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TIN:
SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is atwww.irs.gov/form990.
OMB No. 1545-0047
2015
Open to Public
Inspection
Inspection
Name of the organization
HEALTHPLUS PARTNERS INC
Employer identification number
01-0729151
01-0729151
| Return Reference | Explanation |
|---|---|
| EXPLANATION OF AMENDMENT TO RETURN | THE 2015 HEALTHPLUS PARTNERS, INC. FORM 990 IS BEING AMENDED TO INCLUDE FORM 8594, ASSET ACQUISITION STATEMENT, AS AN ATTACHMENT WHICH WAS INADVERTENTLY OMITTED FROM THE ORIGINALLY FILED RETURN. FORM 8594 IS BEING FILED IN ORDER TO PROVIDE THE REQUIRED INFORMATION WITH REGARD TO THE SALE OF HEALTHPLUS PARTNERS, INC.S MEDICAID MEMBERSHIP TO MOLINA HEALTHCARE OF MICHIGAN, INC. ON SEPTEMBER 1, 2015. HOWEVER, THIS TRANSACTION WAS FULLY DISCLOSED ON SCHEDULE N OF THE ORIGINALLY FILED FORM 990 AND NO OTHER CHANGES WERE MADE TO FORM 990 OR ITS SCHEDULES WITH THE AMENDED RETURN OTHER THAN TO ATTACH FORM 8594. HealthPlus Partners, Inc. will attach a revised Form 8594 to its 2016 Form 990 because the purchase price was adjusted after the 2015 year-end. Form 990, Part III, Line 3 On September 1, 2015, the Company sold its Medicaid contract as well as certain provider agreements. After the sale, the operations of the Company was to settle claims and contracts associated with the membership sold for activity prior to the sale as well as liquidating its remaining assets and liabilities. |
| FORM 990, PART VI, LINE 6 | HEALTHPLUS PARTNERS, INC. IS A MICHIGAN NONPROFIT STOCK COMPANY WITH ALL OUTSTANDING SHARES OF STOCK HELD BY THE PARENT COMPANY, HEALTHPLUS OF MICHIGAN, INC. |
| FORM 990, PART VI, LINES 7A & 7B | HEALTHPLUS PARTNERS, INC. IS A MICHIGAN NONPROFIT STOCK COMPANY WITH ALL OUTSTANDING SHARES OF STOCK HELD BY THE PARENT COMPANY, HEALTHPLUS OF MICHIGAN, INC. THE BUSINESS AFFAIRS OF THE COMPANY ARE UNDER THE DIRECTION OF ITS BOARD OF DIRECTORS, EXCEPT THAT THE FOLLOWING MUST BE APPROVED BY ITS SHAREHOLDER, HEALTHPLUS OF MICHIGAN, INC.: ANY AMENDMENT RESTATEMENT, OR REPEAL OF THE ARTICLES OF INCORPORATION; ANY ENCUMBRANCE OF, OR GRANTING A LIEN ON, THE ASSETS OF THE COMPANY; THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE COMPANY, AND MERGER OR CONSOLIDATION OF THE COMPANY WITH ANOTHER ENTITY; ANY TRANSFER OF SHAREHOLDER INTERESTS IN THE COMPANY, ISSUANCE OF ADDITIONAL SHARES OF THE COMPANY, AND THE ESTABLISHMENT FOR THE CONSIDERATION UPON WHICH ADDITIONAL SHARES MAY BE ISSUED; DISSOLUTION OF THE COMPANY; AND ESTABLISHMENT OF ANY ENTITY WHICH IS SOLELY OR PARTIALLY OWNED OR CONTROLLED BY THE COMPANY. HEALTHPLUS OF MICHIGAN, INC., APPOINTS 4 MEMBERS TO THE BOARD OF DIRECTORS. THE REMAINING DIRECTORS ARE ELECTED THROUGH A VOTE OF THE MEMBERSHIP. |
| FORM 990, PART VI, LINE 11B | THE FORM 990 IS PREPARED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTANTS BASED ON INFORMATION PROVIDED BY THE ORGANIZATION. IT IS THEN REVIEWED BY THE ORGANIZATION'S CHIEF FINANCIAL OFFICER AND CONTROLLER BEFORE IT IS FINALIZED. ANY NECESSARY AMENDMENTS WILL BE FILED WITHIN 30 DAYS OF THE ORIGINAL FILING OF THE FORM 990. |
