[Federal Register Volume 60, Number 192 (Wednesday, October 4, 1995)]
[Notices]
[Pages 52014-52023]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-24596]



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DEPARTMENT OF JUSTICE
Antitrust Division


United States v. HealthCare Partners, Inc., et al.; Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec. 16(b)-(h), that a proposed Final 
Judgment, Stipulation, and a Competitive Impact Statement have been 
filed with the United States District Court for the District of 
Connecticut in United States v. Healthcare Partners, Inc., et al., 
Civil No. 395-CV-01946-RNC as to HealthCare Partners, Inc., Danbury 
Area IPA, Inc., and Danbury Health Systems, Inc.
    The Complaint alleges that defendants entered into an agreement 
with the purpose and effect of restraining competition unreasonably 
among physicians in the Danbury, Connecticut area, in violation of 
Section 1 of the Sherman Act, 15 U.S.C. Sec. 1. The Complaint also 
alleges that Danbury Health Systems, Inc. willfully maintained its 
monopoly in general acute inpatient services in the Danbury, 
Connecticut area, in violation of Section 2 of the Sherman Act, 15 
U.S.C. Sec. 2.
    The proposed Final Judgment eliminates the continuance or 
recurrence of defendants' unlawful agreement and of the additional acts 
of Danbury Health Systems, Inc. that gave rise to the violation of 
Section 2.

[[Page 52015]]

    Public comment on the proposed Final Judgment is invited within the 
statutory 60-day comment period. Such comments and responses thereto 
will be published in the Federal Register and filed with the Court. 
Comments should be directed to call Gail Kursh, Chief, Professions and 
Intellectual Property Section/Health Care Task Force; United States 
Department of Justice; Antitrust Division; 600 E Street, NW., Room 
9300; Washington, DC 20530 (telephone: 202/307-5799).
Rebecca P. Dick,
Deputy Director of Operations.

[Civil Action No. 395CV01946RNC.]

Stipulation

    United States of America and State of Connecticut, ex rel., 
Richard Blumenthal, Attorney General, Plaintiffs, vs. HealthCare 
Partners, Inc., Danbury Area IPA, Inc., and Danbury Health Systems, 
Inc., Defendants.

    It is stipulated by and between the undersigned parties, by their 
respective attorneys, that:
    1. The Court has jurisdiction over the subject matter of this 
action and over each of the parties hereto, and venue of this action is 
proper in the District of Connecticut;
    2. The parties consent that a Final Judgment in the form hereto 
attached may be filed and entered by the Court, upon the motion of any 
party or upon the Court's own motion, at any time after compliance with 
the requirements of the Antitrust Procedures and Penalties Act (15 
U.S.C. Sec. 16), and without further notice to any party or other 
proceedings, provided that plaintiffs have not withdrawn their consent, 
which they may do at any time before the entry of the proposed Final 
Judgment by serving notice thereof on defendants and by filing that 
notice with the Court; and
    3. Defendants agree to be bound by the provisions of the proposed 
Final Judgment pending its approval by the Court. If plaintiffs 
withdraw their consent, or if the proposed Final Judgment is not 
entered pursuant to the terms of the Stipulation, this Stipulation 
shall be of no effect whatsoever, and the making of this Stipulation 
shall be without prejudice to any party in this or in any other 
proceeding.
    For Plaintiff United States of America:
Lawrence R. Fullerton,
Acting Assistant Attorney General.
Rebecca P. Dick,
Deputy Director, Office of Operations.
Gail Kursh,
Chief, Professions & Intellectual Property Section.
Mark J. Botti,
Pamela C. Girardi,
Attorneys, U.S. Department of Justice, Antitrust Division, Professions 
& Intellectual Property Section, Room 9320, BICN Bldg., 600 E Street, 
NW., Washington, DC 20530, (202) 307-0827.
    Plaintiff State of Connecticut
Richard Blumenthal,
Attorney General.
    By:
William M. Rubenstein,
Assistant Attorney General, Federal Bar No. CT08834, 110 Sherman 
Street, Hartford, Connecticut 06105, (203) 566-5374.
    For Defendants HealthCare Partners, Inc. and Danbury Health 
Systems, Inc.
David Marx, Jr.,
Jillisa Brittan,
McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois 
60606-5096, (312) 372-2000.
    For Defendant Danbury Area IPA, Inc.
James Sicilian,
Day, Berry & Howard, CityPlace, Hartford, CT 06103, (203) 275-0100.

Final Judgment

    Plaintiffs, the United States of America and the State of 
Connecticut, having filed their Complaint on September 13, 1995, and 
plaintiffs and defendants, by their respective attorneys, having 
consented to the entry of this Final Judgment without trial or 
adjudication of any issue of fact or law, and without this Final 
Judgment constituting any evidence against or an admission by any party 
with respect to any issue of fact or law;
    And Whereas defendants have agreed to be bound by the provisions of 
this Final Judgment pending its approval by the Court;
    Now, Therefore, before the taking of any testimony, and without 
trial or adjudication of any issue of fact or law, and upon consent of 
the parties, it is hereby Ordered, Adjudged, and Decreed:

I

Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states claims upon which 
relief may be granted against the defendants under Sections 1 and 2 of 
the Sherman Act, 15 U.S.C. Secs. 1 and 2.

II

Definitions

    As used in this Final Judgment:
    (A) Competing physicians means physicians in separate medical 
practices in the same relevant physician market;
    (B) Control means either:
    (1) holding 50 percent or more of the outstanding voting securities 
of an issuer;
    (2) in the case of an entity that has no outstanding voting 
securities, having the right to 50 percent or more of the profits of an 
entity, or having the right in the event of dissolution to 50 percent 
or more of the assets of the entity; or
    (3) having the contractual power to designate 50 percent or more of 
the directors of a corporation, or in the case of unincorporated 
entities, of individuals exercising similar functions.
    (C) DAIPA means Danbury Area IPA, Inc., each of its directors, 
officers, agents, representatives, and employees (in such capacity 
only), its successors and assigns, and each entity over which it has 
control.
    (D) DHS means Danbury Health Systems, Inc., each of its directors, 
officers, agents, representatives, and employees (in such capacity 
only), its successors and assigns, and each entity over which it has 
control.
    (E) DHS Affiliated Physician means any physician employed, or whose 
practice is owned, by DHS or DOPS at the time of the filing of the 
Complaint in this action.
    (F) DOPS means Danbury Office of Physician Services, P.C., each of 
its directors, officers, agents, representatives, and employees (in 
such capacity only), its successors and assigned, and each entity over 
which it has control.
    (G) HealthCare Partners means HealthCare Partners, Inc., each of 
its directors, officers, agents, representatives, and employees (in 
such capacity only), its successors and assigns, and each entity over 
which it has control.
    (H) Messenger model means the use of an agent or third party to 
convey to payers any information obtained from individual providers 
about the prices or other competitive terms and conditions each 
provider is willing to accept from payers, and to convey to providers 
any contract offer made by a payer, where each provider makes a 
separate, independent, and unilateral decision to accept or reject a 
payer's offer; the information on prices or other competitive terms and 
conditions conveyed to payers is obtained separately from each 
individual provider; and the agent or third party 

