OBERIKALER 

A Professional Corporation 

Dber. Kaler. GrimBS & Shriver 

Attorneys at law 

1401 H Street. NW, Suite 500 

Washington, DC 20005·3324 

202·408·8400 Fax 202·40B'()640 

www.ober.com 

Mr. Donald S. Clark 

Secretary 

Federal Trade Commission 

Room 172 

600 Pennsylvania Avenue. N.W. 

Washington, D.C. 20580 

Dear Mr. Clark: 

July 9, 2007 

Christi J. Braun 

cjbfaun@ober.com 

202·326·5046 

Offices In 

Maryland 

Washington. D.C. 

Virginia 

Pursuant to Federal Trade Commission Procedure Rules 1.1 through 1.4, 16 C.F.R. 

§§ 1.1-1.4 (2007), TriState Health Partners, Inc. ("TriState") requests a staff advisory 

opinion. Recognizing the need of area employers to control health care expenses and 

ensure optimal care for employees and beneficiaries, TriState proposes to develop a nonexclusive multi-provider network joint venture that will integrate its members clinically as 

described in Statements 8 and 9 of the U.S. Department of Justice and Federal Trade 

Commission Statements of Antitrust Enforcement Policy in Health Care (1996) 

(,'Statements"). I If TriState develops contract proposals that include performance bonuses, 

negotiates contract terms (including price), and enters into contracts with third-party payers 

for the sale of the integrated product described in this letter, what are the Commission's 

enforcement intentions and how would it analyze those activities under Section 5(a)(1) of 

the Federal Trade Commission Act? 

TriState is a non-exclusive physician-hospital organization ("PHD") whose 

approximately 200 practitioner and one hospital system members' are located in 

Washington County, Maryland and provide medical services to patients from Maryland, 

Pennsylvania, and West Virginia. Originally marketing its integrated product to the local 

business community, TriState intends to offer payers a network of primary care and 

specialist physicians whose services will be integrated through a formal and stringent 

medical management program that includes protocol development and implementation, 

performance reporting, procedures for corrective action when necessary, and aggressive 

management of high-cost, high-risk patients. The program will offer payers a network of 

I To maximize potential efficiencies, TriState intends to align the financial incentives of the joint venture 

partners, and further establish the interdependence of its practitioner members, through pay-for-perfonnance 

("P4P") risk agreements with payers. The amount of the risk funds, however, will be detennined through 

negotiations with payers, and TriState cannot say at this time whether the financial risk sharing through its 

P4P contracts will qualify as "substantial," as that tenn is used in the Statements. 
OBERIKALE:R. A prureJ$~f\81 Co{poratalo 

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coordinated services from physicians committed to improving outcomes by working 

together to achieve quality improvements not possible by working independently. 

TriState's physicians will actively collaborate in the development of all facets of the 

program, ensuring the cooperative delivery ofhigh-quaIity, cost-effective care. 

I. TriState 

A. Members 

TriState, which is based in Hagerstown, Maryland, is a Maryland non-stock, 

membership organization that incorporated in June 1995. It has two classes of 

membership.2 Class I members are primary care physicians ("PCPS"),3 specialty care 

physicians ("SCPs"), hospital-based physicians, or oral surgeons licensed to practice in 

Maryland, or medical group practices whose physicians or surgeons meet that 

requirement.4 The sole Class II member is Washington County Hospital ("WCH"), a 

member of the Washington County Health System, Inc. ("WCHSI"), located in 

Hagerstown. 

1. Practitioners 

To join TriState, physicians or oral surgeons (collectively "practitioners'') must 

complete a written application for membership, meet TriState's credentialing criteria, and 

be approved by the TriState Board. TriState has no restrictions on the addition of new 

Class I members. Each new Class I member pays ajoining fee of $2,500, which WCH 

matches. 

There are currently 204 Class I physician members, 64 of which are PCPs 

practicing in the specialties of family practice, internal medicine, and pediatrics. The 

remaining members are SCPs who practice in 29 specialties. 

2 See Exhibit 1, TriState's Bylaws. 

3 TriState defines PCPs as those physicians who specialize in family practice, pediatrics, general practice or 

internal medicine (excluding its subspecialties). 

~ Approximately 17 percent of TriState members are employees of Washington County Health System, Inc., 

through its subsidiaries Washington County Hospital Association and Antietam Health Services (a for-profit 

corporation), or Antietam's subsidiary Medical Practices of Antietam, LLC. These employed phYSicians 

must comply with all of TriState's clinical integration policies and rules, and they are subject to discipline 

deemed appropriate by their TriState peer physicians, including expulsion from TriState. 
OBERIKALER A PrDfe.sstONii COqxNlIIJgn 

Mr. Donald S. Clark 

July 9,2007 

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SPECIALTY 

A llerg)'} Asthma/Immunology 

Anesthesio logy 

Cardiology 

Dermatology 

Eme~enc:x Medicine, Express Care 

Endocrinology 

Family Practice 

Gastroenterology 

General Surgery 

Infectious Disease 

Internal Medicine Primary Care 

Internal MedicinelPediatrics Primary Care 

Nephrology 

Neurology 

Neurosurgery 

Nuclear Medicine!Nuclear Cardiology 

Obstetrics/Gynecology 

Oncology 

Ophthalmology 

Oral & Maxillofacial Surgery 

Orthopedics 

Otolaryngology 

Pain Management 

Pathology 

Pediatrics Primary Care 

Physical Medicine/Rehabilitation 

Plastic Surgery 

Podiatry 

Psychiatry 

Pulmonary Disease 

Radiation Oncology 

Radiology 

Urology 

TOTAL 

wcns) 

EMPLOYED 

0 

0 

0 

0 

0 

2 

9 

4 

t 

0 

5 

6 

0 

0 

0 

0 

5 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

3 

0 

0 

0 

0 

35 

17% 

TRISTATE 

MEMBERS5 TOTAL 

2 (l) 2 

9 (1) 9 

11 (4) 11 

3 (2) 3 

1 (1) 1 

I (1) 3 

18 (10) 27 

2 (2) 6 

7 (3) 8 

1 (1) 1 

15 (13) 20 

0 6 

3 (1) 3 

5 (5) 5 

4 (1) 4 

2 (2) 2 

9(4) 14 

4 (2) 4 

2 (2) 2 

5 (2) 5 

12 (3) 12 

6(3 6 

3 (2) 3 

4 (1) 4 

11 (4) II 

4 (3) 4 

I (1) 1 

7(3) 7 

0 3 

5 (2) 5 

1 (l) 1 

10 (I) 10 

I (1) 1 

169 204 

83% 100% 

Historically, TriState has elected to contract with additional providers to fill 

geographic or specialty-coverage gaps in the network.6 These medical providers do not 

pay membership fees and have no governance rights in the PHO. Although TriState will 

strongly encourage these contracted practitioners to be a part of its clinical integration 

5 The first numbers in the column represents the total number of TriState physicians in each specialty, and the 

number in parentheses represents the number of medical groups within which those physicians practice. 

6 See Exhibit 2, Chart of Professionals with privileges at WCHA, WCHSI employees, TriState Members, and 

TriState Contracted Providers. 
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Mr. Donald S. Clark 

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program, it anticipates that some may choose not to participate. For payers (most of 

which are likely to be local employers) that need these non~participating providers in order 

to have a complete network but do not wish to contract directly with the providers, TriState 

will facilitate agreements with those providers through a messenger arrangement. 

TRISTATE CONTRACTED PROVIDERS 

SPECIALTY TOTAL 

Emergency Medicine 3 (1) 

Fami!y_ Practice 5 (3) 

General Practice 2 (2) 

General Surgery 1 (I) 

Hospitalist 7 (1) 

Infertility/Reproductive Endocrinology 1 (I) 

Internal Medicine I (I) 

Mental Health (non-Physician) 15 

Nurse Midwives 5 

OB/GYN 1 (1) 

Ophthalmology 4 (2) 

Oral & Maxillofacial Surgery 2 (I) 

Pediatrics 4 (1) 

Plastic Surgery I (1) 

Psychiatry 10 (6) 

Rheumatology 2 (2) 

Urology 4 (1) 

Wound Care 1 (1) 

TOTAL 69 

2. The Hospital 

WCH, TriState's Class II Member, is an acute-care hospital operated by 

Washington County Hospital Association ("WCHA"), a Maryland non-profit membership 

corporation that is a subsidiary ofWCHSI.7 WCH has a medical staff of 319 physicians 

who practice in 58 specialties and sUbspecialties through more than 120 group practices in 

Washington County and the surrounding area. WCHA is licensed to operate 292 acute 

care beds, including 218 medical/surgical, 18 obstetric, 10 pediatric, 18 psychiatric, and 28 

acute rehabilitation beds. Designated a Level III Trauma Center by the State of Maryland, 

WCH offers a full range of adult and pediatric inpatient and outpatient services including 

intensive and progressive care units, a family birthing center, mental health services, 

cancer therapy, surgical care, cardiac catheterization, physical and occupational 

rehabilitation, and diagnostic imaging. 

7 WCHSI has approximately 3,000 employees and serves a tri-state region, including western Maryland, 

southern Pennsylvania, and northern West Virginia. See Exhibit 3 for a full description of the programs and 

services provided through WCHS[ and its subsidiaries. 
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B. Organizational Structure 

TriState's Board of Directors is comprised of five representatives of the Class II 

member and eight Class I members (four PCPs, two surgeons, and two medical specialists, 

one of which must be a hospital-based practitioner). 8 On a daily basis, an administrative 

staff of eight oversees TriState's operations.9 

To facilitate the implementation of its clinical integration program, the TriState 

Board left only its Nominating and Bylaws Committees unchanged and modified or 

approved the addition of the following committees: 1

0 

1. Finance-Contracting-Administration - monitors the financial performance of 

TriState and develops contracting strategies and proposals, including pay-forperformance models. 

2. Communications - establishes communication and marketing strategies to 

effectively reach all present and potential clients and practitioner members with 

information and access to TriState, its products, services and staff. 

3. Clinical Integration Oversight ("CIOC")- oversees all clinically-related 

corporate activities; will establish sub-committees as deemed necessary to 

conduct clinically-related activities. I I The sub-committees currently include: 12 

a. Credentialing - oversees the credentialing and recredentialing processes, 

including the development of participation criteria, and works closely with 

the Utilization Management/Quality Assurance ("UM/QA") Committee in 

evaluating the physicians' quality; solicits, evaluates and recommends 

candidates for Class I membership and non-Member provider participation 

status; and establishes and maintains participating provider files. 

b. UMlQA - develops implements, and oversees policies and procedures 

related to TriState's utilization management, case management, and disease 

8 See Exhibit 4, TriState's Current Board of Directors. 

') See Exhibit 5, TriState's Administrative Staff. 

10 See Exhibit 6, TriState's Committee Charges. 

II A Class I Director chairs the ClOe. Its members are the sub-committee chairs plus one Class II Director. 

12 See Exhibit 7, TriState's Committee Membership. 
()BER IKALER 

A P~llft!'S:l>lonal CotpOration 

Mr. Donald S. Clark 

July 9,2007 

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management activities, including monitoring the metric and benchmark 

achievement; and makes recommendations for group improvement. 

c. Service Improvement ("SIC") - reviews, monitors, and makes 

recommendations for improvement of clinical efficiency, utilizing available 

technology; annually reviews TriState's clinical policies and procedures and 

makes recommendations for changes; and develops new policies and 

procedures. 

d. Quality Improvement ("QIC") - develops and monitors clinical practice 

guidelines, reviews and monitors the evidence-based medicine rules, 

ensures use of and adherence to the guidelines by the physicians, and 

ensures that processes are in place for migrating guidelines and rules to 

TriState's membership. 

e. Pharmacy Benefits Management ("PBM") - reviews the prescription drug 

formulary, making recommendations for formulary changes and monitoring 

drug utilization. 

f. Care Coordination ("CCC") - performs concurrent review of care, 

identifying issues for resolution through policy and/or procedure changes 

and transmits such recommendations to the SIC for action. 

c. Background 

Although TriState started as a risk-sharing joint venture, it contracted on a 

capitation basis only for a single year before ceasing to function as a financial risk-sharing 

PHD. In 1998, TriState entered into an arrangement with InforMed, L.L.C. 

("InforMed"),13 an Annapolis, Maryland health-care consulting and information 

technology company that provides third party administrator ("TP A") services, medical 

management, health information reporting, health information technology, and a regional 

network of physicians, hospitals, and ancillary providers. TriState members who accepted 

InforMed's rates and agreed to participate in the InforMed provider network, Community 

Health Partners ("CHP"), signed new participation agreements with TriState. 14 In turn, 

TriState signed a contract with InforMed for its providers to participate in the CHP 

network; to provide some administrative services for InforMed, including credentialing, 

network management, clinical oversight, and utilization review; and to obtain health 

13 See http://www.infonned-lIc.com/(providing more infonnation on InforMed). 

14 The TriState physicians deal directly with InforMed on any issues related to fees or payment of claims. 

When fee schedule modifications are made, practitioners are free to accept, reject, or negotiate modifications 

with InforMed directly. TriState is not involved in these discussions. 
nSERIK/\LER A PrtlfesSlooal COf~QI'at«m 

Mr. Donald S. Clark 

July 9, 2007 

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information technology ("HIT") services from InforMed. including management of 

TriState's claims information database, design and support of an interactive website, and 

Internet-based software for eligibility verification and medical referrals. 

Through the years, InforMed has contracted with self-insured employers in 

Washington County to provide TPA services, hospital and physician services through its 

CHP network, and utilization and medical management to employers desiring these 

services. Starting in 2004, TriState began working with InforMed on a plan for TriState to 

assume more control, responsibility, and accountability over the medical management 

functions. TriState has since hired a data analyst, a care coordination manager, and two 

case managers, allowing it to subcontract with InforMed to provide all medical 

management services for InforMed's Washington County clients. 

InforMed currently has contracts with three Washington County employers for 

which TriState provides medical management services and its providers, as part ofCHP, 

render medical services. The largest employer is WCHSI, which contracts for its own 

health plan, the Washington County Health System Health Benefits 

"Plan"). Currently, the Plan covers 4,974 lives 

The other two W~U.lll!;'VU 

II. TriState's Market 

A. Geography 

TriState is based in Hagerstown, Maryland, the largest town in Washington 

County, but its primary service area ("PSA") extends slightly beyond the county. 

Washington County is located in a part of western Maryland that, at its narrowest point, is 

only eight miles wide. In addition, Interstates 70 and 81 intersect in Hagerstown, making 

interstate travel relatively easy. As such, TriState's secondary service area ("SSA") 

includes parts of Pennsylvania and West Virginia, as well as Frederick County, Maryland. 

To the east of Hagerstown, the next largest town is Frederick, approximately 25 miles 

away. To the west, the next town is Hancock, again about 25 miles away. To the north, 

about 15 miles away, is Waynesboro, Pennsylvania, and to the south, about 25 miles, is 

Martinsburg, West Virginia. 

B. Alternative Providers 

The 2007 population forecast for TriState's PSA is approximately 145,000, and its 

SSA is forecast to include more than 350,000 people. TriState's PSA accounts for 80.4% 

ofWCH admissions, while 14.5% are from its SSA and 5.1% from other areas. Although 
OBERIKALER A Pmfe:$ . .'~lcnal CorporntlOf1 

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it has not studied how far patients travel for its physicians' services, TriState believes that 

the physicians' service area data would be similar to WCH's. There are no IPAs or PHOs 

other than TriState operating within Washington County. 

The closest competing health system in TriState's service area is Summit Health, 

which includes Waynesboro Hospital, a 62-bed hospital, in Waynesboro, Pennsylvania 

(about 20 minutes north of Hagerstown) and the 232-bed Chambersburg Hospital 

(Chambersburg, Pennsylvania), located about 30 minutes from Hagerstown. Cumberland 

Valley Health Network ("CVHN"). the PHO aligned with Summit Health, is a payercontracting organization. 

Thirty minutes to the south, TriState's main competition comes from the providers 

associated with City Hospital, a 144-bed hospital in Martinsburg, West Virginia. City 

Hospital and many of its medical staff members contract with payers through Eastern 

Panhandle Integrated Delivery System ('"EPIDS"). Based in Martinsburg, EPIDS is a 

provider-sponsored, vertical arrangement of physicians and hospitals serving nine counties 

in eastern West Virginia. 

TriState's closest Maryland competitor is Frederick Memorial Hospital (Frederick, 

Maryland), a 253-bed hospital located about 30 minutes east of Hagerstown. Frederick 

County's only physician contracting organization ceased operations on December 31, 

2006, and most of its former members now contract directly with payers. 

C. The Payers 

Approximately four percent of all patients in TriState's service area are self-pay 

patients. Medicare, Medicaid, and TriCare-the government payer~over approximately 

50 percent of patients, and workers compensation covers an additional two percent. 

Private health insurance or self-insured employers using the services of health plans or 

TP As cover the remaining 44 percent of patients. The major commercial payers in 

TriState's market include CareFirst BlueCross BlueShield ("CareFirst"), United Health 

Care/MAMSI ("United"), Aetna, CIGNA, and InforMed. Together, CareFirst and United 

cover almost 66 percent of the private insurance subscribers. The dominant form of payer 

reimbursement for physician services in Washington County is discounted fee-for-service, 

although United still reimburses PCPs on a capitation basis for its MDIPA and Optimum 

Choice products. 

III. TriState's Proposed Clinical Integration Strategy 

TriState has three main objectives in developing and implementing its clinical 

integration strategy. First, the components and processes of the program--exchange of 

patient treatment information, clinical guideline development and adoption, performance 
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monitoring and reporting, and collective work towards improved quality-will facilitate 

and assure cooperative interaction and collaboration among TriState's member physicians. 

This cooperation and collaboration should align the efforts of the physicians to improve 

their patients' health and their delivery of services, resulting in the right care being 

rendered in the right setting at the right time. Second, the clinical integration strategy will 

engage every TriState stakeholder-physicians, case managers, administrators, payers, and 

patients--in a cohesive and comprehensive program of care management. Through the 

physicians' adherence to clinical practice guidelines, the physicians' and TriState's use of 

HIT to identify high-risk and high-cost patients, the interactive patient support of 

TriState's case managers and Medical Director, and involvement of payers in designing 

care management initiatives, TriState will more aggressively manage its patients' care than 

the stakeholders could achieve working independently. This aggressive care management 

should result in identifiable quality improvements for patients and significant financial 

benefits for payers. IS Third, the clinical integration strategy will allow TriState to offer 

payers an integrated set of services-coordinated physician services focused on quality 

improyement and medical management-not previously available in the market. This 

integrated product will be desirable to self-insured employers looking to control the rising 

cost of providing health care coverage to employees. It will also offer a competitive 

advantage to health plans and other payers seeking to distinguish their products on the 

basis of quality or quality-adjusted cost. 

Although ultimate responsibility for the clinical integration strategy rests with 

TriState's Board of Directors, TriState's members are, and will continue to be, actively and 

collectively engaged in the strategy. The Clinical Integration Oversight Committee 

("ClOG') will oversee development and implementation of the program through its subcommittees-Credentialing, Utilization Management/Quality Assurance ("UMlQA"), 

Service Improvement C'SIC"), Quality Improvement ("QIC"), Pharmacy Benefits 

Management ("PBM") and Care Coordination ("CCC"). In addition to establishing the 

strategic goals for each subcommittee, the CIOC provides a formal communication forum 

for the subcommittee chairs, facilitating the exchange of information regarding the 

activities of the subcommittees. 

The clinical integration strategy will embrace the following key elements, all of 

which will require the active and ongoing participation of TriState's member physicians: 

1. TriState's program will be built around web-based HIT that will facilitate the 

exchange of patients' treatment and medical management information, resulting 

in coordinated care delivery, appropriate utilization of resources, controlled 

costs. and improved quality and efficiency. 

15 Data reflects that about five percent of beneficiaries in any health plan consume about 60 percent of claims 

expense, while 40 percent of beneficiaries submit no claims in a given year. Thus, aggressive management 

of the five percent can result in significant savings. 
OBERIKALER A Pro1es~HDI".af Corp::lfat~ 

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2. TriState's SIC will use InforMed's software to review episodes of care-all of 

the medical care and services a patient receives from the onset of an illness or 

disease through final treatment-encountered in their community and 

determine where performance improvement will have the greatest financial and 

quality impact. Using this information, the QIC and ad hoc committees of 

TriState member physicians will review the appropriateness of existing 

guidelines already incorporated in their HIT and develop additional, TriStatespecific clinical guidelines, or Care Protocols. The CIOC and QIC will conduct 

periodic reviews of the clinical guidelines to ensure that the performance 

improvement sought has been met and, if not, to modify the protocols. 

3. Through ad hoc peer education committees, the QIC will educate and train 

TriState's member physicians in the use and adoption of the Care Protocols. 

TriState will encourage use of HIT by the physicians to facilitate application of 

the Care Protocols to patient care and to create interdependence in their 

provision of medical care. 

4. The CIOC and SIC will engage in ongoing monitoring to gauge the efficacy of 

the guidelines. Using HIT, the SIC will provide personalized feedback to 

TriState's members that compares each physician's actual performance against 

the performance goals for the TriState network. To assure progress in meeting 

its cost and quality efficiency goals, TriState has developed a performance 

improvement program, which includes peer education, behavior modification 

plans, and sanctions, if necessary. 

5. TriState will involve its customers in the clinical integration program by 

sharing network performance reports, seeking customer input into 

modifications or additions to the quality improvement initiatives, and engaging 

the customers in the medical management program. 

6. To complete its integrated product, TriState will integrate medical management 

with its physician services. The UMlQA will oversee the delivery of medical 

management services and the design of TriState's medical management 

program. The SIC will develop policies and programs to incorporate medical 

management into the physicians' practices. Using their HIT resources, TriState 

physicians and staff will identify patients who could benefit from disease and 

case management, and, with the support of the CCC, they will ensure that their 

patients receive cost-effective preventive care and avoid high-cost adverse 

incidents. Through the PBM, TriState physicians will work with local 

pharmacists to develop appropriate, cost-effective prescribing policies, medical 

necessity criteria for high-dollar drugs, recommended prescription drug 
OBERIKALER A Professional CaIlOfutroo 

Mr. Donald S. Clark 

July 9, 2007 

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fonnularies, and initiatives for educating TriState's physicians and patients 

about generic drug alternatives. The PBM will also monitor patient medication 

compliance and will work with physicians and patients to improve compliance. 

TriState fully intends to implement the program outlined herein. The CIOC and its 

subcommittees will closely monitor protocol compliance, benchmark achievement, patient 

outcomes, utilization data, and claims costs. If TdState does not achieve the anticipated 

quality and cost efficiencies within a reasonable time after implementation of the clinical 

integration strategy, the CIOC and its subcommittees will closely re-examine the strategy, 

detennine whether changes need to be made and, if so, where, and implement those 

changes. 

A. Integrative Health Information Technology 

Internet-based HIT will serve as the foundation for TriState's clinical integration 

strategy. InforMed, TriState's historic partner in serving Washington County's selfinsured employers, is tapping its extensive experience and expertise in HIT and supplying 

the technology for TriState's strategy. To provide the optimal HIT tools, InforMed is 

working with TriState's physicians on the UMlQA committee to redevelop its technology 

products to meet the needs of this program and facilitate an infonnation exchange between 

the physicians' offices, WCH, and anciUary providers in the community. 

The main technology piece is InforMed's virtual electronic health record, 

commonly referred to by TriState as the Clinical Claims Chart ("Chart"). Incorporated 

into the chart are Ingenix's Symmetry family of products-Episode Treatment Groups 

("ETGs"), Episode Risk Groups ("ERGs"), and Evidence Based Medicine Connect ("EBM 

Connect,,).16 When delivered to the physician via the Internet, the Chart and its powerful 

analytical tools should facilitate a high degree of cooperation, collaboration, and mutual 

interdependence previously unattainable by these physicians working independently. 

16 Exhibit 8 provides a detailed description of the Symmetry components of the Chart. For more information 

on ETGs, see http://www.symmetry-health.com/ETGTut_Descl.htm. 
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B. Development, Approval, and Implementation of the Care Protocols 

1. Developing and Approving Guidelines to Improve Quality 

EBM Connect's evidence-based guidelines for the treatment of 50 common, costly 

medical conditions and screening for eight preventive measures will serve as a starting 

point for TriState's guideline development efforts. Although panels of medical experts 

developed EBM Connect's guidelines, TriState's QIC is reviewing all of the EBM Connect 

guidelines for relevance to the population in the area served by TriState to ensure that the 

guidelines incorporate the best, most up-to-date practices. To ensure that the most 

qualified individuals review Symmetry's medical condition guidelines and preventive 

screenings, the QIC is convening multiple ad hoc committees of specialists in particular 

medical conditions (e.g., imaging, orthopedic and neurosurgical specialists to examine 

acute low back pain guidelines). The QIC is asking these ad hoc committees to carefully 

review each guideline and its care components to determine whether the guidelines follow 

current national standards and incoworate the best practices of TriState's members and, if 

not, what changes should be made? By subjecting these guidelines to exhaustive 

physician reviews, the QIC anticipates the TriState members will see that the guidelines 

are tested and ready for implementation in the community, thus increasing the members' 

comfort level. 

To truly affect all of its members' quality, TriState knows it will need guidelines in 

addition to those currently included in EBM Connect. The goal of the QIC is to have at 

least 80 percent of the medical conditions comprising at least 80 percent of the cost of care 

20 Tn a cardiology review already begun, the physicians discovered that a particular EBM Connect guideline 

is no longer considered a recommended best practice. A diabetes committee determined that a 

pharmaceutical drug used to treat diabetes mellitus also is used to treat infertility. Patients being treated for 

infertility with this drug were flagged as patients with diabetes. Through InforMed, the Symmetry licensee, 

TriState communicated both of these findings back to Symmetry so the software could be modified 

accordingly. 
()BERIKALER A Profe!SKlJl.ilI Caqroranoo 

Mr. Donald S. Clark 

July 9, 2007 

Page 18 

in the community, covered by at least one clinical guideline. The SIC, which will be 

monitoring the ETGs and the network medical costs, will determine where improvement in 

the treatment of specific ETGs encountered in the community would have the greatest 

impact on quality and cost. The SIC will then select specific diseases, diagnoses, and 

procedures from the identified ETGs and make recommendations to the QIC. Working 

from nationally available evidence-based guidelines, the QIC and its ad hoc committees 

will then develop TriState-specific clinical guidelines, or Care Protocols, covering those 

specific diseases, diagnoses, and procedures. 

The QIC and its ad hoc committees will also develop the quality improvement 

benchmarks against which the TriState physicians' performance will be monitored. When 

setting the benchmarks for the guidelines and protocols, the QIC will look at the TriState 

physicians' current baseline, captured from the InforMed claims data, and then set the 

benchmarks at a level above the baseline that will be challenging, yet not unobtainable. 

After an ad hoc committee reviews and, if necessary, revises a Care Protocol and its 

benchmarks, the QIC will review them and, if no additional modifications need to be made 

will present the guideline and benchmarks to the CIOC for its review and approval. The 

Board of Directors will conduct a final review and approve all Care Protocols and their 

benchmarks. After a Care Protocol receives final approval, the physicians to whom the 

guideline applies will be required to incorporate the Care Protocol into their practice and 

comply with the guideline when medically appropriate. 

