PGHLIB-1042977.01-PGEASTGA

March 13, 2003 2:30 PM

IN THE UNITED STATES DISTRICT COURT FOR

THE EASTERN DISTRICT OF PENNSYLVANIA

THE CHESTER COUNTY HOSPITAL, : CIVIL ACTION

:

Plaintiff, : No. 02-2746

:

v. :

:

INDEPENDENCE BLUE CROSS, :

QCC INSURANCE COMPANY, :

KEYSTONE HEALTH PLAN EAST, and :

KEYSTONE MERCY HEALTH PLAN, :

:

Defendants. :

RESPONSES AND OBJECTIONS TO SUBPOENA DUCES TECUM

Pursuant to Rule 45 of the Federal Rules of Civil Procedure, non-party, Highmark, Inc.

(“Highmark”), by and through its counsel, Reed Smith LLP, serves the following responses and

objections to The Chester County Hospital’s (“Chester”) Subpoena Duces Tecum:

GENERAL OBJECTIONS

The following objections shall apply to each answer provided by Highmark to Chester’s

Subpoena Duces Tecum and Exhibit A, Designated Documents to Produce for Inspection and

Copying (collectively, “Subpoena”) as though fully set forth at length therein:

1. Highmark objects to Chester’s Subpoena as unreasonably burdensome,

overly broad, unduly oppressive, and because it seeks immaterial and/or irrelevant information.

2. Highmark objects to Chester’s Subpoena to the extent that it suggests or

requires any burdens, responsibilities or objections beyond those set forth by the Federal Rules

of Civil Procedure. Highmark specifically objects to certain Instructions accompanying

Chester’s Subpoena. Highmark objects to Instruction No. 1 given that nothing in the Federal

Rules of Civil Procedure requires production of information in electronic format. Highmark

objects to Instruction No. 3 and will produce responsive documents as kept in the ordinary

course of business, as permitted by Fed.R.Civ.P. 45(d)(1).

3. Highmark objects to Chester’s Subpoena to the extent that it calls for

production of information protected by the attorney-client privilege and/or the attorney work

product doctrine.

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4. Highmark objects to Chester’s Subpoena to the extent that it requires

Highmark to provide information that is no longer in its possession, custody or control, or is

equally available to Chester or another party to this litigation.

5. Highmark objects to Chester’s Subpoena to the extent that it seeks

documents and information from all entities affiliated with Highmark, Inc., and any and all

products sold, marketed or developed by any such affiliate of Highmark, Inc. in that the

definition is overly broad and seeks information that is immaterial and/or irrelevant. As such,

Highmark, Inc. objects to the definition of "you," "your," and "Highmark" in the Subpoena and

intends to respond to this Subpoena only on behalf of Highmark, Inc. (including the names under

which Highmark, Inc. does business), and the products sold, marketed, and developed by

Highmark, Inc.

6. Highmark objects to Chester’s Subpoena to the extent it seeks confidential

and proprietary information, which will only be disclosed after a confidentiality/protective order

is signed which permits Highmark to produce certain documents designated as "confidential" or

for "attorneys eyes only" review. In addition, Highmark objects to this Subpoena to the extent it

seeks the production of documents which are shielded from production by confidentiality

agreements entered into between Highmark and third parties.

OBJECTIONS AND RESPONSES TO DOCUMENT REQUESTS

Without waiving the foregoing General Objections, which are included in the

following Responses and Objections as if fully set forth therein, Highmark answers:

1. Documents sufficient to show the trade names under which Highmark

offers hospital benefits as well as the geographic areas served by Highmark under each

individual trade name.

Response/Objection: Highmark objects to this request as being overly broad and seeking

immaterial and/or irrelevant information. Subject to and without waiving the foregoing

objections, Highmark will produce a document which describes the trade names under which it

operates within the Commonwealth of Pennsylvania.

2. Documents relating to the Defendants.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

3. Documents relating to the Chester County Hospital.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, unduly oppressive, and seeking immaterial and/or irrelevant information. Subject

to and without waiving the foregoing objections, Highmark states that it does not contract with

Chester County Hospital and is aware of no particular documents in its files relating thereto. It

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would be unduly burdensome for Highmark to search every piece of paper in the company’s files

to determine if there is any miscellaneous document that may refer or relate to this hospital.