[[Page 52016]]
does not negotiate collectively for the providers, disseminate to any 
provider the agent's or third party's or any other provider's views or 
intentions as to the proposal, or otherwise serve to facilitate any 
agreement among providers on prices or other competitive terms and 
conditions.
    The agent or third party, so long as it acts consistently with the 
foregoing, may:
    (1) Convey to a provider objective information about proposed 
contract terms, including comparisons with terms offered by other 
payers;
    (2) solicit clarifications from a payer of proposed contract terms, 
or engage in discussions with a payer regarding contract terms other 
than prices and other competitive terms and conditions, except that the 
agent or third party (a) must tell the payer that the payer may refuse 
to respond or may terminate discussions at any time and (b) may not 
communicate to the providers regarding, or comment on, the payer's 
refusal to offer a clarification or decision not to enter into or to 
terminate discussions except to providers who requested the 
clarification;
    (3) convey to a provider any response made by a payer to 
information conveyed or clarifications sought;
    (4) convey to a payer the acceptance or rejection by a provider of 
any contract offer made by the payer;
    (5) at the request of a payer, provide the individual response, 
information, or views of each provider concerning any contract offer 
made by such payer; and
    (6) charge a reasonable fee to convey contract offers, by applying 
preexisting objective criteria, not involving prices or other 
competitive terms and conditions, in a nondiscriminatory manner.
    Additionally, the agent or third party must communicate each 
contract offer made by a payer unless the payer refuses to pay the fee 
for delivery of that offer; the offer is the payer's first offer and 
lacks material terms such that it could not be considered a bona fide 
offer, or the agent or third party applies preexisting objective 
criteria, not involving prices or other competitive terms and 
conditions, in a nondiscriminatory manner (for example, refusing to 
convey offers of payers whose plans do not cover a certain minimum 
number of people, or offers made after the agent or messenger has 
conveyed a stated maximum number of offers for a given time period).
    (I) Pre-existing practice group means a physician practice group 
existing as of the date of the filing of the Complaint in this action. 
All DHS affiliated physicians at the time of the filing of the 
Complaint in this action constitute a single pre-existing practice 
group. DAIPA does not constitute a pre-existing physician practice 
group. A pre-existing practice group may add any physician to the group 
after the filing of the Complaint, without losing the status of ``pre-
existing'' under this definition for any relevant physician market, so 
long as each additional physician is not currently offering services in 
the relevant physician market and would not have entered that market 
but for the group's efforts to recruit the physician into the market.
    (J) Prices or other competitive terms and conditions means all 
material terms of the contract, including information relating to fees 
or other aspects of reimbursement, outcomes data, practice parameters, 
utilization patterns, credentials, and qualifications.
    (K) Provider panel means those health care providers with whom an 
organization contracts to provide care to its enrollees.
    (L) Qualified managed care plan means an organization:
    (1) Whose members or owners share substantial financial risk and 
either directly or through membership or ownership in another 
organization, comprise, (a) where membership or ownership is non-
exclusive, no more than 30% of the physicians in any relevant physician 
market, except that it may include any single physician or pre-existing 
practice group, or (b) where membership or ownership is exclusive, no 
more than 20% of the physicians in any relevant physician market; and
    (2) Whose provider panel, does not have more than where non-
exclusive 30% or where exclusive 20% of the physicians in any relevant 
physician market, unless, for those subcontracting physicians whose 
participation increases the panel beyond the 20% or 30% limitations, 
the organization bears significant financial risk for payments to and 
the utilization practices of the subcontracting physicians and does not 
compensate those subcontracting physicians in a manner that 
substantially replicates membership or ownership in the organization.
    The organization may not facilitate an agreement between any 
subcontracting physician and any other physician on their charges to 
payers not contracting with the organization. The organization may at 
any given item exceed the 20% or 30% limitations as a result of (a) any 
physician exiting any relevant physician market or (b) the addition of 
any physician not previously offering services in a relevant physician 
market who would not have entered that market but for the 
organization's efforts to recruit the physician into the market; 
however, the organization may not exceed the 20% or 30% limitation by 
any greater degree than is directly caused by such exit or entry.
    (M) Relevant physician market means, unless defendants obtain 
plaintiffs' prior written approval of a different definition, each of 
the following groups of physicians with active staff privileges other 
than courtesy privileges at Danbury Hospital:
    (1) Physicians who are: (a) Board-certified only in general 
internal medicine or family practice; (b) listed only under family 
practice or internal medicine on the attached medical staff lists of 
Danbury Hospital; or (c) generally-recognized, and in fact practicing 
more than a third of the time as a family practitioner or general 
internist (for purposes of determining the percentage of physicians 
applicable to a qualified managed care plan, each physician included in 
a relevant physician market pursuant to this clause (c) of Paragraph 
(II)(M)(1) of this Final Judgment shall count as only one-third of a 
physician);
    (2) Physicians who are board-certified in, or board-eligible and 
actually practicing in, obstetrics or gynecology;
    (3) Physicians who are board-certified in, or board-eligible and 
actually practicing in, pediatrics; and
    (4) Any other group of physicians who offer services in a relevant 
product market as defined applying federal antitrust principles.
    (N) Subcontracting physician means any physician who provides 
services to an organization or to persons receiving healthcare services 
from that physician pursuant to an agreement by that organization to 
provide such services, but who does not hold, directly or indirectly, 
any ownership interest in that organization.
    (O) Substantial financial risk means financial risk achieved 
through capitation or the creation of significant financial incentives 
for the group to achieve specified cost-containment goals, such as 
withholding from all members or owners of a qualified managed care plan 
a substantial amount of the compensation due to them, with distribution 
of that amount to the members or owners only if the cost-containment 
goals are met.

III

Applicability

    This Final Judgment applies to DHS, DAIPA, and HealthCare Partners, 
and to all other persons who receive actual notice of this Final 
Judgment by personal service or otherwise and then act or participate 
in active concert with any or all of the defendants.

