hearing_good_samaritan

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                               Volume I
                               Pages 1 to 87



      Joint Public Hearing on the Proposed Sale
      of Assets of Caritas Christi Health Care,
      Including Caritas Good Samaritan Medical
      Center, Inc. to Steward Health Care System
      LLC, including Steward Good Samaritan Medical
      Center, Inc.

                         By

    Department of Public Health, Commonwealth of
                   Massachusetts
    Office of the Attorney General, Commonwealth of
                    Massachusetts


HEARING PANEL:

    Department of Public Health
         (By Joan Gorga)
         99 Chauncy Street, Boston, MA   02111.

    Office of the Attorney General, Non-Profit
         Organization/Public Charities Division.
         (By David G. Spackman, Chief)
         One Ashburton Place, Boston, MA 02108.


                       * * *


                      Held at:
        Manthala George Jr. Elementary School
                180 Colonel Bell Drive
               Brockton, Massachusetts
                Tuesday, June 8, 2010
                     6:07 p.m.


                       * * *

    Jane M. Williamson, Certified Merit Reporter
                                                         2




 1                      P R O C E E D I N G S

 2               MS. GORGA:     Welcome this evening to the

 3   public hearing on the Caritas Good Samaritan Medical

 4   Center.

 5               I'm joined this evening at the table by

 6   David Spackman, who's the Director of the Division

 7   of Public Charities in the Office of the Attorney

 8   General.

 9               Are you going to lead off with your

10   comments?

11               MR. SPACKMAN:     Go ahead.   I'll go next.

12               MS. GORGA:     Okay.   I'm from the Department

13   of Public Health.        And this is a joint hearing with

14   the Office of the Attorney General.

15               My name is Joan Gorga.      I'm here this

16   evening with Jere Page and Ray Cryan from the

17   Department of Public Health.

18               The hearing has been called regarding the

19   Determination of Need application filed on May 18,

20   2010.     The application is for the transfer of

21   ownership of Caritas Good Samaritan Hospital Medical

22   Center.

23               Before I begin the hearing, I'd like to

24   describe the role of my Office, the reason the
                                                      3




 1   hearing has been called, and the ground rules I will

 2   employ in conducting the hearing.

 3               The Determination of Need statute empowers

 4   the Department of Public Health to issue an original

 5   license for a hospital or a freestanding ambulatory

 6   surgery center in which there has been a change of

 7   ownership, only if the Department has determined

 8   a need for such a facility at the designated

 9   location.

10               In order to accomplish this objective, the

11   Department of Public Health considers compliance

12   with the Department's regulations governing the

13   alternative process for change of ownership of

14   hospitals and freestanding ambulatory surgery

15   centers.     Specifically, the Department determines

16   if:

17               1.   Individuals residing in the hospital's

18   primary service area or health systems area comprise

19   a majority of the individuals responsible for making

20   decisions concerning borrowings in excess of

21   $500,000; substantial change in services; capital

22   and operating budgets; and the filing of a

23   Determination of Need application.

24               2.   Consultation has taken place with the
                                                     4




 1   Department of Public Welfare prior to submission of

 2   the application regarding access problems of

 3   Medicaid recipients to medical services in the

 4   facility's primary service area.

 5            3.   The Applicant and any health care

 6   facility affiliates of the Applicant have not been

 7   found to have engaged in a pattern or practice of

 8   violating the provisions of Massachusetts General

 9   Law Chapter 111, Section 51(D).

10            4.   The Applicant has agreed to maintain or

11   increase its level of free care -- actually, we

12   don't use that one anymore, so I will not read that.

13            5.   The Applicant is a hospital licensed by

14   the Department or is an affiliate of a hospital

15   licensed by the Department.

16            Residents of the hospital's service area --

17   primary service area or health systems area often

18   raise questions related to the probable effects of

19   the proposed transfer of ownership on the

20   availability, cost and quality of health care

21   services, as well as on non-health related matters.

22   These concerns may fall outside the considerations

23   upon which the Department is required to base its

24   Determination of Need.   However, to the extent
                                                     5




 1   possible, the Department will work cooperatively

 2   with the Applicant and the community to address

 3   those health-related concerns.

 4             Massachusetts General Law Chapter 111,

 5   Section 51 requires that a public hearing be held

 6   when requested by at least ten residents of the

 7   Applicant's service area.

 8             This hearing is held not at the request of

 9   the residents, but because the Department of Public

10   Health feels that this is an important issue.       So we

11   have arranged the hearing ourselves, with the

12   cooperation of the Attorney General's office, as

13   well as the Applicant.

14             This is not intended to be a trial-type

15   hearing, but rather a hearing to gather information

16   and opinions about the proposed transfer of

17   ownership.   All people wishing to speak will be

18   heard.   The final Determination of Need decision

19   will be made by the Public Health Council.     Staff of

20   the Determination of Need Office will take all

21   relevant information into account in preparing its

22   recommendation to the Public Health Council.

23             For those who have just arrived, there's a

24   sign-up sheet for those who wish to speak.     I will
                                                       6




 1   be using the sheets to determine the order of

 2   speakers.     I will call up each speaker individually.

 3   Elected officials and former elected officials will

 4   be taken out of order.

 5               After a brief presentation by the

 6   Applicant, please limit your comments to three

 7   minutes, so that everyone will have a chance to

 8   speak.

 9               If you have written comments, I am

10   collecting them in a folder up here.       We can take

11   them back to the office, and they will be considered

12   part of the record.

13               To begin the hearing, the Applicant will

14   present their comments.       And I'd like to call Dr.

15   Ralph de la Torre --

16               MR. SPACKMAN:    I have to get my one speech

17   in here quickly.

18               MS. GORGA:    I'm sorry.

19               MR. SPACKMAN:    My name is David Spackman,

20   as Joan indicated.       I'm the Chief of the Public

21   Charities Division of the Attorney General's Office.

22               I did want to thank Joan and Commissioner

23   Auerbach for helping us to arrange this joint

24   hearing.
                                                     7




 1             Each of us, both agencies, are required to

 2   hold a public hearing, and we hope and expect that

 3   it would be more convenient for all if we did it at

 4   once, because we expect we'll hear much of the same

 5   comments, and having two of them didn't seem to make

 6   an awful lot of sense.     So I do appreciate this

 7   level of cooperation.

