously entered by this Court. The affidavit also shall describe, but not be limited to,
Aetna's efforts to maintain and operate NYLCare-Gulf Coast and NYLCare-Southwest as active
competitors, and the plans and timetable for Aetna's integration of Prudential's healthcare assets.
Aetna shall deliver to the United States and the State of Texas an affidavit describing any changes
to the efforts and actions outlined in Aetna's earlier affidavit(s) filed pursuant to this Section
VII.B within fifteen (15) calendar days after such change is implemented.
- Until one year after the divestitures required by this Revised Final Judgment have been
completed, Aetna shall preserve all records of all efforts made to preserve the businesses to be
divested and effect the divestitures.
VIII. HOLD SEPARATE ORDER
Until the divestitures required by this Revised Final Judgment have been accomplished, Aetna
shall take all steps necessary to comply with Section IV and the Revised Hold Separate
Stipulation and Order entered by this Court, to preserve the assets of NYLCare-Gulf Coast and
NYLCare-Southwest, and to ensure that NYLCare-Gulf Coast and NYLCare-Southwest remain
viable competitors in the sale of HMO and HMO-based POS plans in Dallas and Houston.
Defendants shall take no action that would jeopardize the divestitures of NYLCare-Gulf Coast
and NYLCare-Southwest.
IX.
FINANCING
Aetna is ordered and directed not to finance all or any part of any purchase by an acquirer(s)
made pursuant to Section IV or Section V.
X. COMPLIANCE INSPECTION
For the purpose of determining or securing compliance with this Revised Final Judgment or for
determining whether this Revised Final Judgment should be modified or terminated, and subject to
any legally recognized privilege, from time to time:
- Duly authorized representatives of the United States Department of Justice, upon written
request of the Attorney General of the United States or the Assistant Attorney General in charge
of the Antitrust Division, or the State of Texas, upon written request by the Texas Attorney
General, and on reasonable notice to Aetna made to its principal offices, shall be permitted:
- Access during Aetna's office hours to inspect and copy all books, ledgers, accounts,
correspondence, memoranda, and other records and documents, including computerized records,
in the possession or under the control of Aetna, which may have counsel present, relating to any
matters contained in this Revised Final Judgment and the Revised Hold Separate Stipulation and
Order;
- Subject to the reasonable convenience of Aetna and without restraint or interference
from it, to interview, either informally or on the record, its officers, employees, and agents, who
may have counsel present, regarding any such matters.
- Upon the written request of the Attorney General of the United States, the Assistant
Attorney General in charge of the Antitrust Division, or the Attorney General of the State of
Texas, made to Aetna's principal offices, Aetna shall submit such written reports, under oath if
requested, with respect to any matter contained in this Revised Final Judgment and the Revised
Hold Separate Stipulation and Order entered earlier by this Court.
- No information or documents obtained by the means provided in Section VII or Section X
shall be divulged by any representative of the plaintiffs to any person other than a duly authorized
representative of the Executive Branch of the United States or of the State of Texas, except in the
course of legal proceedings to which the United States or the State of Texas is a party (including
grand jury proceedings), or for the purpose of securing compliance with this Revised Final
Judgment, or as otherwise required by law.
- If at the time Aetna furnishes to the United States or the State of Texas information or
documents, Aetna represents and identifies in writing the material in any such information or
documents for which a claim of protection may be asserted under Rule 26(c)(7) of the Federal
Rules of Civil Procedure, and Aetna marks each pertinent page of such material, "Subject to claim
of protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure," then the United States
or the State of Texas shall give ten (10) calendar days' notice to Aetna prior to divulging such
material in any legal proceeding (other than a grand jury proceeding) to which Aetna is not a
party.
XI. RETENTION OF JURISDICTION
Jurisdiction is retained by this Court for the purpose of enabling any of the parties to this
Revised Final Judgment to apply to this Court at any time for such further orders and directions as
may be necessary or appropriate for the construction or carrying out of this Revised Final
Judgment, for the modification of any of the provisions hereof, for the enforcement of compliance
herewith, and for the punishment of any violations hereof.
XII. MISCELLANEOUS
In the event plaintiffs are unable to agree on a course of action regarding Sections IV.A, IV.D,
IV.H, IV.I, IV.K, V.A, V.B, V.F, and VI in seven days, then the United States may, in its sole
discretion, act alone (or decline to act) with respect to the course of action.
XIII. TERMINATION
Unless this Court grants an extension, this Revised Final Judgment will expire on the tenth
anniversary of the date of its entry.
XIV. PUBLIC INTEREST
Entry of this Revised Final Judgment is in the public interest.
Dated _____________, 1999.
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United States District Judge |
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