[[Page 52017]]


IV

Injunctive Relief

    (A) DAIPA and HealthCare Partners are enjoined from, directly or 
through any agent or other third party, setting, or expressing views 
on, the prices or other competitive terms and conditions or negotiating 
for competing physicians, regardless of whether those physicians are 
subcontracting physicians or owners or members of DAIPA or HealthCare 
Partners, unless done as part of the operation of a qualified managed 
care plan; provided that, nothing in this Final Judgment shall prohibit 
DAIPA or HealthCare Partners from acting as or using a messenger model.
    (B) DAIPA, HealthCare Partners, and DHS are enjoined from:
    (1) Precluding or discouraging any physician from contracting with 
any payer, providing incentives for any physician to deal exclusively 
with DAIPA, HealthCare Partners, or any payer, or agreeing to any 
priority among themselves as to which will have the right to first 
negotiate with any payer, provided that, nothing is in this paragraph 
shall prohibit a physician from agreeing to exclusivity in connection 
with an ownership interest or membership in a qualified managed care 
plan, or prohibit DHS from participant in contracting decisions of DHS-
affiliated physicians;
    (2) Disclosing to any physician any financial or other 
competitively sensitive business information about any competing 
physician, except as is reasonably necessary for the operation of any 
qualified managed care plan, or requiring any physician to disclose any 
financial or other competitively sensitive business information about 
any payer or other competitor of DAIPA or HealthCare Partners; provided 
that, nothing in this Final Judgment shall prohibit the disclosure of 
information already generally available to the medical community or the 
public or the provision of information pursuant to the Antitrust Safety 
Zones delineated in the attached Statements 5 and 6 of the 1994 
Statements of Enforcement Policy and Analytical Principles Relating to 
Health Care and Antitrust;
    (3) Owning an interest in any organization (including DAIPA and 
HealthCare Partners) that, directly or through any agent or other third 
party, sets, or expresses views on, prices or other competitive terms 
and conditions or negotiates for competing physicians, regardless of 
whether those physicians are subcontracting physicians or owners or 
members of that organization, unless that organization is a qualified 
managed care plan and complies with Paragraphs IV (B)(1) and (B)(2) of 
the Final Judgment as if those Paragraphs applied to that organization; 
provided that, nothing in this Final Judgment shall prohibit owning an 
interest in an organization that acts as or uses a messenger model.
    (C) DHS is enjoined from:
    (1) Exercising its control over staff privileges with the purpose 
of reducing competition with DHS in any line of business, including 
managed care, outpatient surgery or radiology, and physician services; 
provided that nothing in this Final Judgment shall limit DHS's 
authority to make staff decisions for the purpose of assuring quality 
of care;
    (2) Conditioning the provision of inpatient hospital services to 
individuals covered by any payer on:
    (a) The purchase or use of DHS's utilization review program, any 
DHS qualified managed care plan, DHS's ancillary or outpatient 
services, or any physician's services unless such services are 
intrinsically related to the provision of acute inpatient care (as, for 
example, are radiology, anesthesiology, emergency room, and pathology 
services deemed to be for purposes of this Final Judgment where these 
services are performed in connection with an inpatient admission), or
    (b) A contract or other agreement to deal through HealthCare 
Partners or any other organization; provided that, nothing in this 
Paragraph IV(C)(2) shall limit the terms and conditions on which DHS 
may contract with any payer pursuant to which DHS bears substantial 
financial risk for the delivery of the services or products identified 
in Subparagraphs (1) and (2); and
    (3) Conditioning rates to any payer for inpatient hospital services 
on the exclusive use of DHS outpatient services, provided that nothing 
in this Paragraph IV(C)(3) shall (a) limit the terms and conditions on 
which DHS may contract with any payer pursuant to which DHS bears 
substantial financial risk for the delivery of outpatient services; or 
(b) prohibit DHS from entering into exclusive contracts that require 
payers to use DHS's outpatient services where rates for those services 
are not tied to discounts on inpatient rates.

V

Additional Provisions

    (A) DAIPA and HealthCare Partners shall:
    (1) Inform each participating physician annually in writing that 
the physician is free to contract separately with any payer on any 
terms, except with regard to physicians who have agreed to exclusivity 
in connection with an ownership interest or membership in a qualified 
managed care plan; and
    (2) Notify in writing each payer with which HealthCare Partners 
currently has or is negotiating a contract, or which subsequently 
inquires about contracting with HealthCare Partners, that each provider 
on HealthCare Partners' provider panel is free to contract separately 
with such payer on any terms, without consultation with DAIPA or 
HealthCare Partners.
    (B) DHS shall file with plaintiffs each year on the anniversary of 
the filing of the Complaint in this action a written report disclosing 
the rates for inpatient hospital services to any payer, including any 
plan affiliated with DHS, or in lieu of such a report, documents 
sufficient to disclose those rates for each payer (other than Medicare 
and Medicaid). Plaintiffs agree not to disclose this information unless 
in connection with a proceeding to enforce this Final Judgment or 
pursuant to a court or congressional order.

VI

Compliance Program

    Each defendant shall maintain an antitrust compliance program 
(unless the defendant dissolves without any successors or assigns), 
which shall include:
    (A) Distributing within 60 days from the entry of this Final 
Judgment, a copy of the Final Judgment and Competitive Impact Statement 
to all officers and directors;
    (B) Distributing in a timely manner a copy of the Final Judgment 
and Competitive Impact Statement to any person who succeeds to a 
position described in Paragraph VI(A);
    (C) Briefing annually in writing or orally those persons designated 
in Paragraphs VI (A) and (B) on the meaning and requirements of this 
Final Judgment and the antitrust laws, including penalties for 
violation thereof;
    (D) Obtaining from those persons designated in Paragraphs (VI) (A) 
and (B) annual written certifications that they (1) have read, 
understand, and agree to abide by this Final Judgment, (2) understand 
that their noncompliance with this Final Judgment may result in 
conviction for criminal contempt of court and imprisonment and/or fine, 
and (3) have reported violations, if any, of this Final Judgment of 
which they are aware to counsel for the respective defendant; and
    (E) Maintaining for inspection by plaintiffs a record of recipients 
to whom this Final Judgment and Competitive 

[[Page 52018]]
Impact Statement have been distributed and from whom annual written 
certifications regarding this Final Judgment have been received.

VII

Certifications

    (A) Within 75 days after entry of this Final Judgment, each 
defendant shall certify to plaintiffs that it has made the distribution 
of the Final Judgment and Competitive Impact Statement as required by 
Paragraph VI(A); and
    (B) For 10 years, unless the defendant dissolves without any 
successors or assigns, after the entry of this Final Judgment, on or 
before its anniversary date, each defendant shall certify annually to 
plaintiffs whether it has complied with the provisions of Section VI 
applicable to it.