4. Documents relating to the Lawsuit.

Response/Objection: As of the time of answering, Highmark is aware of no such documents,

other than the Subpoena issued by Plaintiff to Highmark in this case and pleadings retrieved

from the docket in this case.

5. Documents relating to competition for health care financing products and

services in the Greater Philadelphia Area.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and vague. Highmark specifically objects to the undefined terms and/or phrase

“competition for health care financing products and services.” Subject to and without waiving

the foregoing objections, Highmark will produce documents, if any, which it believes to be

responsive to this request.

6. Documents relating to Highmark’s potential entry or expansion of product

offerings in the Greater Philadelphia Area, including, but not limited to, documents relating to

Highmark’s potential marketing, selling, or otherwise offering its Blue Cross Products or any

other hospital insurance products in the Greater Philadelphia Area.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and vague. Subject to and without waiving the foregoing objections, Highmark is

not aware of any documents responsive to this request.

7. Documents relating to any planned, proposed, or considered affiliation,

merger, or acquisition involving Highmark and the Defendants.

Response/Objection: Subject to the foregoing General Objections, Highmark will produce

documents responsive to this request.

8. Documents relating to any discussion, negotiation, or communication

between Highmark and any hospital or other health care provider in the Greater Philadelphia

Area regarding Highmark’s potential entry or expansion of product offerings in the Greater

Philadelphia Area.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and vague. Subject to and without waiving the foregoing objections, Highmark is

not aware of any documents responsive to this request.

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9. Documents relating to any reason(s) Highmark does not compete with the

Defendants.

Response/Objection: Highmark objects to this request as being overly broad, vague and

ambiguous. Highmark specifically objects to the undefined term "compete" in the request.

Subject to and without waiving these objections, Highmark does not believe that any such

documents exist.

10. Documents relating to any agreement, understanding, contract, or

communication relating to competition (or the absence thereof) between Highmark and the

Defendants.

Response/Objection: Highmark objects to this request as being overly broad, vague and

ambiguous. Highmark specifically objects to the undefined term "competition" in the request.

Subject to and without waiving these objections, Highmark does not believe that any such

documents exist.

11. Documents relating to any communications between Highmark and any

firm offering health care financing products in the Greater Philadelphia Area.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

12. Documents relating to the Inter-County Hospitalization Plan, Inc.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and seeking immaterial and/or irrelevant information. Such an undefined request

could encompass hundreds of thousands of potential documents that are neither relevant nor

material to Plaintiff’s case.

13. Documents relating to Inter-County Health Plan, Inc.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and seeking immaterial and/or irrelevant information. Such an undefined request

could encompass hundreds of thousands of potential documents that are neither relevant nor

material to Plaintiff’s case.

14. Documents relating to Independence Blue Cross and Pennsylvania Blue

Shield Caring Foundation for Children.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

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information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

15. Documents relating to the Joint Programs jointly marketed by Highmark

and the Defendants.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case. By way of further response,

documents describing these programs are available from Defendants.

16. Documents relating to the Participation Agreement.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case. Subject to and without

waiving the foregoing objections, Highmark states that IBC is a party to this agreement and it is

available from Independence Blue Cross (“IBC”).

17. Documents relating to Highmark’s new arrangement to replace the

existing Participation Agreement, as that arrangement is described on page 44 of Highmark’s

2000 Annual Report and page 15 of Highmark’s 2001 Annual Report.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, unduly oppressive, and seeking immaterial and/or irrelevant information. Subject

to and without waiving the foregoing objections, Highmark states that IBC is a party to this

arrangement and it is available from IBC.

18. Since June 1, 1994, documents relating to any new, expanded, or existing

product offerings in the Greater Philadelphia Area proposed, contemplated, considered, or

projected in evaluating or consummating the consolidation of Medical Services Association of

Pennsylvania and Veritus Ind. to form Highmark (as that consolidation is described on page 15

of Highmark’s 2001 Annual Report).

Response/Objection: Highmark objects to this request as being vague, unreasonably

burdensome, overly broad, unduly oppressive, and seeking immaterial and/or irrelevant

information. To the extent that Highmark understands this request, it does not believe that there

are any responsive documents.

