La. Admin. Code tit. 48, § XXV-507 - Filing of Applications and Additional Documents

A. Filing of Applications

1. Applications shall be filed by delivering an original and three copies to the director.

2. The filing date of a conforming application shall be the date the department determines the application to be a completed application.

3. No application shall be filed by facsimile machine.

4. Applications filed with the department become property of the state.

5. Applications shall be accompanied with the filing fee as determined by §309 in accordance with R.S. 40:2254.12.

6. The application must include the contents of application.

7. The application shall be submitted to the attorney general on the forms provided and include the information requested therein.

8. The department may at any time request any other supplemental or additional documentation, disclosures, information, etc., as it deems necessary to the evaluation. The applicant shall provide the information not later than 10 days after the date of the request.

9. The application must be in the following format.

a. Applications shall be submitted to the attorney general on the forms provided and in accordance with the instructions therein.

b. Trade secret information should be printed on goldenrod colored paper to assist in identifying material that may be considered exempt from the Louisiana Public Records Act.

c. Applications that do not comply with these rules shall not be accepted and will be returned to the applicant.

B. Filing of Additional Documents

1. The format required for filing of additional documents shall be in accord with §307. A 9

2. Documents relating to an application shall be filed by delivering an original and three copies to the director.

3. Additional documents to an application may be accepted by facsimile machine provided that the original and three copies thereof are received by the director no later than seven days after transmission of the facsimile.

C. Forms

LOUISIANA ATTORNEY GENERAL'S

Request for Information Form for Certain

Cooperative Endeavor Agreements, Joint Ventures, Mergers

and Consolidations among Health Care Facilities

INSTRUCTIONS AND DEFINITIONS

1. All responses to the Request for Information Form must be typed or clearly printed in black ink. You must use only the official forms.

2. All documents and appendices must be provided in compliance with the following:

(a) One set of original documents and three (3) separate sets of legible and collated copies of all documents must be submitted .

(b) With respect to the submission of appendices, each appendix shall be submitted in a separate legal size folder clearly marked with the appendix number along with the name of the entity or entities submitting the information and the date of the Attorney General's Request for Information, set forth in Instruction #9. For example, Company X, Appendix A, July 1, 1996 or Company X and Company Y, Appendix A, July 1, 1996; and

(c) Each document must be consecutively numbered and labeled along with an abbreviation for the entity or entities. For example, the first document of a submission by Company X, would be labeled CX0001 and the first document of a joint submission of Company X and Company Y would be labeled CXY0001. These initials and numbers should appear in the lower right-hand corner or each document.

3. All amendments or late-filed documents or responses must be clearly labeled to indicate which Request or appendix folder the document should be placed in upon receipt by the State. Such documents must be submitted in compliance with all other instructions herein.

4. Unless otherwise indicated, documents to be produced pursuant to this Request for Information Form include each and every document prepared, sent, dated, received, in effect, or which otherwise came into existence during the last three (3) years through the date of the production of documents pursuant to this Request. Responses to the Request must be supplemented, corrected, and updated until the close of the transaction. The Attorney General, at his discretion, may require the production of additional documents.

5. Unless otherwise approved by the Department, for each Request calling for the production of documents, produce each and every responsive document in each entity's care, possession, custody, or control, without regard to the physical location of those documents.

6. If an entity possesses no documents responsive to a paragraph of this Request, that entity must state this fact, specifying the paragraph(s) or subparagraph(s) concerned, in the response. If an entity must submit documents at a later date than that set forth in Instruction #9, the following procedure is required: the entity must state this fact, specify the paragraph(s) or subparagraph(s) concerned, identify the document(s) to be produced, and state the expected date of production.

7. If an entity asserts a privilege in response to a Request, that entity must state the privilege, the basis of the privilege, and identify the documents and Request to which the privilege attaches.

8. Responses to Requests not requiring the production of documents should be typed or clearly printed in black on the Request for Information Form. If additional space is required, you should attach additional 8 1/2" x 11" size pages, clearly noting at the top of the page to which Request the additional information is responsive and the identity of the entity providing the information. For example: Company X, Continuation to Request #3.

9. All responses to this Request for Information shall be sent by United States Mail, hand delivered, or a nationally recognized express delivery service to the following individual.

Director, Civil Division

State of Louisiana

Department of Justice

Civil Division

1885 North Third Street, 6^th Floor

Baton Rouge, Louisiana 70802

Post Office Box 94005

Baton Rouge, Louisiana 70804-9005

10. The Request for Information Form is not complete or valid without completed Certification and Verification Affidavits for each entity executed under oath in the presence of a notary and attached to the Request for Information Form.

