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  1. Why did I receive a Settlement Notice?
  2. What is a class action?
  3. What is this lawsuit about?
  4. I received a mailer about another class action against MedPartners last year. Is this the same case?
  5. Who are AIG and Caremark and why is this known as the AIG-Caremark Class Action?
  6. Why is there a settlement?
  7. How do I know if I am a Class Member?
  8. I owned stock in a company that merged with MedPartners. Am I a Class Member?
  9. What does the Settlement provide?
  10. How much will my payment be?
  11. How do I get my payment?
  12. What happens if I do nothing at all?
  13. Do I have a lawyer in this case?
  14. How will the lawyers and Class Representatives be paid?
  15. How do I get out of the settlement?
  16. How do I object to the settlement?
  17. When and where will the Court decide whether to approve the Settlement?
  18. What is a Pro Ami Hearing?
  19. Do I have to come to the hearing?
  20. May I speak at the hearing?
  21. How do I get more information?
  22. The Class Period covers events that took place almost twenty years ago. I do not have any documents that go that far back. How do I prove that I am a Class Member?
  23. What constitutes supporting documentation?
  24. Are stock certificates considered supporting documentation?

 



  1. Why did I receive a Settlement Notice?

    A Court authorized the Settlement Notice because you have a right to know about a proposed Settlement of this class action lawsuit and about all of your options, before the Court decides whether to give final approval of the Settlement.  The Settlement Notice explains the lawsuit, the Settlement and your legal rights.

    The Honorable Pat Ballard of the Circuit Court of Jefferson County in Alabama is overseeing this lawsuit.  The case is known as Johnson v. Caremark Rx, L.L.C., Case No. 01-CV-03-006630 (the “Litigation”).  The people who sued are called Plaintiffs and the companies being sued are called Defendants.

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  2. What is a class action?

    A class action is a type of lawsuit in which one or several individuals or entities, known as Class Representatives, prosecute alleged claims on behalf of all members of a group of allegedly similarly-situated persons and entities in an effort to obtain monetary damages or other relief for the benefit of the entire group, known as a class.  Class actions avoid the necessity of each member of a class having to file a separate lawsuit to obtain relief.  Class actions are used to decide legal and factual issues that are common to all members of a class.

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  3. What is this lawsuit about?

    The Litigation, which was initially filed in October 2003, arises out of the earlier settlement of various securities and derivative lawsuits (collectively referred to as the “MedPartners Securities Litigation”) that were resolved in 1999.  Those securities and derivative lawsuits alleged that MedPartners had made a series of false and misleading statements concerning a planned merger between MedPartners and PhyCor Inc., and concerning MedPartners’ overall financial condition. 

    In the current Litigation, Plaintiffs allege that, during the course of the MedPartners Securities Litigation, the Defendants (1) misrepresented the amount of insurance available to settle the MedPartners Securities Litigation; and (2) suppressed information concerning the excess insurance policy at issue.  Plaintiffs allege that the settlement of the MedPartners Securities Litigation would have been much higher if additional facts had been known about the excess insurance policy.  The Defendants in the Litigation deny liability and, in addition to other legal defenses, they deny committing any wrongdoing in regard to the MedPartners Securities Litigation Settlement.

    On August 15, 2012, the Court certified the Class pursuant to Rule 23(b)(3) of the Alabama Rules of Civil Procedure.  The Court’s order was affirmed by the Supreme Court of Alabama in CVS Caremark Corp. v. Lauriello, 175 So. 3d 596 (Ala. 2014) (as modified on denial of rehearing Feb. 27, 2015).  (The case was later retitled Johnson v. Caremark Rx, L.L.C.)   A trial date of May 16, 2016, was pending when the proposed Settlement was reached.

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  4. I received a mailer about another class action against MedPartners last year. Is this the same case?

    In 2015, Class members were mailed notices in which they were advised of the pending class certification.  The case was then known by the name Lauriello v. Caremark.  No action was required of them at the time if they wanted to stay as a member of the class.  If they wanted to opt-out of the class and any potential settlement, they were required to exclude themselves by June 30, 2015.  (See Frequently Asked Question 15 for more information regarding exclusions from the Settlement). 

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  5. Who are AIG and Caremark and why is this known as the AIG-Caremark Class Action?