 8             Tonight the Attorney General's office is

 9   here, together with the Department, to hear from the

10   public regarding a potential transaction by which

11   Caritas Christi proposes to transfer its assets and

12   operations to Steward Health Care System, an

13   affiliate of Cerberus Capital Management.

14             The office has a long history of an

15   established role in transactions of this nature.

16   Caritas Christi, like all other public charities,

17   holds its assets, including Caritas Good Samaritan

18   Medical Center, in trust for the benefit of all of

19   you.   That is, in sum and substance, the nature of

20   being a public charity.

21             It is long established law in Massachusetts

22   that if a public charity chooses to transfer all of

23   its assets to a for-profit entity, that transfer

24   requires court approval.     And it's also been long
                                                     8




 1   established in Massachusetts that the responsibility

 2   to look after the public's interest in that

 3   proceeding is left with the Attorney General.       And

 4   that's a responsibility she takes very seriously.

 5            This is not the first time the Office has

 6   reviewed a transaction of this nature.   Prior to

 7   2000, when these types of reviews were done by the

 8   Attorney General's office under common law, we had

 9   transactions involving -- I wasn't there --- but

10   MetroWest Medical Center in Framingham and St.

11   Vincent Hospital in Worcester were transferred to

12   for-profit under a proceeding very similar to this

13   one.

14            Under a new statute in 2000 [sic], the

15   Nashoba Medical Center in Ayer, Massachusetts, was

16   transferred to a for-profit, again under a similar

17   process as we are employing here.

18            We now have this transaction before us.

19   And our obligation is basically to ask five

20   questions.

21            First, we need to understand whether it is

22   truly impossible or impractical for Caritas to

23   continue as a public charity.

24            Organizations such as Caritas cannot simply
                                                      9




 1   sell to a for-profit because it may operate better

 2   or more effectively with private equity.   A strong

 3   case must be made that continuing in its current

 4   form is unlikely to be successful.

 5            Second, did the organization carefully,

 6   thoughtfully and deliberately explore and evaluate

 7   available options.   Was due care exercised in

 8   selecting the option proposed.   These are charitable

 9   assets, and their sale must be considered and

10   approved in a very deliberate and prudent fashion.

11            Third, did the organization appropriately

12   and effectively manage any conflicts of interest.

13   Our office has said many, many times that conflicts

14   of interest are not necessarily bad, but they do

15   need to be handled appropriately to make sure that

16   the decision was in the best interest of the

17   organization and not individuals.

18            Fourth, is the compensation to be paid,

19   taken as a whole, fair and reasonable; or stated

20   differently, does it represent fair market value.

21   Again, these are charitable assets held for your

22   benefit, and the public is entitled to receive fair

23   compensation if they are sold.

24            And fifth, is the transaction in the public
                                                     10




 1   interest.     While clearly the public interest is

 2   implicit in the first four criteria, ultimately the

 3   public's interest must be better served with the

 4   transaction than without it.

 5               So that is the criteria that we employ and,

 6   frankly, the criteria that we employ in these kinds

 7   of transactions and in other transactions not

 8   involving hospitals for generations.

 9               The Attorney General is therefore very

10   interested in your views, and we look forward to

11   hearing your comments and concerns; because after

12   all, you are the folks for whose benefit this

13   institution is currently held.

14               For the record, two administrative things:

15               Comments may also be submitted to us by

16   regular mail or electronically.     Out on the table

17   there is a little cheat sheet that looks like this

18   with addresses and emails.     Please feel free to send

19   us comments.     There's no particular deadline for the

20   Attorney General; but of course, the longer it takes

21   you, the less likely we'll have a chance to look at

22   it.

23               Descriptions of the transaction, copy of

24   the Asset Purchase Agreement, and a copy of the
                                                      11




 1   Stewardship Agreement with the Roman Catholic

 2   Archbishop of Boston are accessible on our website.

 3   The website address is here, too.     So those

 4   documents you can obtain simply by going on the Web.

 5              At this point I think we'll turn this over

 6   to Ralph de la Torre, who is the CEO of Caritas.

 7              DR. de la TORRE:   Thank you.

 8              Hello and thank you all for coming.      I'm

 9   Ralph de la Torre, the President and CEO of Caritas

10   Christi Health Care.     I'm delighted to be here

11   tonight as we solicit your comments on a transaction

12   that will provide substantial immediate and

13   long-term benefits to all members of the Brockton

14   community.

15              Caritas Christi is a system of six

16   hospitals in Eastern Massachusetts, including Good

17   Samaritan Medical Center right here in Brockton.

18   Our hospitals not only provide critical care to our

19   communities, but they also serve as major economic

20   engines.     As a system, Caritas Christi employs over

21   12,000 full-time employees, making us approximately

22   the tenth largest employer in the Commonwealth.           In

23   Brockton alone, we employ 1,800 full-time employees.

24              We come here tonight eager to hear comments
                                                     12




 1   from the Brockton community on an agreement by

 2   Steward Health Care System to acquire Caritas

 3   Christi.    This transaction with Steward Health Care,

 4   a portfolio company of Cerberus Capital Management,

 5   will secure the future of our system.     Your comments

 6   will help guide us in delivering to your community,

 7   to our community, a clear vision.     As a show of

 8   their commitment to this transaction, we are joined

 9   tonight by a representative of Steward, Lisa Gray,

10   who will say a few words momentarily.

11              For the past five years, Caritas has been

12   searching for a financial sponsor to stabilize our

13   system and lay the foundation for continued growth

14   and service to our communities.     We strongly feel

15   that the future of health care in Massachusetts lies

16   in a robust, integrated, community-based health care

17   system.