11. Copies may be submitted in lieu of originals as long as the entity indicate(s) that the documents are copies, the location of the originals, and the reason for the substitution of copies. All originals must be returned as set forth in the Certification and Verification Affidavits. Additionally, the entity must sign the Certification of Verification Affidavit(s), agreeing that the documents are authentic for the purposes of Louisiana law.

12. All questions regarding these forms, the scope of any Request, and instruction, or any definitions shall be directed to the Assistant Attorney General listed in Instruction #9.

13. This Request for Information Packet should include all of the following forms:

Form Instructions and Definitions

Form Request for Information Form

Form Certification and Verification Affidavit

If your packet is missing any of the above listed forms, please contact the Assistant Attorney General listed in Instruction #9 immediately. Your response to the Request for Information Form is not complete until the Attorney General's Office has received all of the above listed forms, fully completed.

14. Each entity that is a party to the Agreement must complete the entire Request for Information Packet.

LOUISIANA ATTORNEY GENERAL'S APPLICATION

REQUEST FOR INFORMATION FORM

For Certain

COOPERATIVE ENDEAVOR AGREEMENTS, JOINT VENTURES, MERGERS AND

CONSOLIDATIONS AMONG HEALTH CARE FACILITIES

PLEASE CAREFULLY REVIEW THE INSTRUCTIONS AND

DEFINITIONS PRIOR TO COMPLETING THIS FORM

Note: If the information is not supplied under any of the following items, provide an explanation of why the item is not applicable to the transaction or the parties.

1. Name of each Party: Identify each entity which is a party to the cooperative endeavor agreement, joint venture, merger, or consolidation (hereinafter referred to collectively as "Agreement") in accordance with 40:2254.1, et seq., including the address of the principal business office of each party. Include in your response the identity of any (a) parent, (b) subsidiary, and/or (c) affiliate of each entity.

2. Contact Person for each Party: Provide the full legal name, title, address, telephone and facsimile number for the persons authorized to receive notices and communications with respect to the application.

3. Directors and Officers: Identify by full legal name and title each and every director and officer of each entity.

4. Corporate Documents: Attach as Appendix A, all corporate documents relating to each entity filing this Request. Include corporate documents of all parents, subsidiaries, or affiliates . For the purpose of this Request, "corporate documents" means the charter or articles of incorporation, bylaws, and any and all amendments to each corporate document.

5. Description of Proposed Agreement: Attach as Appendix B a detailed description of the proposed agreement, including:

(a) A list of any services or products that are the subject of the proposed agreement or transaction;

(b) A description of any consideration passing to any person under the agreement or transaction, including the amount, nature, source, and recipient;

(c) A description of each party's contribution of capital, equipment, labor, services, or other value to the transaction, if any;

(d) Identification of any other services or products that are reasonably likely to be affected by the proposed agreement or transaction;

(e) A description of the geographic territory involved in the proposed agreement or transaction;

(f) If the geographic territory described in item (e) is different from the territory in which the applicants have engaged in the type of business at issue over the last five years, a description of how and why the geographic territory differs;

(g) Identification of all products or services that a substantial share of consumers would consider substitutes for any service or product that is the subject of the proposed agreement or transaction;

(h) Identification of whether any services or products of the proposed agreement or transaction are currently being offered, capable of being offered, utilized, or capable of being utilized by other providers or purchasers in the geographic territory described in item (e);

(i) Identification of the steps necessary, under current market and regulatory conditions, for other parties to enter the territory described in item (e) and compete with the applicants;

(j) A detailed explanation of the projected effects, including expected volume, change in price, and increased revenue, of the agreement or transaction on each party's current businesses, both generally as well as the aspects of the business directly involved in the proposed agreement or transaction;

(k) Each entity's estimate of their respective present market shares and that of others affected by the proposed agreement or transaction, and projected market shares after implementation of the proposed agreement or transaction;

(l) Identification of business plans, reports, studies, or other documents that discuss each entity's projected performance in the market, business strategies, competitive analyses and financial projections, including any documents prepared in anticipation of the cooperative agreement, merger or consolidation, as well as those prepared prior to contemplation of the transaction;

(m) A description of each entity's performance goals, including quantitative standards for achieving the objectives of:

(1) lower health care costs; or

(2) higher quality health care or greater access to health care in Louisiana without any undue increase in health care costs.