    MedPartners, Inc. and Caremark Rx, Inc. (now known as Caremark Rx, L.L.C.) merged in the late 1990s and the company now operates under the Caremark name.   AIG, or American International Group, Inc., is also a defendant in this action.   AIG is an insurance and financial services company.  It is a separate and distinct organization from Caremark.  AIG is also a defendant in this action because it was one of MedPartners’ insurers at the time of the earlier class action.   Insurance coverage was a critical factor in the determination to settle the MedPartners Securities Litigation.  

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  6. Why is there a settlement?

    Plaintiffs, through Class Counsel, conducted a thorough investigation of the claims and allegations asserted in the Litigation.  Through this investigation, and during the twelve years that this case has been pending, Class Counsel has developed a detailed understanding of the underlying events that are relevant to the Litigation.  Class Counsel’s investigation has revealed sufficient information to evaluate the claims and defenses asserted in the Litigation and to conclude that no additional information, whether related to the merits of the claims in the Litigation, the amounts potentially available to satisfy a judgment or settlement of the Litigation, or any other matter material to the Litigation, assuming such information were to exist, would have a material impact on their evaluation of this Settlement.  Based on this evaluation, Class Counsel and Plaintiffs have concluded that the proposed Settlement is fair, reasonable, and adequate, and it is in the best interests of the Class.

    While Plaintiffs believe that the claims asserted in the Litigation have merit, they also believe that the Settlement provides substantial benefits to the Class, including a substantial monetary recovery for the Class while avoiding the risks of continued litigation and the uncertainty of the outcome in the Litigation.  Considering the uncertain probability of success on the merits of the Litigation, including the uncertain possibility of obtaining a monetary recovery, and because the proposed Settlement provides a certain benefit to class members and will avoid additional years of delay that would likely occur in the event of a contested trial and appeals, Plaintiffs and Class Counsel have concluded that the Settlement is an excellent result for the Class.

    Defendants deny that they engaged in any wrongdoing of any kind, that they committed any violation of law, or that they breached any duty allegedly owed in any way related to Plaintiffs or the Class. Defendants further state that they are entering into the proposed Settlement solely to eliminate the burdens, distractions, expense, and uncertainty of further litigation.

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  7. How do I know if I am a Class Member?

    You may be a Class Member if you: (a) purchased MedPartners common stock, including through open-market transactions, mergers or acquisitions in which MedPartners issued common stock, acquisition through the Company’s Employee Stock Purchase Plan (“ESPP”), and any other type of transaction in which a Person acquired one or more shares of MedPartners stock in return for consideration during the period from October 30, 1996, through January 7, 1998, inclusive; (b) purchased call option contracts on MedPartners common stock during the period October 30, 1996, through January 7, 1998, inclusive; (c) sold put option contracts on MedPartners common stock during the period October 30, 1996, through January 7, 1998, inclusive; (d) purchased MedPartners Threshold Appreciation Price Securities (“TAPS”) in the September 15, 1997 offering or thereafter through January 7, 1998; or (e) tendered shares of Talbert Medical Management Holdings Corporation to MedPartners between August 20, 1997, and September 19, 1997, but excluding (i) all those Persons who submitted valid requests for exclusion in connection with the MedPartners Securities Litigation Settlement and (ii) all those Persons who submitted valid requests for exclusions in the response to the Class Notice (collectively, the “Class,” comprised of “Class Members”).

    If you are uncertain whether you are a member of the Class, contact Class Counsel or consult your own attorney.  The contact information for Class Counsel can be found in response to Frequently Asked Question 13.

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  8. I owned stock in a company that merged with MedPartners. Am I a Class Member?

    During the Class Period, MedPartners did acquire other companies that may result in you falling within the Class Member definition.  If you owned stock in a company called Talbert Medical Management Holding or Inphynet Medical Management, you could possibly be a member of the Class.  We cannot ascertain that information for you and you should talk to your broker to help determine whether you are, in fact, a member of the class.  

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  9. What does the Settlement provide?