2. Implementing Quality Improvement 

Once the TriState physicians sign on to the clinical integration concept, they will 

need to be educated about the program, the guidelines, the protocols, and the Chart.21 Just 

as the QIC will appoint specialty-specific ad hoc committees to review the guidelines and 

develop the Care Protocols, it will also appoint specialty-specific ad hoc committees to 

educate their peers and implement the guidelines and protocols. TriState believes strongly 

that the best way to change its members' practices will be through peer education and 

training. By teaching each other and collectively working to improve their quality scores, 

TriState's physicians will become more interdependent. 

TriState also believes that the Clinical Claims Chart will be instrumental in helping 

the physicians to adopt the guidelines and protocols into their clinical practices. By 

reviewing patients' records of treatment in the Chart, TriState physicians will be able to 

improve their compliance. Through peer teaching sessions, TriState physicians will work 

on peer engagement and improvement-first, by personal contact with colleagues when 

~I TriState requires in its participation agreement that the physicians will comply with all quality 

improvement policies, which would include the EBM Connect guidelines and TriState'S Care Protocols. 

Exhibit 9 is a copy of TriState's provider participation agreement. 
OBERIKALER A Prtlle-SlIiooiU CtirtlOfiltion 

Mr. Donald S. Clark 

July 9, 2007 

Page 19 

they are out of compliance for particular patients, and second, by monitoring network 

performance scores and encouraging each other to raise those scores. 

c. Performance Monitoring and Feedback for Successful Improvement 

To obtain the best result from its quality improvement and integration strategy, 

TriState, through the CIOC and its subcommittees, will monitor guideline compliance, 

benchmark achievement, hospital and emergency room admissions, service utilization, and 

network costs. Because TriState is most interested in improving the performance of noncompliant physicians ("moving the mean"), its focus will be on providing feedback to all 

its members and using competitiveness and education to improve outliers. When 

necessary, however, TriState will remove physicians from its network who refuse to 

improve ("culling the outliers"). 

The SIC will be the main CIOC subcommittee responsible for reviewing and 

monitoring practice efficiency, as well as moving the mean. Much of this will be done 

utilizing the ETG tooL By risk-adjusting each patient's data to account for their illness 

severity, the ETG report results are normalized, allowing direct comparisons across 

patients with similar diseases and physicians who treat those conditions. Where the ETG 

tool reveals TriState "best practices"-cost-effective methods of care with high quality 

results-the SIC will formally, positively recognize the TriState members who met or set 

the high standards. When the SIC identifies negative outliers or physicians who fail to 

meet TriState's benchmarks, it will use the ETG tool to show the lower-performing 

physicians their personal levels of utilization (both under and over) compared to the group, 

as well as particularly high-cost care, or unnecessary care, provided to individual patients. 

These physicians will be given an opportunity to discuss their quality and utilization data 

with the TriState Medical Director and the SIC members so that they can agree what the 

data indicates and discuss why, and how, practice modifications may need to be made. 

TriState's goal for the SIC is to create opportunities for peer discussions of the individual 

and network quality data, so that the physicians can exchange ideas about moving the 

mean and support each other as they all work to improve. It is expected that the SIC 

members will be aggressive instruments of change as they teach their peers about how to 

use the ETG tool information and work with their peers to improve their quality and cost 

performance. 

When pay-for-performance ("P4P") incentives and peer education are insufficient 

to change providers' practice patterns, TriState will take more aggressive steps, which may 

include culling the outliers. Physicians who fail to improve after meeting with the SIC and 

Medical Director will be given a choice of resigning from the panel or working further on 

improvement. A physician who chooses to continue in the program will collaborate with 

the Medical Director and one or more physicians from his or her medical specialty in 

designing a behavior modification plan, which will set out improvement goals and a 
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timeline within which those goals will be met. The SIC will monitor the physician's 

progress in meeting the goals and will work with the physician, as necessary, to help him 

or her to achieve the goals. If, at the end of the period allotted in the behavior modification 

plan, the physician has not met the goals, the SIC will make a recommendation to the 

CIOC as to whether the physician should be given additional time or terminated from the 

panel. lithe SIC recommends termination, the physician will be given an opportunity for a 

hearing before the CIOC. The CIOC will then make a recommendation to the Board, 

which will have the final say in a physician's tennination from the TriState network. 

The UMlQA will also perform a monitoring function, but it will do so as the 

payers' intermediaries. Thus, when it reviews the quality metrics and achievement of 

benchmarks, it will be looking at how the network performed with respect to the patients 

of specific payers. The UMlQA will identify quality deficiencies, or treatment regimens in 

need of improvement, and will make recommendations to the CIOC, such as educational 

meetings, specialty-specific meetings, out-reach to specific physicians or practices, or 

integration of medical management components into the delivery of the physicians' 

services. Once the CIOC decides upon a course of action, the UMlQA will oversee the 

new program and assure follow-through for improvement. Once TriState begins 

incorporating P4P into its contracts, the UMlQA committee will work with payers to 

determine which benchmarks will be used for the P4P initiatives, and it will work with 

TriState's physicians to ensure that they make changes in their practices necessary to 

achieve theP4P goals and obtain performance bonuses. 

D. Incorporation of Medical Management for Higher Quality Care 

Medical management is the final component of TriState's integrated product. 

Unlike medical management programs run by payers or offered by independent companies, 

TriState's medical management services will be integrated with its physician services, such 

that one set of services cannot be separated from the other. To do this, TriState is tapping 

its membership and its CIOC subcommittees to develop its medical management program. 

All medical management services will be overseen by the UMlQA, which will ensure that 

TriState's physicians are integral members of each managed patient's medical management 

team. In addition to working with TriState's case managers on specific patient cases and 

following guidelines and protocols that fit into TriState's disease management programs, 

the TriState physicians will monitor patient cost and claims data in the Clinical Claims 

Chart and engage medical management resources-disease and case management 

programs, assistance of case managers, or support of the CCC-when necessary to ensure 

patients receive cost-effective care and avoid high-cost adverse incidents. Through the 

PBM, the TriState physicians will be engaged in pharmacy benefit design, as well as 

review and development of prescribing policies. 
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The UMlQA will provide oversight and monitoring for all of TriState's medical 

management programs and functions. The Medical Director and the Manager of Care 

Coordination will report to the UMlQA committee regarding all active programs. The 

UM/QA will also develop, implement, and oversee policies and procedures related to 

TriState's utilization, case and disease management activities. To do this, it will actively 

engage the TriState physicians in developing the programs and policies, seeking feedback 

as the programs are implemented to ensure the physicians find value in participating in 

medical management efforts and make use of the available resources for their patients. 

The UMlQA will also utilize ad hoc physician committees to provide training to the 

TriState membership on medical management programs as they are rolled out, further 

reinforcing the concept of medical management integrated with physician services. Based 

on recommendations from the TriState physicians and administrators, the UMlQA will 

make policy and program change recommendations, as necessary, to improve quality and 

reduce costs for the patients and payers. 

On the recommendations of the UMlQA committee, the CIOC will draft TriState's 

quality improvement policies and procedures relating to medical management. These 

policies and written procedures will be a means of memorializing the "lessons learned," as 

TriState's physicians become more involved in the medical management process, and 

should also facilitate quality improvement over time. The croc will annually review all 

medical management policies and procedures and recommend changes when necessary. 

1. Disease Management/Case Management 

One of the main roles of the UMlQA will be to recommend, based on data from the 

ETG and ERG tools, the development of disease management programs that will integrate 

case management services with the delivery of primary and specialty care physician 

services. In addition to working with TriState physicians and administrative staff to create 

these programs, the UMlQA committee will oversee and monitor the disease management 

programs, recommending changes to improve coordination and collaboration in the 

delivery of disease management services. Unlike many commercially-available or payerrun disease management programs, TriState's disease management programs will be 

developed and overseen by the physicians, who will be actively involved in working with 

their patients, their patients' other health care providers, and the TriState case managers in 

managing and improving their patients' health, as well as engaging patients to manage 

their own health. TriState believes its members, patients, and client-payers will see 

significant benefits from these disease management initiatives because of the success it has 

already had with the more limited diabetes management program that it currently 

operates.22 

22 Two years ago, TriState launched a diabetes management program for WCHSI Plan members that involved 

aggressive case management work with diabetic patients and their PCPs. TriState identified participants by 

their ERG risk score, enrolling the highest risk patients first. Although costs for these patients went up in the 
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Supporting the medical management from the administrative side is TriState's 

Care Coordination Committee ("CeC"), which meets on aweekly basis to perfonn 

concurrent review of physician and hospital services. Although it perfonns a utilization 

review function, the purpose of the eec is to identify operational and medical 

management issues in the delivery of physician and hospital services, reduce the expenses 

for high-cost patients, and ensure that patients receive the appropriate amount of service 

from TriState member physicians and care managers. The ecc involves the patients' 

PCPs in making decisions about care and, when necessary, also sees that patients are 

referred to SCPs who can recommend additional means of improving the patients' health.23 

TriState believes that its new approach to medical management will destroy the negative 

view of medical management as interfering and disruptive that many physicians have and 

already has seen that its members see the wisdom of working more closely with TriState's 

case managers to improve the health of their patients. 

2. Pharmacy Management 

Pharmaceuticals are among the largest contributors to payers' health care costs. 

Although payers often provide fmancial incentives to patients to use generics and lesscostly alternatives, the payers' costs will not significantly change unless the physicians' 

prescribing patterns change. Payers attempt to do this through the creation of prescription 

drug fonnularies, which list the drugs the payers are willing to cover and the amount or 

portion of the drugs' cost the payers will cover. The problem with fonnularies is that they 

are often put together without physician input and differentiate coverage solely on the basis 

of cost for the individual medications. Thus, many physicians chafe at the restrictions of 

the fonnularies. 

TriState believes that only through the collaborative efforts of physicians can 

pharmaceutical costs be reduced. To spearhead its pharmaceutical strategy, TriState 

established the PBM, which includes both local pharmacists and TriState physicians. One 

of the main functions of the PBM will be to monitor drug utilization, which will help 

TriState and its contracted payers to identify high-cost prescribing practices and low-cost 

alternatives. Through this committee, TriState's members will be able to debate the value 

first year due to the provision of preventive physician services and increase in case management, costs for the 

second year have decreased almost to the base year level. Given the progressive nature of the disease, it is 

not expected that costs will decrease over time below that of the base year. However, it is expected that the 

program will slow the rate of increase. 

23 
o B E R I !5,;~~~( ~~.t~~ 

Mr. Donald S. Clark 

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Page 23 

of certain therapies, as compared to their costs and risks, and identify "best prescribing 

practices." The physicians and pharmacists of the PBM will develop medical necessity 

criteria for high-dollar drugs and create generic drug initiatives to educate physicians and 

their patients about low-cost alternatives. The PBM will also make recommendations to the 

QIC regarding best prescribing practices that it believes should be translated into Care 

Protocols for TriState physicians. For self-insured employers and other payers seeking to 

get a better handle on their pharmaceutical costs, the PBM will review the payers' 

formularies and drug tiers2 and, through the CIOC, recommend changes that will be both 

beneficial to the patients and approved by the physicians. Although payers will have the 

right to reject proposed formulary and tier changes, ideally TriState will have a single 

formulary with which its physicians comply, thus simplifying and standardizing the 

prescribing process. For self-insured employers, thePBM will also review and decide 

appeals for coverage of non-formulary drugs. TriState anticipates its physicians will be 

more responsive to determinations by this committee because they will know their peers 

reviewed their patients' appeals. 

Because pharmaceutical costs consume a large portion of health care dollars, the 

PBM and UMlQA will work together in determining how to incorporate pharmaceutical 

management more intensely into TriState's medical management program. The physicians 

will benefit from pharmacists' expertise when trying to determine the best, most costeffective course of treatment for their high-risk patients, and the patients will benefit from 

pharmacists reviewing their medications. 

IV. TriState's Contracting with Payers 

Payers who choose to purchase the integrated product will receive TriState's 

complete network of physicians, collaborative quality and cost improvement initiatives, 

and all of the medical management services integrated with the physicians' services. The 

TriState physicians will not be allowed to "opt out" of TriState's payer contracts; they will 

be contractually required to participate in any contracts TriState enters. When payers enter 

contracts with TriState, they will have the option of terminating any pre-existing direct 

contracts with TriState physicians or allowing the TriState contract to supercede the 

physician contracts. TriState will, however, be non-exclusive. If a payer doesn't want the 

complete physician network, or doesn't want to contract with TriState, then it will have the 

option of contracting directly with the physicians, and TriState's physician members will 

be free to do so. If a payer wants an employee wellness program-to address lifestyle 

changes necessary to prevent chronic disease--or medical management--<:ase, disease, 

and/or pharmacy-services, TriState's administrative staff (rather than its physicians) will 

oversee and provide those services. But, the core parts of its product-protocol 

24 Many payers influence their members' choice of drugs by having tiered co-pays. Generally, generics have 

the lowest co-pay and lifestyle drugs, such as Viagra, have the highest co-pay. 
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development and implementation, quality monitoring, and cooperative management of 

patients' medical needs--<:annot be sold separately because they will be integrated into, 

and inseparable from, the physicians' services. TriState believes that to fully achieve the 

anticipated cost and quality efficiencies of its clinical integration strategy, it must price and 

sell the full set of services as a single product. When selling its integrated product to 

payers, TriState will offer payers two different payment systems, P4P and fee-for-service. 

A. Paying for Superior Outcomes and Quality Processes 

While P4P is a relatively new payment methodology, the concept is rapidly gaining 

traction and many of the major payers-including Medicare and the managed Medicaid 

plans-are developing their own particular strategies for paying for documented quality.25 

While recognizing and paying for quality is generally a laudable goal, the issue at the 

individual physician level is that each payer's P4P strategy will be different and each will 

have attendant incremental costs for compliance.26 In many cases, the costs to an 

individual physician to comply with a payer's program is greater than the available 

perfonnance payment or recognition for the physician, making it unlikely many solo- or 

small-practice physicians will participate. 

To bring about change through P4P. TriState plans to develop a single P4P 

program in which all commercial payers in the community will participate. TriState's 

model for its P4P pror,am is the California P4P run by the Integrated Healthcare 

Association ("IHA"). 7 The IHA's P4P program measures the perfonnance of physician 

groups in treating their HMO patients on a common set of measures used statewide by 

seven participating payers who make incentive payments to the physician groups based on 

their perfonnance on the standardized measures. Like the IHA collaborators, TriState 

2S See, e.g., http://www.cms.hhs.gov/PhysicianFocusedQuallnits/ (providing information on Medicare's P4P 

initiative); http://www.bridgestoexcellence.orgimarketsistatesimaryland.mspx (describing programs operated 

by CareFirst and Aetna in Maryland); http://www.uhc.com!healthcaretrendslhealthcarequality.htrn 

(introducing United's concept of "premium" physicians who meet certain quality requirements). 

26For example, one payer's P4P initiative may pay physicians higher if they receive "recognition status" 

through one of National Committee for Quality Assurance's ("NCQA") prograrns-diabetes, heart/stroke, 

back pain, and physician practice technology. To achieve the status and qualifY for the payments, a 

physician must pay an application fee and incur a "data mining" cost for reviewing his or her medical records 

to determine compliance with the NCQA standard. A second payer's P4P program, though, may be based 

entirely on compliance with a set of guidelines that deal with performance of cancer screening tests. The 

physician then incurs incremental costs for complying with this requirement. 

27 See www.iha.org for details on the program. The IHA's program is a collaborative effort of payers, 

physician organizations, hospitals, phannaceutical representatives, technology professionals, consumers and 

academic representatives. lHA's P4P program facilitates the financial reward of physicians, through their 

integrative groups, for improved performance in clinical care, HIT adoption, and patient satisfaction by 

providing a clear set ofperfonnance expectations. 
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physicians will work with the other stakeholders in the community-patient 

representatives, self-insured employers, and commercial payers-to develop a consensusbased P4P model that includes guidelines (Care Protocols), performance measures, and 

outcomes-based metrics. By having a program with unifonn requirements and 

benchmarks, the TriState physicians will be able to focus all of their efforts and resources 

on working cooperatively to achieve quality improvements that will benefit all of the 

collaborating parties in the Washington County P4P. Unlike the IHA's program, TriState 

does not intend for its P4P to provide merely a bonus payment to its participating 

providers. Rather, TriState envisions a payment methodology under which all payments to 

its providers will take into account the quality of services its members provide. 

TriState understands that its program must be sufficiently compelling to incentivize 

commercial payers like CareFirst and United to step outside of their own model and agree 

to work with a physician group that is focused on superior outcomes, achieving superior 

costs, and is data-driven. As a result, TriState believes that it will need to collect a year or 

more of performance data from its physicians, showing the success of its clinical 

integration strategy for self-insured employers and smaller payers. Thus, it will need to 

contract on a fee-for-service basis for some period before it is able to implement its P4P 

program. 

B. Fee-for-Service Contracting 

As part of its clinical integration strategy, TriState plans to negotiate both price and 

non-price terms with payers for the sale of its integrated package of services. TriState 

anticipates that its fee proposals will be based on a percentage of the Medicare Resource 

Based Relative Value Scale, which will cover its members' integrated physician services 

and the other components of the integrated product. 

To develop competitive fee proposals, TriState's PHO External Relations 

Representative will survey the practices to detennine what the physicians' price 

expectations may be and then will aggregate the data into a fee proposal. Only TriState's 

non-physician administrative staff will see the practice surveys, and, once the aggregation 

is complete, the survey responses will be destroyed. 

Although TriState will show payers this aggregated fee proposal, it anticipates that 

some payers will make other proposals or counter proposals. TriState's FinanceContracting-Administration committee ("FCA") will be responsible for reviewing the 

payers' offers and advising TriState's administrative staff. TriState's Board of Directors 

will review contract approval recommendations from the FCA. TriState's antitrust 

attorney will counsel the members of the FCA and Board of Directors regarding the need 

to keep all competitive terms confidential and not to allow negotiations of the joint venture 
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product to influence the tenns and conditions upon which the physicians will agree to 

contract individually. 

C. TriState's Need to Contract on its Members' Collective Behalf 

TriState will negotiate the price and other tenus for the sale of its integrated 

product. Although TriState acknowledges that contracting on its members' behalf will 

eliminate competition among its physicians as to the integrated product and, therefore, 

constitute "inherently suspect" conduct under Polygram. TriState's integration will 

generate significant cost and ?uality efficiencies, and its joint contracting is ancillary to 

achieving those efficiencies.2 

Under the Polygram framework, TriState's joint negotiations are not summarily 

condemned if TriState can explain why the joint contracting is either not expected to have 

an adverse effect on competition, or is likely to provide benefits to consumers.

29 TriState 

must proffer justifications that are both cognizable-i.e., they explain how the collective 

negotiation enables TriState and its physicians to "improve product quality, service, or 

innovation"-and plausible--:-i.e., there is a "specific link" or "logical nexus" between the 

joint contracting and the articulated pro-competitive effects.)O Specifically, TriState needs 

to show that its program "involves potentially efficiency-enhancing integration" among its 

members and that the collective negotiation is "reasonably necessary-i.e., 'ancillary'-to 

the achievement of the proposed program's integrative efficiencies.") 1 If, as TriState 

purports, its joint contracting is ancillary, the rule of reason applies to its joint negotiations, 

28 See Polygram Holding, Inc., No. 9298, slip op. at 29-35 (FTC luI. 21, 2003), reprinted in 5 Trade Reg. 

Rep. (CCH) 1 15,453, aff d 416 F.3d 29 (D.C. Cir. 2005) ("Polygram"). The Commission has detennined 

that physiCian collective negotiation through a provider-controlled contracting organization is "inherently 

suspect under Polygram. N. Tex. Specialty Physicians, No. 9312, slip op. at 26 (ITC Nov. 29,2005), 

reprinted in 2005-2 Trade Cas. (CCH) 1 75,032, appeal argued, No. 06-60023 (5th Cir. Mar. 5,2007) 

("NTSP"). 

29 At this point in the analysis, TriState "need only articulate a legitimate justification, and is not obliged to 

prove the competitive benetits." NTSP at ]2. 

30 As the Commission explained in NTSP, the "concept of ancillary restraints, which allows an agreement 

that would otherwise be viewed as a naked restraint of trade to be evaluated in light of the procompetitive 

effects of an efficiency-enhancing integration of economic activity to which it is reasonably related, is 

subsumed in the Commission's Polygram analysis." Id. at 13 n. 20. 

31 Letter from David R. Pender, Acting Assistant Director, Bureau of Competition, to Clifton E. Johnson, 

Esq., Hall, Render, Killian, Heath & Lyman (March 28, 2006), available at 

http://www.ftc.gov/osl2006/03/SuburbanHealthOrganizationStaffAdvisoryOpinion03282006.pdf ("SHO"). 

See also, NTSP at 33 (" ... if an JPA can establish that its joint negotiation of price is reasonably related to an 

efficiency-enhancing integration of the participants' economic activity and is reasonably related to achieve 

the procompetitive benefits of that integration, the price-related activities may be lawful."). 
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and the primary question becomes whether, through TriState, its physicians would be able 

to exercise market power. 

1. Efficiency-enhandng Integration 

TriState's integration strategy should create a degree of interdependence and 

facilitate collaboration among its members in their provision of care to their patients in 

ways that should generate significant cost and quality efficiencies. As explained above, 

TriState members are working together to develop and implement "an active and ongoing 

program to evaluate and modify practice patterns by the network's physician 

participants."n The QIC is reviewing EBM COIlllect guidelines and developing Care 

Protocols, which the TriState physicians will incorporate into their practices. The 

physicians, individually and through TriState's committees, will track their quality and 

cost performance using the Clinical Claims Chart. The SIC will evaluate the physicians' 

progress, work to improve individual's and the network's quality, and recommend, if 

necessary, expUlsion of persistently underachieving members. To further control costs and 

assure quality of care, the UMlQA committee will "establishD mechanisms to monitor and 

control utilization of health care services" and develop policies and programs to integrate 

medical management services into the physicians' practices.33 Thus, the quality of services 

the TriState physicians provide should improve, and health-care services and resources will 

be delivered and utilized more efficiently. Patients should also benefit from the time saved 

by the TriState physicians' use of the Clinical Claims Chart and electronic exchange of 

referral information. 

The program's success wiH require a portion of the members' capital contributions 

to finance the infrastructure and HIT. The program's success will also require the 

physician participants to invest significant amounts oftime and effort serving on TriState's 

formal and ad hoc committees, implementing guidelines and protocols in their practices, 

integrating medical management into their practices, collaborating in the care of their 

patients, and working together to achieve their quality and cost benchmarks. 

2. An Ancillary Agreement 

TriState's contracting on behalf of its physician members will substantially 

enhance the success of its integrated product. TriState's contracting will be "part of a 

larger endeavor whose success they promote.,,34 The following interrelated reasons 

provide "logical nexus[es]" between TriState's joint contracting and its achievement of 

32 Statements, Statement 8.B.l. 

33 Id. 

34 Polk Bros .. Inc. v. Forest City Enter .. (nc., 776 F.2d 185, 189 (7111 eir. 1985). 
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cost and quality efficiencies.35 For TriState to integrate its members' services with the 

quality improvement measures and medical management, it is important for all TriState 

physicians to participate, and be included, in the contracted network. Unless it sells its 

members' services as part of a single package, TriState cannot discern how it will be able 

to ensure that all of its physicians are included in each contracted payer's network. In this 

respect, the collective contracting "serves to make the main transaction [the integration of 

medical services] more effective in accomplishing its purpose" of improving the quality of 

medical care and reducing health care costS.36 

The success of TriState's program depends significantly on its physicians participating in 

all its contracts. The only way to ensure that all TriState physicians participate in all 

TriState payer contracts is for TriState to negotiate payer contracts for its complete 

network and prohibit its members from "opting out" of its contracts. No other contracting 

methodology will ensure full participation. 

First, having the same network for all integrated product contracts is important to 

integrating the quality improvement initiatives and medical management services into the 

physicians' practices. Maximizing the physicians' collective participation in payer 

contracts for the integrated product will, by extension, maximize the number of patients in 

each physician's practice covered by the integrated product. Each integrated-product 

patient is an opportunity for the physicians to collaboratively treat a patient, integrate 

guidelines and protocols into their practices, use the Clinical Claims Chart, and incorporate 

medical management into their practices. The more the TriState physicians engage in 

integrative activities, the more interdependent they become, increasing the likelihood they 

will achieve the anticipated cost and quality efficiencies. 

Second, and related to the first, by having a single integrated network provide 

services under its integrated product contracts, TriState will be able to reinforce its innetwork referral policy, ensuring that patients stay within the TriState network to the 

greatest extent possible. In-network referrals are important to TriState's integration 

strategy because each time a TriState patient goes out of network, TriState loses an 

opportunity to gather infonnation for the Clinical Claims Chart, to ensure physicians have 

an accurate record of care, to improve the health of that patient, and to control the costs of 

the patient's care. If TriState's network changed from contract to contract, it would be 

difficult to ensure that referrals stay within the appropriate network because the TriState 

providers could not be certain that all TriState providers were part of a payer's network. 

Having a single, integrated network for every payer with which TriState contracts ensures 

that the TriState physicians will be able to keep referrals in the network for all services 

TriState physicians provide. In addition, TriState intends to seek contractual reinforcement 

35 NTSP at 29. 

36 Rothery Storage & Van Co. v. Atlas Van Lines, Inc., 792 F.2d 210,224 (D.C. Cir. 1986). 
OBERIKALER A""'''',,,,,,,,., Corpora_ 

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from payers of its in-network referral policy. TriState's current self-insured-employer 

contracts through InforMed provide coverage through a tiered network-TriState is the 

first tier, contracted out-of-county and tertiary-care providers are the second tier, and a 

national rental PPO network is the third tier. Patients have a financial incentive, through 

lower co-payments and coinsurance, to stay within the TriState network, the first tier. 

InforMed data suggests that this tiered system has successfully limited out-of-TriState 

referrals, and TriState intends to negotiate for the inclusion of a similar tiered system in its 

payer contracts for its clinical integration product. 

Third, joint contracting provides an important incentive for the TriState physicians 

to develop and implement the clinical integration program. "A restraint is ancillary when 

it may contribute to the success of a cooperative venture that promises greater productivity 

and outpUt.,,31 Absent assurance of participation in TriState's contracts, and thus a share 

of the revenue generated by those contracts, the physicians would have less incentive to 

devote substantial time to reviewing guidelines, developing protocols, teaching their peers 

about the guidelines and protocols, monitoring their peers' quality, developing medical 

management policies, reviewing prescription drug literature, or developing and 

maintaining a drug formulary. Without the physicians' investment of time in developing 

and implementing the clinical integration strategy, there will be no integrated product for 

TriState to sell. Thus, collective negotiations are integral to the clinical-integration 

strategy's success. 

