March 6, 2003+

The Office of the Corporation Counsel (OCC) was asked to review a request to convert CareFirst, Inc. from nonprofit to for-profit status. CareFirst, Inc., is the nonprofit parent of the District Blue Cross/Blue Shield plan officially known as Group Hospitalization and Medical Services, Inc. (GHMSI). CareFirst is the largest health insurer in the Washington, DC region. It provides health benefits to approximately 1.3 million subscribers in the District, Maryland, Delaware, and Virginia, through its subsidiaries and various health plans. WellPoint Health Networks Inc. is a national for-profit, managed care corporation based in Thousand Oaks, California. WellPoint has applied for District of Columbia approval to convert GHMSI to for-profit status, then to allow WellPoint to acquire CareFirst and GHMSI.

The proposed transaction must be approved by the Corporation Counsel and the Insurance Commissioner of the District. It is the duty of OCC to protect any charitable assets transferred as a result of GHMSI's conversion by ensuring that the assets are transferred for a reasonably fair value and by ensuring that they continue to be used in a charitable manner consistent with the law.

On March 6, 2003, WellPoint requested that OCC suspend its review of the application for 30 days. Accordingly, OCC is suspending its statutory review and has informed its consultants of WellPoint's request.

+ The OCC was renamed Office of the Attorney General in May 2004. The CareFirst Conversion Review occurred while the agency was still called the Office of Corporation Counsel.