    The proposed Settlement will create a cash fund in the principal amount of Three-Hundred Ten Million Dollars ($310,000,000.00) (the “Settlement Amount”), plus any income that may accrue thereon (the “Settlement Fund”).  The Settlement Fund, subject to deductions for, among other things, costs of class notice and administration, certain taxes and tax-related expenses, and attorneys’ fees and expenses as approved by the Court, will be available for distribution to those Class Members who file a timely and valid Proof of Claim and Release and whose claim is approved by the Claims Administrator administering the claims process, all as set forth in the Stipulation and Plan of Allocation.  The terms and conditions of the Settlement and Plan of Allocation are set forth in the Stipulation and Agreement of Settlement (“the Stipulation”) and Long Form Notice which can be found on the Case Documents.page.

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  10. How much will my payment be?

    The amount of any payment will depend on the Plan of Allocation which was approved by the court in the MedPartners Securities Litigation Settlement. The Plan of Allocation is stated in the Long Form Notice which can be found on the Case Documents page.  We realize that one of the questions most important to you is how much money you will receive from the class settlement. However, it is impossible for us to answer this question right now. If your claim is approved, the final amount of your claim will be a function of your total recoverable losses and the amount of the total recoverable losses of all the class members who file claims.  The number of claims will not be known until after the deadline for submission of claims has passed and all claims have been analyzed.

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  11. How do I get my payment?

    To participate in the settlement, you must submit a timely and valid proof of claim and release. There are two forms of Proof of Claim and Release. Make sure you select the Proof of Claim and Release form applicable to you. 

    The first claim form is entitled: “PROOF OF CLAIM AND RELEASE - FORM A.”  If you or your predecessor filed a claim in 1999 in the MedPartners Securities Litigation that was approved and you or your predecessor received a disbursement from the MedPartners Securities Litigation Settlement, please complete and file Form A. 

    All other Class Members wishing to file a Claim should complete “PROOF OF CLAIM AND RELEASE - FORM B”.

    For either form, please read the instructions carefully, fill out the applicable Proof of Claim and Release form, sign it, and mail it so that it is delivered no later than September 30, 2016.

    For purposes of delivering Proofs of Claim and Release, delivery shall be effective (a) upon personal delivery, if delivered by hand, (b) on the day transmitted online, (c) on the date postmarked if transmitted via the United States Postal Service, or (d) on the next business day, if sent by prepaid overnight courier service.

    Alternatively, you may mail the applicable Proof of Claim and Release form to:

    AIG-Caremark Class Action
    Claims Administrator
    c/o Gilardi & Co. LLC
    P.O. Box 8040
    San Rafael, CA 94912-8040

    Unless the Court orders otherwise, if you do not submit a timely and valid Proof of Claim and Release, you will be barred from receiving any payments from the Net Settlement Fund but nevertheless will still be bound by the provisions of the Stipulation and the Final Judgement and Order of Dismissal.

    Unless the Court orders otherwise, if you do not submit a timely and valid Proof of Claim and Release you will be barred from receiving any payments from the Net Settlement Fund but nevertheless will still be bound by the provisions of the Stipulation and the Final Judgment and Order of Dismissal.

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  12. What happens if I do nothing at all?

    If you do nothing, you will not get any benefits from the Settlement; however, unless you previously excluded yourself, you will not be able to start a lawsuit or be a part of any other lawsuit against the Defendants for the claims being resolved by this Settlement.

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  13. Do I have a lawyer in this case?

    Yes. As a class member, you are represented by Class Counsel, who are:

    John W. Haley
    Scott A. Powell
    Bruce J. McKee
    Ralph D. Cook
    Brian M. Vines
    Tempe D. Smith
    Hare, Wynn, Newell & Newton, LLP
    2025 3rd Avenue North, Suite 800
    Birmingham, Alabama 35203
    Telephone: 205/328-5330
    Facsimile: 205/324-2165
    Email: scott@hwnn.com

    J. Timothy Francis
    Francis Law, LLC
    300 Richard Arrington, Jr. Boulevard North, Suite 700
    Birmingham, Alabama 35203
    Telephone: 205/251-0252
    Facsimile: 205/251-0255
    Email: francis@bham.rr.com

    John Q. Somerville
    Somerville, LLC
    300 Richard Arrington, Jr. Boulevard North, Suite 710
    Birmingham, Alabama 35203
    Telephone: 205/871-2183
    Facsimile: 205/871-2184
    Email: jqs@somervillellc.com

    You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your own expense.