Fourth, TriState's offering a single network for its integrated product, and requiring 

all members to participate in all network contracts, ensures that its network is readily 

identifiable by payers and their subscribers. When payers contract with a physician 

organization, it is often important to them that the organization provides an accurate list of 

its providers and guarantees those providers' participation. Only by contracting on behalf 

of all members, and requiring its members' participation in those contracts, can TriState 

ensure that payers will get the full network and thus that they need not negotiate contracts 

with numerous individual physicians as wel1.38 Likewise, when patients sign up for 

benefits, they want to be able to quickly determine whether their physicians are in the 

payer's network. If it's clear that all TriState physicians must participate in a payer's 

TriState network, patients will not need to rely on the accuracy of provider directories. 

J7 Polk Bros., 776 F.2d at 189. 

38 Payers will also get the benefit of the transaction cost efficiencies from single-signature contracting. 

Although these efficiencies may be insufficient by themselves to justify TriState's collective contracting, 

their value to payers should be considered in light of the other proffered justifications. See generally. 

Broadcast Music, tne. v. Columbia Broad. Sys., 441 U.s. 1 (1979). 
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Finally, having a single network will reduce TriState's administrative burdens and 

increase operational efficiencies. TriState won't have to deal with problems of monitoring 

and enforcing guidelines and protocols for different physicians for different contracts. It 

also will not need to create different lists of physicians for its online referral system. 

D. No Adverse Effects on Competition 

TriState's contracting on the collective behalf of its physicians is unlikely to have 

adverse consequences on competition in the markets for physician services.39 First, 

TriState will take steps to prevent any anti competitive spillover. Second, TriState will not 

have market power. 

1. No anticompetitive Spillover 

In the context of provider-controlled contracting networks, anticompetitive 

spillover effects can occur when pricing infonnation, legitimately obtained and used by the 

network, is disseminated to, or otherwise obtained by, network physicians. The concern is 

that the physicians may use that infonnation in establishing the prices for their services 

sold outside the network. To prevent this, TriState will take preventive steps. First, 

TriState will limit its members' access to competitively sensitive infonnation. Second, it 

will provide antitrust counseling to members of the committees responsible for dealing 

with competitively sensitive infonnation and antitrust guidelines to its members. Finally, 

it will require all board and committee members to sign confidentiality agreements and 

will use those agreements to enforce its confidentiality policy, which prohibits the 

disclosure of competitively sensitive infonnation. 

When TriState is developing its fee proposals, TriState's PHO External Relations 

Representative-a non-physician staff person-will conduct the surveys of member 

practices. Only non-physician staff, who will aggregate the information and destroy 

records from individual practices, will view physicians' prices. 

Once a contract is in place and the physicians begin rendering services, the 

members of the UMlQA and SIC will have access only to cost, not pricing, infonnation as 

they perform utilization, quality, and cost-effectiveness reviews. TriState will make every 

effort to limit the competitively sensitive information reviewed by its committees. 

In addition, TriState's committee and board members will receive antitrust 

counseling to keep competitively sensitive infonnation confidential, not to use TriState's 

39 The Commission stated in NTSP. "A defendant can avoid summary condemnation, however, if it can 

advance a legitimate justification ... • [s Juch justifications may consist of plausible reasons why practices 

that are competitively suspect as a general matter may not be expected to have adverse consequences in the 

context of the particular market in question'." NTSP at 12 (emphasis added) (citation omitted). 
(,JBERIKALER A Profe~K!flat CotporatlOn 

Mr. Donald S. Clark 

July 9, 2007 

Page 31 

information for any business they conduct outside TriState, and not to discuss or exchange 

their own prices or competitive terms. All committee and board members will be required 

to sign confidentiality agreements, prohibiting them from disclosing competitively 

sensitive information to anyone outside their committee or board, If TriState learns of any 

such disclosure, it will enforce the confidentiality agreement and remove the individua1(s) 

from the committee or board. 

2. No Market Power 

If TriState does not have "sufficient market power to restrain competition 

substantially ... the inquiry is at an end; the practice is lawful.,,4o TriState's participation 

percentage of physicians in Washington County will be high in some specialties, but 

TriState will be truly non-exclusive. Accordingly, TriState will not have market power. 

a. Participating Physicians41 

Short of litigation, defining the market and calculating market shares would be 

impossible. Although most of TriState's member physicians have offices in Hagerstown, 

the center of TriState's primary service area, they draw patients from a broad geographic 

area. TriState's secondary service area includes parts of Frederick County, Maryland, 

southern portions of Franklin and Fulton Counties in Pennsylvania, and Morgan, Berkeley 

and Jefferson Counties in West Virginia. Within the secondary service area, there are 

roughly 1,200 physicians, of which 16 percent are TriState's members.42 

The vast majority of TriState members have admitting privileges at WCH.43 As a 

group, TriState members comprise 64 percent ofWCH's medical staff. In most 

specialties, they constitute half or more ofthe physicians with admitting privileges 

(anesthesiology, cardiology, family medicine, internal medicine, nuclear medicine, 

obstetrics/gynecology, oral & maxillofacial surgery, orthopedics, pediatrics, physical 

medicine, plastic surgery, podiatry, radiation oncology, and radiology). TriState's 

40 General Leaseways, Inc. v. Nat') Truck Leasing Ass'n, 744 F.2d 588, 596 (7'" Cir. 1984). 

41 Because TriState does not know which, if any, of its contracted providers will participate in the clinical 

integration strategy, the TriState contracted providers are not included in Ihe participation percentages. 

TriState does not believe this omission will greatly distort the numbers, as it is likely that a portion of its 

Class I Members will decide not to participate, as well. 

42 See Exhibit )0 (listing the providers by specialty). The source for the infonnation was the American 

Medical Association broker listing. 

43 See Exhibit 2 (listing all TriState members, contracted providers and all physicians with admitting 

privileges at WCHA). Some TriState members do not have admitting privileges at WCH; they rely upon 

hospitalists to admit and care for patients who need inpatient care at WeH. 
OBERIKALER A f'rQ'fessionat CorptH<UlOO 

Mr. Donald S. Clark 

July 9, 2007 

Page 32 

members comprise 100 percent of the physicians with privileges in 10 specialties (allergy, 

endocrinology, gastroenterology, infectious disease, neurosurgery, hematology/oncology, 

otolaryngology, pain management, and pathology). These percentages are somewhat 

deceptive, though, as there are small total numbers of physicians in many of these 

specialties. Although TriState does not expect all of its members to participate in the 

clinical integration strategy, it hopes that most will so that it can maintain adequate 

geographic and specialty coverage. TriState's clinical integration strategy will be most 

effective when it is able to provide all medical care with in-network providers. 

Market shares, or participation percentages as proxies, are only one factor bearing 

on market power, as the Competitor Collaboration Guidelines recognize.44 Even more 

important is ''the extent to which the relevant agreement is non-exclusive in that 

participants are likely to continue to compete independently outside the collaboration in 

the market in which the collaboration operates. ,,4S If a network is truly non-exclusive, the 

physicians cannot obtain, or exercise, market power by contracting jointly through the 

network because all the alternatives that were available to Fayers remain available. All the 

network does is provide an additional competitive option. 4 

b. Non-exclusivity 

TriState will be both de jure and de facto non-exclusive. If a payer does not want 

to contract with TriState, or cannot reach an agreement regarding contract terms, it will be 

free to contract directly with TriState's physicians. Because it is currently non-exclusive 

and its members contract directly with most payers, TriState has little concern ahout 

continuing to operate on a non-exclusive basis. It will, however, emphasize to its members 

that they may contract directly with any payer with which TriState does not have a 

contract. In addition, when payers notify TriState that they would prefer to contract with 

the physicians directly, TriState will send out notices to its providers to ensure they are 

aware of contracting opportunities and know that they are free to enter contracts with those 

payers. Thus, TriState's physicians will be available to, and in fact will, provide services 

to payers outside of TriState's programs. 

TriState's administrative staff, who will be responsible for dealing with payer 

representatives, will receive antitrust counseling to ensure that they understand nonexclusivity, including the fact that payers must be free to decide whether to contract with 

44 ABA Section of Antitrust Law, Joint Ventures: Antitrust Analysis of Collaborations Among Competitors 

§ 3.34 (2006). 

46 Cf. Wis. Music Network v. Muzak Ltd. PartnershiI!, 5 F.3d 218,222 (the "program enhances competition 

by increasing the available choices for ... customers"). 
OBER/KALER A ProfessIOnal CorporcllHJn 

Mr. Donald S. Clark 

July 9, 2007 

Page 33 

TriState. Although TriState will make every effort to market its integrated product on its 

merits, payers wishing to contract with TriState's physicians outside of the TriState's 

program will be able to do so. TriState will take no action to prevent the payer from 

contracting with its members directly. 

v. Conclusion 

TriState's goal, in implementing its clinical integration strategy, is to help provide a 

solution to the rising cost of health care for Washington County employers. Through the 

cooperation and collaboration of its physicians, TriState'S integrated product should 

improve the quality and cost-effectiveness of the health care services its physicians deliver 

and should, therefore, provide important benefits to patients, employers, and payers. A 

secondary goal of the clinical integration strategy is to support the independently 

practicing physicians by giving them the tools to provide better care to their patients and 

helping them to produce a premium product for which purchasers are willing to pay a 

higher price. The program should benefit all three stakeholders-patients, payers, and 

physicians. 

Pursuant to Federal Trade Commission Procedure Rule lA, 16 C.F.R. § 1.4 (2006), 

GRIP A requests that portions of this letter, as well as certain documents attached as 

exhibits hereto, be treated as confidential under Federal Trade Commission Procedure Rule 

4.10, 16 C.F.R. § 4.1O(a)(2) (2006), and § 6(t) of the Federal Trade Commission Act, 15 

U.S.C. § 46(t) (2006). All information to be withheld is competitively sensitive 

infonnation, including pricing, costs and information subject to confidentiality agreements, 

patents, or copyright protection. 

Sincerely yours, 

Ct~ V g~",-"" Christi 1. Braun 

144311vS 
Exhibit 1 
BYLAWS OF 

TRI-STATE HEALTH PARTNERS, INC. 

Page 1 of 20 Pages 
Exhibit 2 
Exhibit 2 

TriState Physicians and Physicians with WCHA Privileges 

~s~ .. \:: ~i5:r~ FI~t ":' ~i~d!.!l·rt:\, •.. T~e: ... . ': (J~~ysICla!ls'~fCl~~t:e Group:" s.peclalty~t:lipuoJ) 

~i~c;;: WCHA WCHSJ. TriState.: ~r .• . < '.' .::' ; .• ;.>:.: ... \ ........ " \,:." H9SP£; .employ~ TriState Contr"~ H9Sp •. Priv • ,'., 

" ,.':' q .('. i.' ,:.., ' ...... : Prlv' >" >: ~ Member . "'.'~' : 

Mauriello Paul MD Mauriello & Orfan PA Allergy/Immunology Haoerstown x x , 

Orfan Nicholas MD Mauriello & Ortan. PA Allergyllmmunology Haaerstown x x Ajrawat Satinder Mo Blue Ridge Anesthesia Associates. Anesthesiology Hagerstown x x 

LLC 

Bradford Norman F, Mo Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Carpentieri Richard F. MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Cifor Sandra DO Blue Ridge Anesthesia Associates, AnestheSiology Hagerstown x x LLC 

Cios Jerzy H. MD Blue Ridge Anesthesia Associates, AnestheSiology Hagerstown x x LLC 

Cutler Carlo DO Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x LLC 

D'Alauro Frederic S, Mo Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Horn Michael MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Kataria Bideshwar MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x 

LLC 

Magnus Adam C MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x 

LLC 

Monteblanco Sofia DO Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x LLC 

Shank Luigina MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Trevan Lisa C. MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x I'Bachenheimer) LLC 

Wertheimer Barry MD Blue Ridge Anesthesia Associates, Anesthesiology Hagerstown x x LLC 

Soodan Ajay MD Baltimore Heart Associates, PA Cardiac Randallstown x Electrophysiology 

Hornbaker John H, MD Cardiac DiagnostiC Center CardiolofrL Hagerstown x x Amegashie Ernest Kojo Mo Cardio-Vascular Center of Cardiology Hagerstown x x Hagerstown 

Faridi Zubair H MD Hagerstown Heart Cardiology Haqerstown x x 
Exhibit 2 2 

TriState Physicians and Physicians with WCHA Privileges 

Last} ') First Mld~le'5, ' Tltl~;:< ';: <: Pl:lYsIc1a'lIt,Practlce Group' " S~clalty Description " 

i~t!¥;i;,."t~':~i:';r;,~!;;~<' .. , 

WCHA WPHSI,,' !Trl~t~ 'TriState ,Other 

" 

, , h;," ' " '. ,,:' "":" ','", ,," ~ " ,HoSp> (:e~~~~~~; ~;Meinbel" cOlltracted ~osp.prlv, 

,::' .:: : ,,;~ ,,' " ~ \ Prlv. " I' . 

Hamilton Scott Martin MD Ha!lerstown Heart Cardiolo!lY Ha!lerstown x x Hood W. Stephen MD Hagerstown Heart CardiolollY H<m..erstown x x Jones Jeffrey D MD Hagerstown Heart Cardiology Hagerstown x x Notabartolo Dean MD Ha!lerstown Heart Cardiology Hagerstown x x Papuchis Gary C. MD Hagerstown Heart Cardiology Hagerstown x x Reilly Joseph M. MD Hagerstown Heart Cardiology Hagerstown x x Carlos Michael E MD Robinwood Heart Center Cardiology Hagerstown x Haque Reyaz UI MD Robinwood Heart Center Cardiology. Hagerstown x Padder Feroz Ahmad MD Robinwood Heart Center Cardiology Hagerstown x x : 

ZiNi Khalid Mahmood MD Robinwood Heart Center Cardiology Hagerstown x x DonofriO Mary Teresa MD Children's National Medical Center Cardiolo!lv, PediatriC Washington DC x Doroshow Robin Winkler MD Children's National Medical Center Cardiology, Pediatric Washington, DC x Nahar Jai K MD Children's National Medical Center Cardiology, Pediatric Washington DC x Spurney Christopher Fore MD Children's National Medical Center Cardiologv, Pediatric Washington DC x Rumbarger Tara A MD Drs. Rumbarger & Schiro, PA Dermatol<lQt Hagerstown x x 

Schiro James MD Drs. Rumbarger & Schiro, PA Dermatology H~erstown x x Waldman Paul MD Drs. Waldman & Money, PA Dermatology Hagerstown x x 

Barrueto Fermin MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Bernius Morgen Jolielte MD Washington County Emergency Emergency Medicine Hagerstown x 

PhYSicians, LLC 

Corwell Brian Aiall MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Darling Robert G. MD Washington County Emergency Emergency Medicine Hagerstown x x 

PhysiCians, LLC 

Gaibi Tanveer MD Washington County Emergency Emergency Medicine Hagerstown x 

Phy_sicians, LLC 

Gilbert Thomas J. DO Washington County Emergency Emergency Medicine Hagerstown x x 

Physicians, LLC 

Helinski Christine LaRue M.D. Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Kadiwar Jayantilal MD Washington County Emergency Emergency Medicine Hagerstown x x 

Physicians, LLC 

Kotch Stephen J. MD Washington County Emergency Emergency Medicine Hagerstown x 

. Physicians, LLC ._- - ---
Exhibit 2 3 

TriState Physicians and Physicians with WCHA Privileges 

La~t'~;> 1!!l'!it: •.•••.•.. MI~~1!t ..• <. I]:;·><t~ 'P~yslc,ansPractlceGrOup Sp~laltyl)es~r1p~on.,.·;.· pn~~~:. W~HA: WCHS.· TrlSta~ . .Other 

:.;":'::;;; ,":*,"" ,." :,/,,~.:' .. ~>:'.: ::< ", . ";::~;~:f; ·~o,rt· · elil~;~ .• 

TriState Cp~~~~~ Hosp. Prlv; ;:: . '. ","" :,,<", ."",.' 'Mem~r' : r::"/" .. , ,':/,",.,' 

Liferidge Aisha Towana MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Malik Mohammad R MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Mayo Douglas David MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

O'Mara Sean Joseph MD Washington County Emergency Emergency Medicine Hagerstown x 

Ph~sicians, LLC 

Prisk David DO Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Schruefer John Michael MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Stone Roger M, MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Twanmoh Joseph R MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Van Wie Donald Francis DO Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Wegner Scott A MD Washington County Emergency Emergency Medicine Hagerstown x 

Physicians, LLC 

Ellis Vicki Elaine MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 

Folino Lucille DO Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 

Fowler Sandra MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 

Kugler R Lawrence MD Washington County Emergency Emergency Medicine, Ex Hagerstown x x 

Physicians, LLC 

Pickard Sybil Dawn MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 

Scherer Patricia DuPuis MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Ph~sicians, LLC 

Thompson Edward Monroe MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 

Vandenbosche Robert C, MD Washington County Emergency Emergency Medicine, Ex Hagerstown x 

Physicians, LLC 
Exhibit 2 4 

TriState Physicians and Physicians with WCHA Privileges 

Last" , ~' Fl,rst <:>', Middle'·,,;;,· :n~~';>' ' :;;',~~Yslcla!l~,F''''~t!~;.Gl~UH: ' S~I~I~;~l!Crl~t1orf ' CitY, ~;; WCHA: ,WCHSI TriState " Other 

..;> " ' ';,>;,j.~;>,: ' ',"< '~i>\;>" , > "". >,' '" " '; ::,>" ,·Hosp; ~9r!lployee . Tristaf,; COlltr~cted Hosp.Priv. > ,," : Pri':; ~ ': ~ .,' ,Member 

Womeldorf Susan MD Washington County Emergency Emergency Medicine, Elq Hagerstown x Physicians, LLC 

EI-Khodarv Ashraf MD Robinwood EndocrinolOQv Endocrinologv Haoerstown x x x Maldonado-Brem Adriana Catalina MD Robinwood Endocrinology Endocrinology Hagerstown x x x 

Lippman Steohen MD Stephen S, Lippman. MD Endocrinology HaQerstown x x 

Krempel-Portier Bonita DO Emmittsburg Osteopathic Primary Family Practice Thurmont x x 

Care Center, Inc, 

Uzicanin Ernest MD Ernest Uzicanin, M,D. Family Practice Hagerstown x x Guedenet Robert J.S. MD Family Medicine Center Family Practice Keedvsville x x 

Blash Steven J. MD Hager Park Health Center Familv Practice Haoerstown x Shranalan Larrv J. DO Hager Park Health Center Family Practice Hagerstown x Shranatan Sheila DO Hager Park Health Center Family Practice Haaerstown x Xu Guoping MD Hager Park Health Center Family Practice Haaerstown x Bui Tu MD Hagerstown Family Medicine. PC Family Practice Hagerstown x x Saxena Preeti MD Hagerstown Family Medicine PC Family Practice Hagerstown x x 

Saxena Saniav MD Hagerstown Family MediCine, PC Family Practice Haaerstown x x 

Mahmood Shahid MD Howard N. Weeks, M.D., P.A. Familv Practice Haoerstown x Weeks Howard MD Howard N, Weeks, M.D., P.A. Family Practice Hagerstown x x Qadir Ghazala MD Malik & Qadir, PA Family Practice Boonsboro x x 

Ditto Allen W. MD Potomac Family Medicine Family Practice HaQerstown x x 

Kutzera William E. MD Potomac Familv Medicine Family Practice Haoerstown x x 

Metzner Stephen E. MD Potomac Familv Medicine Familv Practice Haaerstown x x 

Strauss Kelli A. MD Potomac Family Medicine Family Practice Haaerstown x x 

Lvnch Robert MD Robert Lynch, MD Family Practice Martinsburg x x 

Beckwith Matthew MD Robinwood Familv Practice Family Practice Haaerstown x x x 

Brown Stephanie Denise MD Robinwood Familv Practice Familv Practice Haoerstown x x x 

Joy Teresa M. DO Robinwood Family Practice Family Practice Haoerstown x x Patalinahua Neal MD Robinwood Family Practice Famiiy' Practice Hagerstown x x x Rovster William E. MD Robinwood Family Practice Family Practice Haaerstown x x x Bodenheimer William F. MD South Mountain Family Practice Family Practice Boonsboro x x Hahn Matthew MD TriState Community Health Center Familv Practice Hancock x 

Datta Vasant MD Vasant Datta, MD Familv Practice Funkstown x x 

Haeckler Barbara MD Walnut Street Community Health Family Practice Hagerstown x 

Center 

Koilpillai Gnanaraj MD Walnut Street Community Health, Family Practice Hagerstown x 

Center 
Lalit. , . }>'If'~t .. ' IMi~j2)\: 

Rioole Martha 

Gallow Gary 

Rettig Stephen 

Stewart, III Joseph 

Buchanan Sarah 

Ciccarelli K. Jill 

Gibson Matthew Howard 

Rao Samuel Javakara 

Bolarum Praveen K. 

Cremins James 

Ferreira Nelson L 

Lewis Christine P. 

Tayler Juan A. 

Enam Pear M 

Trace Robert J 

Graves William 

Milroth William 

Uchino Itsuro John 

Chanev Charles R. 

Sachs Stephen M. 

Collins Frank J 

Hobart Dona C. 

Nauven Anhtai H. 

Su William T. 

Weinberg Daniel J. 

Riggle Karl P. 

Omeish Esam S. 

Kross Marc E. 

Espinoza IAlida 

Exhibit 2 5 

TriState Physicians and Physicians with WCHA Privileges 

'+:::.' ..... , ".i'··.I:PSI~~Z;~j:ri!!I;~f·····.I~!<;·~·:,~;t~) :;"'~;;:;:·'~i'~;~.I&~~~~~~.·.lil:~~;I~:;~;~.I.H.;;;IV. MD I Walnut Street Family Practice 

MD IWaynesboro Family Medical 

Associates 

MD IWaynesboro Family Medical 

Associates 

MD IWaynesboro Family Medical 

Associates 

MD IWilliamsport Family Practice 

MD IWiliiamsport Family Practice 

MD IWiliiamsport Family Practice 

MD IWilliams~rt Family Practice 

MD 

MD I Digestive Disorders Consultants 

MD I Digestive Disorders Consultants 

MD I Digestive Disorders Consultants 

MD IDlgestive Disorders Consultants 

MD IGastroenterology Associates 

MD I Robert J. Trace, MD 

MD IGraves Medical Practice 

MD IWilliam Milroth. MD 

MD ICenter for Vein Medicine 

MD ICharies R. Chaney, M.D. 

MD I Hagerstown Surgical Clinic 

MD IPotomac Surgical Specialists, LLC 

MD IPotomac Surgical Specialists. LLC 

MD IPotomac Surgical Specialists, LLC 

MD IPotomac Surgical Specialists. LLC 

MD IPotomac SurgiCc!ISpeci~lists, LLC 

MD ITriState Surgeons, LLC 

MD IEsam S. Omeish, M.D. 

MD IMarc E. Kross, MD 

MD IAntietam Oncology and Hematology 

GroIJP, PC 

Famlli' Practice 

Family Practice 

Family Practice 

Family Practice 

Family Practice 

Family Practice 

Family Practice 

F amilyPractice 

Family Practice 

Gastroenterology 

Gastroenterology 

GastroenteroJ~ 

Gastroenterology 

Gastroenterology 

Gastroenterology 

General Practice 

General Practice 

General SurgerY_ 

General Surgery 

GeneralSu~ 

General Su~ry_ 

General Surgery 

General Surgery 

General Surg~ 

GeneralSu~ 

General S~ry_ 

General Surgery, 

Trauma 

General Surgery, 

Trauma 

Hematology/Oncology 

Hagerstown x 

Waynesboro x x 

Waynesboro x x 

Waynesboro x x 

Williamsport x x 

Williamsport x x x 

Williamsport x x x 

Williamsport x x x 

Hagerstown x Hagerstown x x x 

Hagerstown x x x 

Hagerstown x x x 

Haaerstown x x x 

Haaerstown x x 

Haaerstown x x 

Berkeley Springs x x 

McConnellsburg x x 

Hagerstown x 

Haaerstown x x 

Hagerstown x x 

Hagerstown x x 

Haaerstown x x 

Haaerstown x x 

Hagerstown x x 

Hagerstown x x 

Haoerstown x x 

Hagerstown x 

Hagerstown x x x 

Hagerstown x x 
Exhibit 2 6 

TriState Physicians and Physicians with WCHA Privileges 

~st .?:-;- ...• Fi~~'</, ..... Middle " .. 

Ir-~~~.;>· "'y'ffl"YtilclansP~ctlc;e ~ro~p SPElc!alty;f)es~~Ptlt;'"> I~~~[~l~~'~;:(.: ...... WCftA .wC;H$1 . .... : ... Trl~te Other I ,~,):>,:;~;".,,,, ", ",,'.- " ;>.< ' <';';"',' '" .' ~:.~> eniploy~ TrlfJ~te. CQntTac;ted 7:', » ..::>' ' .. I, ...••... <', ... '.: :Mem~r 

H,o.sp_ PriV. 

