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Blue Cross & Blue Shield United of Wisconsin Conversion

​​​​​​​​​​​​​​Last Updated: June 12, 2002

Information on the Conversion of Blue Cross & Blue Shield United of Wisconsin​

Blue Cross & Blue Shield United of Wisconsin filed an Application for a Plan of Conversion with the Office of the Commissioner of Insurance on June 14, 1999. The application proposes to convert Blue Cross from a nonprofit service insurance corporation to a stock insurance corporation. Blue Cross would become a wholly-owned subsidiary of United Heartland Group, Inc., a yet-to-be-formed stock holding company. Initially, all of the issued and outstanding capital stock of United Heartland Group, Inc., would be owned by a charitable public health foundation to be known as Blue Cross & Blue Shield United of Wisconsin Public Health Foundation, Inc.

The plan of conversion provides for a charitable public health foundation organized for the purpose of promoting the general health, welfare, and common good of the residents of Wisconsin. If that aspect of the Application for Conversion were approved, the foundation would assure that funds now used to support a nonprofit health insurer would continue to be applied to health care challenges and initiatives. In order to achieve the public interest, the foundation's stock in United Heartland Group, Inc., would be converted to working capital for the foundation pursuant to one or more alternatives including public offerings, private placements, a merger with United Wisconsin Services, Inc., or any combination of such alternatives.

By law, OCI must hold one or more public hearings about the Application for Conversion. Hearing dates and sites have been determined. See the Notice of Hearing and Invitation for Public Comment​. During the one or more hearings, members of the public will have an opportunity to present their views on the plan of conversion.

Correspondence on OCI's Review of the Application for Conversion

Please contact OCI for any attachments to the letters. You will be charged a fee for copying the information.

Blue Cross & Blue Shield United of Wisconsin Appraisal Committee

State law allows for the Commissioner to appoint an Appraisal Committee to assist her in evaluating certain aspects of the conversion application.

On August 20, 1999, Commissioner O'Connell appointed an Appraisal Committee. The members of the Appraisal Committee are Mark Femal, Executive Director of the Wisconsin Insurance Security Fund, Patricia Lipton, Executive Director of the State of Wisconsin Investment Board, and Randy Blumer, Deputy Insurance Commissioner. Gary Strohm, who was listed in the August 20, 1999, press release as a member of the Committee resigned prior to its first meeting and was replaced by Mr. Femal. Mr. Femal was elected the chairperson of the Appraisal Committee at its November 5 meeting. (August 20, 1999, press release)

Following are the meeting notices, agenda, and minutes of the meetings held by the committee along with the final report of the committee:

Meeting Notices

Agenda

Minutes

Report

Blue Cross & Blue Shield United of Wisconsin Hearings

OCI held hearings on the conversion of Blue Cross & Blue Shield United of Wisconsin. The administrative hearing was held on the morning of November 29, 1999, in Milwaukee, Wisconsin, and on February 25, 2000, and March 10, 2000, in Madison, Wisconsin. The public hearing was held on November 29, 1999, in Milwaukee, Wisconsin, and was continued in Stevens Point, Wisconsin, on November 30, 1999.

​​Blue Cross & Blue Shield United of Wisconsin
Administrative Hearing
Milwaukee, Wisconsin
November 29, 1999

​​Blue Cross & Blue Shield United of Wisconsin
Public Hearing
Milwaukee, Wisconsin
November 29, 1999

​​Blue Cross & Blue Shield United of Wisconsin
Public Hearing
UW Stevens Point
November 30, 1999

​​Blue Cross & Blue Shield United of Wisconsin
Administrative Hearing   (Prehearing Conference​)
Madison, Wisconsin
February 25, 2000

​​Blue Cross & Blue Shield United of Wisconsin
Administrative Hearing
Madison, Wisconsin
March 10, 2000

Open Meeting Notices for the Administrative Hearing

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Decision and Order

Commissioner's Statement on the Conversion of Blue Cross & Blue Shield United of Wisconsin

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Consumer Group's Appeal

Commissioner's Answer to the Consumer Group's Appeal

News Release: Commissioner Gives Final Approval to Blue Cross Conversion

Letter of March 19, 2001, Regarding Final Approval

Attachments:

Fairness Opinion of Deutsche Banc Alex. Brown Dated March 19, 2001