(n) A description of how the anticipated efficiencies, cost savings and other benefits from the transaction will be passed on to the consumers of health care services;

(o) A description of the net efficiencies likely to result from the transaction, including an analysis of anticipated cost savings resulting from the transaction and the increased costs associated with the transaction;

(p) A statement of whether competition among health care providers or health care facilities will be reduced as a result of the proposed agreement or transaction; whether there will be adverse impact on quality, availability, or cost of health care; whether the projected levels of cost, access to health care, or quality of health care could be achieved in the existing market without the proposed agreement or transaction; and, for each of the above, an explanation of why or why not;

(q) A description of why the anticipated cost savings, efficiencies and other benefits from the transaction are not likely to result from existing competitive forces in the market; and

(r) If information is not supplied under any of the above items, an explanation of why the item is not applicable to the transaction or to the parties.

6. Description of Negotiations of the Agreement: Attach as Appendix C a detailed description of all discussions and negotiations between each entity resulting in the proposed Agreement. To the extent practicable, this response should include, but not be limited to, a summary outline in date sequence of any and all meetings held with the following parties with respect to the proposed transaction:

(a) With each entity's financial advisors or investment bankers related to the proposed Agreement (including, but not limited to, management, committees of the board of directors or meetings of the full board);

(b) With prospective networkers, merging partners of each entity, together with a brief summary of the results of such meetings; and

(c) With other parties deemed significant to the transaction (including, but not limited to, outside experts or other consultants).

7. Closing Date: What is the expected date of closing of the proposed Agreement? Attach as Appendix D a copy of any proposed Agreement.

8. Governmental Filings: Attach as Appendix E all filings with respect to the proposed Agreement, including all amendments, appendices, and attachments, and each report or document provided to each federal, state, or local governmental entity regarding the proposed Agreement. Include copies of forms to be provided to each such entity, the answer to information or questions on such forms, and each attachment submitted in connection therewith.

9. Meetings with Governmental Officials: Attach as Appendix F summaries of all meetings with federal, state, or local authorities regarding any filings or documents referenced in Request #8. Also, include each and every document which memorializes or discusses any and all meetings or other communications with the United States Department of Justice, Federal Trade Commission, or any other state, federal or local governmental entity in connection with the proposed transaction.

10. Prior Agreements: Identify all prior Agreements between the parties within the last three (3) years, including the following information for each:

(a) Date of Agreement;

(b) City/State;

(c) Brief Description.

11. Letters of Intent: Attach as Appendix G any and all drafts and final versions of any and all letters of intent, confidentiality agreements, or other documents initiating negotiations, contact, or discussion between the parties to the Agreement.

12. Contracts or Purchase Agreements: If any assets are passed to any Party under the Agreement, Attach as Appendix H any and all drafts and final versions of asset purchase agreements, contracts or agreements to transfer assets. Your response must also include any attachments, amendments, schedules, or appendices to such agreements.

13. Fairness Opinions: If any assets are passed to any Party under the Agreement, Attach as Appendix I any and all fairness opinions analyzing the proposed Agreement along with any supplemental analysis prepared by any entity or its experts. Include in your response the name of the company and the person(s) who prepared the opinion, their business telephone numbers and addresses, the agreement or engagement letter with such company or person, and background information regarding the company or person's qualifications.

14. Meeting Minutes and Other Information: Attach as Appendix J the following documents with respect each meeting during which the proposed Agreement was discussed, whether regular, special, or otherwise, of the board of directors or board of trustees for each entity.

(a) Announcements and the persons to whom the announcements were sent;

(b) Agenda;

(c) Minutes and/or resolutions of the board of directors or board of trustees for each entity which reflect or discuss the proposed Agreement, including those regarding the final vote;

(d) Each written report or document provided to the board or board members, including, but not limited to, each committee report and each expert's report;

(e) Each proposal or document referencing or regarding possible or actual Agreement;

(f) Each presentation to the board or any committee to the board; and

(g) Each attachment to (a) through (f).

15. Valuation Information: Attach as Appendix K each appraisal (with each attachment), evaluation (with each attachment), and similar document (with each attachment) concerning the financial performance of each party to the transaction for the preceding five years, their assets, their properties, their worth as a going concern, or their market value. This Request shall include, but not be limited to, any appraisals of the common stock of any entity, any appraisals involving property held by any entity.

16. Information Regarding Other Offers: Attach as Appendix L each appraisal (with each attachment), evaluation (with each attachment), and similar document (with each attachment) concerning any negotiation, or proposal either initiated or received by any entity regarding the proposed Agreement, and the dollar value of such proposed Agreement.

17. Mission Statement: Attach as Appendix M any and all mission statements of each entity.

18. Press Releases and Related Information: Attach as Appendix N any and all press releases, newspaper articles, radio transcripts, audiotapes and videotapes of any television commercials or reports regarding the proposed transaction and any other offers identified in Request # 16.