VIII

Plaintiffs' Access

    For the sole purpose of determining or securing compliance with 
this Final Judgment, and subject to any recognized privilege, 
authorized representatives of the United States Department of Justice 
or the Office of the Attorney General of the State of Connecticut, upon 
written request of the Assistant Attorney General in charge of the 
Antitrust Division or the Connecticut Attorney General, respectively, 
shall on reasonable notice be permitted:
    (A) Access during regular business hours of any defendant to 
inspect and copy all records and documents in the possession or under 
the control of that defendant relating to any matters contained in this 
Final Judgment;
    (B) To interview officers, directors, employees, and agents of any 
defendant, who may have counsel present, concerning such matters; and
    (C) To obtain written reports from any defendant, under oath if 
requested, relating to any matters contained in this Final Judgment.

IX

Notifications

    Each defendant shall notify the plaintiffs at least 30 days prior 
to any proposed (1) dissolution of that defendant, (2) sale or 
assignment of claims or assets of that defendant resulting in the 
emergence of a successor corporation, or (3) change in corporate 
structure of that defendant that may affect compliance obligations 
arising out of Section IV of this Final Judgment.

X

Jurisdiction Retained

    This Court retains jurisdiction to enable any of the parties to 
this Final Judgment, but no other person, to apply to this Court at any 
time for further orders and directions as may be necessary or 
appropriate to carry out or construe this Final Judgment, to modify or 
terminate any of its provisions, to enforce compliance, and to punish 
violations of its provisions.

XI

Expiration of Final Judgment

    This Final Judgment shall expire ten (10) years from the date of 
entry.

XII

Public Interest Determination

    Entry of this Final Judgment is in the public interest.

    Dated: ____________________________.

----------------------------------------------------------------------
United States District Judge

    Note: The Danbury Hospital Medical Staff List by Department, 
Statement of Department of Justice and Federal Trade Commission 
Enforcement Policy on Providers' Collective Provision of the Related 
Information to Purchasers of Health Care Services, and Statement of 
Department of Justice and Federal Trade Commission Enforcement 
Policy on Provider Participation in Exchanges of Price and Cost 
Information are attachments to the proposed Final Judgment filed 
with the Court. A copy of the attachments may be obtained from the 
Department of Justice, Legal Procedures Unit.

Competitive Impact Statement

    Pursuant to Section 2(b) of the Antitrust Procedures and Penalties 
Act, 15 U.S.C. Sec. 16(b)-(h) (``APPA''), the United States files this 
Competitive Impact Statement relating to the proposed Final Judgment 
submitted for entry in this civil antitrust proceeding.

I

Nature and Purpose of the Proceeding

    On September 13, 1995, the United States and the State of 
Connecticut filed a civil antitrust complaint alleging that defendant 
HealthCare Partners, Inc. (``HealthCare Partners''), defendant Danbury 
Area IPA, Inc. (``DAIPA''), and defendant Danbury Health Systems, Inc. 
(``DHS''), with others not named as defendants, entered into an 
agreement and took other actions, the purpose and effect of which were, 
among other things, to restrain competition unreasonably by preventing 
or delaying the development of managed care in the Danbury, Connecticut 
area (``Danbury''), to willfully maintain DHS' market power in acute, 
inpatient care, and to gain an unfair advantage in markets for 
outpatient services, in violation of Sections 1 and 2 of the Sherman 
Act, 15 U.S.C. Secs. 1, 2. The Complaint seeks injunctive relief to 
enjoin continuance or recurrence of these violations.
    The United States and the State of Connecticut filed with the 
Complaint a proposed Final Judgment intended to settle this matter. 
Entry of the proposed Final Judgment by the Court will terminate this 
action, except that the Court will retain jurisdiction over the matter 
for further proceedings that may be required to interpret, enforce, or 
modify the Judgment, or to punish violations of any of its provisions.
    Plaintiffs and all defendants have stipulated that the Court may 
enter the proposed Final Judgment after compliance with the APPA, 
unless prior to entry plaintiffs have withdrawn their consent. The 
proposed Final Judgment provides that its entry does not constitute any 
evidence against, or admission by, any party concerning any issue of 
fact or law.
    The present proceeding is designed to ensure full compliance with 
the public notice and other requirements of the APPA. In the 
Stipulation to the proposed Final Judgment, defendants have also agreed 
to be bound by the provisions of the proposed Final Judgment pending 
its entry by the Court.

II

Practices Giving Rise To The Alleged Violations

    DHS's 450-bed acute care facility, Danbury Hospital, is the sole 
source of acute inpatient care in the Danbury area. It faces no 
competition from other general acute care hospitals in the market for 
these services and, accordingly, possesses a monopoly in general acute 
inpatient care. The Hospital also provides outpatient surgical care and 
other services.
    By 1992, managed care organizations had recruited a sufficient 
number of physicians with active staff privileges at Danbury Hospital 
to offer managed care plans to employers and individuals in the Danbury 
area. The introduction of managed care plans into the Danbury area 
reduced the Hospital's market power in inpatient services by decreasing 
the number of hospital admissions and the length of hospital stays, 
thereby causing the Hospital to lose significant inpatient volume. 
Additionally, the introduction of managed care plans resulted in 
increased competition among doctors and reduced referrals to 
specialists in 

[[Page 52019]]
DOPS (Danbury Hospital's affiliated multispecialty practice group).
    In 1993, DHS took steps to form an alliance with virtually every 
doctor on its Hospital's medical staff to protect the economic 
interests of both the Hospital and the doctors and forestall the 
continued development of managed care plans in Danbury. On May 6, 1994, 
HealthCare Partners was incorporated to represent jointly Danbury 
Hospital and physicians in negotiations with managed care 
organizations, and DAIPA was created as the vehicle for physician 
ownership in HealthCare Partners. Danbury Hospital and DAIPA jointly 
own HealthCare Partners, and each appoints six of the twelve directors 
of HealthCare Partners' board of directors.
    Only active members of Danbury Hospital's medical staff could be 
owners of DAIPA. Over 98% of the doctors on Danbury Hospital's medical 
staff joined DAIPA. Each paid a small fee. None committed to any 
integration of their practices.
    Each doctor who joined DAIPA contracted with HealthCare Partners 
and authorized it to negotiate fees on the doctor's behalf. The doctors 
authorized HealthCare Partners to enter into non-risk-bearing contracts 
in one of two ways.\1\

    \1\ While the doctors also authorized HealthCare Partners to 
enter into risk-bearing contracts, HealthCare Partners has not 
exercised this authority. Even if it had, or does in the future, the 
negotiation of risk-bearing contracts would not justify the unlawful 
negotiation of non-risk-bearing contracts that occurred here. See 
Statements of Enforcement Policy and Analytical Principles Relating 
to Health Care and Antitrust (``Health Care Policy Statements'') 
that the U.S. Department of Justice and the Federal Trade Commission 
issued jointly on September 27, 1994, 4 Trade Reg. Rep. (CCH) para. 
13,152, at 20,794 n.35.
---------------------------------------------------------------------------

