On October 1, 2004, University Health Care, Inc., filed a plan to acquire Unity Health Plans Insurance Corporation under the terms of a purchase option in a Joint Venture Agreement including, among others, University Health Care, Inc., and Blue Cross and Blue Shield of Wisconsin. Currently, Unity Health Plans Insurance Corporation is an indirect wholly-owned subsidiary of Blue Cross and Blue Shield of Wisconsin.

The estimated aggregate purchase price to acquire Unity and to satisfy other outstanding obligations is approximately $45,100,000.

The plan of acquisition filed by University Health Care, Inc., along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site.

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

Notations on Accessing Information

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Application Material Filed on October 1, 2004

• Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, with Unity Health Plans Insurance Corporation to be acquired by University Health Care, Inc.
• Exhibit 1-A - Pre-merger Organizational Chart
• Exhibit 1-B - Second Amended and Restated Joint Venture Agreement as of September 30, 1999 among Unity Health Plans Insurance Corporation, Blue Cross and Blue Shield United of Wisconsin, United Wisconsin Services, Inc., University Health Care, Inc., University Community Clinics, Inc. (F/K/A) Health Professionals, Inc. and Health Professionals of Wisconsin, Inc.
• Exhibit 1-C - Amended and Restated Joint Venture Agreement as of October 31, 1994 by and among Blue Cross & Blue Shield United of Wisconsin, United Services, Inc., University Health Care, Inc., U-Care HMO, Inc., Health Professionals, Inc.
• Exhibit 1-D - Amended and Restated Joint Venture Agreement as of October 25, 1999 by and among Unity Health Plans Insurance Corporation, Blue Cross & Blue Shield United of Wisconsin, United Wisconsin Services, Inc. and Community Health Systems, LLC
• Exhibit 1-E - Agreement of Merger and Joint Venture dated October 11, 1994 by and among United Wisconsin Services, Inc., UWS Acquisition Corporation, Blue Cross & Blue Shield United of Wisconsin, HMO-W, Incorporated and HMO of Wisconsin Insurance Corporation
• Exhibit 1-F - Copy of section 6.1 of the 1999 UHC Joint Venture Agreement
• Exhibit 1-G - Copy of section 6.4 of the 1999 UHC Joint Venture Agreement
• Exhibit 1-H - Copy of section 6.1 of the 1999 CHS Joint Venture Agreement
• Exhibit 1-I - Copy of section 6.4 of the 1999 CHS Joint Venture Agreement
• Exhibit 1-J - Copy of section 6.5 of the 1999 UHC Joint Venture Agreement
• Exhibit 1-K - Copy of section 1.8 of the 1994 Joint Venture Agreement
• Exhibit 1-L - Copy of Chart showing calculation of exercise price for UHC's purchase of Unity
• Exhibit 2-A - Combined Financial Statements and Report of Independent Public Accountants for University Health Care, Inc. and affiliates, for December 31, 2000 and 1999
• Exhibit 2-B - Combined Financial Statements and Report of Independent Public Accountants for University Health Care, Inc. and affiliates, for December 31, 2001 and 2000
• Exhibit 2-C - Combined Financial Statements and Report of Independent Public Accountants for University Health Care, Inc. and affiliates, for December 31, 2002 and 2001
• Exhibit 2-D - Consolidated Financial Statements and Report of Independent Certified Public Accountants, for University Health Care, Inc. and subsidiary for December 31, 2003 and 2002
• Exhibit 2-E - University Health Care, Inc. and affiliates combining statement of financial position, dated June 30, 2004
• Exhibit 2-F - Community Health Systems, LLC balance sheet for December 31, 2000 and 1999
• Exhibit 2-G - Community Health Systems, LLC balance sheet for December 31, 2001 and 2000
• Exhibit 2-H - Community Health Systems, LLC balance sheet for December 31, 2002 and 2001
• Exhibit 2-I - Community Health Systems, LLC balance sheet for December 31, 2003 and 2002
• Exhibit 2-J - Community Health Systems, LLC balance sheet for June 30, 2004
• Exhibit 2-K - University of Wisconsin Medical Foundation, Inc. consolidated financial statements as of years ended December 31, 1999 and 1998
• Exhibit 2-L - University of Wisconsin Medical Foundation, Inc. consolidated financial statements as of years ended December 31, 2001 and 2000
• Exhibit 2-M - University of Wisconsin Medical Foundation, Inc. consolidated financial statements as of six months ended June 30, 2003 and year ended December 31, 2002
• Exhibit 2-N - University of Wisconsin Medical Foundation, Inc. preliminary consolidated financial statements as of June 30, 2003
• Exhibit 2-O - University of Wisconsin Hospitals and Clinics authority financial statements June 30, 1999 and 1998 (with Independent Auditors' report thereon)
• Exhibit 2-P - University of Wisconsin Hospitals and Clinics authority financial statements for June 30, 2000 and 1999 (with Independent Auditors' report thereon)
• Exhibit 2-Q - University of Wisconsin Hospitals and Clinics Authority financial statements for June 30, 2001, 2000 and 1999 (with Independent Auditors' report thereon)
• Exhibit 2-R - University of Wisconsin Hospitals and Clinics Authority financial statements for June 30, 2002, 2001 and 2000 (with Independent Auditors' report thereon)
• Exhibit 2-S - University of Wisconsin Hospitals and Clinics Authority basic financial statements for June 30, 2003 and 2002 (with Independent Auditors' report thereon)
• Exhibit 2-T - Unaudited University of Wisconsin Hospitals and Clinics Authority balance sheets for June 30, 2004, 2003 and 2002
• Exhibit 2-U - Current Organizational Chart for UHC
• Exhibit 2-V - Post acquisition organization chart
• Exhibit 3-A - Officers of the Board of Directors for University Health Care, Inc. revised June 30, 2004
• Exhibit 3-B - University Health Care, Inc. Board of Directors