Hamdan Hind MD Antietam Oncology and Hematology Hematology/Oncology Hagerstown x x Group, PC 

Kass Frederic H MD Drs Newman, Wooster, Kass, Hematology/Oncology Hagerstown x x Bradford & McCormack PA 

McCormack Michael J. MD Drs Newman, Wooster, Kass, Hematology/Oncology Hagerstown x x Bradford & McCormack PA 

Aayako-Wiredu David A. MD Osler Inoatient Services Ho~talist Haqerstown x x Baran Mark S. MD Osler Inpatient Services Hospitalist Haqerstown x x Daniels Francisco A. MD Osler Inpatient Services Hospitalist Haaerstown x x Hubblv Madhavi MD Osler Inpatient Services Hospitalist Haaerstown x x Kalka Jaroslaw R MD Osler Inoatient Services Hospitalist Hagerstown x x Kurapaty Mercy S MD Osler Inpatient Services Hospitalist Haqerstown x Mbaoua Judith MD Osler Inpatient Services Hospitalist Haaerstown x x Syed Gaffar A MD Osler Inpatient Services Hosoitalist Haaerstown x x Delaoortas Dino J. MD Dr. Dino J. Delaoortas, PA Infectious Disease Haaerstown x x Asmar Pierre MD Pierre Asmar, MD Infertility/Reproductive Annandale x x 

Endocrinology 

Cohen Barrv M. MD Barry M. Cohen, MO Internal Medicine Haaerstown x x Kuttner·Sands Cynthia MD Cynthia Kuttner·Sands, MD Internal Medicine Hagerstown x x Higginbotham Lisa Kathleen MD Dr. Oino J. Delaoortas, PA Internal Medicine Haaerstown x x Bradford Pamela F. MO Ors Newman, Wooster, Kass, Internal Medicine Hagerstown x x Bradford & McCormack PA 

Hurwitz Jeffrey O. MD Ors Newman, Wooster, Kass, Internal Medicine Hagerstown x x 

Bradford & McCormack PA 

Newman George C. MO, PhD Ors Newman, Wooster, Kass, Internal Medicine Hagerstown x x Bradford & McCormack PA 

Monev Mary E. MO Drs. Waldman & Monev PA Internal Medicine Haaerstown x x Murshed Farid MO Farid Murshed, M.O. Internal Medicine Hagerstown x Andrade Francisco L. MD Francisco Andrade, MO Internal Medicine HaQerstown x x Hanif Rashid MD Gastroenterology Associates Internal Medicine Haaerstown x x Theodoru Radu M MD Haqer Park Health Center Internal Medicine Haaerstown x Peprah Koduah MD Internal Medicines Physicians, P.A Internal Medicine Hagerstown x 

Correces Jerri l MO Jerry l. Correces, MO PC Internal Medicine Hagerstown x x Waseem M. Khalid MD Khalid M. Waseem, MD Internal Medicine Haaerstown x x Malik Zafar M MD Malik & Qadir, PA Internal Medicine Boonsboro x x 
u.1i(" FIi;St:: 

Bansal Rina 

Shafi Manzar 

Brull Robert 

HatiebelfL Steven 

Krishnamoorthy Mahesh 

McDougal Dan 

Sluder Colleen 

Chan Samuel 

Pasha Tanvir 

Brown-Tisdale Chuckia 

Bonham Brian 

Brown Gail 

Cantone Vincent 

Henderson Laura 

Kerns William 

Reed John 

Reeves Inez 

Sukumar Minakshi 

Anadu Juliet 

Gomez Prosper Laura 

Koso-Thomas Marion 

Ngwana-Mondoa Theresa 

Ni9.am Madhu 

Rost James 

Uddin Zia 

Johnson William 

Mishra Tanuia 

Romanic Branislav 

Exhibit 2 7 

TriState Physicians and Physicians with WCHA Privileges 

Mldc!I,~':> ':"ITIU~'5Tl,' f'hyslc~ns pracUce Group -rpeclalty~D.rJP~IOn~~---1 ::~ I WCHSI I I TriState I Other 

".::::: ': .::'. ' : " , " : " ";" Hosp; employee TriState, Contracted Hasp, Prlv . .. ".'. ""'< .. ,.;. , ' " /: Member, 

MD 

J. MD 

MD 

L MD 

MD 

H. MD 

DO 

MD 

MD 

Nicole MD 

Kent MD 

M. MD 

MD 

E. MD 

B. MD 

P MD 

V MD 

MD 

Ifeoma MD 

MD 

MD 

E MD 

MD 

Robert MD 

MD 

H. MD 

MD 

S. MD 

ManzarJ. Shafi. MD .. PA I Internal Medicine I Hagerstown x 

ManzarJ. Shafi. MD., PA Iintemal Medicine IH~erstown 

Robert Brull, MD. PA ilnternal Medicine IHagerstown 

Robinwood Internal Medicine /Internal Medicine I Hagerstown 

Robinwood Internal Medicine I Internal Medicine I Hii!Q!!rstown 

Robinwood Internal Medicine /Internal Medicine I Hagerstown 

Robinwood Internal Medicine linternal Medicine I Hagerstown 

Samuel Chan, MD /Internal Medicine I Hagerstown 

TanvirA. Pasha. MD I Internal Medicine IH~erstown 

Women's Specialty Associates !Internal Medicine I Hagerstown 

Smithsburg Family Medical Center I Internal Medicinel I Smithsburg 

Pediatrics 

Smithsburg Family Medical Center I Internal Medicine! 

Pediatrics 

Smithsburg Family Medical Center IInternal Medicine! 

Pediatrics 

Smithsburg Family Medical Center Iintemal Medicinel 

Pediatrics 

Smithsburg Family Medical Center Iinternal Medicinel 

Pediatrics 

Smithsburg Family Medical Center !Internal Medicinel 

Neonatology Associates. PC 

Neonatology Associates. PC 

NeonatolQIDI. Associates. PC 

NeonatolQIDlAssociates. PC 

Neonatology Associates. PC 

Neonatology Associates. PC 

Neonatology ASSOCiates. PC 

Neonatology Associates, PC 

NeonatolQ9i' Associates. PC 

Kid~ C~'lter ()f Ha9.,erstown 

Kidn~y Center of Hagerstown 

Kidney Center gf Hagerstown 

Pediatrics 

Neonatal/Perinatal 

Medicine 

NeonatallPerinatal 

Medicine 

Neonatology 

NeonatolQIDI. 

NeonatolQ9Y, 

Neonatol()gy 

Neonatology 

Neonatology 

Neonatology 

Nephrology 

Nephrol~ 

Nejlhrolo,ID' 

Smithsburg 

Smithsburg 

Smithsburg 

Smithsburg 

Smithsburg 

Hagerstown 

Hagerstown 

Hagerstown 

H~erstown 

H~erstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

H~erstown 

H~erstown 

Hi!gerstown 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x x 

x x 

x x 

x x 

x 

x 

x x x x 

x x 

x x 

x x 

x x 

x x 
Exhibit 2 8 

TriState Physicians and Physicians with WCHA Privileges 

4-s~ !~~~';~:;G'J~;, •• ""J~~le ',1'';;' TItle ,<;,:r'j ~;i;i:;ebri\l;'!lris Practlce'$~up' .. ' ." SpeclaltyDes~rlption" ~'tr,:<>:'<:3{ WCIiA WCHSI" .,":: , TriS~~ Other .. 

::~, >. :;::)";' '~,j2;;t<':;~:'<'::: .• ',\ ';:;i;;: , ... . ,'>::<'::::;'Y': "'.; ;::;:if ':/', ..H~:!Zr; '''!11ploy~, . TriStlitlt' :gPJ1.tra~,~~ Hosp. Prlv. 

.. '. .. ',' . .Member . ""< 

Adler Oscar MD PhD Meadow Kidney Care NephroloQY Haaerstown x Nahar Anita MD Meadow Kidney Care NephrolQgi' Hagerstown x x Roza Eli MD Meadow Kidney Care Nephrology HaQerstown x x Welch Paul G. MD Meadow Kidney Care NephroloQY Haaerstown x x Khan Mehrullah MD Antietam Neurology Center, PA NeuroloQ}' Haoerstown x x Anwar Sam ina MD Neurology Consultants, PA Neurology Haaerstown x x Furlow Thomas W MD Parkway Neuroscience and Spine Neurology Hagerstown x x 

Institute 

Dave Prafull K MD Prafull K Dave, M.D. Neurology x Mir Sarim MD Sarim R Mir, MD, PA, Inc. Neurology Haoerstown x Ali Jamal MD Tristate Neuroloov Center NeuroloQY Haaerstown x x Caruso John Robert MD Parkway Neuroscience and Spine Neurosurgery Hagerstown x x 

Institute 

Holmes Brian MD Parkway Neuroscience and Spine Neurosurgery Hagerstown x x 

Institute 

O'Malley Neil P. MD Parkway NeurOSCience and Spine Neurosurgery Hagerstown x x 

Institute 

Radley Michael G MD Parkway Neuroscience and Spine Neurosurgery Hagerstown x x 

Institute 

Sachariah K. George MD K. George Sachariah, M.D. & Nuclear Medicine Hagerstown x x 

Associates, PA 

Maoram Martin Y. MD Martin Y. MaQram, M.D. Nuclear Medicine Haaerstown x x 

Reba Richard C. MD Richard Reba M.D. Nuclear Medicine Frederick x Hudson Chad MD, PhD Comprehensive Women's Care OB/GYN HaQerstown x x Kothari Mitesh MD Comprehensive Women's Care OB/GYN Haaerstown x x Oh Andrew J. MD Comprehensive Women's Care OB/GYN Haaerstown x x Solbem David H. MD Comprehensive Women's Care OB/GYN Haaerstown x x Marlaer Georae E., Jr. MD George E. Manger, Jr., MD PA OB/GYN Hagerstown x x Rider Lvnn A. MD Lynn A. Rider, MD, PA OB/GYN HaQerstown x x Ginter Hilary W MD Mid-Atlantic Women's Health Center OB/GYN Hagerstown x x 

Greenberg Jay B. MD Mid-Atlantic Women's Health Center OB/GYN Hagerstown x x 

Tramontana Ann M. MD Mid-Atlantic Women's Health Center OB/GYN Hagerstown x x 

Rosenshein Neil B. MD St. Paul Place Specialists OB/GYN Baltimore x x 
I.<Ist first ~JMlddl~,,'~>:~£?~~e, 

Andele Adjoavi (Bella) Fakonam IMD 

Hamilton William elMO 

Riddell Scott Robert IMD 

Smith Gary W. IMD 

Mullick Jowheri MD 

Fanale Jack Michael IMD 

Bergman Erik A. IMD 

Henrv John Christopher IMD 

Patel Chetankumar Bhikhubhai IMD 

Wroblewski John J. IMD 

Edmonds Craig MD 

Keener Wilmer J. IMD 

Facchina Stephen MD 

Danziger Peter F. IMD 

Tash Dara MD 

Pames Robert E. MD 

Glaser Stephen R MD 

Jensen Allison MD 

Nelson Howard DDS 

Pike Jon DDS 

Russell W. Dean DDS 

Zwack William DDS 

Pearlman Jeffrey DDS 

Behan Richard L. DDS 

Koterwas Gary E. DDS 

Exhibit 2 

TriState Physicians and Physicians with WCHA Privileges 

I'.··· p:~~~~~:~~":praC!~I\f~~P:. ..lspeCj~j$fr.PUO; ';:I~7:.: ... Women's Health Center at IOB/GYN I Hagerstown 

Robinwood 

Women's Health Center at 

Robinwood 

Women's Health Center al 

Robinwood 

Women's Health Center at 

Robinwood 

Women's Specialty Associates 

Bergman Eye Associates 

Bergman Eye Associates 

Cumberland Valley Retina 

Consullants, PC 

Cumberland Valley Retina 

Consultants, PC 

Hagerstown Eye Specialists 

Hagerstown Eve Specialists 

Ludwick Eye Center 

Peter F. Danziger, MD, PA 

Retina Center of Westerri .Maryland 

Robert E. Pames, M.D., L.L.C. 

Associated Oral & Maxillofacial 

Surgeons 

Associated Oral & Maxillofacial 

Surgeons 

Associated Oral & Maxillofacial 

Surgeons 

Associated Oral & Maxillofacial 

Surgeons 

Jeffrey Pearlman, D.D.S. 

Oral & Facial Surgerv 

Oral & Facial Surgerv 

OB/GYN 

OB/GYN 

OB/GYN 

OB/GYN 

OB/GYN 

Ophthalmology 

QIlllthall'Tl9logy 

Ophthalmology 

Ophthalmology 

Ophthalmology 

Ophthalmology 

Ophthalmology 

Ophthalmology 

Ophthalmology 

~hthalmology 

QIlI11halmology 

Ophthalmology 

Oral & Maxillofacial 

S~ 

Oral & Maxillofacial 

Surgery 

Oral & Maxillofacial 

Surgery 

Oral & Maxillofacial 

Surgery 

Oral Surgery 

Oral Surgery 

Oral Surgery 

Hagerstown 

Hagerstown 

Hagerstown 

Haaerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Haaerstown 

Hagerstown 

Chambersburg, PA 

Hagerstown 

Hagerstown 

Haaerstown 

Hagerstown 

Martinsburg 

Martinsburg 

Hagerstown 

Haaerstown 

Haaerstown 

Haaerstown 

9 

WCHA,\·.·'WCHS'··'·I ~~C I TriState I. Other 

. H.OSP,.'·.:·' .' ... '!11 ....p. 10 ..¥~ .·.·.Tr!State.·g~n~9tMtt~sP. Priv . . Prill.' '. > ': . .' 'Member 

x x x 

x x x 

x x x 

x x x 

x x x 

x 

x x 

x x 

x 

x x 

x x 

x x 

x 

x 

x 

x x 

x 

x 

x 

x 

x 

x 

x 

x x 

x x 
Exhibit 2 10 

TriState Physicians and Physicians with WCHA Privileges 

L.ast> "» ' F~g;;l"/ ';'< ,'( Middle'" ntle ' ' ;~';;~hyslcian~ p~ctice,Gr9up:,~,;, ~peClaItyO.es~rlptll)JI' c:if¥ 

;F~~ W¢HSL ' .;, TfiSfate Other '>:,,' ,",: ' yJ :.: ~ ~ 

, >; ,; ".""';,,,'., /.~}'(';s~ .,' ""', {;"; "" '}i elllp,Ip:y,~> :rrl§~te Contrttctcid HO$p~ Pr~,. >, ';,"/j'< ".:.<. Mt.mbitr 

Kramer Richard E. DDS Oral & Facial Surgery Oral Surgery Haaerstown '" x x Rothen Roberta L. MD Center for Joint Surgery & Sports Orthopaedic Surgery Hagerstown x x Medicine 

Salvagno Ralph T. MD Center for Joint Surgery & Sports Orthopaedic Surgery Hagerstown x x Medicine 

Amalfitano Thomas G MD Mid-Atlantic Orthopaedic Specialists, Orthopaedic Surgery Hagerstown x x PC 

Cirincione Robert J. MD Mid-Atlantic Orthopaedic Specialists, Orthopaedic Surgery Hagerstown x x 

PC 

Edwards Bruce N. MD Robinwood OrthopediC Specialists Orthopaedic Surg~ry Haaerstown x x Holobinko Joseoh Newton MD Robinwood Orthopedic Specialists Orthopaedic Surgery Hacierstown x x Patterson Donald A. MD Robinwood Orthopedic Soecialists Orthopaedic Surgery Haaerstown x x Winslow Michael A. MD Robinwood Orthopedic Specialists Orthopaedic Surgery Haaerstown x x Worrell Scott P. MD Robinwood Orthooedic Specialists Orthopaedic Su~ Hagerstown x x Brooks Robert L. MD PhD Washington County Hospital Orthopaedic Surgery Hacierstown x Milford Richard S. MD Mid-Atlantic Orthopaedic Specialists, Orthopaedic Surgery, Hagerstown x x 

PC Hand 

Stowell Michael T. MD Mid-Atlantic OrthopaediC Specialists, Orthopaedic Surgery, Hagerstown x x 

PC Hand 

Sherman Garv M. MD Robinwood Orthopedic Specialists Orthopaedic Surgery. Ha Haaerstown x x Suoernavaae Charles J. MD Charles J. Suoernavaae. MD. PC Otolarvngology Haaerstown x x 

Manilla Anthony Christopher DO Cumberland Valley ENT Consultants Otolaryngology Hagerstown x x 

McMahon Steven J. MD Cumberland Valley ENT Consultants Otolaryngology Hagerstown x x 

Saylor Michael J. MD Cumberland Valley ENT Consultants Otolaryngology Hagerstown x x 

Wathne Jarl T MD Cumberland Valley ENT Consultants Otolaryngology Hagerstown x x 

Bandy Bibhas C. MD Hagerstown Ear, Nose & Throat Otolaryngology Hagerstown x x Associates 

Olenczak John Edward MD Mid-Atlantic Orthopaedic Specialists, Pain Management Hagerstown x x PC 

EI-Mohandes Ali MD The Spine Center at the Center for Pain Management Hagerstown x x Pain Management 
last, First: . 7·IMidd,-'-:T::ITftI",<>J· 

Loev Marc A MD 

Demosher Chris J, MD 

Mire Gary M. MD 

Newby John G MD 

O'Donoohue Michael J. MD 

Amponsem Anthony Amankwa MD 

Athey Kristina A. MD 

Dwyer Ruth Choate MD 

Oakley Julia D MD 

Weaver Leon D. MD 

Saif Naheed F. MD 

Khan Shafaat u. MD 

lafolla Ayne Kimberly MD 

Mustafa Mahmoud A. MD 

Obidi Chukwuemeka MD 

Masood Saaib MD 

Dawis Maria A~lIles MD 

Shinaishin Ahmed MD 

Strauss Albert J MD 

Becker M. Douglas MD 

Budi Atchuthanand MD 

Shuster Paul E MD 

Weiss Robert E. MD 

Collins Gary Joseph MD 

Sullivan Daniel J. MD 

Efobi Ngozi Juliet MD 

Yacyk Mark J DO 

Exhibit 2 

TriState Physicians and Physicians with WCHA Privileges 

'PIlYSlclan,s Pl!!l:tlte~l1l~p' 

<\<,,' J;" '"«'.~':)~};'.' 

The Spine Center at the Center for 

Pain Management 

John G. Newby, MD, PC 

John G. Newby, MD, PC 

John G. Newby, MD. PC 

John G. Newby, MD. PC 

Anthonv Amponsem, M.D. 

Antietam Pediatric & Adolescent 

Care 

Antietam Pediatric & Adolescent 

Care 

Antietam Pediatric & Adolescent 

Care 

Antietam Pediatric & Adolescent 

Care 

Clinic for Children, PA 

Hagerstown Pediatrics 

Neonatology Associates, PC 

Partners in Pediatrics 

Partners in Pediatrics 

The Children's Doctor 

The Children's Doctor, LLC 

The Children's Doctor, LLC 

The Children's Doctor, LLC 

Weiss, Becker & Shuster 

Weiss, Becker & Shuster 

Weiss, Becker & Shuster 

Weiss, Becker & Shuster 

Parkway Neuroscience and Spine 

Institute 

Parkway Neuroscience and Spine 

Institute 

Physical Medicine Specialists 

Physical Medicine Specialists 

'/ 

Sp.,cll!lty[)e!ic~pyo~'lqltY ,., •..• ' ... 

Pain Management 

Pathology 

Pathology 

PatholQQY. 

Pathology 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

PediatriCS 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

PediatriCS 

Pediatrics 

Pediatrics 

Pediatrics 

Pediatrics 

Physical Med'! 

Rehabilitation 

Physical Med.! 

Rehabilitation 

Physical Med.! 

Rehabilitation 

Physical Med.l 

Rehabilitation 

Hagerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Hagerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Hagerstown 

Haaerslown 

Haaerstown 

Haaerstown 

Haaerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

11 

'.;I:jf~~·I:jI:~;i~~\I'.··MTti~tabe.t!il,I·C;~~~~Qd •.. ·PrlV .. '; ';' ';. em r·;·· :,.i.; . . 1'1;:~i~. . .. 

x x 

x x 

x x 

x x x x 

x 

x x 

x x 

x x 

x x 

x x 

x 

x 

x x 

x x 

x x 

x x 

x 

x x 

x x 

x x 

x x 

x x 

x x 

x x 

x 

x x 
Exhibit 2 12 

TriState Physicians and Physicians with WCHA Privileges 

Last,:; .• ·.·· ··;«I~I~PcI1~IClaI1S;p,.¢tice.Group:.· '. Sp~iaJi:yiQ~r,lptIOIl . I'·}rl$tate I Other 

-'. - .... "')':);'+' ··~,.··t~: ':f: ..• :;;;~;· ··~~~~~~ •• g~lnIcted Hosp.·Prlv. 

Kosuri Ramakrishna R 

Albertoli James S. 

Herrera Aryeh L 

Garazo Henry 

Dimercurio Salvatore 

Michaels Daniel D. 

Sanicola Charies P. 

Sanicola Karen F. 

Harrison Todd A. 

Herman Dale S. 

Roemer Mark A. 

Rosenthal Betsy F 

Smith Gregory A. 

Holdawav Peter J 

Seliaman Garrv 

Waqner Matthew 

Zerla Aurelio S. 

Jurand Joseph A. 

Bover-Patrick IJudith 

CarrHI IJohn 

Relacion IVai erie 

Kurz I Corriene 

Gonzalez-Cawlevl David 

Fawaz IJamal 

MD IRobinwood Orthopedic Specialists I Physical MedJ 

MD 

MD 

MD 

MD 

DPM 

DPM 

DPM 

DPM 

DPM 

DPM 

DPM 

DPM 

DPM 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

Allegheny Center Reconstructive 

Surgery 

Allegheny Center Reconstructive 

Surgery 

Plastic Surgery Services 

Salvatore DiMercurio, MD, PA 

Daniel D. Michaels, DPM. MS, LLC 

Rehabilitation 

Plastic Surgery 

Plastic Surgery 

Plastic Surgery 

Plastic Surgery 

Podiatry 

Drs. Charles P. & Karen F. Sanicola.IPodiatry 

DPM, PA 

Drs. Charles p" & Karen F. Sanicola, IPodiatry 

DPM, PA 

Podiatry Associates of Hagerstown IPodiatry 

Podiatry Associates of Hagerstown IPodiatry 

Podiatry Associates of Hagerstown I Podiatry 

Podiatry Associates of Hagerstown IPodiatry 

Podiatry Associates of Hagerstown IPodiatry 

Scotland Podiatric 

Behavioral Health Services 

Behavioral Health Services 

Behavioral Health Services 

Behavioral Health Services of 

Washington County 

Brooklane Health Services 

Brooklane Health Services 

Brooklane Health Services 

Corriene V. Kurz. MD 

David Gonzalez-Cawley. MD 

Jamal Fawaz, MD 

Podiatry 

P§i'.chiatrv 

Psychiatry 

P~hisllY. 

Psychiatry 

P§Y.chialrv 

P~_cI1iallY. 

Psychiatry 

Psychiatry 

Psychiatry 

Psychiatry 

Hagerstown x x 

Hagerstown x 

Hagerstown x 

Hagerstown x x 

HaQerstown x x 

Hagerstown x x 

Hagerstown x x 

Hagerstown x x 

Hagerstown x x 

Hagerstown x 

Hagerstown x x 

Hagerstown x x 

Hagerstown x x 

Hagerstown x 

Hagerstown x x x 

Hsoerstown x x x 

Hagerstown x x x 

Hagerstown x 

Haoerstown x x 

Hagerstown x x Hagerstown x x 

HaQerstown x x 

HaQerstown x x HaQerstown x x 
LasL<,,/;. 

Latif 

Prescott 

Egan 

Patel 

Fox 

Wooster 

Ahmed 

Alencherry 

Iqbal 

Waheed 

Cornell 

Norouzi 

Citro 

Hauser 

Mazzei 

Zimmerman 

Bean 

Diehl 

Hesley 

Marinelli 

Murthv 

Muthiah 

Rossini 

Saba. III 

Vu 

Aarawal 

Chow 

Hsu 

Johnson 

Leimkuhler 

Smith 

Exhibit 2 

TriState Physicians and Physicians with WCHA Privileges 

First. 

I 

Middle ':~~~n~f\-~ifd .. rhYS';~J~"27.~~,~r~up:.:, . \ ' ........ ' .... ,;: ~ 

Mohammaed 

William 

James 

Daksha 

Amv Jo 

L. Dwight 

Kalim 

Johny P 

Shaheen 

Abdul 

Dan R 

Ebrahim 

Francis J. 

Craig Michael 

Robert E. 

Gregorv S 

Marchelle June 

Sleven L. 

Kerri 

Paul C. 

Narasim 

Annamalai{Annam) 

Michael (V 

Georlle IP 

TrunQ 10. 

Gautam 

Lawrence ChanQ-Lun 

Ravmond M. 

GreQorv Llovd 

Melissa Mav 

Christopher Leon 

MD IMohammed Z. Latif, MD I Psychiatry 

MD IWiliiam G. Prescott, MD I Psychiatry 

MD Ip~ 

MD IP§ychiatry 

PhD (Psychology 

MD IDrs Newman, Wooster, Kass, I Pulmonary Rehab 

Bradford & McCormack PA 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

M.D. 

DO 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

MD 

Pulmonary Consultants of 

Hilgerstown 

Pulmonary Consultants of 

Hagerstown 

Pulmonary Consultants of 

Hagerstown 

Pulmonary Consultants of 

Hagerstown 

John R. Marsh Cancer Center 

John R. Marsh Cancer Center 

Associated Radiologists. PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated RadiologiSts. PA 

Associated Radiologists. PA 

Associated Radiologists, PA 

Associated Radiologists, PA 

Associated Radiologists. PA 

Pulmonary Rehab 

Pulmonary Rehab 

Pulmonary Rehab 

Pulmonary Rehab 

Radiation OncolQID'. 

Radiation OncolQ9Y 

Radiology 

RadiolollY 

Radiology 

RadiolQ~ 

Radiology 

Radiology, Diagnostic 

Radiology, Diagnostic 

Radiology, Diagnostic 

Radiology, Diagnostic 

Radiology. Diagnostic 

RadiolollY, Diagnostic 

Radiologv, Di~nostic 

RadiolQ~gnostic 

Radiolo~i?gnostic 

Radiology. Diagnostic 

Radiology. Diagnostic 

RadioloQY. Diagnostic 

Radiology, DiClQnostic 

RadicliogYLPiagnostic 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Haaerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Hagerstown 

Haaerstown 

Haaerstown 

Haaerstown 

Hagerstown 

Hagerstown 

Haaerstown 

13 

x x 

x x 

x x 

x x 

x 

x x 

x x 

x x 

x x 

x x 

x x 

x 

x x 

x 

x x 

x x 

x 

x x 

x x 

x x 

x x 

x x 

x x 

x 

x x 

x 

x 

x 

x 

x 

x 
La.,t 

Klein 

Howell 

Chomiak 

Radecki 

ChaudhrY 

Dennis 

Hackett 

McWilliams 

Talton 

Hassoun 

Roaers 

Exhibit 2 14 

TriState Physicians and Physicians with WCHA Privileges 

IFlrs~::iSU"'~" 1 ~!~tle, /eJte~::::r TF~~'CJa:~;~,~p~ce; Group 

Steven IJ MD Malamet & Klein. MD. PA 

Mary MD 

Paul N, MD The Center for Chest Disease 

Kevin Michael MD The Center for Chest Disease 

M, RafiQue MD The Urological Center 

Patrick J. MD The Urological Center 

Kevin C. MD The Urological Center 

Wavne A, MD The Urological Center 

Hugh J, MD The UrolQgical Center 

Heitham Talal MD Heitham Hassoun. M,D. 

John Paul MD Wound Center 

~pe.c"'ltyDe~rlptJOri 

~'::~~F~!):',~':' ,". ,'. ~<t:~.~,g, ,~." 

Rheumatology 

Rheumatology 

Surgery. Thoracic 

Surg~ry L Thoracic 

Urology 

Urology 

Urology, 

Urology 

UroloQV 

Vascular Su~~ 

Wound Care 

ICIlY); \ , ,; ;"1 WCHA I VtlCHSI 'I' , , "I Tri~tate I Other 

Y;j&!:::';,;~;H;,~::...~~e~¥~r ,~:~:~~~cted HosP· Prlv. 

Hagerstown x x 

x 

Haaerstown x 

Hagerstown x 

Haaerstown x x 

Haaerstown x x 

Hagerstown x x 

Haaerstown x x 

Haaerstown x x 

Baltimore x 

Haaerstown x x 
Exhibit 3 
Exhibit 3: Washington County Health System. Inc. 

WCHSI is a private, non-profit corporation formed under the laws of the 

State of Maryland in 1989. WCHSI has over 3,000 employees and serves a tristate region, including western Maryland, southern Pennsylvania, and northern 

West Virginia. 

1. Washington County Hospital Association C4WCHA") - a private, nonprofit, membership corporation formed under the laws of the State of Maryland operating 

an acute care hospital, WCH, and related facilities located in Washington County, 

Maryland. WCH opened in 1904 on Potomac Avenue in northern Hagerstown, with a 

complement of ten beds and a medical staff of six members. 