    First, it could prepare a minimum fee schedule and present it to 
each doctor for approval. A doctor's approval would then authorize 
HealthCare Partners to enter into non-risk-bearing contracts on behalf 
of the doctor without further consultation so long as the resulting 
fees equalled or exceeded the minimum fee schedule.
    Alternatively, HealthCare Partners could negotiate fees on behalf 
of all the doctors and then present each doctor with the collectively 
negotiated fee schedule. Each doctor would then have the opportunity to 
accept this jointly negotiated fee schedule.
    HealthCare Partners negotiated two contracts using this latter 
approach and succeeded in obtaining generous fees for the DAIPA 
doctors. Indeed, one of the contracting managed care plans was forced 
to increase its fees to doctors outside of the Danbury area to avoid 
the excessive administrative costs it would have incurred to administer 
one fee schedule for Danbury and a separate schedule for the other 
areas in which it operated.
    The Hospital's goal in forming HealthCare Partners was to eliminate 
competition among physicians in order to further its broader goal of 
reducing or limiting the impact of managed care plans on its monopoly 
in acute inpatient services. In furtherance of these goals, the 
Hospital also used its control over admitting privileges to reduce 
competition in physician and outpatient services markets. The Hospital 
adopted a Medical Staff Development Plan in part to limit the size and 
mix of its medical staff. This Plan effectively controlled the entry of 
new physicians into Danbury and thereby insulated HealthCare Partners 
from competition. The Hospital also announced a policy that required 
its doctors to perform at least 30% of their procedures at the 
Hospital. This announcement caused a reduction in the use of a 
competing outpatient surgery center.
    Based on the facts described above, the Complaint alleges (1) that 
the defendants entered into a contract, combination, or conspiracy that 
eliminated competition among physicians, reduced or limited the 
development of managed care plans, and reduced or limited competition 
among outpatient service providers, all in violation of Section 1 of 
the Sherman Act, 15 U.S.C. Sec. 1 and (2) that HDS took exclusionary 
acts that had the purpose and effect of maintaining Danbury Hospital's 
market power in acute inpatient hospital services and gaining an unfair 
advantage in markets for outpatient services, in violation of Section 2 
of the Sherman Act, 15 U.S.C. Sec. 2.

III

Explanation of The Proposed Final Judgment

    The proposed Final Judgment is intended to prevent the continuance 
or recurrence of defendants' agreement to eliminate competition among 
doctors and reduce or limit the development of managed care in the 
Danbury area. The proposed Final Judgment is also intended to prevent 
the continuance or recurrence of DHS's exclusionary conduct. The 
overarching goal of the proposed Final Judgment is to enjoin defendants 
from engaging in any activity that unreasonably restrains competition 
among physicians, outpatient service providers, or managed care plans 
in the Danbury area, or that willfully maintains Danbury Hospital's 
market power in acute inpatient services, or gains Danbury hospital an 
unfair advantage in markets for outpatient services, while still 
permitting defendants to market a provider-controlled managed care 
plan.\2\

    \2\ This relief comports with the Health Care Policy Statements, 
and in particular with the principles enunciated therein that a 
provider network (1) should not prevent the formation of rival 
networks and (2) may not negotiate on behalf of providers, unless 
those providers share substantial financial risk or offer a new 
product to the market place. Statement 8, 4 Trade Reg. Rep. (CCH) 
para. 13,152, at 20,788-89; Statement 9, id. at 20,793-94, 20,796.
---------------------------------------------------------------------------

A. Scope of the Proposed Final Judgment
    Section III of the proposed Final Judgment provides that the Final 
Judgment shall apply to defendants and to all other persons who receive 
actual notice of this proposed Final Judgment by personal service or 
otherwise and then participate in active concert with any defendant. 
The proposed Final Judgment applies to DHS, DAIPA, and HealthCare 
Partners.
B. Prohibitions and Obligations
    Sections IV and V of the proposed Final Judgment contain the 
substantive provisions of the Judgment.
    In Section IV(A), DAIPA and HealthCare Partners are enjoined from 
setting or expressing views on the prices or other competitive terms 
and conditions or negotiating entity is a Qualified Managed Care Plan 
(``QMCP''--as defined in the proposed Final Judgment and discussed 
below). However, DAIPA and HealthCare Partners are permitted to use a 
messenger model, as discussed below.
    Section IV(B)(1) enjoins DHS, DAIPA, and HealthCare Partners from 
precluding or discouraging any physician from contracting with any 
payer, providing incentives for any physician to deal exclusively with 
DAIPA, HealthCare Partners, or any payer, or agreeing to any priority 
among themselves as to which will have the right to negotiate first 
with any payer. Nothing in Section IV(B), however, prohibits physicians 
from agreeing to exclusivity in connection with an ownership interest 
or membership in a QMCP.
    Section IV(B)(2) prohibits the sharing of competitively sensitive 
information. DHA, DAIPA, and HealthCare Partners are enjoined from 
disclosing to any physician any financial or other competitively 
sensitive business information about any competing physician and from 
requiring any physician to disclose any financial or other 
competitively sensitive information about any payer. An exception 
permits any defendant to 

