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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Civil Action No 3-99CV 1398-H
Filed: 12/7/99
|
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 december 7, 1999.
|
_______________/s/________________
United States District Judge |
|