WCHA provides hospital and healthcare services to the citizens of Washington 

and Frederick Counties in Maryland, Franklin and Fulton Counties in Pennsylvania, and 

Morgan, Jefferson and Berkeley Counties in West Virginia. WCHA is currently licensed 

to operate 292 beds to include 218 medical/surgical. 18 obstetric, 10 pediatric, 18 

psychiatric, and 28 acute rehabilitation. WCH offers inpatient and outpatient services 

including adult medical/surgical care, obstetrics and newborn care (including a family 

birthing center), cardiac catheterization, comprehensive inpatient and outpatient 

rehabilitation, radiologic/diagnostic services, inpatient and outpatient mental health 

services, a regional Level III Trauma Center, an intensive care unit, a progressive care 

unit, a coronary care unit and a pediatric inpatient unit. 

WCH is home to the Center for Joint Replacement, an innovative three-day 

program for hip and knee joint replacement which involves a team approach to education, 

care and recovery, and the John R. Marsh Cancer Center which provides ambulatory 

cancer therapy with 18,000 patients visits annually including chemotherapy, infusion 

therapy, blood transfusions and radiation seed treatments. 

Other specialty services include: The Gynecologic Center of Western Maryland, 

providing evaluation and treatment services by a nationally recognized expert in 

gynecologic cancers and a pioneer in the field; comprehensive rehabilitation services, 

providing a full range of rehabilitation programs across service levels with locations at 

the Hospital, the Robinwood Medical Center campus, and its Health@Work facility on 

the west end of Hagerstown; behavioral health services including an Employee 

Assistance Program; and, mental health services for every age including adult inpatient 

programs at the Hospital and outpatient services. Specialty at-home services include 

"Care at Home", a fee-for-service personal care program, and "Home Health" for skilled 

nursing, rehabilitation services and oxygen therapy_ All services are accredited by 

JCAHO. 

2. Antietam Health Services ("AHS") - a wholly owned subsidiary of 

WCHSI. It was incorporated under the laws of the State of Maryland in 1985 as a forprofit corporation. Antietam has been involved in the development and operation of 

specific business enterprises related to the provision of outpatient healthcare that 
complement the goals and objectives ofWCHSI, including medical retail, home medical, 

corporate health and management services. Antietam's business units include joint 

ventures, contractual management arrangements and direct ownership of businesses plus 

development and management of the Robinwood Medical Center. 

Robinwood is an approximately 373,000 square foot outpatient facility located 3.2 

miles from WCH. Robinwood is designed to provide comprehensive, state-of-the-art 

health care in a comfortable, relaxed environment. The facility offers patients "one-stop 

shopping" where they can access many services all at the same location. The Robinwood 

facility is organized under a condominium regime. Unit owners include WCHA and 

various private providers of health care services, including physicians and dentists. The 

facility houses physician practices owned by WCHA and AHS. WCHSI owns 

approximately 44% of the Robinwood Medical Center square footage directly through its 

various subsidiaries or their business units. 

As a fully-integrated health care delivery system, WCHSI has numerous business 

units and joint ventures affiliated with WCHA or AHS. A summary of these units 

follows: 

ENTITY AFFILIATION DESCRIPTION 

Behavioral Health Services WCHA Employee Assistance Program, Alcohol and Drug 

Program, employed physicians, psychologists and 

counselors, inpatient and outpatient services 

Cardiac Diagnostic Center WCHA Located at Robinwood 

Robinwood Endocrinology WCHA Robinwood tenant. Employed endocrinologist 

and comprehensive diabetes education center. 

Home Health Care WCHA Private duty, nursing, and rehab care in home. 

Located off-site on Howell Road. 

Maryland Neuro Rehab WCHA Inpatient and outpatient day program at 

Foundation Robinwood for brain and spine injury recovering 

patients. 

Robinwood MRI WCHA Located at Robinwood; open MRI. 

Total Rehab Care at Robinwood WCHA Physical/Occupational/Speech! Aqua therapy. 

Urgent Care at Robinwood WCHA Located at Robinwood 

Urgent Care at Pennsy Ivania Ave. WCHA Located on north end of Hagerstown. 

Women's Health Center at WHCA Located at Robinwood. Five employed OB/GYN 

Robinwood physicians and five employed nurse midwives. 

Chiefly serve the underserved population. 

WCH Trauma Physicians WCHA Nine contracted trauma surgeons to provide 2417 

trauma coverage. 
ENTITY AFFILIATION DESCRIPTION 

Hagerstown Medical Lab AHS Full service reference lab with ten draw stations 

in Washingion County and one in Frederick 

County plus staff and serve the Hospital. 

Medical Practices of Antietam AHS Employ primary care physicians in 6 offices (2 at 

Robinwood, 2 in Hagerstown, and 1 each in 

Williamsport and Smithsburg), plus a 

gastroenterology and a gynecology/women's 

primary care practice. 

Home Care Phannacies AHS Full service retail pharmacies with six locations in 

Washington County including at the Hospital. 

Robinwood Infusion Pharmacy AHC Located at Robinwood. 

Equipped for Life AHS Full service DME company with four locations in 

Washington County and one in Chambersburg, 

PA. 

Health@Work, LLC AHS Located on Downsville Pike on the west end of 

Hagerstown, provides corporate clients with 

occupational medicine, industrial medicine rehab, 

EAP services, drug screenings, employee 

physicals, and on-site medical clinics. 

Diagnostic Imaging Services, AHS-50% Joint venture with locations at RobinwoodLLC including Women's Imaging Center - and at 

Eastern Boulevard in Hagerstown, site of 

numerous private physician offices. 

Robinwood Surgery Center, LLC AHS-68% Joint venture located at Robinwood with six OR's 

and four special procedure rooms. Employs 

anesthesiologists and CRNA's. 

Endoscopy Center at Robinwood AHS-owned Joint venture located at Robinwood with four 

50% by Surgery endoscopy suites. 

Center 

Mid-Maryland Medical AHS-33.3% Joint venture ground ambulance company serving 

Transport, LLC Washington and Frederick Counties. Other 

owners are Frederick Memorial Health System 

and Valley Regional Enterprises in Winchester, 

VA. 

Western Maryland Medical AHS-50% Joint venture DME company. Equipped for Life 

Supply. LLC is managing partner. Other owner is Western 

Maryland Health System in Cumberland, 

Maryland, about 75 miles west of Hagerstown. 

3. Maryland Physicians Care -WCHA owns 25% of Maryland Physicians 

Care, a Maryland Medicaid HMO serving in excess of 90,000 members in Maryland and 
about 9,000 in Washington County. Other partners include St. Agnes Hospital and 

Maryland General Hospital in Baltimore, and Western Maryland Health System in 

Cumberland, Maryland. Maryland Physicians Care also manages, on behalf of the state, 

a Primary Adult Care (PAC) Program and a Medicare Advantage plan for the specialneeds, dual-eligible population in the western Maryland counties of Washington, 

Allegheny, and Garrett. Currently, there is no formal affiliation between TriState and 

MPC; however, there are discussions regarding the sharing of, and providing access to, 

claims data. 

4. Walnut Street Community Health Center- WSCHC unti12004 was a 

group of family practice physicians employed by WCHA and located about 2 miles north 

of WCH in an underserved part of Hagerstown. In 2004, the Center was granted . 

Federally Qualified Health Center status and became an independent business. WCHA 

and AHS provide services to the Center, and the Center physicians are members of 

TriState. 
Exhibit 4 
Exhibit 4: TriState's Current Board of Directors 

NAME CLASS TITLE SPECIALTYITITLE 

Datta, Vasant MD I President Prim~ Care Family Practice 

Hood, Stephen MD I Vice President Specialist Medicine - Cardiology 

Grahe, Raymond A. II Treasurer VP Finance Hospital 

McBurney, Brooks II Secretary VP Human Resources Hospital 

Hamill, James P. II Director President and CEO Hospital 

Brooks, Robert MD II Director VP Medical Affairs Hospital 

Uzicanin, Ernest MD I Director Primary Care Family Practice - Private 

Practice 

Mire, Gary_ MD I Director Hospital Based - Pathology 

Reed, John MD I Director Primary Care IMJPeds - Antietam 

Solberg, David MD I Director Specialist Surgery - Obstetrics/Gynecology 

Dwyer, Ruth MD I Director Primary Care Pediatrics - Private Practice 

Zampelli, Michael II Director VP Antietam Health Services 

Vacant (added 1 Director Specialist 

612512007) 
Exhibit 5 
Exhibit 5: TriState's Administrative Staff 

NAME TITLE YEARS IN POSITION 

Field. Allan S. Executive Director 3.25 

Cirincione, Robert MD Medical Director (contracted) 6.5 

Atkinson, Wendy Operations Manager 2.75 

Grant, Shelley Manager Care Coordination 1 

Wieland, Charissa External Relations Representative I 

Shaw, Amanda PHO/Managed Care Specialist 9 

Metzer Guylene RN Case Manager < 1 

Putnam, Marlen RN Case Manager < 1 
Exhibit 6 
Exhibit 7 
Exhibit 7: Committee Membership 

COMMITTEE NAME CLASS SPECIALTY 

Nominating Newby, John MD - Chair I Pathology 

Reed, John MD I Internal Med/Peds 

Cirincione, Robert MD I Orthopaedics/Med Dir 

Grahe, Raymond II VP Finance Hospital 

Field, Allan S. N/A Executive Director 

Contracting I Finance I Grabe, Raymond - Chair II VP Finance Hospital 

Administration Hood, Stephen MD I Cardiology 

Mire, Gary MD I Pathology 

Reed, John MD I Internal MedlPeds 

Zampelli, Michael II VPAntietam 

Field, Allan S. N/A Executive Director 

Wieland, Charissa N/A Staff Support - ex officio 

Bylaws Datta, Vas ant MD - Chair I Family Practice 

Malik, Zafar MD I Internal Medicine PCP 

Roza, EliMD I Nephrology 

Edwards, Bruce MD I Orthopaedics 

Schaeffer, Michael Esq. II Hospital Attorney 

Brooks, Robert MD II VPMA Hospital 

Field, Allan S. N/A Executive Director 

Wieland, Charissa N/A Staff Support - ex officio 

Communications Mire, Gary MD - Chair I Pathology 

Su, William MD I General Surgery 

Hudson, Chad MD I Obstetrics/Gynecology 

Cantone, Vincent MD I Family Practice PCP 

Theriault, Maureen II Dir Public Relations Hosp 

Field, Allan S. N/A Executive Director 

Wieland, Charissa N/A Staff Support - ex of&io 

Clinical Integration Reed, John MD - Chair I Internal MedicinelPeds 

Oversight Beckwith, Matthew MD I Family Practice 

Newby, John MD I Pathology 

Schiro, James MD I Dermatology 

Becker, M. Douglas MD I Pediatrics 

Cirincione, Robert MD I OrthopedicslMedical Dir 

Lowe, Robert PharmD I Home Care Pharmacy 

Field, Allan S. N/A Executive Director 

Grant, Shelley N/A Staff Support - ex officio 

Atkinson, Wendy N/A Staff Support - ex officio 

Credentialing Newby, John MD - Chair I Pathology 

Cirincione, Robert MD I OrthopaedicslMedical Dir 

Brooks, Robert MD VPMA Hospital 

Cornell, Dan MD II Radiation Oncology 

Field, Allan S. I Executive Director 

Grant, Shelley N/A Staff Support - ex officio 

Shaw, Amanda N/A Staff Support - ex officio 

N/A 
COMMITTEE NAME CLASS SPECIALTY 

Utilization Schiro, James MD - Chair I Dermatology 

Management/Quality Cirincione, Robert MD I Orthopaedics/Medical Dir 

Assurance Becker, M. Douglas MD I Pediatrics 

Baran, Mark MD I Hospitalist 

Ciccarelli, Jill MD I Family Practice 

Brooks, Robert MD II VPMA Hospital 

Jones, Jeff MD I Cardiology 

Pianta, Thomas II Dir Health Mgt Hospital 

Barnhart, Steve II Exec Ops Antietam 

Lowe, Robert PharmD II Home Care Pharmacy 

Shea, Michael Ed.D. II Behavioral Health - Hosp 

Field, Allan S. N/A Executive Director 

Gervais, Mary Ellen N/A MMARS 

Davis, Mitchell N/A InforMed 

Grant, Shelley N/A Staff Support - ex officio 

Atkinson, Wendy N/A Staff Support - ex officiO 

Service Improvement Beckwith, Matthew MD - Chair I Family Practice 

Cirincione, Robert MD I Orthopaedics/Medical Dir 

Schiro, James MD I Dermatology 

Baran, Mark MD I Hospitalist 

Ditto, Allen MD I Family Practice 

Field, Allan S. N/A Executive Director 

Grant, Shelley N/A Staff Support - ex offiCiO 

Atkinson, Wendy N/A Staff Support - ex dmcio 

Quality Improvement Becker, M. Douglas MD- Chair I Pediatrics PCP 

Cirincione, Robert MD I Orthopaedics/Medical Dir 

O'Donoghue, Michael MD I Pathology 

Hesley, Kern MD I Radiology 

Krishnamoortby, Mahesh MD I Internal Medicine PCP 

Qadir, Ghazala MD I Family Practice 

Budi, Anand MD I Pediatrics PCP 

Field, Allan S. N/A Executive Director 

Pianta, Thomas II Dir Health Mgt Hospital 

Grant, Shelley N/A Staff Support - ex officio 

Atkinson, Wendy NJA Staff Support - ex ~JJ;cio 

Pharmacy Benefits Lowe, Robert PharmD - Chair II Home Care Pharmacy 

Management Cirincione, Robert MD I Orthopaedics/MedicaJ Dir 

Money, Mary MD I Internal Medicine PCP 

DelaportaS, Dino MD I Infectious Disease 

McDougal, Daniel MD I Internal Medicine PCP 

Am, Gary PharmD II Home Care Pharmacy 

Berg, Mary II Exec Ops Antietam 

Ellis, Denise PharmD II Home Care Pharmacy 

Higgins, Sue PharmD II Home Care Pharmacy 

llilker, Bobbi PharmD II Home Care Pharmacy 

Wills, Terry PharmD II Home Care Pharmacy 

Grant, Shelley N/A TriState Health Partners 

Atkinson, Wendy N/A TriState Health Partners 

Field, Allan S. N/A Executive Director 
COMMITTEE NAME CLASS SPECIALTY 

Care Coordination Cirincione, Robert MD -. Chair I OrthopaedicslMedical Dir 

Grant, Shelley II Mgr Care Coor TriState 

Pianta, Thomas II Dir Health Mgt Hospital 

Wilkes, Kelsey II Dir Integ Pt Sup Svc Hosp 

Whyte, Roseann N/A InforMed 

Metzer, Guylene RN N/A Case Manager TriState 

Putnam, Marlen RN N/A Case Manager TriState 

Atkinson, Wendy N/A Ops Manager TriState 

Lowe, Robert PharmD II Home Care Phannacy 

Moyer, Jeanni II Total Rehab Care - Hosp 

Lewis, Thorrenna I Mgr Integ Pt SUP Svc Hosp 

During the fIrst quarter of Fiscal Year 2008, recruitment will continue for: 

(1) at least three private practice physicians to serve on the Contracting / Finance / 

Administration Committee; (2) at least two primary care physicians for the Credentialing 

Committee; and (3) at least two primary care physicians for the Communications 

Committee. 
Exhibit 8 
Exhibit 9 
TRISTATE MEMBER 

PARTICIPATING PROVIDER CONTRACT - CLINICAL INTEGRATION 

This participating provider contract C'Contract") is made as of this __ day of 

_____ , 200_ between Tri-State Health Partners, Inc. ("TriState"), a Maryland 

nonstock corporation, and the provider identified below ("Provider"). who is a member of 

TriState. 

PROVIDER: 

Name: ----------------------- Address: -----------------------

Telephone Number: _________________ _ 

Medical Specialty: ___________ _ 
Exhibit 10 
Exhibit 10: Secondary Service Area PhYsicians 

TriState Non-TriState Total TriState 

PRIMARY SPECIALTY* Members Members Specialists Percentage 

Addiction Medicine 0 1 1 0% 

AerosIJace Medicine 0 1 1 0% 

Allergy, Allergy & Immunology 2 4 6 33% 

Anesthesiology 9 41 50 18% 

Cardiology, Pediatric 0 1 1 0% 

Cardiovascular Disease 11 20 31 35% 

Critical Care, Pediatric 0 1 I 0% 

Dermatology 3 7 10 30% 

EmergencyMedicine, Urgent Care Medicine 1 53 54 2% 

Endocrinology, Reproductive 0 1 1 0% 

Endocrinology/Diabetes .... 

.) 2 5 60% 

Family Practice/Geriatric Medicine 27 188 215 13% 

Gastroentero logy 6 11 17 35% 

General Practice 0 38 38 0% 

Immunology 0 1 1 0% 

Infectious Diseases 1 16 17 6% 

Internal Medicine 26 133 159 16% 

Neonatal-Peri-natal Medicine 0 9 9 0% 

Nephrology 3 10 13 23% 

Neurology - child, adult 5 14 19 26% 

Nuclear Medicine 2 3 5 40% 

Obstetrics & Gyne<.:oloM 14 47 61 23% 

Occupational Medicine 0 5 5 0% 

Oncolo~ 4 15 19 21% 

OJ)hthalmo!ogy 2 25 27 7% 

OrthopedicslHand Surgery/Sports Medicine 12 36 48 25% 

Osteopathic Manipulative Medicine 0 1 1 0% 

Other Specialty/Unspecified 0 24 24 0% 

Pain Management 3 2 5 60% 

Pathology 4 23 27 15% 

Pediatrics 11 69 80 14% 

Physical Medicine & Rehab 4 6 10 40% 

Psychiatry -' child, adult 3 48 51 6% 

Pulmonary Disease, Pulmonary.Critical Care 5 16 21 24% 

Radiation Oncology 1 1 2 50% 

Radiology 10 36 46 22% 

Radiology, Vascular & Interventional 0 2 2 0% 

Rheumatology 0 4 4 0% 

Sleep Medicine 0 1 1 0% 

Surgery, General 8 42 50 16% 

Surgery, Neuro 4 6 10 40% 

Surgery, Otolaryngology, Head & Neck 6 14 20 30% 

Surgery, Plastic 1 7 8 13% 

Surgery, Thoracic 0 4 4 0% 

Surgery, Urological 1 19 20 5% 

Surgery, Vascular 0 2 2 0% 

TOTAL ]92 1010 1202 

16% 84% 100% 

Not listed In AMA Database - Oral & Mwnl!ofacla) Surgery, PodIatry 
B .... o orCompedtioa 

600 PcuDsylv .... Ave., N.W. 

Wuhlagtoa, -D.C. 10580 

David M. N81TOW 

Attorney 

Dlred Line (l0l) 3U-~744 

E-malh d .. rrvw@ftc.gov 

FAX: (l01) 3U-3384 

Christi I. Braun, Esquire 

Ober, Kaler, Grimes & Shriver 

1401 H Street, N.W .• Suite 500 

Washington. D.C. 20005-3324 

UNlTED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

WASHINGTON,D.C. ZOSIIII 

January 24, 2008 

RE: Advisory Opinion Request by TriState Health Partners, Inc. 

Dear Ms. 

~ Braun: 

This is a request for additional information concerning a proposed program by TriState 

Health Partners, Inc. (''TriState'') for which you have requested an advisory opinion. According 

to your letter, TriState is anon-stock membership organization incorporated in 1995. You 

describe TriState as a "non .. exclusivc physician-hospital orgaIiization ("PHO',)", consisting of 

approximately 200 medical practitioners and one hospital located in Washington County, 

Maryland. Class I members include Maryland-licensed physicians (both independently 

practicing, and employed, and including oral surgeons), and medical group practices whose 

physicians meet that requirement. Washington CoWlty Hospital is TriState's only Class II 

member. According to your letter. TriState's proposed program "will iIitegrate its members 

clinically'" 

You ask for a staffadvisory opinion as to what would be '"the Co.mmission's enforcement 

intentions and how would it analyze [TriState's) activities" under Section 5 of the FTC Act if. in 

conj1Dlction with the physicians' clinical integration through the proposed program, TriState 

"develops contract proposals that include performance bon~ negotiates contract terms 

(including price), and enters into contracts with third-party payers for the sale of the integrated 

product" as described in your letter. As you .are aware, the staff cannot speak: for the Commission 

regarding its la:w enforcement intentions. but can only address how the staff would analyze a 

particular arrangement or activity. 'and what recommendations. if any, staffwould be likely to 

make to the Commission if the proposed conduct were uridertaken. In order to respond to your 

request, it would be helpful if you could provide the following additional'infonilation concemmg 

TriState's proposal: 
Page 2 of 6 

I. Structure and Membership 

You state that TriState currently has 64 primary care physicians (''PCPS,,)I and )40 

specialty care physicians ("SCPs'') practicing in 29 different medical specialties. Of these 204 

total physicians, you note that 35, or about 17 percent of the total, are employed by subsidiaries of 

Washington County Health System, Inc. ("WCHSr,), which also is the parent organization of 

Washington County Hospital- TriState's hospital member. You note that TriState also bas 

cOntracts to provide services to patients under contracts with TriState with an additional 69 

physicians in 18 medical specialties who are not members of TriState. Your letter states that 

there is no limit on additional.physicians joining TriState, and presumably participating in all of 

its programs, including the proposed clinical integration program. It is our understanding from 

your letter that all physicians currendy involved with TriState (both members and contracting 

pbysicians) will be eligible to participate in the proposed program., although you anticipate that 

some contracted physicians may choose not to do so. What is your most recent infonnation or 

expectation as to how many of TriState's members and its contracted physicians have elected, or 

will elect, to participate in the proposed program, and what is the basis for your estimate? 

Other than having to execute the ''TriState Member Participating Provider Contract -. 

Clinical Integratwn" (Exhibit 9 of your initial submission), what, ifany, selection or screening 

mechanisms or participation requirements will TriState apply initially regarding physicians who 

currently are members of, or who contract with, TriState and who seek to participate in the, 

proposed program, in order to assure that they have the necessary commitment to work toward 

successful achievement of the program's clinical integration goals? What will be the bases or 

standards for accepting or excluding at the outset any physicians from participation? What is 

TriState's basis for believing that its ph,ysician participation screening standards will assure 

participation only by physicians who are committed to~ and likely to help achieve, the clinical 

integration goals of TriState's proposed program? 

Your letter states that "TriState has no restrictions on the addition of new Class I [i.e., 

pbysician] members." How, if at all, will physicians that ~cquently seek to join TriState's 

proposed program be screened for suitability to participate in the program? Will any physicians 

be denied participation in the proposed program based on numbers of physicians (either total or 

specialty-based) aJready in the proposed program relative to the expected patient enrollment, or 

based on other factors, such as the,.ratio of specialists to PCPs? Will there be any restrictions on 

when additional physicians may joint TriState and participate in the proposed program? Has 

TriState considered whether and how allowing physicians to join TriState at any time may affect 

its ability to clinically integrate provision of care by TriState physicians, and the potential of the 

proposed program to achieve the anticipated resulting efficiencies in providing care to patients 

enrolled in the program? 

Whit is the role of the Washington County Hospital, Wasrungton COWlty Hospital 

Association, and the Washington County Health System, Inc. (including any of its subsidiaries. 

"business units," or ''joint venture affiliates," as identified i.n Exhibit 3 of your initial submission) 

in the proposed clinical integration program? What advantages (other than the hospital's $2500 

Including general practitioners. family practitioners. pediatricians, and internists. 
Page 3 of 6 

initial matching payment for each physician who becomes a TriState member) does the 

involvement of Washington County Hospital or Washington County Health System, Inc. 

(including any of its subsidiaries) hold for the proposed program? Likewise, what potential 

disadvantages (e.g., possible pressure'to fill hospital beds, or adopt policies that otherwise 

potentially involve efficiency/utilization conflicts ofinterest) does the involvement of the hospital 

and its subsidiaries pose for the proposed program's success, and how will TriState address any 

such potential disadvantages? 

II. Integration and Achievement ofEffieiencies 

In your letter, you state that Tristate contracted on a capitation basis for only one year, and 

that as of 1998 its operations have been on other than that basis - i.e., not involving financial risk 

sharing among its physicians. What in TriState's experience supports the expectation that, absent 

such financial risk-sharing among its physicians, TriState is likely to be able to achieve the 

necessary high degree of interdependence and cooperation to control costs and ensure quality 

among its independently practicing physicians in their provision of medical care to patients 

covered under the proposed program? Does TriState have any experience under its capitation 

program or otherwise in dealing with physicians who are either nonwCompliant or performing at 

sub-optimallevels regarding programs or standards under which TriState has operated? 

Your letter states that member physicians (but not contracting physicians) each pay a 

'~oining fee" of $2.500 for participation in TriState, which payment to TriState is matched by 

Washington County Hospital. Is this a new fee for existing TriState physician members to 

participate in the proposed program, or is it a' pre-existing requirement for membership' in TriState 

generally, that already has been paid by those physicians who currently are members, and 

therefore will only apply to new TriState members? lithe latter, will there be any additional fees 

charged to current TriState member physicians,who already have paid the $2,500 joining fee in 

order for them to participate in the proposed program? What other financial "investment," if any, 

will TriState member physicians be required to make in the proposed program (e.g., computer 

hardware/software, etc.)? Will member physicians participating in the proposed program' be 

requited to make any non-financial investments in the proposed program (e.g., personal 

participation in program activities or committees, training of themselves and/or their office staffs, 

etc.)? 

Will contracting physicians (ie., those who do not beCome TriState members, but who 

contract directly with a payer through TriState's messenger arrangement to provide services 

under future TriState clinical integration program contracts) be required to make investments of 

any kind in TriState in order to participate in the proposed program? What requirements. if any, 

regarding IDT capability 8Ild participation will apply to contracting physicians? What will ' 

evidence or assure contracting physicians' commitment to successful implementation of the 

proposed 'program? Describe how contractingphysiciarui will participate in all aspects of the 

proposed program.. including how, operationally~ TriState will assure that the services of 

contracted physicians are provided in an integrated fashion with those of TriState's member 

,physicians. 

What will be the nature and extent of participation by TriState member and contracting 

physicians in the Clinical Integration Oversight Committee and its six su~ttees? Exhibit 7 
Page 4 of 6 

of your initial submission lists members of various committees and subcommittees. However. 

tenns of service and future membership rotation do not appear to be addressed. Will TriState 

require participation by all or certain TriState member physicians on any committees. 

subcommittees, or in other organization activities regarding the perfomlance of physicians other 

than themselves (i.e., relating to their interd!'J)endent, as opposed to individual, perfonnance)? 

Please explain how Sections_and .ofExhibit 9 of your original submission (''TriState 

Member Participating Provider Contract - Clinical Integration") are consistent with TriState's 

purportedly operating as a clinically integrated joint venture of its physician members. 

Given the current extensive relationship between TriState and InforMed, and the 

information and support systems, technology, and ~ther capabilities already available and in use 

through that arrangement, what will the proposed program be able to do or achieve that the 

current arrangement involving TriState and InforMed cannot, and why? What, exactly, will occm 

operationally under the proposed program that is different from, and not currently occurring 

under. TriState's current operations? 