18              Caritas however, faces significant

19   challenges.    Our physical plants are among the

20   oldest of any hospital system in the state;

21   investments in new technology have been lacking; the

22   pension obligation is enormous, seriously

23   underfunded, and has no federal insurance backstop;

24   and our debt service is draining our operating
                                                    13




 1   funds.

 2            In order to simply meet our debt

 3   obligations and pension obligations, we would need

 4   approximately $65 million a year of cash.    These

 5   hurdles, compounded by an erratic and declining

 6   stock market, has made it impossible to fulfill our

 7   mission and vision without a partner.   In short, we

 8   need capital to be able to continue.

 9            In the two years preceding my arrival and

10   in the two years subsequent, we have aggressively

11   sought a way of recapitalizing our system.   We

12   explored affiliations with non-profit entities, both

13   Catholic and non-Catholic, acquisitions by

14   for-profit hospital companies, and by direct private

15   equity institutions.

16            After a competitive review, we selected

17   Cerberus Capital Management, because they shared our

18   vision of world class, community-based health care,

19   as well as our commitment to pensioners, employees

20   and communities.   They are committed to building a

21   low-cost, high-quality community-based Accountable

22   Care Organization and maintaining the company as a

23   Massachusetts-based operation.

24            Steward Health Care will commit between
                                                        14




 1   $830 and $850 million to acquire Caritas.     Of this,

 2   $116 million is being spent immediately for much

 3   needed and overdue capital improvements:     New

 4   operating rooms, cardiac cath labs, new emergency

 5   departments, new radiation therapy centers and good

 6   old-fashioned infrastructure, like roofs and

 7   boilers.    We have held five groundbreakings in the

 8   past month to jump-start these projects, which will

 9   produce up to 4,000 new jobs in Massachusetts.

10              Here at Good Sam, we recently broke ground

11   to build a new emergency department to support

12   60,000 patient visits, including 42 treatment bays

13   and 32,000 feet of new medical space.     The cost of

14   this project is over $30 million.

15              In addition to these immediate construction

16   projects, this transaction will allow us to pay off

17   virtually all of our outstanding debt --

18   approximately $230 million -- and free up over $40

19   million in annual cash flow.

20              In addition to the massive construction

21   initiative and the repayment of our debt, this

22   transaction allows us to fulfill our obligation to

23   our current and past employees.     Caritas has nearly

24   13,000 pensioners.    This transaction will provide
                                                     15




 1   the means to fully fund the pension of those

 2   employees who have given so much to our system.

 3               Since our pension is a non-electing church

 4   plan and substantially underfunded, without this

 5   investment, our pension would likely default,

 6   leaving current and future pensioners at risk.

 7               In summary, the initial Steward commitment

 8   guarantees and secures our pension, eliminates

 9   virtually all of our debt, and begins a massive

10   construction effort aimed at revitalizing our system

11   and our community.

12               In addition, Steward has agreed to preserve

13   our identity and to embrace our vision.     Steward has

14   agreed to embrace our charity care policies and to

15   continue to fund our pastoral care and community

16   benefits.     This represents an annual commitment,

17   system-wide, of over $60 million.     In Brockton, that

18   means that we will continue to invest over $11

19   million a year in free care, community benefits and

20   programs such as our Community Resource Day, our

21   cardiovascular and wellness screenings and so forth.

22   In fact, one of the reasons we are soliciting your

23   comments at this hearing is to understand what

24   community benefits you find most appropriate and
                                                      16




 1   worthwhile.

 2              Furthermore, as part of our identity, our

 3   Catholic heritage and mission will be perpetuated.

 4   I've had many meetings with Cardinal Sean and the

 5   Archdiocese, and we have entered into a stewardship

 6   agreement that perpetuates our Catholic identity and

 7   mission.    This is a bedrock of our culture, and it

 8   will not change.    These beliefs not only shape our

 9   views on charity care, but reflect our appreciation

10   of social justice and specifically their embodiment

11   in labor relations.

12              A commitment to past and present

13   obligations, however, is not enough.    Through this

14   transaction, Steward is investing in the future of

15   our communities and in the future of Massachusetts.

16   We believe that in order to fulfill our mission of

17   providing high-quality, low-cost health care to

18   everyone, a new model is needed; the Caritas model,

19   the Steward model.    We believe in a regional

20   accountable care organization that is

21   community-based.

22              To this end, this transaction brings a

23   Steward commitment for $400 million in capital

24   investments, locally, in our communities.     This will
                                                      17




 1   ensure that community-based care thrives in

 2   Massachusetts; bringing not only great care, but a

 3   solid employment base to our communities,

 4   communities like Brockton.

 5              Securing our pension, paying debt,

 6   revitalizing our facilities, funding our community

 7   benefits, investing in our future, are all admiral

 8   and are all essential.    But being good citizens

 9   means a commitment to pay taxes wherever possible.

10   In our case, it is more than possible; it is a

11   reality.

12              Caritas for the first time will pay state

13   and local taxes.    Over the next five years, we

14   estimate paying up to $100 million in new taxes to

15   the state and local communities.    In an era of

16   painful belt tightening and hard municipal choices,

17   new tax revenues should be a godsend.

18              Good Samaritan and Caritas have a proud

19   tradition of providing world-class health care to

20   our community members where they live.    This

21   transaction not only ensures, but enhances this

22   commitment.    Just as important, however, is that

23   this transaction helps ensure the livelihood of this

24   community.    It ensures the continuity of our
                                                     18




 1   pension, expands the municipal revenue base,

 2   provides for the stability and growth of our

 3   workforce, and provides a real stimulus when this

 4   community needs it most.

 5            For all of these reasons, I am happy to

 6   welcome Steward Health Care into our community and

 7   into our family.

 8            Thank you.

 9            MS. GORGA:    Lisa Gray.

10            MS. GRAY:    Good evening.   My name is Lisa

11   Gray, and I'm here and pleased to be here in

12   Brockton tonight as a representative of Steward

13   Health Care system and Steward Good Samaritan, the

14   Determination of Need applicant.

15            Dr. de la Torre has described the sale and

16   what it will mean for Good Samaritan, its excellent

17   doctors, medical staff, other employees and

18   especially the families here in Brockton.

