EXHIBIT 99(d)
XXXXX, XXXX & XXXXXXXX, X.X. (LETTERHEAD)
ATTORNEYS AT LAW
000 X. XXXXXXXX
XX. LOUIS, MISSOURI 63102
January 5, 2000
Xxxxxxxxx Xxxxx Xxxxxx
Director
Missouri Department of Insurance
Xxxxxxxxx Xxxxxxx Xxxxxx
Director
Missouri Department of Revenue
Re: Settlement Agreement Dated September 20, 1998
Related to Healthy Alliance Life Insurance Company
("HALIC") v. Director of Revenue and the Director of
Insurance, No. 80597 in the Supreme Court of Missouri
Dear Director Xxxxxx and Director Xxxxxx:
The purpose of this letter ("this Letter Agreement") is to
memorialize the terms on which agreement has been reached with
respect to a condition precedent contained in the above-described
Settlement Agreement (referred to in this Letter Agreement as the
"HALIC Tax Appeal Settlement Agreement"). The HALIC Tax Appeal
Settlement Agreement provides for the compromise of certain
claims pending in a Petition for Review in the Supreme Court of
Missouri styled Healthy Alliance Life Insurance Company v.
Director of Revenue and the Director of Insurance, No. 80597.
The HALIC Tax Appeal Settlement Agreement contains, in
Paragraph 6, a condition precedent, "Court Approval of Principal
Settlement." The "Principal Settlement" referred to is a
separate Settlement Agreement of September 20, 1998, to which
Blue Cross and Blue Shield of Missouri, RightCHOICE Managed Care,
Inc., the Attorney General of Missouri, and the Director of the
Missouri Department of Insurance are parties. The parties have
determined that the condition precedent contained in paragraph 6
of the HALIC Tax Appeal Settlement Agreement will not be
fulfilled. The parties to the HALIC Tax Appeal Settlement
Agreement have nonetheless determined to proceed with
consummation of that Agreement.
In consideration of their mutual undertakings herein, by
this Letter Agreement the parties waive the condition precedent,
"Court Approval of Principal Settlement," contained in paragraph
6 of the HALIC Tax Appeal Settlement Agreement. This Letter
Agreement shall be treated as the notification to the Director of
Revenue of the satisfaction of that condition precedent, as
provided for in paragraph 3 of the HALIC Tax Appeal Settlement
Agreement. Further implementation of the HALIC Tax Appeal
Settlement Agreement shall proceed promptly thereafter as
provided for therein.
In addition, in paragraph 4 of the HALIC Tax Appeal
Settlement Agreement, HALIC agreed to forbear from asserting
certain refund claims for years after 1995. To preserve those
claims during the period when it was being determined whether the
foregoing condition precedent would be fulfilled, XXXXX filed
claims for refunds of premium taxes for the years 1996, 1997, and
1998. Those refunds were denied. XXXXX appealed to the
Administrative Hearing Commission from those denials. XXXXX's
appeals are proceeding No. 99-3544RV before the Administrative
Hearing Commission. Immediately on payment to it of the refunds
provided for in paragraph 3 of the HALIC Tax Appeal Settlement
Agreement, HALIC will dismiss proceeding No. 99-3544RV with
prejudice. XXXXX will thereafter comply with paragraph 4 of the
HALIC Tax Appeal Settlement Agreement related to the forbearance
from the assertion of refund claims.
This Letter Agreement will be effective on the date of the
last signature hereto. It may be executed in counterparts to be
exchanged among the parties.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
JJR:vla
Attachment
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Director
Missouri Department of Revenue
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, Director
Missouri Department of Insurance
Healthy Alliance Life Insurance Company
By: /s/ Xxxx X. X'Xxxxxx
Xxxx X. X'Xxxxxx, President