19. Financial Records: Attach as Appendix O all of the following for the last six (6) fiscal years for each entity, unless otherwise indicated:

(a) Audited and unaudited financial statements. Audits are sometimes presented in abbreviated form or in fuller form, with detailed supplements. Provide the most detailed form of your audit that is available.

(b) Consolidating statements (balance sheets and income statements for each fiscal year);

(c) Year-to-date internal financial statements for the most recent month-end available during the current year. Be sure that the statements are comparative (with the same period of the previous fiscal year), otherwise provide last year's internal financial statements for the corresponding period as well;

(d) If separate audited financial statements are prepared for any of your affiliates, or any parent or, please provide those audits, together with comparative year-to-date financial statements for each such member, affiliate, parent or subsidiary;

(e) Projected capital expenditure requirements for the next three (3) years;

(f) Each balance sheet, profit and loss statement, statement of change in financial position of each entity or company it controls, operates, manages, or is affiliated with and also the same information for the acquirer and any entity which you reasonably believe it owns, operates, manages, or controls;

(g) A detailed schedule of operating expenses, unless already provided with the audits;

(h) An analysis (aging) of accounts receivable by major category, of receivables as of the most recent month-end available, indicating the amounts ultimately considered collectable;

(i) Management compensation (salary, bonus, other benefits) for the five (5) officers receiving the greatest amount of compensation;

(j) Identify any material off-balance sheet assets or liabilities (i.e., any assets or liabilities not reflected on the most recent audited financial statements) and provide documentation concerning such assets or liabilities. Examples of such items would include a significant under-or over-funding in the pension plan or a current litigation judgment not reflected in the most recent audit;

(k) Identify any material contingent assets or liabilities, and the conditions that must occur for any such contingent assets to be realized or for any such contingent liabilities to be incurred; and

(l) Identify all accounting firms, including the name, address, and telephone number of the accountant(s) primarily responsible for accounting and auditing of the entities for the last six (6) years.

(m) If information is not supplied under any of the above items, explain why the information is not applicable to the transaction or parties.

20. Conflict of Interest, Self-Interest, and Self-Dealing Issues:

(a) Attach as Appendix P an affidavit for each officer and director of each entity.

(b) Attach as Appendix Q any and all documents reflecting any possible conflict of interest, self-interest, or self-dealing of any board member, officer, or director in connection with the proposed Agreement. Such documents shall include evidence of any disclosures or other curative measures taken by the board and any documents suggesting or referencing financial or employment incentives or inducements offered to any board member, director or officer.

21. Persons Involved in Decision Making of Planning: Attach as Appendix R a list of the full legal names, titles, addresses, and telephone numbers of each and every officer, director, representative, manager, executive, expert or other persons having substantial input, at any phase of decision making or planning, into the decision or plan for the proposed Agreement.

22. Market Studies: Attach as Appendix S each market study (and attachments) done for or by each entity, or otherwise received by each entity. Include an analysis of an entity's market share from the perspectives which are normally tracked by the entity's board.

23. Registered Agents for Service or Process: Identify the registered agent for service of process, including his or her complete address, for each entity.

CERTIFICATION AND VERIFICATION AFFIDAVIT

To be completed by President or Chief Executive Officer

This Request for Information Form, together with any and all appendices and attachments thereto, was prepared and assembled under my supervision in accordance with the instructions and definitions issued by the Attorney General. Subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete. If copies were submitted in lieu of originals, the documents submitted are true and exact copies. I understand that my obligation to provide information pursuant to this Request shall be continuing in nature and shall forthwith notify the Attorney General, in writing, of any representations that have been made or that might have been made in accordance with this Request which need to be updated, corrected or modified. The copies also are authentic for the purposes of Louisiana law. If copies were submitted, I also agree to retain the originals under may care, custody, and control, and I will not destroy or alter the originals without express written consent of the Attorney General or his appointed designee.

I certify, upon personal knowledge, that the attached form has been completed with true and accurate information, under penalty or perjury.

STATE of__________________________________ To be completed by Affiant:

Parish/County______________________________ Name ____________________________

Affiant's Title ________________

Signature: __________________________ _______ Address:____________________

Date: _____________________________ _________

Sworn and subscribed before me this _____________ Telephone No._______________________

day of 20__________________________________ Facsimile No.________________________

Notary Public ______________________________

My Commission expires:

_________________________________________

_________________________________________

Notes

La. Admin. Code tit. 48, § XXV-507

Promulgated by the Department of Justice, Office of the Attorney General, LR 36:1256 (June 2010).

AUTHORITY NOTE: Promulgated in accordance with R.S. 40:2254.1 et seq.