19            I know your time is valuable, so I won't

20   take more of it by repeating what Dr. de la Torre

21   has already said, but I would like to take a minute

22   to acknowledge that this process is an important

23   one, not only for the residents of Brockton and the

24   surrounding community, but also because it
                                                      19




 1   represents a key step forward towards our shared

 2   goal of enabling Good Samaritan and the other

 3   Caritas Christi health care providers to continue

 4   their role as vital elements of a strong

 5   community-based health care system.

 6            We share the Caritas leadership team's

 7   vision of community-based health care, and we are

 8   impressed with what the team has been able to do in

 9   just a short couple of years.   We are looking

10   forward to supporting their success by providing

11   additional resources to help achieve their goal of

12   providing high-quality, state-of-the-art care in the

13   communities where people actually live.

14            Tonight is our first public hearing on our

15   application, and obviously, it is an important part

16   of reviewing and understanding the overall

17   transaction between Steward and Caritas.   We realize

18   that this process will take and place significant

19   demands on the time and resources of lots of people,

20   particularly the public officials who are here with

21   us tonight, and I want to express our appreciation

22   for the diligent efforts of the Office of the

23   Attorney General and the Department of Public Health

24   and their staffs, who are undertaking a thoughtful
                                                       20




 1   review of this important opportunity.      We look

 2   forward to working with you and your agencies as we

 3   move forward.

 4               And before closing, I really want to take

 5   the opportunity to thank each of you who are here

 6   tonight to give your views on this application.         We

 7   are looking forward to hearing your valuable input,

 8   and we appreciate your participation in this

 9   process.     I'm so glad to be here and so glad for the

10   opportunity.

11               Thank you.

12               MS. GORGA:   We will now hear from the

13   elected officials, starting with Mayor Linda

14   Balzotti.

15               MAYOR BALZOTTI:   Good evening, everyone.

16   My name is Linda Balzotti, and I am the proud Mayor

17   of the City of Brockton.

18               I wish to thank the Attorney General and

19   the Massachusetts Department of Public Health for

20   holding this hearing on the proposed acquisition of

21   Caritas Good Samaritan Medical Center.

22               Brockton is an attractive place for

23   businesses, and Cerberus' investment in Good

24   Samaritan Medical Center is further proof of this.
                                                       21




 1               The investment includes 30 million for new

 2   emergency rooms that will expand the size of the

 3   existing space by over 100,000 square feet, and it

 4   is expected to support 60,000 patient visits

 5   annually.

 6               That financial support keeps a local asset

 7   local, which is important for this City, where this

 8   hospital has been located for more than four

 9   decades.

10               Being around for that long a period of time

11   has made Good Samaritan an essential part of the

12   Brockton community, and it will only get better

13   through this expansion.

14               Good Samaritan has been an attractive part

15   of our community for public service, and that will

16   continue.     Local cardiovascular and wellness

17   screenings will continue.     And the Community

18   Resource Day, during which the hospital partners

19   with over 25 local agencies to provide information

20   to the community on a wide range of topics will also

21   be maintained.     And that is very important for the

22   community and for all the surrounding area as well.

23               But providing services to the community is

24   not Good Samaritan's only asset.     As a corporation,
                                                   22




 1   Caritas, which owns six hospitals statewide, is

 2   Massachusetts' tenth largest employer, and 1,800 of

 3   those employees work here in the City of Brockton.

 4            In addition, the expansion of the

 5   hospital's emergency room, which began last month,

 6   and other capital improvements planned for other

 7   facilities across the state will help generate jobs

 8   locally and put our residents to work.

 9            Lastly, supporting this move to a

10   for-profit model will also generate much needed tax

11   revenue for the City.

12            Municipalities like Brockton, across the

13   state and across the nation, are facing tough fiscal

14   decisions, many of which I've already had to make in

15   the last few months, and Brockton is no different.

16            An investment like the one Cerberus is

17   poised to make in our community is one that will not

18   only help our residents, but will help others, not

19   only through health care and services, but also

20   contributing to the local tax base.   And as I have

21   said in many places, as Brockton goes, so does the

22   area communities.

23            For these reasons, I ask the Attorney

24   General and the Department of Public Health to
                                                     23




 1   support the Cerberus acquisition of Caritas Good

 2   Samaritan.    And I thank you for your time this

 3   evening.

 4              MS. GORGA:   Former Mayor, Jim Harrington.

 5              MR. HARRINGTON:   You can tell by the smile,

 6   I'm the former Mayor.     I want to thank you for this

 7   opportunity to address the Committee.

 8              My name is Jim Harrington, and I served the

 9   City of Brockton as an elected official for over 20

10   years, the last four of those as Mayor.

11              Now, I'm speaking tonight to support the

12   position of Mayor Balzotti and letting the Attorney

13   General and the Department of Public Health know how

14   critical the Caritas Good Sam Hospital is to this

15   community and the broader regional community.

16              Brockton has become a regional medical help

17   for Plymouth County.     And the patients who either

18   cannot or choose not to go to Boston can receive the

19   same quality of care and the same technology, thanks

20   to the investment of the Caritas Good Sam Hospital.

21              It is my opinion that this proposal will

22   allow us to grow the medical community in Brockton

23   and use this as an economic engine to provide jobs

24   and additional revenue to the city.     Please give
                                                      24




 1   this proposal the support it needs, so that you can

 2   provide us with the support and service we need.

 3              Thank you very much.

 4              MS. GORGA:   Michael Brady.

 5              MR. BRADY:   Thank you.   I also want to

 6   thank the Attorney General's office and the

 7   Department of Public Health.

 8              I've been a State Representative for about

 9   two years in this community and on City Council for

10   14 years, and I want to say I support this endeavor

11   as well.