Follow-up Correspondence

Letter Confirming Delivery of Form A dated October 1, 2004

Letter to Governor Jim Doyle from the University of Wisconsin Hospital and Clinics Authority dated October 18, 2004

Letter from Michael Best & Friedrich, LLP on behalf of University Health Care, Inc. to Commissioner Jorge Gomez dated November 10, 2004

OCI Requests for Information

OCI Letter of November 11, 2004

Correspondence Regarding the Case

Letter to Commissioner Jorge Gomez from Lorna J. Granger, Senior Vice President and General Counsel of Blue Cross and Blue Shield of Wisconsin dated November 11, 2004

Letter to Commissioner Jorge Gomez from Lorna J. Granger, Senior Vice President and General Counsel of Blue Cross and Blue Shield of Wisconsin dated November 16, 2004

Responses to Requests for Information

• Letter to Steven J. Junior, OCI, from Jane Barnett, President and Chief Executive Officer of University Health Care, Inc., dated November 18, 2004
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the years ended December 31, 1999 and 1998
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the years ended December 31, 2000 and 1999
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the years ended December 31, 2001 and 2000
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the years ended December 31, 2002 and 2001
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the six months ended June 30, 2003 and year ended December 31, 2002
• Consolidated Financial Statements and Details of Consolidation for the University of Wisconsin Medical Foundation, Inc. for the year ended June 30, 2004 and six months ended June 30, 2003
• List of employees of Unity Health Plans Insurance Corporation
• Financial Statements for Health Professionals of Wisconsin, Inc. as of December 31, 2003
• Amended and Restated Articles of Incorporation of University Health Care, Inc.
• Second Amended and Restated Bylaws of University Health Care, Inc.
• Affiliation Agreement between the Board of Regents of the University of Wisconsin System and the University of Wisconsin Hospitals and Clinics Authority dated June 29, 1996
• Amended and Restated Articles of Incorporation of Unity Health Plans Insurance Corporation
• Draft Bylaws of Unity Health Plans Insurance Corporation
• Unity Health Plans Insurance Corporation Forecast, including a Summary of the Estimated Purchase Cost
• Minutes of the June 9, 2004 meeting of the Board of Directors of the University of Wisconsin Hospitals and Clinics Authority
• Redacted Minutes of the Closed Session Portion of the March 31, 2004 meeting of the Board of Directors of the University of Wisconsin Hospital and Clinics Authority
• Resolution of the Board of Directors of the University of Wisconsin Hospital and Clinics Authority in its closed session of June 9, 2004
• Article II of the Bylaws of the University of Wisconsin Medical Foundation, Inc. (revised December 2003)
• Minutes of the April 20, 2004 meeting of the Finance Committee of the University of Wisconsin Medical Foundation, Inc.
• Closed session minutes of the April 20, 2004 meeting of the Finance Committee of the University of Wisconsin Medical Foundation, Inc.
• Minutes of the August 17, 2004 meeting of the Finance Committee of the University of Wisconsin Medical Foundation, Inc.
• Closed session minutes of the August 17, 2004 meeting of the Finance Committee of the University of Wisconsin Medical Foundation, Inc.
• Minutes of the April 20, 2004 meeting of the Board of Directors of the University of Wisconsin Medical Foundation, Inc.
• Closed session minutes of the April 20, 2004 meeting of the Board of Directors of the University of Wisconsin Medical Foundation, Inc.
• Minutes of the August 17, 2004 meeting of the Board of Directors of the University of Wisconsin Medical Foundation, Inc.
• Closed session minutes of the August 17, 2004 meeting of the Board of Directors of the University of Wisconsin Medical Foundation, Inc.

