Hospital Corporation of America and Subsidiaries - Page 14

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          an appropriate portion of the premiums would be reimbursable to             
          the hospitals under the then-applicable Medicare regulations and            
          deductible under the Federal income tax laws.  Petitioners                  
          incorporated Parthenon in the State of Colorado because HCA's               
          chief financial officer, who also was the executive responsible             
          for petitioners' insurance programs, believed that the goal of              
          building a legitimate insurance company would be advanced by                
          having a State-regulated captive insurer, rather than an offshore           
          company, and because at that time the State of Colorado was the             
          only State that had adopted a captive insurance statute.  In                
          accordance with Colorado law, the initial capitalization of                 
          Parthenon was $1,500,000, $1 million of which was represented by            
          an unconditional standby letter of credit in favor of the                   
          Insurance Commissioner of Colorado, and the remainder of which              
          was in cash.                                                                
               Parthenon commenced business during January 1977.  At all              
          relevant times, HCA owned all of Parthenon's common stock.                  
          Parthenon did not own stock in any of HCA's other subsidiaries.             
          Parthenon's Operations During Its Early Years                               
               Parthenon submitted the policy form to be used for general             
          and hospital professional liability insurance to the Colorado               
          Insurance Department for approval.  The initial policy form                 
          issued by Parthenon to petitioners provided coverage limits of              
          $250,000 per occurrence and was a claims-made policy form.  A               





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