12              Good Samaritan Hospital, as a local

13   institution, is an essential part of our community,

14   and I want to make sure that this hospital stays in

15   our community.    It's so crucial to the needs of our

16   community, with approximately 100,000 people.         And

17   we once had three hospitals in the area.      One was

18   closed in the Town of Stoughton, and we're down to

19   two.   It's so important that we keep this hospital

20   in our community.

21              I'm glad to hear we had the groundbreaking

22   for the new emergency room recently, and it's so

23   crucial that we're moving forward with a new

24   endeavor on that and as well as new jobs for our
                                                        25




 1   community.     And the jobs are very important to stay

 2   in our community.

 3               Our patients as well and our citizens of

 4   our community definitely need the hospital in our

 5   community, and it's very important.

 6               Also, another important endeavor is all the

 7   revenue that we need for our community that's so

 8   crucial in these tough economic times.     The revenue

 9   from the new jobs created, the new revenue from the

10   new endeavor and from a non-profit agency to a

11   for-profit agency is so crucial to our community.

12               And last, but not least, keeping contacts

13   in place.     I know the hospital has stated that they

14   will keep the current contacts in place, keeping our

15   union staffing up to par with our local MNA and

16   SEIU, just to name a few -- it's so crucial for our

17   community -- and proper pay scales as well, which

18   are very important in these tough economic times.

19               So I want to thank the Hospital's

20   commitment and all the workers' commitment in the

21   staffing, all the way down from the doctors who are

22   on board down to the local workers.

23               So thank you for all you're doing.     Please

24   keep in contact with my office.     The lines of
                                                        26




 1   communication, keeping them open is so crucial if

 2   any changes do arise down the road, because we want

 3   to make sure that everything that we have in place

 4   continues.     And also the pensions -- the commitment

 5   to keep those pensions in place as well, because

 6   these people have paid their dues, and it's very

 7   important.

 8               Thank you.

 9               MS. GORGA:     Mike Mullen, for representative

10   Christine Canavan.

11               MR. MULLEN:     Thank you all and to the

12   Attorney General's office and to the Department of

13   Public Health for holding this hearing.

14               I'm here on behalf of Christine Canavan.

15   She wasn't able to be here tonight.        However, she

16   did send a letter in strong support of this

17   proposal.

18               And just to highlight, as she mentioned in

19   her letter, Caritas has long been a partner with the

20   City of Brockton.        And this proposal would allow for

21   much needed infrastructure, improvements for the

22   hospital and also for the residents of the Greater

23   Brockton area.

24               The proposal would also shore up the
                                                     27




 1   pensions of more than 1,800 current and former

 2   employees of the Good Samaritan Hospital; and

 3   further, she really supports this proposal, because

 4   she truly believes that it will help chart a

 5   stronger future for the Good Samaritan Medical

 6   Center, its patients, employees and the entire City

 7   of Brockton.

 8              So to close, she looks forward to working

 9   with all of you.     And also as Representative Mike

10   Brady said, if there's anything we can do to further

11   help you in the conversations, just be sure to let

12   us know.

13              So thank you.

14              MS. GORGA:   Robert Sullivan.

15              MR. SULLIVAN:   Good evening, ladies and

16   gentlemen.

17              My name is Robert Sullivan, and I serve

18   here in the City of Brockton as a

19   councillor-at-large, but I also proudly serve as a

20   member of the Board of Trustees at Caritas Good

21   Samaritan Hospital.     So I'm here wearing two hats

22   proudly.     I support this.

23              The due diligence that has been portrayed

24   coming out of the Caritas is exceptional.     This
                                                             28




 1   makes sense from a financial standpoint for the

 2   present, but more importantly, for the future of the

 3   hospital and the medical -- the wonderful medical

 4   facility here in this City of Champions, the City of

 5   Brockton.

 6               I also, as a Roman Catholic, strongly

 7   support this because of the Catholic affiliation.

 8   But after doing my own research outside of being a

 9   board member, this makes sense.          What the Mayor

10   indicated today, it's going to be coming out of a

11   not-for-profit for a for-profit status.          So from a

12   financial standpoint -- and now I'm putting on my

13   elected official hat -- it makes sense.          We need

14   this money, and it's going to be important to

15   Brockton.

16               So to all of the respected people here

17   tonight from the A.G.'s office and also the

18   Department of Health, I would like to go on record

19   saying that I support this 100 percent, without

20   question.

21               Thank you.

22               MS. GORGA:    Geri Credon.

23               MS. CREDON:    Thank you.     And for the

24   record, I'm Geraldine Credon, and I represent
                                                     29




 1   Brockton and the Town of Easton, which would be

 2   contiguous to Good Samaritan Hospital.     And I'm here

 3   in support of the merger.

 4            In an attempt not to be redundant, I will

 5   certainly welcome you to this beautiful new school,

 6   which is named after someone dear to our heart --

 7   he's sitting in the front row -- Matt George.

 8            But what this new school is is a sign of

 9   the fact that Brockton is still growing.     We have

10   wonderful children in the system, families, and they

11   all need medical care.   I would hope that some of

12   the parents would become or are employees.     We spend

13   most of our time on Beacon Hill trying to figure out

14   how to retain and bring companies into the

15   Commonwealth of Massachusetts.   And we're very proud

16   of the fact that there are 1,800 full-time employees

17   at Good Samaritan.

18            This is a capital project that couldn't

19   come at a better time.   Since there appears to be no

20   stimulus money and most of it went to roads and

21   bridges, this will employ a different kind of

22   person, and it's such good news for this community.

23            And we want to thank Good Samaritan for the

24   free care that they do do.   I attended a public
                                                     30




 1   forum at the hospital where there was an in-depth

 2   explanation.    And since then, I have not heard

 3   anything but positive word from my constituents

 4   about this merger.

 5            Thank you.

 6            MS. GORGA:    Are there any other elected

 7   public officials who wish to speak?

