Insurance commissioner sues ex-KPS execs
June 11, 2008 · Updated 11:49 AM
The state Insurance Commissioner has filed a civil lawsuit against three former KPS Health Plans officials over a botched $2.5 million investment in Unified Physicians of Washington (UPW).
Named in the Pierce County Superior Court case are Kitsap County resident Robert Schneidler, president of KPS during the February 1996 stock purchase; Mark Adams, former chairman of the KPS board; and attorney Andrea Olson, who acted as a corporate secretary and provided legal services to KPS.
I always had the best interest of KPS at heart. That is the one thing that hurts, said Adams, a vascular surgeon who practices in Bremerton. I always went the extra distance for KPS, and in many ways it is like an old friend turning on you.
The state alleges the defendants urged KPS to purchase 25,000 shares of overvalued stock under questionable circumstances stock which fell and helped propel the company into insolvency and finally receivership in 1999.
On the advice of the defendants, the lawsuit alleges KPS paid $100 per share for UPW stock in February 1996. Just five months before, the Arthur Andersen accounting firm valued the stock at $50 a share. Independent evaluations pegged its worth at $0-$75 per share, according to the state.
R. Broh Landsman, an attorney for Olson, downplayed the failed investments role in the companys financial struggles.
If you look at what happened in the marketplace, all health care plans were suffering economically, and many small plans failed. The only ones that survived were big plans like Premera and Regence, because they had the financial reserves, Landsman said.
KPS was placed in receivership of then-Insurance Commissioner Deborah Senn in August 1999 because of insolvency, and is still in financial rehabilitation. The firm lost $2.8 million in 1998, and failed to meet the states requirement that insurers maintain corporate reserves of at least $3 million.
The plaintiff in the case, Deputy Insurance Commissioner James Odiorne, charges the defendants with breach of fiduciary duty, or failure to act in the best interest of the corporation; breach of special duties by Olson, or failure to assess legal requirements and heed the warnings of outside legal counsel; self interest by Adams, who acted as both a stockholder and board member of UPW and a board member of KPS; and failure to report proper stock value.
The case was filed Oct. 15, 2001, and a jury trial is scheduled to begin Oct. 14. The state is seeking financial damages, including the $2.5 million invested in UPW.
It is our belief that there is no merit to the lawsuit at all, said Ed Wolfe, Schneidlers attorney. We deny any claims the receiver brought forward. ... We are pursuing our own claims against the receiver.
Wolfe said the case involved actions which may have been improper by the Office of the Insurance Commissioner by even bringing this lawsuit forward, but declined to elaborate.
The state contends that Schneidler and Adams began to promote the purchase of UPW preferred stock in September 1995. UPW, based in Federal Way, is a physician-sponsored health care service provider formed in 1994.
After disclosing his status as a stockholder and board member, defendant Adams held himself out as having a high degree of knowledge concerning UPW and the proposed investment, and advocated for the investment, the state alleges.
However, Adams recused himself from the boards vote, and Schneidler did not have voting rights as president.
I believe I took every step to avoid a conflict of interest. I identified the potential conflict, communicated it to all parties and I excused myself when it was time to act. It is all documented, Adams said.
The defendants told the Office of the Insurance Commissioner in January 1996 that the investment was prudent and would benefit subscribers, the state alleges. They sought an exemption from a law prohibiting more than 4 percent of an insurers reserves in a single investment, which was granted.
I want to highlight that the investment was acknowledged and approved by the Office of the Insurance Commissioner. Then they turned around and brought a lawsuit against the defendants, Wolfe said.
The company already was mired in financial troubles at the time of the purchase, the case alleges.
Defendants knew or had reason to know that underwriting losses would be nearly $6.5 million at the same time they went through with the purchase of the stock, the state contends.
The states charging papers also point out that KPS other investments during this time period were making money.
Olson warned the board about the risks, Landsman said, and she did not participate in the decision to buy the stock.
In documents she submitted to her boss and to the ad hoc committee of the board, she pointed out the potential negatives of the investment, Landsman said. She also pointed out in a letter to the Office of Insurance Commissioner, in advance of approval, the short-term negative financial consequences and the long-term uncertainty regarding the investment.
Olson now works as a business recruiter for the Kitsap Regional Economic Development Council, her attorney said.
The receivership of KPS Health Plans, Inc. is still pending. The Insurance Commissioner is still in title, possession and use of all KPS assets.
Odiorne did not respond to repeated phone calls seeking comment on the matter.