[[Page 52020]]
disclose such information if disclosure is reasonably necessary for the 
operation of a QMCP in which that defendant has an ownership interest, 
or if the information is already generally available to the medical 
community or the public.
    Section IV(B)(3) enjoins DHS, DAIPA, and HealthCare Partners from 
owning an interest in any organization that directly or through an 
agent or other third party sets fees or other terms of reimbursement, 
or negotiates for competing physicians, unless that organization is a 
QMCP and complies with Sections IV (B)(1) and (B)(2). However, 
defendants may own an interest in an organization that uses a messenger 
model.
    Section IV(C)(1) enjoins DHS from exercising its control over staff 
privileges with the purpose of reducing competition with DHS in any 
line of business, including managed care, outpatient services, and 
physician services. Nothing in the Final Judgment limits DHS' authority 
to make staff decisions for assuring quality of care.
    Section IV(C)(2) prohibits DHS from conditioning the provision of 
inpatient hospital services to individuals covered by any payer on the 
purchase or use of DHS' utilization review program, qualified managed 
care plan, ancillary or outpatient services, or any physician's 
services, unless the physician services are intrinsically related to 
the provision of inpatient care. (These prohibitions, however, do not 
apply to any organization or any contract in which DHS has a 
substantial financial risk.)
    Section IV(C)(3) prohibits DHS from conditioning rates to any payer 
for inpatient hospital services on the exclusive use of the Hospital's 
outpatient services. Nothing in this Section limits the terms and 
conditions on which DHS may contract with any payer pursuant to which 
DHS bears substantial financial risk for the delivery of outpatient 
services.
    Section V of the proposed Final Judgment contains additional 
provisions with respect to DAIPA and HealthCare Partners. Section V(A) 
requires DAIPA and HealthCare Partners to notify participating 
physicians annually that they are free to contract separately with any 
payer on any terms, except with regard to those physicians who have 
agreed to exclusivity in connection with an ownership interest or 
membership in a QMCP. Similarly, DAIPA and HealthCare Partners must 
notify in writing each payer with whom HealthCare Partners has or is 
negotiating a contract, or which subsequently inquires about 
contracting, that each of its participating physicians is free to 
contract separately with such payer on any terms and without 
consultation with DAIPA or HealthCare Partners.
    Under Section V(B), DHS must file with plaintiffs annually on the 
anniversary of the filing of the Complaint a written report disclosing 
the rates for inpatient hospital services to any payer, including any 
plan affiliated with DHS. In lieu of a report, DHS may file documents 
disclosing the rates for each payer other than Medicare and Medicaid.
    Section VI of the proposed Final Judgment requires defendants to 
implement a judgment compliance program. Section VI(A) requires that 
within 60 days of entry of the Final Judgment, defendants must provide 
a copy of the proposed Final Judgment and the Competitive Impact 
Statement to all officers and directors. Sections VI (B) and (C) 
require defendants to provide a copy of the proposed Final Judgment and 
Competitive Impact Statement to persons who assume those positions in 
the future and to brief such persons annually on the meaning and 
requirements of the proposed Final Judgment and the antitrust laws, 
including penalties for violating them. Section VI(D) requires 
defendants to maintain records of such persons' written certifications 
indicating that they (1) have read, understand, and agree to abide by 
the terms of the proposed Final Judgment, (2) understand that their 
noncompliance with the proposed Final Judgment may result in conviction 
for criminal contempt of court, and imprisonment, and/or fine, and (3) 
have reported any violation of the proposed Final Judgment of which 
they are aware to counsel for defendants. Section VI(E) requires 
defendants to maintain for inspection by plaintiffs a record of 
recipients to whom the proposed Final Judgment and Competitive Impact 
Statement have been distributed and from whom annual written 
certifications regarding the proposed Final Judgment have been 
received.
    The proposed Final Judgment also contains provisions in Section VII 
requiring defendants to certify their compliance with specified 
obligations of Section VI(A) of the proposed Final Judgment. Section 
VIII of the proposed Final Judgment sets forth a series of measures by 
which plaintiffs may have access to information needed to determine or 
secure defendants' compliance with the proposed Final Judgment. Section 
IX provides that each defendant must notify plaintiffs of any proposed 
change in corporate structure at least 30 days before that change to 
the extent the change may affect compliance obligations arising out of 
the proposed Final Judgment.
    Finally, Section XI states that the Judgment expires ten years from 
the date of entry.
C. Effect of the Proposed Final Judgment on Competition
1. The Prohibitions on Setting and Negotiating Fees and Other Contract 
Terms
    The prohibitions on setting or expressing views on prices and other 
contract terms or negotiating for competing physicians, set forth in 
Section IV(A), provide defendants with essentially two options for 
complying with the proposed Final Judgment. First, HealthCare Partners 
and DAIPA may change their manner of operation and no longer set or 
negotiate fees on behalf of competing physicians, for example by using 
a ``messenger model,'' a term defined in the proposed Final Judgment. 
Second, HealthCare Partners and DAIPA may restructure their ownership 
and provider panels to become a QMCP.\3\

    \3\ Of course, HealthCare Partners and DAIPA could simply cease 
operations and dissolve.
---------------------------------------------------------------------------

    DAIPA jointly owns HealthCare Partners with DHS and appoints six of 
HealthCare Partners directors. DAIPA includes competing physicians 
among its owners on whose behalf HealthCare Partners negotiates fees 
and other competitively sensitive terms and conditions. These 
physicians do not share financial risk. The proposed Final Judgment 
prevents HealthCare Partners and DAIPA, under their present structures, 
from continuing to set or negotiate fees or other terms of 
reimbursement collectively on behalf of the competing physicians. 
(Section IV(A)) Such conduct would constitute naked price fixing. 
Arizona v. Maricopa County Medical Soc'y, 457 U.S. 332, 356-57 (1982).
    The proposed Final Judgment does not, however, prohibit HealthCare 
Partners and DAIPA, as presently structured, from engaging in 
activities that are not anticompetitive. In particular, while the 
proposed Judgment enjoins HealthCare Partners and DAIPA from engaging 
in price fixing or similar anticompetitive conduct, it permits 
HealthCare Partners and DAIPA to use an agent or third party to 
facilitate the transfer of information between individual physicians 
and purchasers of physician services. Appropriately designed and 
administered, such messenger models rarely present substantial 
competitive concerns and indeed have the potential to reduce the 
transaction costs of negotiations 

[[Page 52021]]
between health plans and numerous physicians.
    The proposed Final Judgment makes clear that the critical feature 
of a properly devised and operated messenger model is that individual 
providers make their own separate decisions about whether to accept or 
reject a purchaser's proposal, independent of other physicians' 
decisions and without any influence by the messenger. (Section II(H)) 
The messenger may not, under the proposed Judgment, coordinate 
individual providers' responses to a particular proposal, disseminate 
to physicians the messenger's or other physicians' views or intentions 
concerning the proposal, act as an agent for collective negotiation and 
agreement, or otherwise serve to facilitate collusive behavior.\4\ The 
proper role of the messenger is simply to facilitate the transfer of 
information between purchasers of physician services and individual 
physicians or physician group practices and not to coordinate or 
otherwise influence the physicians' decision-making process.\5\

    \4\ For example, it would be a violation of the proposed Final 
Judgment if the messenger were to select a fee for a particular 
procedure from a range of fees previously authorized by the 
individual physician, or if the messenger were to convey collective 
price offers from physicians to purchasers or negotiate collective 
agreements with purchasers on behalf of physicians. This would be so 
even if individual physicians were given the opportunity to ``opt 
in'' to any agreement. In each instance, it would in fact be the 
messenger, not the individual physician, who would be making the 
critical decision, and the purchaser would be faced with the 
prospect of a collective response.
    \5\ For example, the messenger may convey to a physician 
objective or empirical information about proposed contract terms, 
convey to a purchaser any individual physician's acceptance or 
rejection of a contract offer, canvass member physicians for the 
rates at which each would be willing to contract even before a 
purchaser's offer is made, and charge a reasonable, non-
discriminatory fee for messenger services. The proposed Final 
Judgment gives guidelines for these and other activities that a 
messenger may undertake without violating the Final Judgment. 
(Section II(H))
---------------------------------------------------------------------------