 8            MR. CRUISE:    Yes.

 9            For the record, my name is City Councilor

10   Tim Cruise.    I'm the Ward 1 representative, which is

11   where the building is situated.    And for the record,

12   I am very, very much in favor of this.

13            As I followed the travails for the last few

14   years of the system, it's worried us, as local

15   officials, as such a large employer, but not just a

16   large employer; it's a beacon for many people in the

17   city.

18            My youngest son was born at Good Sam.       And

19   we need it to be there.    We need it to be strong.

20   The infusion of capital has been very, very

21   important.     It makes me feel much more confident for

22   the hospital for the future, for the immediate

23   future and the long-term future.

24            And after having just finished our city
                                                        31




 1   budget last night, I can tell you that the chance to

 2   have such a large property become a taxable property

 3   is a huge plus for the City of Brockton.       And we're

 4   excited about that, because we need everything we

 5   can do.   But it's not just the real estate taxes we

 6   will realize, it's the strength that I believe this

 7   will give to the hospital for the long-term future.

 8             So I'm very much in favor of this, and I

 9   want to thank the Attorney General's office and the

10   DPH for having the hearing.      Thank you.

11             MS. GORGA:     Gene Wallace.

12             MR. WALLACE:     Good evening.   Thank you all

13   for coming to Brockton tonight for the opportunity

14   to speak to you about the proposed acquisition of

15   the Caritas system by Cerberus Venture Capital.

16             My name is Gene Wallace.       I am the interim

17   CEO of Signature Health Care, the parent

18   organization of Brockton Hospital.

19             I speak to you tonight based on nearly, oh,

20   my God, four decades of working in health care,

21   including the past 18 months at Brockton Hospital.

22             This proposed acquisition of the Caritas

23   system is a momentous transaction which will

24   fundamentally change the way health care is
                                                    32




 1   delivered in our community and the Commonwealth.

 2            Tonight I will focus on your essential role

 3   in orchestrating this sale that present and future

 4   generations of our citizens are not cheated of good

 5   care because of their economic circumstance.

 6            Brocktonians benefit from two hospitals;

 7   our own, as well as Good Samaritan, which is part of

 8   the Caritas system, which brings us here tonight.

 9            Brockton also benefits from a very active

10   environment community health center.   And yet, with

11   all these resources and with the hundreds of medical

12   professionals who are part of these institutions,

13   Brockton still suffers from some of the worst public

14   health indices in the state.

15            Our colleagues at Good Samaritan have been

16   providing quality care to Brockton for many years.

17   They support good causes.   They join important task

18   forces struggling with these large policy issues.

19   They provide free care for those who can't pay.

20            Under the new ownership, the likelihood

21   that they will continue to answer to the community

22   in any real sense is diminished, and that is at the

23   core of what we are asking tonight.

24            How can this transaction be structured to
                                                      33




 1   benefit our community, when one of our hospitals

 2   will soon be accountable only to the investors of a

 3   distant venture capital firm and to all of the

 4   shareholders of a yet unnamed public company.

 5            The Cerberus checkbook will pump badly

 6   needed dollars into Good Samaritan's facilities to

 7   erase debt, invest in bricks and mortar, high

 8   technology and new medical facilities, and

 9   desperately needed new jobs will be created as well.

10   All of this is good for Brockton.   In return,

11   however, the obligation of this new for-profit

12   entity will be to maximize profits for the investors

13   who are bankrolling the purchase.

14            When Good Samaritan moves to a for-profit

15   ownership, there is a real concern that the

16   relentless drives for profits to repay the initial

17   investors and then create an enticing asset for the

18   future will require the hospital to concentrate on

19   care for patients who can pay for their services

20   versus care for the poor, the underinsured or the

21   uninsured.

22            I am asking tonight that you recognize that

23   by taking Good Samaritan into the for-profit sector,

24   Brockton risks these real realities:   The newly
                                                     34




 1   wealthy hospital, where we recruit physicians and

 2   care providers with larger salaries and more

 3   benefits, the hospital will now have deep pockets

 4   and use the extra cash to attract the paying

 5   patients, while sending the patients who, frankly,

 6   do nothing for their stockholders or the bottom

 7   line, to the community hospital, which unfortunately

 8   almost has empty pockets today.

 9             The well-marketed hospital will seek to

10   expand its profitable lines of care and the service

11   at the expense of the no-frills and no-markup

12   basics.

13             Your decision about this transaction will

14   be formative in determining how Brockton delivers

15   health care to all in the community.   I ask that you

16   remember that it is the community hospital which

17   remains as the community asset, and that it is our

18   collective responsibility to ensure that the

19   decisions we make are not those which further the

20   creation of a two-tiered system.

21             I have four suggestions to ensure the

22   creation of a for-profit system that can withstand

23   the market forces and ensure the best benefits for

24   the patients and the communities, the center of our
                                                       35




 1   world.

 2               First, to address free care.   Within the

 3   parameters of this acquisition, do all that you can

 4   to make certain that the health care playing field

 5   is level.     Require a written commitment from

 6   Cerberus or Steward Health Care that the for-profit

 7   Samaritan serve the same percentage of uninsured

 8   patients as the non-profit Good Samaritan does now.

 9   And if that percentage should be reduced in the

10   future, that Good Samaritan will be required to make

11   up the difference through a financial calculation.

12   And we would trust that this would continue through

13   further sales.

14               Second, to make sure that our community

15   benefit guidelines or some variation apply to

16   Cerberus and to make sure that this arrangement for

17   the care of the community health services survives

18   into the future.

19               Third, fashion a charitable foundation for

20   the community and not just the church.      Under other

21   conversions of non-profits to to-profits serves a

22   precedent for creating a well-funded foundation

23   endowed by the for-profit entity, which is dedicated

24   solely to providing a steady, healthy stream of
                                                      36




 1   funding to the underserved communities in need of

 2   health care.   Give the communities their due.

 3   Something in the range of a $100 million foundation

 4   would appear reasonable.

 5             Finally, recognize how this transaction

 6   will exacerbate the already terrible inequities that

 7   exist in reimbursement from private and public

 8   payers.