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  14. How will the lawyers and Class Representatives be paid?

    Class Counsel will file a Fee and Expense Application with the Court by July 29, 2016, and a copy will be posted on this website.  At the Settlement Hearing, Class Counsel will request the Court to award attorneys’ fees and reimburse their litigation expenses.  In addition, Plaintiffs and former named-plaintiff John Lauriello will seek an incentive award to compensate them for their efforts in bringing this litigation.  Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses. The fee requested by Class Counsel will compensate counsel for their efforts in achieving the Settlement for the benefit of the Class and for their risk in undertaking this representation on a wholly-contingent basis. More details about fees and expenses are contained in the Long Form Notice, which can be found on the Case Documents page..

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  15. How do I get out of the settlement?

    In 2015, Class Members were notified that a class was certified by the trial court and affirmed by the Supreme Court of Alabama and were advised that if they wanted to be excluded from the Settlement, they must notify the Claims Administrator in writing by June 30, 2015 of their desire to opt out of the class. The time to request to be excluded from the Settlement has passed; however, you may still object to all or part of the Settlement.

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  16. How do I object to the settlement?

    Any Class Member may object to the proposed Settlement, the Plan of Allocation, the Fee and Expense Application and/or incentive awards. In addition, a Representative, as defined in the Stipulation, may object to the Pro Ami Hearing or the Pro Ami Order. You may object by filing a written objection and/or by appearing at the Settlement Hearing and showing cause why the Court should not approve the proposed Settlement, the Plan of Allocation, the Fee and Expense Application and/or incentive awards, or, in the case of a Representative, the Pro Ami Hearing, or the Pro Ami Order. 

    Written objections must be postmarked no later than July 22, 2016, and mailed to:

    AIG-Caremark Class Action
    Claims Administrator
    c/o Gilardi & Co. LLC
    P.O. Box 8040
    San Rafael, CA 94912-8040

    Written objections must state: (1) the nature of the objection; (2) the grounds for such objection; (3) proof that the objector is a member of the Class and has not been excluded by the Court on its own motion; and (4) any documentation in support of such objection. Please also include the case name and number in your objection (Johnson v. Caremark Rx, L.L.C., Case No. 01-CV-2003-6630).

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  17. When and where will the Court decide whether to approve the Settlement?

    The Settlement Hearing will be held on Monday, August 8, 2016, at 1:30 p.m., Central Time, before the Honorable Patrick J. Ballard, Circuit Judge, at the Jefferson County, Alabama, Courthouse, 716 North Richard Arrington, Jr., Boulevard, Third Floor Courtroom, Birmingham, Alabama 35203.  The purposes of the Settlement Hearing are to: (1) determine whether the proposed Settlement Amount as set forth in the Stipulation, consisting of $310,000,000 in cash, is fair, reasonable, and adequate to Plaintiffs and other Class Members; (2) determine whether the proposed Plan of Allocation is fair, reasonable, and adequate to Class Members; (3) consider the Fee and Expense Application by Class Counsel for an award of attorneys’ fees and expenses; (4) consider the application for incentive awards for Plaintiffs and certain former Plaintiffs; (5) determine whether the Final Judgment and Order of Dismissal, in the form attached to the Stipulation, should be rendered and entered; and (6) rule on such other matters as the Parties request, consistent with the terms of the Stipulation.  The Court has reserved the right to adjourn the Settlement Hearing without further notice of any kind other than an oral adjournment announcement at the Settlement Hearing or a written order entered prior to the Settlement Hearing.

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  18. What is a Pro Ami Hearing?

    Simultaneously with the Settlement Hearing, the Court will hold a hearing (“Pro Ami Hearing”) on Monday, August 8, 2016, at 1:30 p.m., Central Time, before the Honorable Patrick J. Ballard, Circuit Judge, at the Jefferson County Courthouse, 716 North Richard Arrington, Jr., Boulevard, Third Floor Courtroom, Birmingham, Alabama 35203.  The purpose of the Pro Ami Hearing will be to determine whether the Settlement and Plan of Allocation are in the best interests of those Class Members, if any, under the age of 19 or those (a) not of sufficient mental capacity to appreciate the effect of what he or she is doing in making a contract, (b) who is not able to exercise his or her will with reference thereto, and (c) who has no reasonable perception or understanding of the nature and terms of the contract.  The Court has reserved the right to adjourn the Pro Ami Hearing without further notice of any kind other than an oral adjournment announcement at the Pro Ami Hearing or a written order entered prior to the Pro Ami Hearing.