In. Need for Joint Contracting with Payers, and Collective Determination and 

Negotiation of Fees, in Order to Offer the Proposed Program 

What aspects of, or programs or activities that will be part of, the proposed clinical 

integration program are currently in place or operating with regard to TriState's provision of 

services under its existing contracts? Please explain exactly how the proposed program will 

differ from existing practices and programs of TriState. How will the proposed program. differ 

from the utilization and medical management Services currently provided by TriState through its 

.81Tangement with inforMed and its ClIP network? 

You state in your letter that '"having the same- network for all integrated product contracts 

is important to integrating the quality improvement initiatives and medical management services 

into the physicians' practices." How does TriState's proposed program assure that it will have 

"the same network for aU integrated product contracts?" Specifica11y~ why isn't TriState's policy 

of allowing additional physicians to join TriState at any time and participate in the clinical 

integration program - which necessarily will change the composition of the network --

inconsistent with this rationale? Similarly, how is allowing contracted physicians (who represent 

about 2S percent (69 of273) of physicians currently participating in TriState's network programs) 

to decide whether to participate in the proposed program on a contract-by-contract basis 

consistent with the stated necessity of having the same physician network for all contracts in 

order to achieve the network's integration and efficiencies? 

TriState's proposed program anticipates that non-member (i.e., contracted) physicians will 

provide services to patients covered under the program, presumably without substantial loss in the 

program's clinical integration and efficiencies. Such contracted physicians, however, will not 

participate in TriState's joint negotiation of contracts with purchasers and payers, but rather will 

contract individually with those purchasers and payers through a messenger arrangement. If the 

contracted physicians can be an integral part of the clinical integration program without joint 

contracting, why can't the TriState member physicians do so as well? Similarly, you state that 

having the "single integrated network" that will result from joint contracting will enable Tristate 

to "reinforce its in-network referral policy, ensuring that patients stay within the TriState network 

to the greatest extent possible." How is this justification consistent with using contracted 

:physiciansto whom referrals will be made as part of the program. when those physicians 
Page 5 of 6 

participate on a contract-by-contract basis, and different contracted physicians may be 

participating in each contract? Ifpatients referred to contracted physicians are part of the 

integrated provision of care, and this is done without their participating in the joint contracting 

process, why is it necessary for TriState to jointly contract regarding member physicians? 

Conversely, if contracted physicians will not be part of the integrated provision of care under the 

program, why isn't this a significant deficiency in the program's potential for achieving 

efficiencies, given that contracted physicians represent a significant portion of physicians 

currently participating in TriState's network programs? 

In your discussion of the need for joint contracting through TriState. you state (page 29 

of your initial submission) that "[a]bsent assurance of participation in TriState's contracts, and 

thus a sh~ of the revenue generated by those contracts, the physicians would have less incentive 

to devote substantial time" to the various activities necessary to successfully implement the 

proposed program. While we understand that physicians may need to recover the opportunity 

costs of their participation in a program that requires additional time and effort on their part, or 

desire to make a profit from development of such a program, it is not apparent why that payment 

or profit needs to come from presumably higher, jointly agreed upon. fee-for-service charge 

levels by the physicians for their underlying medical services provided under the program. 

Regarding the discussion in your initial submission -of a future "pay-for-performance" 

component of TriState's operations, it is our understanding-that your CUIl'ent request for an 

advisory opinion is not premised on an assertion of financial integration among.TriState's 

physicians based on this possible future activity. However,. you state that, in order to implement 

that program, "TriState believes that it will need to coUect a year or more of perfonnance data 

from its physicians, showing the success of its clinical integration strategy for self-insured 

employers and smaller payers. Thus, it will need to contract on a fee· for-service basis for some 

period· before it is able to implement its P4P program... Ris not -clear whether you therefore are 

separately asserting that such fee-for-service contracting isjustified at this time as-reasonably 

necessary (i.e., "ancillary',) to implementing a financially integrated, efficiency enhancing, joint 

venture among TriState physicians in the future. 

IV. Mark~t Factors 

What basis does TriState have for believing that payers or other potential customers will 

be interested in contracting with TriState for the proposed program? Have any payers or other 

potential customers (e.g., employers) expressed any views regarding the proposed program or 

TriState's current programs and operation? 

Regarding the ''non-exclusive'' participation of TriState physicians in the proposed 

program, you discuss their freedom to contract individually and directly with payers. Is there any 

restriction or limitation on the ability of TriState physicians to also become members of other 

physician or provider networks, including other clinically integrated arrangements? 

Thank you for your consideration of this request for additional infonnation. While we 

have tried to be complete in our request, it nevertheless is possible that we subsequently may 
Page60f 6 

require some further information or clarification regarding the proposed program. If you have 

any questions, please caU me at (202) 326-2744. 

Very truly, 

~ David M. N8lTOW 
Ober, Kaler. Grimes & Shriver 

Attomeys at law 

1401 H Street. NW, Suite 500 

Washington, DC 20005·3324 

202-408·8400 Fax 202·41J8.0640 

www.aber.com 

VIA COURIER 

David M. Narrow, Esq. 

Federal Trade Commission 

601 New Jersey Avenue, NW 

Washington, DC 20001 

Phone: (202) 326-2744 

Dear David, 

July 18, 2008 

Christl J. BralRl 

cjbraun@ober.oom 

202-326-5046 

Offices In 

Maryland 

Washington. D.C. 

Virginia 

This letter responds to your January 24, 2008 Jetter regarding the advisory opinion 

request by TriState Health Partners, Inc. ("THP"). THP's management, committees, and 

Board have spent considerable time working through, and addressing, your questions and 

concerns, and, as a result, they have made some changes to their proposed program. In 

addition to addressing your questions, this letter wil1 explain the changes that have been 

made. Many of the answers to your questions come directly from THP and are written 

from their perspective. This reply contains 11 sections, but focuses on the following nine 

major areas: 

• THP contractors and how THP wil1 address their status going forward. 

• THP members and how THP will address current and future membership 

requirements including securing commitment to clinical integration. 

• The roJe of the Washington County Health System, Inc., and its 

subsidiaries in clinical integration. 

• The relationship between InforMed and THP going forward. 

• THP's experience in diabetes management and how this supports the 

expectation that THP will be able to achieve the interdependence and 

cooperation necessary to obtain the program's intended efficiencies. 

• How THP's clinical integration program will be similar to and different 

from current THP programs and operations. 

• Payer interest in the clinical integration program. 

• THP's pay-for-performance plan and it's affect on the FTC's legal 

analysis. 

• The reasonable necessity of THP' s joint contracting on behalf of its 

physician members. 
o B E R I fPro1~r!! 

David M. Narrow, Esq. 

July 18, 2008 

Page 2 of38 

I. Contractors 

The following is expected to address questions raised on pages 3 and 4 of your 

letter regarding THP contractors. 

Background - When THP was formed in 1994, certain physicians in the 

community elected not to join the PHO (Physician-hospital organization) with reasons 

including: 

• Lack of desire to.pay the membership fee ($2,000 during the 90-day open 

enrollment period and $2,500 thereafter, unchanged since inception). 

• Desire to remain independent practitioners and a fear of joining any 

organization that could restrict their autonomy. 

• General reluctance to join any organization that smacked of insurance or 

managed care. 

• Recognition by a few that the PHO needed their services more than they 

needed to join the PHO. 

• Service areas predominantly outside of Washington County. 

• The PHO's inability to assure a return on investment because the PHO 

was formed as a membership, as opposed to stock, corporation. 

From about 1997 to date, THP's major client for network and medical 

management services has been the Washington County Health System Employee Health 

Benefit Plan ("WCHSI Plan" or the "Plan"). The Plan insisted that several of these nonmember physicians or physician groups needed to be included in the THP network in 

order for the Plan to have a viable network to care for its enrollees in a cost-effective 

manner. 

To provide an adequate network for the Plan, THP's response was to create a 

"contractor" status within the PHO. These practitioners would have no governance 

rights, nor would they share in distributions, if any. But these practitioners did agree to 

accept the Plan (InforMed) fee schedule and not balance bill Plan enrollees. This 

arrangement has worked very weJI for the past ten years for the Plan and other selfinsured employer groups who have accessed the THP network. The contractor status also 

has been used as a convenient designation for non-physician practitioners (e.g., nurse 

midwives) who provide care to Plan enrollees but do not qualify for actual THP 

membership. 

Discussion - THP has come to realize that to develop a clinically integrated 

network, continuation of the contractor status within THP is not viable. THP lacks the 

ability to secure unfettered commitment to its clinical integration strategy, including the 

efficiency-producing initiatives, from these contracted practitioners. Even with a 
o B E R f !<~~Cm~~ 

David M. Narrow, Esq. 

July 18,2008 

Page 3 of38 

requirement that these practitioners sign the "Participating Provider Contract - Clinical 

Integration," THP could not guarantee to payers that these practitioners will be 

committed to the success and guiding principles of clinical integration. Nor could THP 

guarantee that each contracted provider would commit to participation in each payer's 

contract; thus, it could not have a single network of committed practitioners, which it 

believes is integral tQ the success of its integrative efforts. 

THP also recognizes that its network of member physicians is small when 

compared to that of CareFirst BlueCross BlueShield or United Healthcare, but 

beneficiaries of these plans will have access to the entire plan network, which far exceed 

the THP network by sheer numbers and geography. Critical to the success ofTHP's 

strategy, however, is access to all payer claims data for these enrollees. As the Electronic 

Health Record ("EHR") is populated with claims data from practitioners outside of the 

THP membership, THP will be able to examine the care of these enrollees and determine 

whether the care is being managed in accord with the principles ofTHP'sclinical 

integration strategy. THP, then, will be able to provide plans with the data necessary to 

review the patient care being provided by the plan's entire network. Over time, it is 

expected that THP will be able to demonstrate to employers, plans, and enrollees the 

value of the quality its committed CI network provides over the benefit of the larger size 

of the commercial plan networks. 

In our letter ofJuly 9, 2007, we reported a total of69 contractors; as of this date, 

the number is 70. THP is in the process of eliminating the contractor status by offering 

options to these practitioners. 

1. With a few exceptions (see 2. foHowing), the contractors have all been 

offered a one·time opportunity to join THP as a Class I member. Those 

who have either joined, or are in the process of joining as of the date of 

this letter, already have met the credentialing standards ofTIIP. As a 

condition of their invitation to join, they must agree to meet the standards 

for commitment to clinical integration, as outlined later in this letter. 

2. The exceptions from an offer to join THP either are not eligible for 

membership in THP (15 Licensed Clinical Social Workers) or are . 

currently employed by the Class II member and not eligible for 

membership (the 4 nurse midwives). The Licensed Clinical Social 

Workers will be given the opportunity to direct·contract with Community 

Health Partners ("CHP"), the regional network owned by InforMed. 

3. The practitioners offered membership in THP who elect not to join THP 

and participate in its clinical integration program, will be able to directcontract with CHP. As part of the CHP network, they will be part ofa 
o BE R f ~o1~JCo~~ David M. Narrow, Esq. 

July 18, 2008 

Page 4 of38 

second tier network (higher copay and lower benefits, unless waived due 

to medical necessity) available to the WCHSI Plan enrollees and the 

claims data will be added to the enrollees' EHRs. In the event that Plan 

enrollees see CHP physicians, the THP physicians, through monitoring of 

their patients' EHRs, should be able to detennine whether or not their 

patients received guideline-directed care from the CHP physicians and, 

through follow-up care, make up for any omissions. Although its 

achieved efficiencies may not reach the level of a closed-panel product, 

THP intends to do what it can to optimize the quality of care its patients 

receive, even if those patients self-select and receive some care outside 

THP's network. 

II. THP Mem bersbip 

The following should address your questions on pages 2 and 4 of your letter 

regarding THP's membership, in particular how THP will address access to membership 

and commitment to the program by its members. 

THP has been an "open-PHO" since inception. Generally speaking, any 

physician who met THP's credentialing standards, which are similar to NCQA's, was 

able to join the PHO. To date, no physician's membership has been involuntarily 

tenninated. Moving forward, however, it is THP's intent to be much more selective in 

allowing new physicians to join. THP is developing a policy intended to ensure that 

physicians who join THP at the inception of its clinical integration program, and in 

limited numbers later, are committed to the program objectives of controlling costs and 

assuring quality care. 

Many ofTHP's members are practice groups, as opposed to individual 

practitioners. THP recognizes that, generally, the entire practice is involved in the care of 

a particular patient.) THP's program will be focused not only at the individual physician 

level, but also at the practice level. Therefore, the entire practice needs to commit to the 

clinical integration principles of collaboration, cooperation, and mutual interdependence. 

In order for a practice's participation agreement to be ratified, each member of the 

practice must sign an attestation agreeing to committed participation in THP's clinical 

integration program. The failure of one physician in a practice to either commit to, or 

adhere to, THP's programs of continuous process improvement will place the entire 

practice's continued participation in the program at risk. 

J Group members generally provide call coverage for one another and may see each other's patients when 

scheduling problems arise. In addition, practice group members often discuss patients' treatment option 

with each other, particularly in complex cases, and surgeons may even assist one another. 
o B E R I !<_~~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 5 of38 

In order to assure purchasers of the clinical integration product that THP. can 

deliver an entire network of providers absolutely committed to the guiding principles of 

improving quality and controlling costs through collective behaviors, THP has 

detennined that once THP's current membership has had an opportunity to detennine 

whether or not they wish to participate in THP's clinical integration program, the PHO 

will be closed to new members with the following exceptions: 

1. Current members who decline to participate in THP after the 60-day open 

enrollment period for the CI program will have limited opportunities to 

participate later. An exception may be made for those physicians who are 

in limited-access specialties or serve a geographic region currently not 

served. In addition, THP will conduct an annual, 30-day open-enrollment 

period for those physician members who declined initial participation in 

the program but are reconsidering their original non-participation decision. 

All requests for reconsideration win be reviewed by the THP Board of 

Directors on a situational dependent, case-by-case basis following an 

independent, third-party analysis of need. These physicians would need to 

present clear and compelling commitment to nIP's guiding principles of 

clinical integration before they can be reinstated as members. 

2. Physicians new to the community joining existing member practices, such 

as taking the place of retiring or relocating physicians, will be expected to 

join TW and agree to participate actively in the group's commitment to 

clinical integration. Failure to do so may place an entire practice group's 

continued participation at risk. 

3. As detennined by the Board of Directors. physicians who wish to join 

THP in the future and who either are in a must-have specialty or provide 

services in a geographically under-served area may be eligible to join 

nIP, as detennined by an independent, third-party needs analysis. Again, 

the Board of Directors will make these detenninations on a situational 

dependent, case-by-case basis only after the physician has been able to 

demonstrate clear and compelling commitment to the program. 

THP has not yet distributed the "Participating Provider Contract - Clinical 

Integration" ("new contract") to the membership. We await any concerns or changes that 

may need to be made to the new contract following review by the FTC. We acknowledge 

that once the new contract goes out to the membership, any changes requested by one 

physician must be made for all, if approved by the leadership. In an attempt to mitigate 

the possibility that the membership may have numerous lawyers reviewing individual 

2 New physicians will be expected to meet the THP credentialing requirements. 
o B E R Il<Prof1Jtc!! 

David M. Narrow, Esq. 

July 18, 2008 

Page 6 of38 

contracts, THP paid for the services of an independent lawyer to represent the interests of. 

the physicians in the preparation of this contract. The President of the Medical Staff of 

WCHA (an independent, private~practicing THP~member physician) selected a lawyer 

known to most of the membership and who has represented their interests for many years. 

THP acknowledges that when the contract is released for review and ratification 

by the membership, individual members will have concerns, especially with the no optout provisions. The THP Communications Committee has developed a plan for 

disseminating the new contract to the membership. The Committee fonned a "Messenger 

Training School" whereby six physician volunteers have agreed to serve as messengers to 

communicate the clinical integration strategy, in detail, to their peers in what the 

Committee has referred to as a "retail sales" strategy. These physician messengers also 

are prepared to discuss with their peers the elements of the new participation contract and 

the eventual closing of the PHO to new members. 

These physician leaders collectively recognize that society's focus is changing 

from, "how much is paid and who pays" to "what is society getting for our healthcare 

dollars." They recognize that the traditional independent practice of medicine, in the 

absence of a platform for putting individual best interests aside for the collective good of 

the whole, is a failed business model for making significant gains in improving quality 

and controlling costs. 

Most importantly, the physician messengers have volunteered to serve in this 

capacity because of the value they see for the community of physicians coming together 

under a clinically-integrated model represented by a high degree of cooperation, 

collaboration and mutual interdependence. These six physicians, plus the more than 40 

physicians currently serving on various THP committees, are the early adopters of 

clinical integration. 

Although THP has not as yet introduced the new participation contract, it has no 

reason to believe that more than a few current member practices will decline initial 

participation. Rather, the general tone among the membership is cautious optimism that 

the program will be viewed by the FTC as one that, once fully implemented, will achieve 

demonstrated superior outcomes at demonstrated superior cost savings to their patients 

and the purchasers of health care. With over 20 percent of the membership already 

represented on different clinical integration and governance committees and additional 

physicians serving in an ad hoc capacity as consultants to the development of clinical 

practice guidelines, THP believes a significant portion of its members will join the 

clinical integration program. 

THP has a vested interest in providing a comprehensive network to payers. 

Network access is a very important component of any managed care strategy. However, 
o B E R I !<Pro~Jco~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 7 of38 

TRP is not willing to sacrifice quality for quantity-every physician who agrees to 

participate in the clinical integration program will acknowledge their commitment to 

fully support the tenets of the program by assisting in the development of, and practice to, 

the clinical practice guidelines created in collaboration with their peers, utilizing the tools 

embedded in the ERR, and showing progress towards continual process improvement 

("moving the mean"). 

The Quality Improvement Committee ("QIC'') is focusing on continuous 

improvement and ongoing initiatives that will sustain the long-term commitment to 

THP's clinical integration objectives.3 THP, through the active collaboration of its QIC 

and Credentialing Committee, and oversight by the Clinical Integration Oversight 

Committee, will use data from the ETG and EBM Connect data sets during the biannual 

recredentialing process and at periodic intervals through the year to identifY best practices 

and monitor movement of the mean for the individual physician, the individual group 

practices, and the entire PRO, and report progress or lack thereof. Continual process 

improvement by individual member physicians will result in successful recredentialing 

and signify one's continuing commitment to the success of the program. Continued 

failure to show improvement will result in peer intervention and could result in eventual 

termination from the PRO, if improvement is not seen. 

When the leadership decided to embark on a clinical integration initiative, they 

made it clear that it was not their desire to cull the outliers. Rather, a guiding principal 

has been THP's goal to "move the mean" for the entire network, fully recognizing that 

the day may come when it may be necessary to cull the outliers from the network. THP 

has the will to cull, but prefers, initially, to work with the entire community of physicians 

to give them the tools to move their individual mean. The Symmetry suite of software, 

integrated by InforMed and customized by THP, gives THP the ability to tum data into 

information; the "heavy lifting" will be the community of physicians coming together 

under a clinically integrated program to turn that information into action. 

By example, utilizing actual data from the fourth quarter of 2007 for its current 

diabetes in more detail in Section VI THP knows 

3 NOTE: Since the July 9, 2007 THP request for an advisory opinion Jetter, the Service Improvement 

Committee, charged with monitoring the compliance to clinical practice guidelines, has been collapsed into 

the Qle. The physicians, after meeting several times, believe that the clinical integration objectives are 

better served by having the same committee that develops the guidelines also monitor those guidelines. 
o B, E R I !<~co~at~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 8 of38 

The QIC will use data 

as achon mem at large, and the findings will be 

incorporated into the evaluation process. Specifically: 

1. What can the selected PCP learn from the rest of the membership in order 

to favorably decrease hislher patient hemoglobin Al C scores? 

2. What can the membership learn from the selected PCP to increase their 

annual screening rate for diabetic retinopathy? 

3. Using the fourth quarter 2007 as a baseline, how will the membership 

show improvement over time by moving the mean from_overall 

compliance to incrementally increasing goals and established "stretch 

targets"? 

III. Other Specific Responses Relating to Members and Membership 

Following are other specific questions regarding membership concerns that 'the 

FTC raised and our responses. 

1. Membership Update 

Attached as Exhibit A is an updated membership chart, which shows the current 

number ofTHP member physicians and practice groups in each medical specialty. At 

this time, THP has a total of212 physician members, 41 of which are employees of 

WCHSI or one of its subsidiaries. 

2. Does TriState have any experience under its capitation program or 

otherwise in dealing with physicians who are either non·compliant or performing 

at sub-optimal levels regarding programs or standards under which TriState has 

operated? 

TriState is in the very early stages of development of clinical practice 

guidelines. To date, 18 have been approved by the Board of Directors although 30 are 

in various stages of development and review. None of the guidelines have been 

disseminated to the membership as of yet, as THP also is in the very early stages of 

determining which metrics initially will be measured, how they will be measured, and 

how this will be communicated to the membership. 

THP does have several examples of successfully .... ..,' .... ,'6 
o B E R I !.<~l-c!.~ 

David M. Narrow, Esq. 

July 18,2008 

Page 9 of38 

The second example applies to THP's diabetes disease malIlajgerneIlt 1>lrOwram 

the WCHSI Plan 

3. Is this ($2,500 "joining fee") a new fee for existing TriState physician 

members to participate in the proposed program, or is it a pre-existing 

requirement for membership in TriState generally, that already has been paid by 

those physicians who currently are members, and therefore will only apply to new 

TriState members? . 

The "joining," or membership, fee as established in 1994 was, and continues to 

be, a one-time fee of $2,500. THP gave a $500 discount to those physicians who joined 

in the first 90 days. The membership fee has remained $2,500 since the close of the 

first 90-day open membership period and has been paid by all new members since then. 

Changes to the membership fee are at Board discretion, but no changes are anticipated. 

All future, new members will be required to pay the membership fee. 

4. If the latter, will there be any additional fees charged to current 

TriState member physicians who already have paid the $2,500 joining fee in order 

for them to participate in the proposed program? 

At this time, no additional fees are expected to be required of the membership. 

Capital contributions and retained earnings from network access, medical management, 

and health risk assessment fees charged to self-insured employer groups have been 

adequate to fund THP operations to this point. THP plans to continue funding its 

operation from payer network access and medical management fees. In the event that 
o B E R I ~~J~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 10 of38 

THP's operation costs and the costs of the EHR exceed THP's income, the THP Board 

does have the ability to assess THP's members. 

5. What other financial "investment," if any, will TriState member 

physicians be required to make in the proposed program (e.g., computer 

hardware/software, etc.)? 

One hundred percent of THP member offices currently have computers and 

internet access, which are requirements of all members for participation in the clinical 

integration program. The estimated annual cost to a physician office for high speed 

internet access is $600, with an annual modem fee of $60. Because 69.8 percent of 

THP practices are already using the THPlInforMed online system for administrative 

functions (e.g., referrals and claims submissions) related to Plan enrollees, many offices 

may not require additional hardware. Physician offices generally embrace this 

technology and have made the necessary purchases that help to increase office 

efficiency. The remaining offices that are not currently accessing the online system 

will likely need to add additional computers and printers. THP estimates that cost to be 

approximately $2600. 

THP anticipates that each physician will be required to attend four hours of 

training. After checking with several offices (both primary care and specialists), THP 

estimates the potential lost income of this attendance is approximately_per 

physician. Office staff will receive the same four-hour training as physicians, with the 

addition of customization of the EHR for the practice. The cost to the practice for 

training of the office manager would be approximately_for wages, and the cost to 

the practice for each nurse's training would be approximately. For the average 

two-physician practice, a four-hour training session will cost the practice approximately 

$2500. 

The rate limiting factor for the success of the EHR is having enough covered lives 

in the data warehouse to make the office effort worthwhile. THP is unsure what the 

critical mass requirement is, but does realize that the current number of covered lives 

(less than 6,000) is not sufficient. Anecdotally, THP has heard that physicians will use 

the EHR in one or more of the following four ways: 

a. Several physicians have reported that they want the capability to 

have the applications available to them when the patient is sitting 

in front of them, and they wish to be able to log-in and pull up the 

chart. Those physicians may need to purchase additional hardware 

and internet access capability (hardwire, wireless, etc.) in order to 

use the EHR in this fashion. 
o B E R I ~DCJC!l 

David M. Narrow. Esq. 

July 18, 2008 

Page 11 of38 

b. For most practices, it is expected that the receptionist will print the 

EHR for each scheduled patient and place it on top of the patient 

chart for the physician to review during the patient visit. This also 

may require additiOIial hardware, such as a dedicated computer and 

printer. 

c. In order to move the mean, physicians have identified 

opportunities to use the EHR to reach out to non-compliant 

patients and schedule them for appointments. Again, this may 

require additional time investment by the physician and office staff 

to identify non-compliant patients and contact those patients. 

d. At the request of the physician, THP's nurse case managers will 

review the EHR and forward to the physician areas of noncompliance or concern. Physicians will then have an additional 

time investment in determining how to become compliant, or, if 

the non-compliance is due to patient non-compliance, how to assist 

the patient. 

It is noteworthy to mention that three physician directors attended the full-day 

seminar at the Federal Trade Commission on May 29, 2008 and that four physician 

directors and one physidan cominittee member attended a full-day seminar in Chicago on 

June 25, 2008. A full-day out of the office for these eight physicians, plus a half-day out 

for travel to Chicago for the five, represent a considerable loss of income for these 

practitioners, but speaks volumes about their commitment to the success of the program 

and their willingness to convey lessons learned to their peers. 

6. Will member physicians participating in the proposed program be 

required to make any non-financial investments in the proposed program (e.g., 

personal participation in program activities or committees, training of themselves 

and/or their office staffs, etc.)? 

As stated earlier, over 40 physicians currently are participating in formal 

committees and governance. Many more physicians, although not formal committee 

members, have served on an ad hoc basis, assisting in the review of clinical practice 

guidelines that impact their specialty. It is expected that virtually the entire 

membership, at one time or another, will participate in the development of some 

component of the program. This not only is an expectation of continued membership in 

THP,4 but also an affirmation of commitment to clinical integration. 

4 See _of the newly revised Participating Provider Contract, which is Exhibit B to this letter. 
o BE R f l<Pm1~~CQL~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 12 of38 

Every physician and their immediate support staff will be required to attend 

training sessions on the use of the EHR, as noted above. Office staffs generally are 

very familiar and comfortable already with the basics of the software, as they use the 

software for InforMed referral management, claims submission, and enrollment 

verification. We anticipate that the office staffwill adopt the EHR quickly, due to their 

current familiarity with the basic system, and can be expected to be an excellent frontline resource for keeping the physicians informed. 

7. What will be the nature and extent of participation by TriState 

member and contracting physicians in the Clinical Integration Oversight 

Committee and its six sub-committees? 

The Clinical Integration Oversight Committee ("CIOC") is composed of the 

chairs of the five sub-committees-Quality AssurancelUtilization Management 

("QAlUM"), Credentialing, QIC, Pharmacy Benefits Management, and Care 

Coordination. The CIOC Chair is a physician Board member. 

