ALJDEC

97A-196-INS · Department of Insurance · 1997-12-19

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

HEARING: December 11, 1997 APPEARANCES: Philip T. Paris, Esq. for the Petitioner; Kurt Regner for the Arizona Department of Insurance ADMINISTRATIVE LAW JUDGE: Lewis D. Kowal _____________________________________________________________________

On December 11, 1997, a hearing was held to consider the Plan and Agreement of Merger whereby Associated Health Plans, Inc. (the "Insurer"), will merge into United Dental Care of America, Inc. (the "Petitioner"). Based upon the entire record in this matter, the following Findings of Fact, Conclusions of Law and Recommended Order are made: FINDINGS OF FACT AND CONCLUSIONS OF LAW Insurer is duly qualified and authorized as a prepaid dental plan in the State of Arizona. Petitioner is duly qualified and authorized as a prepaid dental plan in the State of Arizona. Both the Insurer and the Petitioner have waived the twenty-five (25) day notice requirement of A.R.S. §20-731(C). The shareholder(s) of the Insurer and the shareholder(s) of the Petitioner have waived notice of the hearing. . . . No evidence has been produced at the hearing of this matter that would indicate or form the basis for a finding that the Plan and Agreement of Merger previously filed:

a. Is contrary to law.

b. Is unfair in the terms and conditions of the issuance and exchange of securities.

c. Would substantially reduce the security of and service to be rendered to members of the Insurer in this State or elsewhere.

The Insurer has surrendered its certificate of authority to the Department. Special notice to creditors and policyholders of the Petitioner, setting forth the date, place, nature and purpose of the hearing was published and mailed at least ten (10) business days before said hearing, and known creditors received individual notice by mail, as evidenced by the affidavit of publication. Based upon the Department's review of Petitioner's filing which indicated that the Petitioner has complied with the provisions of A.R.S. §20-731, the Department recommended that the Director approve the Plan and Agreement of Merger filed in this matter. The Petitioner has requested that the $200,000.00 statutory deposit held by the State Treasurer in the name of the Insurer be transferred into a statutory deposit account in the name of the Petitioner. Insurer owes the Insurance Examiners’ Revolving Fund (“IERF”) the sum of $85.42. Petitioner requested that the $100.00 deposit Insurer made to the IERF be refunded. Petitioner requested that the Department waive the Form B filing requirement of Insurer for the years ending 1991 through 1995. The Department did not object to that request. RECOMMENDED ORDER The undersigned Administrative Law Judge recommends that: The Plan and Agreement of Merger between the Insurer and the Petitioner be approved above. The statutory deposit of the Insurer in the amount of $200,000.00 be released upon receipt by the Department of Insurance of the following: (1) copies of the Articles of Merger of the Insurer and the Petitioner certified as having been filed with the Arizona Corporation Commission; (2) payment of $85.42 to the IERF; and (3) a fully executed Form E126 (Notice of Statutory Deposit). The statutory deposit not be released until the Department receives a fully executed copy of the official State Treasurer Release Receipt. The sum of $100.00 previously credited to the IERF be refunded to Petitioner Pursuant to A.R.S. §20-159. The Insurer shall file a 1997 Annual Statement with the Department together with all applicable fees unless Petitioner files its Articles of Merger with the Arizona Corporation Commission on or before December 31, 1997. The Department waives the Form B filing requirement for the Insurer for the years ending 1991 through 1995. Done this day, December 23, 1997.

_________________________________ LEWIS D. KOWAL Administrative Law Judge

Original transmitted by mail this ____ day of December, 1997, to:

Mr. John A. Greene, Director Department of Insurance ATTN: Curvey Burton 2910 North 44th Street, #210 Phoenix, AZ 85018-7256

By _______________________________

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Office of Administrative Hearings 1700 West Washington, Suite 602 Phoenix, Arizona 85007 (602) 542-9826