 9             A knee replacement at Brockton Hospital is

10   every bit as good as a knee replacement at Caritas,

11   and the same goes for the delivery of a baby, but

12   why are we reimbursed substantially less.

13             Generally, the Attorney General's own

14   report says it's because we lack market clout.        And

15   the hospitals in the Caritas system already have

16   enough clout to be paid well above the median and

17   well above the Brockton Hospital level.

18             The hospitals which are part of this sale

19   will benefit from a checkbook of a balance starting

20   at almost 400 million.

21             The disruptive aspect of spending such

22   money is distressing, especially to institutions

23   like Brockton Hospital, which operates with

24   virtually no margin.
                                                     37




 1            So my fourth request of you is that you

 2   work assiduously to ensure that hospitals like

 3   mine -- those bearing the disproportionate

 4   responsibility for the care of the under and

 5   uninsured - begin to receive adequate reimbursements

 6   for that care.

 7            For a hospital like Brockton to be forced

 8   to sue the Commonwealth to be paid for our services

 9   or to await for the vagaries of politics in Boston

10   or Washington to receive a short-term boost from

11   Medicaid is almost an impossible business model.

12            So make certain that Cerberus is required

13   to provide a full accounting of that checkbook, lest

14   a few years of unrestrained spending by a new

15   corporate player cause greater escalation of health

16   care costs in our state.

17            These are big ideas for a big transaction,

18   and your window of opportunity is small.   May I

19   respectfully suggest that you take the full

20   advantage of the brain power in our Commonwealth and

21   pledge to convene a small group of affected parties

22   like Brockton Hospital and let us help you assess

23   the impact on this transaction on our communities.

24            Look especially at the circumstances of
                                                     38




 1   safety net community hospitals like ours, and use

 2   our knowledge to flesh out the standards and

 3   conditions to be imposed as conditions of approval,

 4   conditions which assure fair and transparent

 5   competitive practices in areas such as health plan,

 6   physician contracting, and prohibit predatory

 7   behavior that will inhibit access to quality care

 8   for vulnerable populations.

 9            Again in the long-term, I would ask that

10   you also consider the appointment of a health care

11   access monitor to be funded by Cerberus for at least

12   three years, to monitor the Steward/Cerberus

13   compliance with the conditions.

14            Making community hospitals stronger is

15   making Massachusetts health care better.   We are

16   grateful that you have given us the time to talk

17   about this proposed acquisition and for what it

18   could mean for Brockton Hospital, for the people of

19   Brockton and the surrounding region.

20            Please keep us in mind as you contemplate

21   this enormous shape-shifting decision for our

22   Commonwealth.

23            I thank you for the chance to testify.

24            MS. GORGA:   Former Mayor Jack Yunits.
                                                      39




 1             MR. YUNITS:   Distinguished Panel, thank you

 2   for having this hearing.

 3             I served as Mayor from 1996 to 2006,

 4   providing me an opportunity to sit through one of

 5   the toughest challenges community hospitals ever

 6   faced in Massachusetts, with both community

 7   hospitals.

 8             Relentless, persevering, determined CEOs,

 9   especially Caritas, helped turn it around, from a

10   point where I lived with the horror that we might

11   lose the hospital to knowing that by the end of my

12   term, we were talking about quality control within

13   the floors of that hospital.    To the great staff at

14   Caritas Good Samaritan who persevered, to the docs

15   and all the employees of Caritas Good Samaritan, we

16   owe them this opportunity.     We owe them because

17   they're our friends and neighbors, and we owe them

18   because they served us so well under such dark

19   times.   Their pensions and their jobs we hope will

20   be protected by this move.

21             I share not the fears that so many people

22   have raised that this will change the mission

23   statement of the Caritas Good Samaritan hospital,

24   because I know these people.
                                                       40




 1             I know Dr. Richard Herman, who served as a

 2   volunteer of my emergency medical response team

 3   during those critical years following 2001.

 4             I've seen Good Samaritan people and

 5   employees everywhere at our charitable events and at

 6   our corporate events.

 7             That mission statement won't change.     I

 8   have great confidence in our Cardinal that our

 9   Cardinal will continue to pursue the Catholic

10   mission in our hospitals.

11             But Caritas needs to compete as well;

12   because as Gene Wallace just pointed out, community

13   hospitals are the foundation of Massachusetts health

14   care.   They are the first stop.   They are the

15   lifesavers, and they have a right to advance

16   themselves to new technologies, and the patients

17   have a right to expect it.   This provides that

18   opportunity.

19             Just two weeks ago, we had witness to the

20   opening of this new $30 million redo emergency

21   department, which will become a regional trauma

22   center so needed in the fastest growing region of

23   Massachusetts and so well deserved.    I applaud this

24   move.
                                                       41




 1               Like the other two Mayors who stood before

 2   me, I recognize that this is not only good for our

 3   taxpayers, this is good for the faith of our people

 4   and the confidence that we can have in the medical

 5   community.     We need both our community hospitals.

 6   The State needs both our community hospitals.          And

 7   they have a right to compete with Boston.       This

 8   helps us get there, and I urge you to support it.

 9               Thank you very much.

10               MS. GORGA:    Christine Gainey.

11               MS. GAINEY:    My name is Christine Gainey.

12   I'm a medical lab technician and a 1199 SEIU union

13   steward at Good Samaritan Medical Center.       In both

14   capacities, I strongly support the sale of Caritas

15   Health System to Cerberus.

16               As a union Steward, I have learned that the

17   merger documents recognize the union contract.          In

18   addition, our contract has strong successorship

19   language.     The clear recognition of the current

20   contract terms and obligations adds a large measure

21   of security to the SEIU unit.

22               As a technician, I feel that the sale would

23   be a huge boost to our hospital, employees and our

24   community.     Financial stability will allow Good Sam
                                                    42




 1   to invest in new technology, providing for the

 2   Caritas mission of better, high-quality, low-cost

 3   health care for our community and additional

 4   training and experience for our workers.    Good Sam

 5   will be able to renovate and add on to our facility.