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  19. Do I have to come to the hearing?

    No. Class Counsel will answer any questions the Court may have; however, you are welcome to come at your own expense. If you send an objection or comment, you do not have to come to Court to talk about it.  As long as you filed and mailed your objection on time, the Court will consider it.  

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  20. May I speak at the hearing?

    Yes. You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must, in writing, state: (1) the nature of the appearance; (2) the grounds for the appearance; (3) that he/she is a member of the Class and has not been excluded by the Court on its own motion; (4) any documentation in support of the grounds for the appearance; (5) an intention to appear and be heard at the Settlement Hearing; and (6) the identities of witnesses, if any, the Class Member intends to call at the Settlement Hearing and a summary of their expected testimony. Copies of the notice of intention to appear must be 

    (a) filed with the Court by July 22, 2016 at the address below:

    Anne-Marie Adams, Clerk
    716 Richard Arrington, Jr. Blvd. N.
    Jefferson County Courthouse, Room 400
    Birmingham, Alabama 35203. 

    and 

    (b) mailed and postmarked no later than July 22, 2016 to:

    Scott A. Powell
    Hare, Wynn, Newell & Newton, LLP
    2025 3rd Avenue North, Suite 800
    Birmingham, Alabama 35203
    Attorney for the Plaintiff Class

    M. Christian King
    LIGHTFOOT, FRANKLIN & WHITE, LLC
    400 North 20th Street
    Birmingham, Alabama 35203
    Attorney for the AIG Defendants

    David G. Hymer
    BRADLEY ARANT BOULT CUMMINGS, LLP
    One Federal Place
    1819 5th Avenue North
    Birmingham, Alabama 35203
    Attorney for Defendant Caremark Rx, L.L.C.

    Please also include the case name and number in your notice (Johnson v. Caremark Rx, L.L.C., Case No. 01-CV-2003-6630).

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  21. How do I get more information?

    The Stipulation, Settlement Notices, together with selected pleadings and other settlement-related documents may be viewed on the Case Documents page. If you have questions about the proposed Settlement or the filing of a Proof of Claim and Release form, you may email the Claims Administrator at Send Mail or write to:

    AIG-Caremark Class Action
    Claims Administrator
    c/o Gilardi & Co. LLC
    P.O. Box 8040
    San Rafael, CA 94912-8040

    or call toll-free 1-888-564-1149.

    PLEASE DO NOT WRITE OR CALL THE COURT OR THE OFFICE OF THE CLERK OF COURT FOR INFORMATION OR ADVICE.

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  22. The Class Period covers events that took place almost twenty years ago. I do not have any documents that go that far back. How do I prove that I am a Class Member?

    Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants.  We are provided with names and addresses of potential claimants in order to notify individuals of settlements.  We are not provided with any transactional information. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.  As a reminder, if you received a distribution in 1999 in the MedPartners Securities Litigation, in most instances, you may not have to submit documentation in the current action.  

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  23. What constitutes supporting documentation?

    Sufficient documentation will provide all of the required transaction information. Typically, the required detail is transaction date, number of shares and total transaction price.

    Suggested forms of documentation are photocopies of stockbrokers' confirmation slips or stockbrokers' monthly statements reflecting your opening and closing balances for the months specified on the claim form, and in which transactions during the relevant period occurred.

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  24. Are stock certificates considered supporting documentation?

    Stock certificates are generally not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information.  The stock certificate may be helpful in assisting your broker or other financial services representative retrieve other information that documents the transactions but, by themselves, stock certificates cannot confirm you are eligible to receive a distribution.   They only indicate ownership of a stock at one point in time.  The question that you should be asking is whether the documentation records a transaction (i.e., purchase or sale of stock, exercise of options or conversion of stock in a merger) during the applicable time period (October 30, 1996 through January 7, 1998).

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