Correspondence Regarding the Case

Letter to Commissioner Jorge Gomez from Lorna J. Granger, Senior Vice President and General Counsel of Blue Cross and Blue Shield of Wisconsin dated November 30, 2004

OCI Requests for Information

OCI Letter dated December 3, 2004

OCI Correspondence transmitting information regarding the Case

Letter to William Kulow, Blue Cross and Blue Shield of Wisconsin, from Steven J. Junior, OCI, dated December 6, 2004

Responses to Requests for Information

• Letter to Steven J. Junior, OCI, from Jane Barnett, President and Chief Executive Officer of University Health Care, Inc., dated December 7, 2004

OCI Requests for Information

OCI Letter dated December 10, 2004

Responses to Requests for Information

• Letter to Steven J. Junior, OCI, from Jane M. Barnett, President and Chief Executive Officer of University Health Care, Inc., dated December 13, 2004
• Letter to Steven J. Junior, OCI, from Jane Barnett, President and Chief Executive Officer of University Health Care, Inc., dated December 9, 2004, together with the biographical affidavits of Jane Barnett, Gary Eiler, Andrew Fabian, Gail Midlikowski, Edward Bruenig and Nancy Sielaff
• Letter to Steven J. Junior, OCI, from Jane Barnett, President and Chief Executive Officer of University Health Care, Inc., dated December 9, 2004, together with the biographical affidavits of James Roberts and Susan Pelazke
• Letter to Steven J. Junior, OCI, from Claudia Sanders, Vice President of Legal Services/Privacy Officer of the University of Wisconsin Medical Foundation, Inc., dated December 9, 2004, together with the biographical affidavit of Peter H. Christman

Correspondence in Support of the Proposed Transaction

• Letter to Steve Junior, OCI, from Allen D. Kemp, M.D., Chairman and Chief Executive Officer of Dean Health System, dated December 9, 2004
• Letter to the OCI's Hearing Examiner care of Steve Junior from Larry Zanoni, Executive Director of Group Health Cooperative, dated December 9, 2004
• Letter to the OCI's Hearing Examiner care of Steve Junior from Terri L. Potter, President of Meriter Health Services, Inc. dated December 10, 2004
• E-mail to Commissioner Jorge Gomez from Tim Size, Executive Director of Rural Wisconsin Health Cooperative, dated December 15, 2004
• E-mail to Steve Junior, OCI, from Jodi Bloch conveying a letter to the Hearing Examiner care of Steve Junior, OCI, from Stephen F. Brenton, President of Wisconsin Hospital Association, Inc., dated December 15, 2004
• E-mail to Commissioner Jorge Gomez from Christopher J. Queram, Chief Executive Officer of Employer Health Care Alliance Cooperative
• Letter to the OCI's Hearing Examiner care of Steve Junior from Dr. Susan L. Turney, Executive Vice President of the Wisconsin Medical Society, dated December 16, 2004

OCI's Notice of Hearing

• Cover Letter to Notice of Hearing
• Notice of Hearing dated December 14, 2004

Additional Hearing Exhibits

• Final List of Exhibits
• Ex. 4 - Letter to Commissioner Jorge Gomez from Richard M. Seligman of Michael Best & Friedrich LLP, dated November 10, 2004
• Ex. 19 - E-mail to Richard M. Seligman and David J. Hanson of Michael Best & Friedrich LLP, from Steven J. Junior, OCI, dated December 15, 2004, with a draft list of exhibits for the hearing
• Ex. 20 - E-mail to Richard M. Seligman and David J. Hanson of Michael Best & Friedrich LLP, from Steven J. Junior, OCI, dated December 15, 2004, with draft case recommendation memorandum dated December 15, 2004
• Ex. 27 - Waiver of the minimum ten-day notice of hearing by University Health Care, Inc.
• Ex. 28 - OCI Recommendation Memorandum for Case No. 04-C29300 dated December 16, 2004
• Ex. 29 - HMO-W, Incorporated's Petition to be Admitted as a Party to Form A Hearing dated December 15, 2004
• Ex. 31 - Letter to the Hearing Examiner from David J. Hanson of Michael Best & Friedrich LLP, dated December 16, 2004, concerning HMO-W, Incorporated's Petition to be Admitted as a Party to the Form A Hearing
• Ex. 32 - Prepared Testimony of Jane M. Barnett, President and Chief Executive Officer of University Health Care, Inc., dated December 16, 2004
• Ex. 33 - Prepared Testimony of Gary Eiler, Chief Financial Officer of University of Wisconsin Hospital and Clinics Authority, dated December 16, 2004
• Ex. 34 - Prepared Testimony of Peter Christman, Executive Vice President of the University of Wisconsin Medical Foundation, Inc.

Final Decision

• Final Decision dated December 17, 2004