    If, on the other hand, HealthCare Partners or DAIPA wants to 
negotiate on behalf of competing physicians, it must restructure itself 
to meet the requirements of a QMCP as set forth in the proposed Final 
Judgment. To comply, (1) the owners or members of HealthCare Partners 
or DAIPA (to the extent they compete with other owners or members or 
compete with physicians on their provider panels) must share 
substantial financial risk, and comprise no more than 30% on a 
nonexclusive basis, or 20% on an exclusive basis, of the physicians in 
any relevant market; and (2) to the extent HealthCare Partners or DAIPA 
has a provider panel that exceeds either of these limits in any 
relevant market, there must be a divergence of economic interest 
between the owners and the subcontracting physicians, such that the 
owners have the incentive to bargain down the fees of the 
subcontracting physicians. (See II(L) (1) and (2)) As explained below, 
the requirements of a QMCP are necessary to avoid the creation of a 
physician cartel while at the same time allowing payers access to 
larger physician panels.
a. QMCP Ownership Requirements
    The financial risk-sharing requirement of a QMCP ensures that the 
physician owners in the venture share a clear economic incentive to 
achieve substantial cost savings and provide better services at lower 
prices to consumers. This requirement is applicable to all provider-
controlled organizations since without this requirement a network of 
competing providers would have both the incentive and the ability to 
increase prices for health care services.
    The requirement that a QMCP not include more than 30% on a 
nonexclusive basis, and 20% on an exclusive basis, of the local 
physicians in certain instances is designed to ensure that there are 
available sufficient remaining physicians in the market with the 
incentive to contract with competing managed care plans or to form 
their own plans.\6\ These limitations are particularly critical in this 
case in view of defendants' prior conduct in forming negotiating groups 
with nearly every physician with active staff privileges at Danbury 
Hospital.

    \6\ The proposed Final Judgment embodies the parties' 
stipulation that only physicians with active staff privileges (not 
including those with just courtesy privileges) at Danbury Hospital 
are in any relevant physician market. One anticompetitive effect 
remedied by the proposed Final Judgment was the reduction in 
competition among these physicians, which allowed both the exercise 
of horizontal market power in physician markets and the willful 
maintenance of the Hospital's market power in acute inpatient 
hospital service. Accordingly, the 20% and 30% limitations apply to 
this universe of doctors. The proposed Final Judgment specifies 
three separate product markets to which these limitations apply: 
adult primary care doctors (Section II(M)(1)), OB/GYNs (Section 
II(M)(2)), and pediatricians (Section IIM)(3). The limitations also 
apply to any other relevant product market for physician services. 
(Section II(M)(4)) The proposed Final Judgment permits plaintiffs to 
give written approval of relevant markets differing from those 
specified.
---------------------------------------------------------------------------

    The 20% and 30% limitations will prevent defendants from 
aggregating market power to pursue and achieve the same type of 
anticompetitive effects that led to this action. Consistent with the 
reasons for these limitations, the proposed Final Judgment permits 
recruitment of new physicians, and thus an increase in the supply of 
physicians in the Danbury area, even if that recruitment causes a QMCP 
to exceed the 20% or 30% limitation. Similarly, defendants will not 
violate the proposed Final Judgment if these limits are exceeded as a 
result of a physician exiting any relevant market.
    In addition, the 30% limitation does not apply where a QMCP 
includes any single physician or pre-existing practice group that 
already has more than a 30% market share. In these circumstances, no 
aggregation of market power could occur as a result of the practice 
group joining the QMCP. To quality for this exemption, the pre-existing 
practice group must exist as of the date of the filing of the Complaint 
in this action (Section II(I)) For example, Danbury Hospital would 
violate the Final Judgment if it owns an interest in a QMCP in which 
DOPS participates as an owner on a nonexclusive basis and, after the 
filing of the complaint, DOPS acquires physician practices that cause 
it to exceed the 30% limitation or increase its market share in markets 
where it already exceeds 30%.\7\

    \7\ In contrast, the 20% limitation does not have an exception 
for pre-existing practice groups because in an exclusive arrangement 
such practice groups could have the incentives and ability to create 
the same type of cartel that the proposed Final Judgment is intended 
to break up.
---------------------------------------------------------------------------

b. OMCP Subcontracting Requirements
    Many employers and payers may want managed care products with 
panels larger than permitted by the 20% and 30% limitations. The QMCP's 
subcontracting requirements are designed to permit a larger physician 
panel, but with restrictions to avoid the risk of competitive harm. To 
offer panels above the 20% and 30% limits, a QMCP must operate with the 
same incentives as a nonprovider-controlled plan. Specifically, the 
owners of a QMCP must bear significant financial risk for the payments 
to, and utilization practices of, the panel physicians in excess of the 
20% and 30% limitations. These requirements significantly reduce the 
incentives for a QMCP to use the subcontracts as a mechanism for 
increasing fees for physician services.
    Consequently, the proposed Final Judgment permits a QMCP to 
subcontract with any number of physicians in a market provided 
important safeguards are met. Under Section II(L)(2) of the proposed 
Final Judgment, the subcontracting physician panel may exceed the 20% 
or 30% limitation if the organization bears significant financial risk 
for payments to and the utilization practices of the subcontracting 
physicians and does not compensate those subcontracting 

[[Page 52022]]
physicians in a manner that substantially replicates ownership. These 
requirements will assure that there is a sufficient divergence of 
economic interest between those subcontracting physicians and the 
owners such that the owners have the incentive to bargain down the fees 
of the subcontracting physicians. Indeed, without these requirements, 
the organization could serve as a cartel manager for all members of 
Danbury Hospital's active medical staff by, for example, passing 
through directly to payers substantial liability for making payments to 
the subcontracting physicians.
    A QMCP would meet the subcontracting requirements if, for example, 
a QMCP were compensated on a capitated, per diem, or diagnostic related 
group basis and, in turn, reimbursed subcontracting physicians pursuant 
to a fee schedule. In such a situation, an increase in the fee schedule 
to subcontracting physicians during the term of a QMCP's contract with 
the particular payer would not be directly passed through to the payer 
but rather would be borne by a QMCP itself. This would provide a 
substantial incentive for a QMCP to bargain down its fees to the 
subcontracting physicians.
    On the other hand, the subcontracting requirements would not be met 
if a QMCP's contract with a payer were structured so that significant 
changes in the payments by a QMCP to its physicians directly affected 
payments from the payer to a QMCP, or if the payer directly bears the 
risk for paying the panel physicians or pays the panel physicians 
pursuant to a fee-for-service schedule. The requirements would also not 
be satisfied if contracts between a QMCP and the subcontracting 
physicians provided that payments to the physicians depended on, or 
varied in response to, the terms and conditions of a QMCP's contracts 
with payers.\8\ Any of these scenarios would permit a QMCP to pass 
through to payers, rather than bear, the risk that its provider panel 
will charge fees that are too high or deliver services 
inefficiently.\9\