| FORM 990, PART VI, LINE 12C | CONFLICT OF INTEREST STATEMENTS ARE FILLED OUT AND SIGNED ANNUALLY BY THE BOARD OF DIRECTORS. THE STATEMENTS ARE REVIEWED BY THE CEO AND CHAIRMAN OF THE BOARD OF THE PARENT COMPANY, HEALTHPLUS OF MICHIGAN, INC. FOR POTENTIAL CONFLICTS. A DIRECTOR MAY ANNOUNCE IF THEY BELIEVE A CONFLICT EXISTS AND ABSTAIN FROM VOTING. IF THERE IS A QUESTION AS TO WHETHER THE CONFLICT EXISTS, THE BOARD OR COMMITTEE WILL GO INTO EXECUTIVE SESSION TO DETERMINE IF A CONFLICT EXISTS. FORM 990, PART VI, LINES 15A & 15B HEALTHPLUS PARTNERS DOES NOT COMPENSATE ANY OFFICIALS, AS THEY ARE PAID THROUGH THE PARENT COMPANY, HEALTHPLUS OF MICHIGAN. |
| FORM 990, PART VI, LINE 19 | HEALTHPLUS PARTNERS, INC. MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS TO GENERAL PUBLIC UPON REQUEST. |
| FORM 990, PART VI, LINE 2A & PART VII, COLUMNS D & E | INDEPENDENT VOTING MEMBERS DIRECTORS ARE PAID FOR SERVICES PROVIDED TO THE ORGANIZATION AND RENDERED IN THEIR CAPACITY AS MEMBERS OF THE GOVERNING BODY. DIRECTORS WHO ARE REPORTED AS COMPENSATED BY A RELATED ORGANIZATION ARE PAID BY HEALTHPLUS OF MICHIGAN FOR SERVICES PROVIDED TO HEALTHPLUS OF MICHIGAN AS ONE OF ITS DIRECTORS. |
| FORM 990, PART XI, LINE 9 | Dividend to Stockholder ($50,000,000) SUPPLEMENTAL INFORMATION ON MARCH 9, 2015, THE ORGANIZATIONS PARENT COMPANY, HEALTHPLUS OF MICHIGAN (HPM) AND AN AFFILIATE, HEALTHPLUS INSURANCE COMPANY (HPI), WERE PLACED UNDER THE SUPERVISION OF THE DIRECTOR OF THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (MICHIGAN DIFS) FOR FAILING TO MEET THE REGULATORY RISK-BASED CAPITAL REQUIREMENTS IMPOSED BY MICHIGAN DIFS AND AS A RESULT OF RECURRING FINANCIAL LOSSES. THE MICHIGAN DIFS ORDERED THAT HPM EITHER SEEK A MERGER PARTNER FOR IT AND ITS AFFILIATES AND/OR EFFECTUATE A SALE OF THEIR RESPECTIVE BUSINESS OPERATIONS. IN COMPLYING WITH THE DIRECTIVES OF THE MICHIGAN DIFS, HPM AND THE ORGANIZATION ENTERED INTO AN AGREEMENT WITH MOLINA HEALTHCARE OF MICHIGAN (MOLINA) ON MAY 15, 2015 TO SELL THE ORGANIZATIONS MEDICAID CONTRACT TO MOLINA. CONSEQUENTLY, ON SEPTEMBER 1, 2015, MOLINA ACQUIRED THE ORGANIZATIONS MEDICAID CONTRACT. ON OCTOBER 15, 2015, FOLLOWING THE SALE OF ITS MEDICAID CONTRACT, THE ORGANIZATION RECEIVED APPROVAL FROM THE MICHIGAN DIFS TO PAY AN ORDINARY DIVIDEND OF $2,039,745 AND A SPECIAL DIVIDEND OF $47,960,255 TO ITS PARENT ORGANIZATION, HPM. THE DIVIDENDS WERE PAID ON OCTOBER 19, 2015. ON NOVEMBER 1, 2015, HPM ANNOUNCED ITS INTENTION TO MERGE WITH HEALTH ALLIANCE PLAN, AN IRC SECTION 501(C)(4) ORGANIZATION. AS PART OF THIS MERGER TRANSACTION, IT WAS AGREED THAT THE ORGANIZATIONS ASSETS AND LIABILITIES WOULD BE PLACED INTO A TRUST TO BE USED TO SATISFY THE RUN-OUT OF THE ORGANIZATIONS LIABILITIES, WHICH IS EXPECTED TO BE COMPLETED SOMETIME DURING 2017. THE MERGER OF HPM WITH HEALTH ALLIANCE PLAN AND THE TRANSFER OF THE ORGANIZATIONS ASSETS AND LIABILITIES TO THE TRUST WERE COMPLETED ON FEBRUARY 1, 2016. |
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2015
Additional Data
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