As of this writing, 35 physician members fill 51 physician governance positions. 

This excludes the medical director, who serves on 7 governance committees, attends the 

Board of Directors meetings, and also is a Class I member of THP. The physicians who 

serve in multiple roles, for the most part, are Board members who serve on committees, 

and committee chairs, who also serve on the CIOC. 

The current Class I physician participation in each committee, including the 

medical director, is as follows: 

Board of Directors - 9 

Clinical Integration Oversight - 6 

Quality AssurancelUtilization Management-5 

Credentialing - 5 

Quality Improvement - 11 

Pharmacy Benefits Management - 4 

Care Coordination - 1 

Communications - 4 

Bylaws-4 

Nominating - 5 

Contracting Finance Administration - 6 

To date, very few physicians have said "no" to a request to join a THP CIOC 

sub-committee or any of the other standing committees (Communications, Bylaws, 

Nominating, and Contracting Finance Administration) and those that have had very 

good reasons. All committees currently have a sufficient number of volunteers serving. 
o B E R I ~o~l-ca.~a1~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 13 of38 

It is anticipated that the QAlUM Committee will add 4 additional physicians in 2009, 

while the QIC will add an additional 5 physicians as the committee begins to focus on 

quality metrics. 

THP anticipates no problems in filling vacancies as physicians determine that it 

is time for them to rotate off of a committee. THP currently has no plans to impose 

term limits. As long as the leadership determines that a volunteer committee member 

continues to contribute in a positive manner and attend meetings, there would be no 

compelling reason to arbitrarily tell that physician that hislher services are no longer 

needed. While all of the standing committees have many new members, the two oldest 

committees- Quality Assurance / Utilization Management and Credentialing-have 

members who have served since inception (1995). These physicians have been critical 

to the development of the clinical integration program, have a vast amount of 

institutional history and perspective, and are looked at as'leaders of the program; 

Again, THP has no plans or desire to arbitrarily rotate them off of these key leadership 

positions. THP has, however, included a requirement in its participation contract that 

each member physician commit to serving on a CIOC sub-committee if and when 

called upon. S 

8. Will TriState require participation by all or certain TriState 

member pbysicians on any committees, subcommittees, or in otber organization 

activities regarding tbe performance of physicians other than themselves (i.e., 

relating to their interdependent, as opposed to individual, performance)? 

The QIC is committed to the process of utilizing data to review the activities of 

their peers in order to achieve continual process improvement and "move the mean." 

This includes the development of reporting mechanisms and actual presentations to the 

physicians, which will show where each physician meets standards or needs 

improvement. The committee is prepared to reach out to other physicians for assistance 

in this process, and the membership will know that their participation is a requirement 

of the program. 

Physicians, perhaps more than most other professionals, are hesitant to sit in 

judgment of their peers lest those same physicians sit in judgment of them. In addition, 

physicians rely upon other physicians for referrals; any actions taken by one physician, 

such as advising another that hislher practice patterns are not up to the community 

standard, needs to be done very carefully. The leadership fully recognizes, though, that 

the way things have been done in the past is not sustainable for the future. 

s See ••••• of the Participating Provider Contract, attached as Exhibit B. 
o B E R I !<~~J~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 14 of38 

Continual process improvement and resultant population health improvement 

will not occur without the courage to confront performance issues. The entire 

membership will be required to participate in these activities when caned upon. This is 

an expectation of continued membership in THP and participation in the program and is 

embedded in the new contract. The QIC will be developing improvement goals, issuing 

"report cards" to the member physicians with recommendations for improvement, and 

working with those physician groups needing improvement. 

Specifically, all physician members ofTHP will be expected to participate when 

called upon, and when appropriate, in quality improvement activities to include, but not 

be limited to: 

a. Challenging peers to improve. 

b. Sharing "best practice" ideas and methods with competitors in a 

manner that will help all Jearn and improve. 

c. Mentoring practices that demonstrate difficulty in achieving 

quality improvement. 

d. Reviewing patient files of lower performing physicians and 

making recommendations for improvement. 

e. Leading training sessions in specialty-specific clinical practice 

guidelines and assisting colleagues in implementing those 

guidelines. 

9. Please explain how Sections of Exhibit 9 of your 

original submission ("TriState Member Participating Provider Contract - Clinical 

Integration") are consistent with TriState's purportedly operating as a clinically 

integrated joint venture of its physician members. 

Section_of the original contract states, "Provider agrees and acknowledges 

that he or she remains solely responsible for all clinical judgments he or she makes with 

respect to his or her patients." Section. states, "For the purpose of this Contract and 

all services to be provided hereunder, each party is, and will be deemed to be, an 

independent contractor, and, except as provided in_of this Contract, not an agent 

or employee of the other party and neither may hold itself out as an agent or employee 

of the other party." The FTC staff should note that these provisions are standard 

contract provisions. There are two main reasons that these provisions are included in 

the contract, neither of which affects THP's integration. 
o B E R I fPro~.1 Co~a!~ 

David M. Narrow, Esq. 

July 18,2008 

Page 15 of38 

First, these provisions are intended to preclude THP from liability in a 

provider's medical malpractice case. Even though THP's physicians will be guided in 

their practice by THP's guidelines, only the physicians will know whether following a 

guideline is the appropriate treatment for their patients. For example, a THP guideline 

may call for the prescription of aspirin to heart patients. Only the physician will know, 

though, whether a patient has an aspirin allergy that would contraindicate prescribing 

aspirin. Thus, the physicians must be responsible for assessing the patients and, 

ultimately, making treatment decisions. 

Second, the Maryland Board of Physicians, the Maryland physician licensing 

body, has taken the position that a corporation may not employ a physician unless it is: 

1) a professional service corporation; 2) a hospital; or 3) a health maintenance· 

organization. Therefore, THP cannot legally control its members' clinical decisionmaking, nor can the physician members be anything other than independent contractors 

ofTHP. 

Even if these . legal justifications were not present, the contract provisions would 

still not be inconsistent with THP's operation as a clinically integrated joint venture. 

Clinical integration is a partial integration of providers who combine some, but not all, of 

their business activities through the joint venture. If the physicians were employees of 

THPor THP otherwise controlled their practices, THP would be a fully integrated entity 

and there would be no question as to. whether there was sufficient integration for THP to 

contract with payers on their collective behalf. 

10. Regarding the "non-exclusive" participation of TriState physicians 

in the proposed program, you discuss their freedom to contract individually and 

directly with payers. Is there any restriction or limitation on the ability of 

TriState physicians to also become members of other physician or provider 

networks, including other clinically integrated arrangements? 

THP does not restrict its members' ability to join another physician or provider 

network. The only restriction regarding other networks is that a Class I THP Board 

member may not serve on the Board of Directors of another provider arrangement. As 

for joining a clinically integrated network, THP is not aware of any other initiatives in 

this area to form a clinically integrated network. THP is following the activities of 

other provider organizations in our market area, however. Should such an initiative 

arise, THP will evaluate, at that time, whether or not imposing such restrictions are both 

viable and legal. Our concern is that if the quality improvement initiatives of another 

such arrangement are significantly different than those ofTHP, THP's program could 

be jeopardized. Again, counsel will be consulted before decisions are made regarding 

permitting participation in such arrangements. 
o B E R I ~~l-Cott~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 16 of38 

IV. Role of Washington County Hospital Association and the Health 

System 

This section will discuss the advantages and disadvantages to THP of having the 

Washington County Hospital Association ("WCHA") and its ancillary business entities 

as partners in the clinical integration strategy. It also will discuss the advantages and 

disadvantages to the Hospital and its ancillaries of participating in the program. Suffice 

to say however, the hospital leadership is 1 00 percent committed to the success of the 

partnership and, to date, has taken absolutely no actions that could be interpreted as 

anything less than full support. As will be evident from the discussion, WCHSI is more 

than a contracting payer for the program, and WCHA is more than a member ofTHP, 

an investor, a partnering provider, and a competitor. 

Advantages to THP 

1. The Washington County Health System, with about 2,970 employees in 

total, is the largest employer in Washington County (according to the 

2008 Business & Ind~irectory of Washington County). As such, 

the health system has _ total covered lives in its employee health 

benefit plan. There are two major advantages to THP with these 

numbers: 

a. The EHR development, monitoring of baseline compliance to 

evidence-based medicine and clinical-practice guidelines, and the 

evaluation of preliminary practice efficiency indexes would not 

have been possible without an initial large volume of covered 

lives popUlating the data warehouse. The WCHSI Plan has 

provided sufficient covered lives to get the clinical integration 

program started. With these _ covered lives, we are able to 

demonstrate to payers, purchasers, and the physician membership 

the "art of the possible." For many, seeing the technology fulfill 

its potential has truly been an enlightening moment. 

b. The access, medical management, and disease-risk assessment 

fees paid for care rendered to THP's current self-insured 

enrollees, including the WCHSI Plan, have allowed THP to fund 

its day-to-day operations to a level sufficient to build the internal 

infrastructure to support the program. Future initiatives, such as 

a community-wide electronic medical record or development of a 

local health information exchange organization, may require 

capital beyond the capabilities of either partner. There are 

significant advantages to having the hospital as a partner when 

THP will face increased capital requirements to fund the next 

generation of quality improvement initiatives. Funds will also 

come from payers supporting THP programs that produce better 

outcomes for their members, a direct result of physicians 
o B E R I ~rof~~cl~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 17 of38 

providing clinically integrated services to those payers. While 

THP non-clinically integrated programs currently are focused on 

the self-insured market, it is anticipated that the long-term value 

to the community will be with the fully-insured market where 

aggressive care management and clinically-integrated programs 

are essential to population health improvement, increased quality, 

lower costs, and decreased financial exposure to the health plans. 

2. The 50 percent capital contribution by the hospital is not insignificant. 

Again, when matched to that of the physician contribution, these funds 

have provided sufficient funding to date for infrastructure development 

to support the program. 

3. The power of the EHR over other such advancements in technology is the 

marriage of medical claims data with lab values and pharmacy data. This 

marriage would not have been so easily, or possibly, achievable if outside 

reference labs or non-aligned retail pharmacies were used. As an owner 

of the major reference lab in the county, Hagerstown Medical Lab 

("HML") and with about _pharmacy market share through its 

owned pharmacies (Home Care Pharmacy), synergies have been created 

that significantly enhance the value of the program technology to the end 

user. For example, WCHA bills generic revenue codes for lab testing 

performed for emergency room and inpatient patients, so plain claims data 

would not supply useful data for the EHR on the tests performed. Because 

HML is integrated with WCHA, HML is able to transmit to THP for 

inclusion in the ERR lab values for WCHA patients. Inclusion of the lab 

values in the ERR should prevent duplication of tests and allow for better 

tracking of health changes post-discharge, reducing readmissions. 

4. Several of the hospital-employed, hospital-based andjoint-venturealigned physicians serve in prominent leadership and support roles in the 

development of the program. The expertise, counsel, and advice these 

consultants bring to THP may not have been present were they not 

aligned with the PHO through the health system's involvement and 

commitment to the program. 

5. Several key hospital and Antietam Health Services directors and 

managers serve on THP committees. From the hospital, this includes the 

vice president of medical affairs, the vice president of finance, director 

of public relations, director of health management, director of behavioral 

health, both the director and manager of integrated patient support 

services, and the manager of total rehab care. From Antietam, this 

includes the vice president of operations, executive of operations, 

pharmacy benefits coordinator, and four of the clinical pharmacists. 

Without the "H" partner in the PHO, the expertise of these personnel 

would not be realized. 
o B E R I ~'O~i>~C.t~ David M. Narrow, Esq. 

July 18, 2008 

Page 18 of38 

6. As a major employer, the hospital, its executive leadership, and its board 

of directors have a significant presence in the business community. 

These hospital representatives are key to assisting THP in 

communicating its message to other purchasers of health care in the 

community; An example is coordination of introductions to community 

groups where THP can present its strategy for population health 

improvement. 

7. The hospital provides formal forums for presentation of the program to 

key constituents. This includes the quarterly meeting of the medical 

staff, medical staff departmental meetings, and various boards. 

8. The TI-IP member physicians, as partners with the hospital in the clinical 

integration program, will have better alignment with the hospital, as both 

parties focus on outcomes and the care of the patient through the 

treatment continuum. Payers will place high value on the presence of a 

vertically integrated program in the market place because of the potential 

cost savings through the management of patients' care. 

9. According to speaker Toby G. Singer, Esq., at the FTC Clinical 

Integration Workshop of May 29, 2008, clinically-integrated provider 

programs aligned with a hospital partner, such as PHO's, generally are 

more successful due to the hospital's access to capital, information 

technology expertise, funding capabilities, and awareness of Stark and 

regulatory restrictions. 

Disadvantages to THP 

1. A major disadvantage of having the hospital as a partner is the issue of 

patient steerage to the hospital and its rate regulated environment, as 

both inpatient and outpatient rates are non-negotiable in Maryland when 

provided in the hospital setting. Payer fiscal interests are best met when 

as much care as possible can be delivered outside of the hospital because 

those rates of reimbursement are negotiable. As such, payer and THP 

incentives are potentially opposed to those of the hospital. 

THP has long recognized that when services are provided within the 

hospital's own walls for services the hospital also pays for as a selfinsured employer, it is in the hospital's best interests to steer that 

business within. These transactions impact the hospital income and 

expense statements, but not the balance sheet. However, physicians are 

making care decisions based on what is most appropriate and cost 

effective for an individual patient's circumstance. 

To date, however, the issue of steerage to the rate-regulated environment 

has not been an issue when it is not in the best fiscal interests of the non-
o B E R I !<Prot!}. c!l 

David M. Narrow, Esq. 

July 18, 2008 

Page 19 of38 

WCHSI, self-insured health plans managed by THP. For these plans, THP 

steers to the unregulated environment, unless there is a compelling clinical 

reason for utilizing the regulated environment. The hospital fully supports 

these THP steerage decisions, which are made in the best fiscal and 

clinical interests of the clients. 

2. Angst has been expressed periodically-that the hospital could exert 

influence in ways that are detrimental either to THP or to the independent 

physicians. While this has not occurred to date, it almost is a natural 

tension point that always will exist between independent physicians and 

any hospital. At the Board of Directors level, the Class I members 

(physicians) have one vote and the Class II (hospital) has one. There must 

be unanimity for a resolution to pass. To date, this has been an effective 

mechanism for dealing with fears of an imbalance of power at the highest 

level of PHO leadership. 

3. The hospital is viewed by many private physicians as a competitor. As in 

other areas throughout the country, physicians in Washington County have 

been expanding their outpatient services and seeking new business and 

investment opportunities. While the hospital has successfully joint 

ventured with many of these physicians and clearly wishes to continue 

these business arrangements, not all physicians want the hospital as a 

joint-venture partner. This tension is most clearly obvious when the 

hospital insists that the care for which it pays for WCHSI Plan enrollees is 

delivered within the WCHSI system. Several physicians have used 

WCHSI's steerage of Plan enrollees as a reason for not wishing to further 

partner with the hospital. Generally speaking, however, once physicians 

understand the economics from the hospital's perspective, tension 

dissolves. 

Advantages to Hospital 

1. Population health improvement, continuous quality improvement. and 

controlling the escalating costs of healthcare support the mission of the 

hospital and health system. Through its alignment with THP, the health 

system has been able to keep its increase in medical and pharmacy claims 

to_for the past fiscal year o~us fiscal year. For the 

current fiscal year-to-date, the trend is~ Anecdotally, we 

hear of increases year-over-year of 15 percent to 35 percent for local fullyinsured employer groups. One of the hospital's agenda items is to ensure 

that local employer groups-whether fully- or self-insured-have access to 

the successes the hospital has enjoyed as a result of its relationship with 

THP. 

2. As mentioned previously, there exists at all times a state of tension 

between a hospital and its medical staff. Unless the two parties are joint-
o B E R I ~Prof~i1!m~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 20 of38 

venture partners, it is very difficult to align incentives. The PHO, 

however, is a powerful joint venture and medical staff integration strategy. 

As bpth sides continue to work to develop the program, and recognize the 

value the other brings to the process, relationships can only be 

strengthened. This serves as a compelling incentive for the hospital to 

participate in the program. 

3. THP, through its active governance and committee structure, is serving 

as an excellent vehicle for developing physician leaders for the future. 

As these physician leaders learn to work more closely with the hospital 

leadership on THP's clinical integration program, they will gain the 

skills to work more closely with the hospital in medical staff leadership 

positions. From the hospital's perspective, THP membership is a good 

investment in its own future physician leadership development and 

integration strategies. 

4. Under the Maryland's hospital rate-regulated-reimbursement system, 

hospitals have an incentive to receive the incremental admission. The 

hospital fully recognizes that between managed care payers and THP, 

forces external to them will work to keep patients out of the hospital. 

But when that patient does require acute hospital care, WCHA wants to 

ensure that the incremental admission is coming to it. If WCHA is 

closely aligned with THP and its clinical integration program, the sense 

is that the physicians will want to admit to a hospital that adheres to its 

program protocols. 

5. Hospitals in Maryland, under the regulated reimbursement system, have 

a financial incentive to reduce length of stay. The more that care is 

managed by THP and its physician partners, the more the hospital can 

trust that its joint-venture partners are protecting its interests in 

controlling length of stay. 

Disadvantages t~ Hospital 

There are few disadvantages of THP membership to the hospital that have not 

been addressed in one way or another previously. The hospital can be expected to see 

its admissions decrease, but this is happening regardless. The hospital will continue to 

lose outpatient business to the physicians, but this is happening regardless. And the 

hospital will need to continue to match the physicians with capital infusion but again, 

this is an investment that the hospital believes to be worthwhi1e. A venue for the 

hospital to create business partnerships with key physicians and to focus physicians on 

hospital goals (such as reduced length of stay) is an advantage that outweighs any 

significant disadvantages of the partnership. The hospital recognizes that physicians 

drive clinical outcomes and desires to support the physicians in the process. 
o BE R I !<~..1cl~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 21 of38 

V. InforMed Relationship 

The I.nforMed suite of teclmology tools serves as the platform. that supports the 

entire clinical integration program. Specifically, the EHR is the vehicle which 

facilitates the interaction among disparate groups of physicians that will occur when all 

can view, at their individual desktops, the entire continuum of care including office, 

hospital inpatient and outpatient, tertiary facility, in~network, out-of~network, and 

ancillary services including pharmacy and lab values, home care, and durable medical 

equipment. The suite of software also provides the evidence-based medicine 

guidelines, reporting of compliance to those guidelines, predictive modeling, and 

efficiency index comparisons for the individual physicians to local, regional, and 

national databases. 

As critical as the EHR is to THP's clinical integration program, its effectiveness 

is severely limited by a lack of critical mass of data flowing through the data 

warehouse. Currently, the EHR is populated only by those claims for which inforMed 

is the TPA. 

In an absolutely ideal world, every citizen in our community would have an 

individual EHR available at the desktop of every physician and caregiverin the 

community. Because populating the EHR requires claims flowing through the 

InforMed data warehouse, this would require that every claim produced by every 

provider find its way to InforMed, which is unlikely to happen in the near future. 

Although the EHR will be of optimal value if it contains all information for all patients, 

it is not valueless if it only contains information for all patients covered by clinical 

integration contracts. THP's physicians will need some means of seeing for those 

patients whether the guideline-directed care has been delivered. 

THP intends to populate the InforMed data warehouse with claims data from the 

plans with which it contracts. THP will negotiate with payers interested in purchasing 

THP's program to ensure the payers furnish the data that populates the inforMed data 

warehouse. THP is aware that CareFirst BlueCross BlueShield currently makes claims 

data available to InforMed for other client arrangements. If payers are unable to 

furnish the data, THP's fall-back position is to obtain the claims data from its members. 

THP's member participation contract requires all THP members to submit duplicate 

claims to InforMed upon request. Because of the challenges of collecting claims data 

from hundreds of physicians, as opposed to the handful of payers, data collection from 

the members is likely to be a short-term requirement of program participation. 

THP's current clients, including the WCHSI Plan, chiefly relate to inforMed for 

TP A services-claims adjUdication and payment, membership enrollment, stop loss 

insurance placement, etc. THP's relationship with InforMed, however, is more as the 

technology support company. The obvious strength of this relationship is the 

availability of the ERR, in addition to the medical management suite of software 
o B E R I ~o~£c!l 

David M. Narrow, Esq. 

July 18, 2008 

Page 22 of38 

(MMOTS - Medical Management Outcomes Tracking Software). 6 The real value 

InforMed provides THP is its data warehouse capabilities. . 

Once THP begins to sell its program, it anticipates that InforMed will continue 

to serve existing self-insured clients in our market as the TP A. InforMed may even 

develop additional TP A business as a result of its relationship with THP. In fact, THP 

would prefer that future self-insured clients choose InforMed as their TP A because of 

the excellent working relationship developed over the years between the two parties. 

THP, however, does not need InforMed as the TPA for any of its future clients 

who purchase its programs, including self-insured clients. When THP's plan to sell its 

programs to the major payers comes to fruition, it is not expected that InforMed will be 

involved in any role other than THP's data warehouse, software development, and 

technology vendor. What InforMed cannot bring to THP are fully-insured, major 

purchasers. In addition, due to its lack of physical presence in the community, 

InforMed has been relatively unsuccessful at bringing self-insured clients to THP. 

Since our letter of July 9, 

JH"l.U"i~"'l of business developrneIilt. 

Again, 

serves as the A to these new the only 

expectation of InforMed is that it will continue to serve as THP's data warehouse, 

software development, and technology vendor. 

VI. Diabetes Management Program 

On February 1, 2005, THP implemented a three-year diabetes management 

program (the "Program") on behalf of the WCHSI Plan. The Program was intended to 

demonstrate that intensive care management of a population, combined with a network of 

cooperating and collaborating physicians, could have a positive impact on the health of 

these Plan members. THP's Quality AssurancelUtilization Management Committee 

developed, and had continual oversight over, the program. THP was confident of its 

ability to manage this program and put $81,577 at risk. If there were Plan savings, THP 

would receive 50 percent of those savings up to $81,577 (the "stop loss" point), but if 

there were no savings, THP would reimburse the Plan 50 percent of the downside up to 

the stop loss point. Due to the successful results of the program, the THP's share of the 

savings was $79,949. 

6 Of note is InforMed developed the EHR with the active support and involvement of the THP QAlUM 

Committee and management. 
o B E R I f~.l-C!! 

David M. Narrow, Esq. 

July 18, 2008 

Page 23 of38 

A. Program Design 

The Plan agreed to the following THP recommendations for the Program: 

1. 

2. 

3. 

4. 

5. 

6. 

The period 2/1/2004 to 1131/2005 served as the baseline year. The costs of 

managing this population were calculated along with baseline clinical and utilization 

metrics. The Plan agreed that the annual costs during the Program would be adjusted 

each year for comparison to the base year to account for: 

1. Cost increases due to inpatient care rate increases granted by the Maryland 

Health Service Cost Review Commission ("HSCRC"). 

2. Expected increased costs due to the natural progression of the disease, 

determined by the ADA to be five percent per year. 

3. Cost increases due to the addition of a bariatric surgery benefit, a benefit 

not available to Plan members during the base year. . 

B. Physician Involvement 

THP's physicians' engagement and cooperation were critical to the success of the 

program. Specific physician engagement in the program included: 

1. The QAlUM Committee developed the program and monitored the 

program to ensure success. 

2. THP's Medical Director held meetings at which the member physicians 

engaged in a dialogue with THP's staff about the best means by which the 

staff could support the physicians in implementation of the program. 
o B E R I ~~11rll 

David M. Narrow, Esq. 

July 18, 2008 

Page 24 of38 

3. THP physician members worked closely with THP's Disease Managers to 

ensure patients received proper medications, appropriate testing was 

ordered in accordance with the time guidelines, patient were properly 

encouraged to comply with treatment regimens. 

4. Disease Managers encouraged patients to discuss and address health issues 

with their primary care physicians and would let physicians know about 

patient issues, facilitating timelier and better focused treatment. 

1. 

2. 

3. 

4. 

1. 

2. 

3. 

4. 

5. 

C. Population Clinical Results 

D. Population Utilization Results 

a. THP and its physicians successfully directed the right care to the 

right setting at the right time. 
o B E R I ~~i1J;! 

David M. Narrow, Esq. 

July 18, 2008 

Page 25 of38 

b. THP and its physicians decreased the Program population's use of 

high-cost acute-care settings, including the emergency room. 

c. Patients who were admitted to the hospital required more intensive 

resources, as evidenced by a.percent increase in the per diem 

costs over the Program (an amount not entirely attributable to 

HSCRC rate increases). 

d. Patients who were admitted to the hospital, despite being more 

complex than admittees in the baseline year (as evidenced by the 

per diem increases). had shorter lengths of stay. 

e. Physician-patient bonding was enhanced for both established and 

new patients; patients not being seen enough were being seen more 

often, and diabetic patients previously not obtaining preventive 

care were successfully directed to physicians' offices. 

E. Population Financial Results 

1. Overall, the Plan experienced a $159,898 reduction in total costs for this 

population during the 3-year period. Thus, THP physician performance 

was rewarded with 50 percent of these savings, or $79,949. 

2. The Plan experienced a .percent increase in medical management 

costs, paid to THP for managing this population. The medical 

management return on investment (ROJ) was conservatively calculated at 

... somewhat better than commercially available disease management 

programs. 

F. Conclusions 

THP and its member physicians are extraordinarily proud and pleased with the 

results of the Program. Physician participation in this demonstration project was 

voluntary. All physicians and practice groups with diabetic Plan enrollees cooperated in 

the program, with the exception of one primary care practice that did not initially commit 

to the Program but later agreed to participate. 

Clearly, physician engagement and cooperation, with excellent support from THP 

staff, resulted in a successful program. Highly personalized disease case management, 

coupled with a motivated community of physicians, resulted in a positive impact on a 

small (190) patient population with a disease particularly challenging to manage. 
.' 

o B E R I !<~r!.~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 26 of38 

Utilizing lessons learned from the Program and the technology tools provided by 

InforMed, THP and its member physicians are optimistic that the lessons from this 

experience can be extrapolated to the clinical integration program-a larger-scale qualityand cost-improvement effort that will cover mUltiple diseases for a significantly larger 

patient population and require active cooperation and engagement by all members of 

THP. A positive advisory opinion from the FTC will permit THP and its physicians to 

begin discussions with the other health plans in the THP market area, allowing THP to 

reach other community members who can benefit from THP's emerging clinical 

integration strategy and its medical management programs. 

VII. Differences and Similarities Between Current and Future Operations 

The following answers respond to questions raised on page 4 of your letter. 

What aspects of, or programs or activities tbat will be part of, the proposed 

clinical integration program are currently in place or operating with regard to 

TriState's provision of services under its existing contracts? 

With regard to services provided currently to payers under THP's existing 

contracts, THP will continue to offer: 

1. Delegated credentialing. THP's credentialing program exceeds the 

standards set by NCQA. 

2. Utilization, disease, case, and pharmacy management. The fun medical 

management services that THP currently sells health benefit plans will still 

be available for purchase. THP will, however, incorporate certain aspects 

of these services into its clinical integration program, as explained more 

fully below. 