    \8\ Nothing in the proposed Final Judgment prohibits a QMCP from 
entering into arrangements that shift risk to subcontracting 
physicians, such as may be desirable to create cost-reducing 
incentives, so long as those arrangements are consistent with the 
criteria for a QMCP set forth in Section II(L) of the Judgment.
    \9\ Similarly, a QMCP would fail the ownership replication 
restriction of Section II(L) of the proposed Final Judgment if, for 
example, the owners paid themselves a dividend and then, through 
declaration of a bonus, paid the same or similar amount to the 
subcontracting physicians. The same would be true if the owners 
otherwise structured dividends, bonuses, and incentive payments in 
such a way that ensures that subcontracting and owning physicians 
receive equal overall compensation.
---------------------------------------------------------------------------

2. Prohibitions Against Exclusionary Acts
    In addition to helping to organize HealthCare Partners and DAIPA, 
DHS used other exclusionary acts to maintain its market power in acute 
impatient hospital services and to gain an unfair advantage in markets 
for outpatient services. The proposed Final Judgment eliminates the 
continuance or recurrence of such exclusionary acts.
    Section IV(C) of the proposed Final Judgment prohibits Danbury 
Hospital from exercising its control over staff privileges with the 
purpose of reducing competition with the Hospital in any line of 
business, tying the availability of inpatient services to any other 
service, or conditioning favorable inpatient rates on exclusive use of 
Danbury Hospital's outpatient services. These prohibitions are crafted 
to permit Danbury Hospital to assure the quality of care delivered at 
the Hospital, participate in managed care plans, retain freedom to 
contract on acceptable terms, and compete aggressively in outpatient 
markets, while at the same time ensure that Danbury Hospital does not 
unlawfully abuse its monopoly in acute inpatient services. The Hospital 
is also required to report annually its inpatient rates to payers. 
(Section V(B))
3. Other Substantive Provisions
    Section IV(B)(2) of the proposed Final Judgment enjoins the 
disclosure to any physician of any financial or competitively sensitive 
business information about any competing physician. It also enjoins 
defendants' requiring any physician to disclose competitively sensitive 
information about any payer. This provision will ensure that defendants 
do not exchange information that could facilitate price fixing or other 
anticompetitive harm.
    Section V(A) requires DAIPA and HealthCare Partners to give notice 
to doctors and managed care plans that each doctor currently under 
contract with HealthCare Partners is free to contract separately from 
DAIPA and HealthCare Partners. This will help abate any continuing 
effect from the unlawful conspiracy.
4. Conclusion
    The Department of Justice believes that the proposed Final Judgment 
contains adequate provisions to prevent further violations of the type 
upon which the Complaint is based and to remedy the effects of the 
alleged conspiracy and DHS' exclusionary acts. The proposed Final 
Judgment's injunctions will restore the benefits of free and open 
competition in the Danbury area and will provide consumers with a 
broader selection of competitive health care plans.

IV

Alternative to the Proposed Final Judgment

    The alternative to the proposed Final Judgment would be a full 
trial on the merits of the case. In the view of the Department of 
Justice, such a trial would involve substantial costs to the United 
States, the State of Connecticut, and defendants and is not warranted 
because the proposed Final Judgment provides all of the relief 
necessary to remedy the violations of the Sherman Act alleged in the 
Complaint.

V

Remedies Available to Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. Sec. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages suffered, as well as costs and a reasonable attorney's fee. 
Entry of the proposed Final Judgment will neither impair nor assist in 
the bringing of such actions. Under the provisions of Section 5(a) of 
the Clayton Act, 15 U.S.C. Sec. 16(a), the proposed Final Judgment has 
no prima facie effect in any subsequent lawsuits that may be brought 
against one or more defendants in this matter.

VI

Procedures Available for Modification of the Proposed Final Judgment

    As provided by Sections 2 (b) and (d) of the APPA, 15 U.S.C. 
Sec. 16 (b) and (d), any person believing that the proposed Final 
Judgment should be modified may submit written comments to Gail Kursh, 
Chief; Professions & Intellectual Property Section/Health Care Task 
Force; United States Department of Justice; Antitrust Division; 600 E 
Street, N.W.; Room 9300; Washington, D.C. 20530, within the 60-day 
period provided by the Act. Comments received, and the Government's 
responses to them, will be filed with the Court and published in the 
Federal Register. All comments will be given due consideration by the 
Department of Justice, which remains free, pursuant to Paragraph 2 of 
the Stipulation, to withdraw its consent to the proposed Final Judgment 
at any time before its entry, if the Department should 

[[Page 52023]]
determine that some modification of the Final Judgment is necessary for 
the public interest. Moreover, the proposed Final Judgment provides in 
Section X that the Court will retain jurisdiction over this action, and 
that the parties may apply to the Court for such orders as may be 
necessary or appropriate for the modification, interpretation, or 
enforcement of the proposed Final Judgment.

VII

Determinative Documents

    No materials and documents of the type described in Section 2(b) of 
the APPA, 15 U.S.C. Sec. 16(b), were considered in formulating the 
proposed Final Judgment. Consequently, none are filed herewith.

    Dated: September 13, 1995.

        Respectfully submitted,
Mark J. Botti,
Pamela C. Girardi,
Attorneys, Antitrust Division, U.S. Dept. of Justice, 600 E Street, 
N.W., Room 9320, Washington, D.C. 20530, (202) 307-0827.

Christopher F. Droney,
United States Attorney.
Carl J. Schuman,
Assistant U.S. Attorney, Federal Bar No. CT 05439, 450 Main Street, 
Hartford, Connecticut 06103, (203) 240-3270.

Certificate of Service

    I, Carl J. Schuman, hereby certify that copies of the Complaint, 
Stipulation, Competitive Impact Statement, and Notice of Lodging in 
U.S. v. HealthCare Partners, Inc., et. al. were served on the 13th day 
of September 1995 by first class mail to counsel as follows:
David Marx, Jr.,
McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois 
60606-5096.
James Sicilian,
Day, Berry & Howard, CityPlace, Hartford, Connecticut 06103.
Carl J. Schuman

[FR Doc. 95-24596 Filed 10-3-95; 8:45 am]
BILLING CODE 4410-01-M