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19. Documents relating to Highmark’s Agency Agreements.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case. Subject to and without

waiving the foregoing objections, Highmark will produce copies of the Agency Agreements.

20. Documents relating to Capital Blue Cross.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

21. Documents relating to Highmark’s termination of its joint operating

agreement with Capital Blue Cross, as described on page 14 of Highmark’s 2001 Annual Report.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

22. Documents relating to any discussion, negotiation, or communication

between Highmark and Capital Blue Cross regarding any agreement or contract to which

Highmark is a party.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

23. Documents relating to any legal or regulatory dispute between Highmark

and Capital, including, but not limited to, any matter before the Pennsylvania Department of

Insurance.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

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24. Since January 1, 1995, documents relating to the sale or transfer of any

assets, businesses, products, or plans from Highmark to the Defendants.

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, unduly oppressive, and seeking immaterial and/or irrelevant information. Such an

undefined request could encompass hundreds of thousands of potential documents that are

neither relevant nor material to Plaintiff’s case. Subject to and without waiving the foregoing

objections, Highmark will produce an Assumption Reinsurance Agreement, dated May 16, 1997,

and a Purchase Agreement, dated December 6, 1996.

25. Documents relating to Highmark’s potential or actual selling, offering, or

marketing, in the twenty-one counties of South Central Pennsylvania and the Lehigh Valley area

(as those geographic areas are described on page 14 of Highmark’s 2001 Annual Report), of its

Blue Cross Products, any product that provides hospital insurance, or any other product to

replace those previously offered to customers by its joint programs with Capital Blue Cross (as

described on page 14 of Highmark’s 2001 Annual Report).

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, boundless in scope, unduly oppressive, and seeking immaterial and/or irrelevant

information. Such an undefined request could encompass hundreds of thousands of potential

documents that are neither relevant nor material to Plaintiff’s case.

26. Since January 1, 1999, provide copies of each contract between Highmark

and hospitals in the twenty-one counties of South Central Pennsylvania and the Lehigh Valley

area (as those geographic areas are described on page 14 of Highmark’s 2001 Annual Report).

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and seeking immaterial and/or irrelevant information. In addition, Highmark

objects to this request for the reason that it requires the production of documents that are

confidential and proprietary.

27. Since January 1, 1999, provide copies of each contract between Highmark

and purchasers of Highmark’s health plans in the twenty-one counties of South Central

Pennsylvania and the Lehigh Valley area (as those geographic areas are described on page 14 of

Highmark’s 2001 Annual Report).

Response/Objection: Highmark objects to this request as being unreasonably burdensome,

overly broad, and seeking immaterial and/or irrelevant information. In addition, Highmark

objects to this request for the reason that it requires the production of documents that are

confidential and proprietary.

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28. All documents constituting or reflecting Highmark’s policies and

procedures relating to the retention or destruction of documents, including all backup procedures

for automated information systems (including e-mails).

Response/Objection: Highmark objects to this request as being overly broad and seeking

immaterial and/or irrelevant information. Subject to and without waiving the foregoing

objections, Highmark will produce a manual reflecting such policies.

______________________________

DANIEL I. BOOKER

Pa. I.D. No. 10319

NATALIE CHETLIN MORITZ

Pa. I.D. No. 65174

P. GAVIN EASTGATE

Pa. I.D. No. 86061

REED SMITH LLP

435 Sixth Avenue

Pittsburgh, PA 15219

(412) 288-3131

Counsel for Highmark, Inc.

Dated: November 25, 2002

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CERTIFICATE OF SERVICE

The undersigned hereby certifies that a true and correct copy of Highmark, Inc.’s

Responses and Objections to Subpoena Duces Tecum, was served on the following via First

Class U.S. Mail on this 25th day of November, 2002:

Daniel A. Kotchen, Esquire

Boies, Schiller & Flexner LLP

5301 Wisconsin Avenue, N.W.

Washington, DC 20015

Paul S. Diamond, Esquire

Obermayer Rebmann Maxwell & Hippel LLP

One Penn Center, 19th Floor

1617 J.F. Kennedy Boulevard

Philadelphia, PA 19103-1895

_____________________________

Counsel for Highmark, Inc.

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