3. Online referral management. The referral management program on the 

THP/lnforMed web site is currently only used for InforMed-contracted 

plans. Following implementation of the clinical integration program, THP 

providers will use the software to initiate all referrals for THP-contracted 

plan enrollees. 

4. Utilization of the Symmetry software suite on the InforMed site. The 

ETG, ERG, and EBM Connect software are currently used by THP staff to 

provide information to contracted payers. This will continue. Currently, 

THP committees make limited use of the software, but that will change 

under c1inical integration. Few THP member physicians even know about 
o B E R llio~c!.~ 

David M. Narrow, Esq. 

Ju1y 18, 2008 

Page 27 of38 

this software right now, but that will soon change as is explained more 

fully below. 

5. Health Risk Assessments ("HRA") - THP utilizes a commercially 

available disease risk assessment tool from BioSignia (Know Your 

Number) that serves as not only a robust predictor of risk for t~n major 

diseases but also as -a powerful tool to reflect the percentage of that risk 

that is patient-modifiable through targeted lifestyle changes. 

Current interactions between THP and its member physician offices are currently 

confined to limited activities, all of which will continue under the proposed clinical 

integration program. These activities include: 

1. Credentialing and recredentialing, including site surveys. This comprises 

close to 80% of the current interaction between THP and its member 

offices. 

2. Administrative assistance solving providers' problems with InforMed and 

THP clients. 

3. Training assistance to the office staff on the referral management and 

eligibility verification components of the InforMed software. 

4. Issuing passwords to the InforMed site for new employees and "resetting" 

passwords when required. 

5. Nurse case managers interact with office staff and member physicians on a 

situational dependent, case-by-case basis. including support to the WCHSI 

Plan diabetes disease management program described above. 

6. Provision of "value add" services to the membership; such as group 

purchasing of supplies and group discounts from a collection agency. 

Please explain exactly how the proposed program will differ from existing 

practices and programs of TriState. 

The proposed clinical integration program will see significantly increased 

interaction between THP member physicians and between THP and its member physician 

offices. These activities will include: 

1. Utilization of the EHR - All physicians will be expected to access and 

utilize the EHR as the main tool for ensuring a high degree of cooperation, 

collaboration, and mutual interdependence, which are lacking under the 

current model. THP will be monitoring closely the "hits" to the EHR from 

its members to ensure the expected utilization and will work with those 
o B E R I fPrm~JCo~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 28 of38 

that may be less than compliant in utilization. THP's physician leadership 

expects that significant utilization of the tool will result in such 

improvements as virtual elimination of duplicate and/or unnecessary 

diagnostic tests, increased compliance with prescription drug utilization, 

increased communication between physicians on coordinated-care plans, 

increased evidence-based-medicine compliance, and improved patient 

education. All plans with which THP contracts will be expected to furnish 

data to the THP/InforMed data warehouse to populate the EHR. 

2. Clinical Guidelines - The QIC, with the assistance of many THP 

members, continues to develop clinical practice guidelines in anticipation 

of a favorable advisory opinion and. the subsequent implementation of the 

clinical integration program. It is the objective of the QIC to create at 

least one guideline for each medical specialty THP's members represent. 

Every physician will be required to comply with the guidelines applicable 

to their patients. 

3. Performance Improvement - Utilizing both the ETG and EBM Connect 

components of the software, THP's QIC and staffwiJI identify both overand under-utilization by THP physicians and use that information to work 

with THP's members on performance improvement activities, with the 

combined objectives of identifying and promoting "best practices" and 

moving the mean on key quality indicators (e.g., increasing colorectal 

cancer screening compliance, lowering HbA 1 C percentage scores, and 

monitoring and improving lipid profile scores). As explained more fully 

in Section IIIabov€::, TIIP also intends to make use of peer education 

opportunities. 

4. Cost Containment Measures - THP's QAlUM committee, with the support 

of THP' s staff, wil1 monitor the cost of care for, and use of resources by, 

each physician. Using report cards, THP will provide feedback to the 

physicians with comparisons to not only their THP peers but also to 

regional and national benchmarks. Physicians identified as high cost 

providers, andlor over/under consumers of resources, will receive 

assistance from THP staff and case managers and, if necessary, counseling 

from peer physicians. 

5. Patient Compliance Assistance - The nurse case managers, when 

requested by a physician, will monitor compliance metrics and work with 

the physician and patient to increase compliance. Physicians who do not 

avail themselves of this support will be monitored to ensure that they are 

practicing to program standards and, if they are not, the QIC may 

recommend intervention by the nurse case managers where appropriate. 
o B E R I ~~1;c .. ~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 29 of 38· 

6. Wellness Programs - THP will be developing additional wellness 

programs with the expectation that its member physicians participate not 

only in program development but also in supporting and promoting these 

programs. 

7. HRA - Currently, THP highly encourages HRA participants to share the 

results of their profile with their physicians, but THP does no follow up. 

After implementation of the clinical integration program, THP and the 

physicians will work together with the participants to assist them in 

modifying and lowering their risk. 

8. Phannacy Assistance - THP currently conducts focused pharmacy reviews 

only on patients with chronic diseases. Under the clinical integration 

program, THP will add to this service assistance with phannacy preauthorizations and methodologies for increasing generic utilization. A 

long-term THP objective is for the Pharmacy Benefits Management 

Committee to develop a single formulary that will apply to all payers 

contracting with THP. 

9. Coding Assistance - As the ERR. is populated with claims data, it is 

imperative that procedure and diagnosis coding is accurate and thorough .. 

While the THP leadership fully recognizes that the data "is what it is," it 

also recognizes that there always will be room for improvement to make 

the EHR more relevant and actionable· . 

working closely with its member physicians and their office staffs to 

ensure appropriate coding. 

How will the proposed program differ from the utilization and medical. 

management services currently provided by TriState through its arrangement with 

InforMed and its CHP network? 

The utilization and medical management services provided by THP currently 

benefit those clients who . . such as the WCHSI 

Payers with which 

THP contracts under the clinical integration program will be encouraged, and possibly 

receive special financial incentives, to utilize THP's utilization, case, medical and disease 

management programs in order to ensure a more seamless provision of care. THP 

recognizes, however, that the major plans in the THP market have invested significant 
o B E R I !i~J-c~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 30 of38 

resources in providing these services and may not wish to outsource them. Regardless, 

they will be required to furnish enrollment and claims data to THP in order to populate 

theEHR. 

It is important to note that THP's current utilization and medical management 

services are primarily provided by THP staff, not its member physicians. Thus, they are 

supplemental services that can greatly benefit, but are not central to, TIIP's clinical 

integration program, under which physicians will be the key service providers. The 

utilization management under clinical integration will be done by the QAIUM and QIC 

committees and will focus more on the use of resources by THP's physicians, as 

explained above. For plans that do not purchase medical and disease management, THP 

physicians will have the assistance ofTHP's nurse case managers for working with highcost and non-compliant patients, so that the physicians will still be able to attain quality 

and cost benchmarks. 

VIII. THP Staffing Update 

THP continues to develop infrastructure to support the PHD and its clinical 

integration programs. Since our letter of July 9,2007, two additional positions have 

been added and there has been turnover in one manager position. 
o B E R I ~~~c!.~ 

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July 18, 2008 

Page 31 of38 
o B E R I ~~ __ ~~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 32 of38 

IX. Payer Interest 

THP has presented its clinical integration strategy and use of technology tools to 

the administrative and clinical leadership of United Healthcare, Coventry and Maryland 

Physicians Care, and to the local medical director of Aetna. The concept has been 

presented to the administrative leadership of CareFirst BlueCross BlueShield and to 

Today's Options, a Medicare private-fee-for-service program that also will be offering 

PPO and HMO products in the THP market in 2009. No negotiations have ensued with 

any of these plans. 

1. United Healthcare, through its subsidiary Ingenix, owns the Symmetry 

suite of software that InforMed has implemented to support THP's 

program. In the summer of 2006, several senior level executives -

including a medical director and an information technology senior vice 

president - visited THP for a 4-hour presentation on the EHR. Due to 

our ability to capture lab values plus mental health and pharmacy data, 

United was intrigued by our progress with the technology, admitting that 

they were not able to use the technology in such a way so as to deliver 

actionable infonnation directly to a physician desktop. A United senior 

vice president has indicated that United is keenly interested in working 

with THP once THP has a favorable advisory opinion. United 

understands and supports the decision not to move forward with any 

negotiations until the advisory opinion is received. It is noteworthy to 

mention that the United executive contacts THP on a quarterly basis to 

inquire about THP's progress. 

United purchased MAMSI Health Plans about three years ago. 

MAMSI's entire senior management team, including the local president, 
o B E R I !<~~JCo~~~ 

David M. Narrow. Esq. 

July 18, 2008 

Page 33 of38 

2. 

3. 

have also visited THP and participated in a demonstration. It was their 

keen interest to 

United. 

significant surprise that any provider would be thinking the way THP 

was thinking; this was a first for him. TIfP is optimistic that United, 

once it is able to resolve the hurdle offumishing claims data to THP's 

data warehouse, will be an important future partner. 

UnitedIMAMSI is the second largest commercial payer in the 

Washington County market. 

C . . fD I h W h' ~ c k 

Coventry is seeking any and all strategies that will enhance its value to 

employers in our market. Senior executives and the plan medical 

director have visited, reviewed the technology, and, like United, await 

the opportunity potentially to partner with us. 

4. The local Aetna medical director has visited and reviewed the 

technology, This physician was clearly 'tnn,rp<:<:pt1 

wants to be abreast of 

5, Senior leadership ofTHP, Washington County Hospital, and CareFirst 

BI C BI Shi ld h d' d th cr 'c I 'nte ~ r f n . ro ~ ram in 

• 
o B E R I ~~Cw~.I~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 34 of38 

6. Today's Options is a Medicare Advantage plan currently offering only a 

private-fee-for-service (PFPS) product in our market. However, Today's 

Options anticipates a migration of the PPPS popUlation to HMO and 

PPO products. This will result if Congress takes much-anticipated 

action on reducing outlays to the PFFS product, a product that has cost 

the federal government, on average, 19 percent more than traditional 

Medicare. 

Once a favorable advisory opinion is received, THP intends to begin active 

discussions with the self-insured under WCHSI Plan, 

United, Today's 

Irst. e are payers give us the platform 

from which to introduce the program to virtually all payers, including other 

governmental programs. 

X. Pay-for-performance 

As noted in the advisory opinion request, THP intends to work with payers to 

develop a pay-for-performance ("P4P") model under which THP physicians will have 

one set of guidelines and will be held to one set of performance measures, across all 

payers, for those guidelines. The following are your questions and our responses 

regarding P4P: 

Regarding the discussion in your initial submission of a future "pay-forperformance" component of TriState's operations, it is our understanding- that 

your current request for an advisory opinion is not premised on an assertion of 

financial integration among TriState's physicians based on this possible future 
o B E R I ~~~~Co~~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 35 of38 

activity. However, you state that, in order to implement that program, "TriState 

believes that it will need to collect a year or more·ofperformance data from its 

physicians, showing the success of its clinical integration strategy for self-insured 

employers and smaller payers. Thus, it will need to contract on a fee-for-service 

basis for some period before it is able to implement its P4P program." It is not 

clear whether you therefore are separately asserting that such fee-for-service 

contracting is justified at this time as reasonably necessary (i.e., "ancillary") to 

implementing a financially integrated, efficiency enhancing, joint venture among 

TriState physicians in the future. 

THP is not requesting an advisory opinion as to whether its proposed P4P 

program will result in sufficient financial integration to justify joint contracting. 

Because THP has not been able to engage in contract-tenn discussions with payers, 

THP is unsure whether payers will initially include P4P in their contracts with THP 

and, if they do, what amount of money the payers may place "at risk" for THP meeting 

specified benchmarks on a set ofperfonnance measures. Without knowing the amount 

at risk, there is no way for THP, or the FTC staff, to assess whether the amount at risk 

would provide sufficient incentive to THP's members to work cooperatively to control 

costs and improve qUality. 

Although it is possible that THP's P4P program could result in financial 

integration of its members at some point in the future, THP intends for the P4P program 

to supplement its clinical integration program and provide a means of partnering with 

the payers to achieve quality and cost efficiencies. As such, THP is not claiming that 

its fee-for-service contracting with payers for its clinically integrated product is 

ancillary to implementing the P4P program. 

THP's statement in its July 9,2007 letter regarding the need to collect a year or 

more of data and provide payers evidence of the clinical integration program's success 

prior to implementing its P4P program was not intended to raise questions as to the 

legality of the P4P contracting methodology, or joint contracting for the clinical 

integration product. Rather, the statement was directly related to the preceding 

supposition regarding payers' potential reticence to set aside their own P4P models. 

Several of the large payers who have expressed interest in THP's program (as explained 

above in Section IX) currently have their own P4P programs. If these payers contract 

with THP on a P4P basis in the first year, they will likely insist that THP participate in 

the payers' own P4P programs. Hence, THP's argument that payers will most likely 

need evidence of the clinical integration program's success-achievement of the 

payers' P4P goals-before those payers will be willing to work cooperatively with 

THP. 
OBER 1~~1£~ 

David M. Narrow, Esq. 

July 18, 2008 

Page 36 of38 

XI. Questions Regarding the Justification for Joint Contracting 

In your letter, you raised a number of questions regarding THP's need to 

contract on the collective behalf of member physicians and its asserted justifications. A 

number of questions raised on pages 4 and 5 relating to the contract physicians are no 

longer relevant, due to THP's elimination of contract physicians. The following should 

address the remaining issues. 

How does TriState's proposed program assure that it will have "the same 

network for aU integrated product contracts?" Specifically, why isn't TriState's 

policy of allowing additional pbysicians to join TriState at any time and 

participate in tbe clinical integration program-whicb necessarily will change the 

composition of the network-inconsistent with tbis rationale? 

As explained in Section II above, THP has made the decision to close the PHO 

after an initial period and to only allow new members to join in limited circumstances. 

With this new policy in place, THP anticipates that additions and deletions will be 

minimal, and THP's clinical integration network should remain fairly unifonn after 

program implementation. There is no expectation that limited additions will have any 

affect on THP's ability to achieve its efficiency goals, and it is likely that payers and 

patients will welcome additions, particularly where they fill gaps in THP's network. 

The minimal additions also should not adversely affect THP's joint contracting 

rationale of ensuring the same network for all integrated product contracts. 

In your discussion of the need for joint contracting through TriState, you 

state (page 29 of your initial submission) that "[a]bsent assurance of participation 

in TriState's contracts, and thus a share of the revenue generated by those 

contracts, the physicians would have less incentive to devote substantial time" to 

the various activities necessary to successfully implement the proposed program. 

While we understand that physicians may need to recover the opportunity costs of 

their participation in a program that requires additional time and effort on their 

part, or desire to make a profit from development of such a program, it is not 

apparent why that payment or profit needs to come from presumably higher, 

jointly agreed upon, fee-for-service charge levels by the physicians for their 

underlying medical services provided'under the program. 

Although THP does hope to sell a premium product for a premium price, THP 

did not intend to suggest that THP physicians will not participate in the clinical 

integration program unless they get paid more than they do currently. Rather, THP 

physicians will not have a reason to invest their time and effort into the program if they 

are not guaranteed participation in the THP payer contracts (regardless of the level of 

reimbursement they receive). Without such investments, the program will not be 

successful. 
OBERI~~!l 

David M. Narrow, Esq. 

July 18, 2008 

Page 37 of38 

XII. Market Power Questions 

In a recent conversation, you asked whether THP, or THP in combination with 

WCHSI or its subsidiaries, would have market power in medical services markets or 

insurance markets. The answer is no. 

A. THP Will not Have Market Power in the Physician Services Market 

As we explained in our July 9, 2007 letter, THP will be a non-exclusive network, 

and, therefore, payers will remain completely free to contract with its participating 

providers directly or through other organizations. Accordingly, were THP to attempt to 

exercise market power by raising prices for physician services above competitive, 

quality-adjusted levels, payers could simply refuse to contract with THP and purchase 

physician services through other venues. As a result ofTHP's non-exclusivity, payers 

will be able to defeat any attempt by THP to exercise market power. To obtain payer . 

contracts, THP will have to price its clinical integration product competitively. 

B. THP and WCHA Will not Engage in an Illegal Tying Arrangement 

We understand that concern exists that THP may condition the sale of hospital 

services on payers' purchasing physician services from it. THP has not tied, and will not 

tie, hospital services and physician services in contracting with its customers. 

WCHA also will not tie the sale of its hospital services to payers' purchasing 

THP's physician services. WCHSI and WCHA are supportive ofTHP's clinical 

integration program and have much to gain, as discussed above, from THP's success. 

7 

THP wiU actively market its clinical integration product to payers and, if asked regarding 

THP's performance, WCHSI representatives will share their Plan's positive experiences 

indicating that THP can deliver a superior product. But WCHA will not force any payer 

to buy THP's clinically integrated product bl conditioning the sale ofWCHA's hospital 

services on the payer contracting with THP. 

7 See the discussion in Section IV regarding the advantages and disadvantages to WCHA for its 

participation in THP. . 

THP and WCHA understand that the advisory opinion will be based on their representations. Assuming 

that the opinion is positive (i.e., Commission staffwill not recommend an enforcement action ifTHP 

proceeds with implementation), both parties know that engaging in activities counter to their 

representations could result in rescission of the opinion and an enforcement action by the Commission. 
OBERI~~"k!~ David M. Narrow, Esq. 

July 18, 2008 

Page 38 of38 

C. THP and WCBSI Cannot Monopolize the Private Insurance Market 

THP and WCHSI, through its subsidiaries, sell products and services to self~ 

insured employers and health insurance plans. Neither THP nor WCHSI sell private 

health insurance.9 A company cannot monopolize or attempt to monopolize a market in 

which it does not compete. Therefore, THP, by itself or through some arrangement with 

WCHSI, cannot monopolize, attempt to monopolize, or obtain any market power at all in 

the market for private health insurance. 

**************************** 

THP appreciates the opportunity to respond to your questions and concerns. 

They have attempted to respond to your questions in as complete a manner as possible. 

If you have any questions regarding any of the above responses or any additional 

questions or concerns with their proposed program, please let me know. 

Best regards, 

Enclosures 

9 WCHSI and three other health systems own Maryland Physicians Care, a Maryland Managed Care 

Organization that is licensed to provide health care services to Medicaid enrollees in Maryland's 

HealthChoice program. 
Exhibit A 
WCHSI TRISTATE 

SPECIALTY EMPLOYEDs MEMBERSs TOTALs 

Allergy, AsthmalImmunology 0 2 (1) 2(1) 

Anesthesiology 0 9 (1J 9(11 

Cardiology 0 14 (4) 14 (4) 

Dermatology 0 3 (2) 3 (2) 

Endocrinology 1 (1) 1 (I) 2{2) 

Family Practice 12(4) 14 (9) 26 (13) 

Gastroenterology 4 (1) 4 (2) 8 (3) 

General Surgery 1 (1) 7 (6) 8 (7) 

G~ecology 0 IJ1) 1 (1) 

Internal Medicine Primary Care 12 (4) 18 (13) 30 (17) 

Medical Oncolo~ 0 1 (1) 1 (1) 

Nephrology 0 2 (1) 2 (1) 

Neurology 0 7 (5) 7(5) 

Neurosurgery 0 4 (1) 4 (1) 

Nuclear MedicinelNuclear Cardiology 1 (1) 0 1 (I) 

Obstetrics/Gynecology 6 (2) 8(3) 14 (5) 

Ophthalmology 0 2 (2) 2 (2) 

Oral & Maxillofacial Surgery 0 5 (2) 5 (2) 

Orthopedics 1 (1) 12 (3) 13 (4) 

Otolaryngology 0 7 (3) 7 (3) 

Pain Management 0 4 (3) 4 (3) 

Pathology 0 4 (1) 4(1) 

Pediatrics Primary Care 0 12(4) 12{4) 

Physical MedicinelRehabilitation 0 4 (2) 4 (2) 

Plastic Surgery 0 1 (1) 1 (1) 

Podiatry 0 8 (3) 8 (3) 

Psychiatry 3 (1) 0 3 (1) 

Pulmonary Disease 0 5 (1) 5 (1) 

Radiation Oncology 0 1 (1) 1 (l) 

Radiology 0 10 (1) 10 (l) 

Urology 0 1 (1) 1(1) 

TOTALS 41 171 212 

19% 81% 100% 

SThe first numbers in the column represent the total number of TriState physicians in each specialty, and 

the number in parentheses represent the number of medical groups within which those physicians practice. 

Revised July 8, 2008 
Exhibit B 
TRISTATE MEMBER 

PARTICIPATING PROVIDER CONTRACT - CLINICAL INTEGRATION 

This participating provider contract ("Contract") is made as of this __ day of 

_____ , 200_ between Tri~State Health Partners, Inc. ("THP"), a Maryland nonstock 

corporation, and the provider identified below ("Provider"), who is a member of THP. 

PROVIDER: 

Name: ------------------ Address: ------------------

Telephone Number: _____________ _ 

Medical Specialty: ___________ _ 
Braun, Christi J. 

From: 

Sent: 

To: 

Subject: 

David, 

Braun, Christi J. 

Thursday, February 26, 2009 1 :50 PM 

'dnarrow@ftc.gov' 

THP TriState Health Partners 

The following responds to your e-mailed questions of February 18, 2009. 

01: The statistics you provided regarding payer penetration/percentage of covered lives in the "market" did not specify 

whether they referred to TriStatelWCHA's primary service area (essentially Washington County, MD), to the larger 

secondary service area, or equally to both. 

A 1: We assume your question relates to the information in the paragraph under Section II.C. of the request letter. The 

statistics represent the payer mix of the majority of WCHSI business units (Le., WCHA, Medical Practices of Antietam, 

Hagerstown Medical Laboratory, and the joint ventures including Robinwood Diagnostic Imaging Services, Endoscopy 

Center at Robinwood, and Robinwood Surgery Center). That is, the statements in the section explain who pays for the 

services WCHSI provides to patients. Thus, in answer to your question, the service area referred to is WCHSl's service 

area, which is the area from which more than 90% of WCHSl's patients come. THP has no reason to believe, though, 

that the statistics would be different if it looked only at patients residing in Washington County, Maryland, which is roughly 

its primary service area. 

Recently, WCHSI completed a review of its payer mix for fiscal year 2008. The numbers that would replace those in 

Section II.C for 2008 are: self-pay 4.4%; Medicare, Medicaid and TriCare 48.3%; workers comp 1.2%; and all other 

(includes private health insurance and self-insured employers) 46.1%. CareFirst BCBS and United/MAMSI were 70.9% 

of all other. 

THP does not have access to the payers' actual market share numbers for either the primary service area or secondary 

service area. It believes, though, that WCHSl's payer mix provides a fairly accurate approximation of payer market 

shares for two reasons. First, WCHSI is an in-network participant for all third-party payers, so there is no financial 

incentive for patients to avoid seeking care from WCHSI providers. Second, WCHSl's payer mix is calculated across a 

broad range of health care provider types (in-patient and out-patient hospital, physician, urgent care, lab, diagnostic 

imaging, and ASC services) and is, therefore, likely to have provided services to a broad section of the populations of 

both the primary and secondary service markets. 

02: Re the Board. It consists of eight Class I representatives and five Class II representatives, appointed by WCHA. One 

of the Class I Board members must be a "hospital-based" physician. Can he/she be a hospital-employed physician? Are 

physicians employed by WCHAlWCHSI Class I members? If so, can WCHA effectively have a majority of the TriState 

Board, through its five Class II member representatives plus some Class I members who are its or its affiliates' (e.g., 

Antietem's) employees? 

A2a: The individual currently filling the THP Board position of "hospital-based" physician is not employed by WCHA or 

Antietam. In fact, all hospital-based Class I members currently are employed by their own PA or PC. Thus, at this time, 

no hospital-based physician Board member could be a hospital-employed physician. 

A2b: Physicians employed by WCHAlWCHSI can serve as Class I directors. To do so, they must be elected by the 

affirmative vote of a majority of Class I Members at a meeting at which at least 25 percent of all Class I Members are 

present. 

A2c: You ask whether WCHA (or WCHSI) could employ a majority of the Board. We think what you actually want to know 

is whether WCHA (or WCHSI) could ever employ enough of the THP Board members to control the Board. Employing a 

majority would not give THP control of the Board. To actually control the decisions of the Board, WCHSI would need to 

employ at least five of the Class I Directors, or 10 out of the 13 Board positions. The reason is that, under Section. of 

1 
the Bylaws, an act of the Board requires an affirmative vote of a majority of Class I Directors present and an affirmative 

vote of a majority of Class II Directors present. 

In the highly unlikely event that THP's physician members were i 

Class I Board could not do so. 

employed by WCHSI (inclusive of its subsidiaries) can 

horotnlro neither WCHA nor WCHSI will ever employ five Class I 

In addition, one should not assume that a hospital-employed physician would automatically vote in the same manner as 

the hospital, particularly if the decision would go against the wishes of the peers who elected him or her. 

Please let me know if you need additional clarification of any of the above answers. 

-Christi 

Christi J. Braun, Esq. 

202-326-5046 

cjbraun@ober.com 

OBERIKALER 

Attorneys at Law 

www.ober.com 

202-336-5246 - Fax 

1401 H Street, NW, Suite 500 

Washington, DC 20005 

2 
Ober. Kaler, Grimes & Shriver 

Attorneys at Law 

1401 H Street. NW, Suite 500 

Washington, DC 20005-3324 

202-408-8400 Fax 202-408-0640 

www.ober.com 

Mr. Donald S. Clark 

Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W. 

Washington, D.C. 20580 

Dear Mr. Clark: 

May 8, 2009 

Christi J. Braun 

cjbraun@ober.com 

202-326-5046 

202-336-5246 Fax 

Offices In 

Maryland 

Washington, D.C. 

Virginia 

On April 13, 2009, Commission staff in the Health Care Products & Services 

Division issued an advisory opinion to TriState Health Partners, Inc. ("TriState"). I have 

been informed that the Commission would like to post TriState's submissions to the 

Commission and Commission staff on the FTC's web site with the advisory opinion. In its 

advisory opinion request and follow-up submissions, TriState complied with FTC Procedure 

Rule 4.9(c), 16 C.F.R. § 4.9(c), designating certain information and documents as 

"confidential" and requesting that it be withheld from the public record under FTC Procedure 

Rule 4.10, 16 C.F.R. § 4.10(a)(2), and § 6(f) ofthe Federal Trade Commission Act, 15 

U.S.C. § 46(f). 

To allow the Commission to post TriState's documents on the Commission's web 

site, I have redacted all confidential information and mentions of confidentiality from the 

"public version" documents, which are attached to this letter. Where documents were 

withheld in their entirety, there are place-holder pages. All information withheld is 

competitively sensitive information, including prices, costs, and information subject to 

confidentiality agreements, patents, or copyright protection. 

If you have any questions regarding the attached package, please call me at (202) 

326-5046. 

Sincerely, 

cc: David M. Narrow, Esquire 

Attachment 

148784.vl