 6            We have needed a new emergency room for the

 7   past 15 years.    This addition can actually become a

 8   reality, providing our community with

 9   state-of-the-art emergency care in a much more

10   timely fashion.

11            All of these improvements will allow Good

12   Sam to be more competitive with area hospitals,

13   which will provide job growth, with the potential

14   for career advancement and additional job security

15   for our employees in a better work environment.

16   With Cerberus backing Caritas with substantial

17   resources, employees can feel secure in their jobs

18   now and well into the future.

19            In the final analysis, the sale of Caritas

20   Health System to Cerberus is a win/win situation for

21   our patients, our community, our employees and Good

22   Sam.

23            MS. GORGA:    Matt Wilson and Amy Summer.

24            MR. WILSON:    It's just me.
                                                       43




 1              MS. GORGA:    Just Matt Wilson.

 2              MR. WILSON:    Good evening.   My name is Matt

 3   Wilson, and I'm a campaign director with Health Care

 4   For All.

 5              Thanks to the Attorney General's office and

 6   the Department of Public Health for this opportunity

 7   to testify tonight and for holding similar hearings

 8   like this in the five other Caritas host

 9   communities.

10              We, as an organization, look forward to a

11   comprehensive and thoughtful discussion of the key

12   issues that will shape the future of Good Samaritan

13   and the other five Caritas hospitals and their

14   ability to provide quality, affordable and

15   accessible health care to their respective

16   communities.

17              Health Care For All is a statewide advocacy

18   group that seeks to create a consumer-centered

19   health care system that provides comprehensive,

20   affordable, accessible, culturally competent, high

21   quality care and consumer education for everyone,

22   especially the most vulnerable.      We work to achieve

23   this as leaders in public policy, advocacy,

24   education and service to consumers in Massachusetts.
                                                     44




 1   We work to bring social justice values into the

 2   health care system.

 3             We are looking forward to engaging in this

 4   public process before the Attorney General and the

 5   Department of Public Health, both through these

 6   formal hearings and throughout the entire

 7   deliberative process, in order to analyze the

 8   impacts of this conversion and to see whether it

 9   will indeed serve the public interest and the needs

10   of the host communities.

11             We want assurance that this review is

12   carried out on two levels.   First, on a macro level,

13   we want to ensure that a comprehensive analysis of

14   the impact that the conversion of the entire Caritas

15   network will have on the Commonwealth's health care

16   system.   What does the conversion mean to other

17   health care facilities and to the overall mix of

18   resources and services across the Commonwealth?

19             On a more micro level, we want to ensure

20   that the Attorney General and the Department of

21   Public Health conduct a distinct, comprehensive

22   review of each specific hospital.   It's essential

23   that the proposed conversion of each hospital gets

24   its own review and attention it needs in order to
                                                       45




 1   document the needs of each host community and the

 2   ability of the new owners to address these needs.

 3   This process must not be one big bundle, but six

 4   unique and community-specific reviews.

 5            Health Care For All believes that community

 6   hospitals are an integral part of the community

 7   fabric and its well-being.    When run well, these

 8   hospitals provide vibrant and robust outreach, care

 9   and support for the communities and its population.

10   We need to make sure that community hospitals all

11   across the Commonwealth continue to provide

12   top-notch affordable, accessible and high quality

13   health care that we know and expect from facilities

14   like Good Sam.

15            We certainly understand a number of the

16   issues that have been detailed before here currently

17   facing Caritas' operation.    We understand the

18   pension fund is broke, and we know the physical

19   plants are in need of help.   We know that Caritas

20   has been looking for an infusion of capital for over

21   five years.

22            With that context, Health Care For All

23   enters this review process with a dose of

24   skepticism.   The proposal in front of us considers
                                                      46




 1   selling six not-for-profit charitable hospitals,

 2   owned locally by the social justice oriented

 3   Archdiocese of Boston, to the New York-based private

 4   equity firm Cerberus, which has never owned nor

 5   operated a hospital.   This conversion raises many

 6   questions.

 7            We are here today and are focused on this

 8   conversion process because we want to make sure that

 9   this is the right deal to make.   We know that

10   Caritas and Cerberus have negotiated many hours to

11   formulate their mutually accepted deal.   Now we need

12   to expand that process to a new set of eyes and give

13   the public a seat at the table.   We expect this

14   process will be transparent, that the resources will

15   be put into third-party fact finding, and that the

16   principals of this project will be accessible to

17   all.

18            As we begin to analyze the deal and the

19   documents and look at the pieces of this conversion

20   proposal, a number of big questions arise:

21            As the profit motive is now a brand-new

22   variable in this hospital's financial equation, what

23   impact will the need to satisfy investors have on

24   the quality, affordability and accessibility of the
                                                        47




 1   care at Good Sam?

 2             The proposed conversion has an agreement

 3   for the current administration to stay on for three

 4   years.   What happens after the three years are up

 5   and what is to guard Cerberus from making radical

 6   changes, such as the elimination of key programs or

 7   even the closing down of a hospital?

 8             Does the price tag upon which the two

 9   parties have agreed adequately represent the true

10   value of this hospital and the network?    We urge the

11   Attorney General to hire an independent analyst to

12   evaluate the assets and liabilities of this network

13   to make sure that the financials make sense.

14             Why have Caritas and Cerberus failed to

15   propose the formation of an independent community

16   foundation in Brockton to provide the community

17   resources to address health concerns?     Such a

18   foundation is usually a staple in similar hospital

19   conversions.

20             As the Department of Public Health conducts

21   its Determination of Need and Determination of

22   Suitability, we need to make sure that a

23   comprehensive assessment of the needs of the

24   community is conducted.
                                                    48




 1            We encourage Caritas and Cerberus to hire a

 2   third-party analyst to conduct a Community Health

 3   Study, which would document the current health

 4   status of the community and the local health

 5   insurance market and analyze the conversion's effect

 6   on the community's access to health care.

 7            And finally, how can we ensure that the

 8   conditions set out in this agreement are measurable,

 9   reviewable and enforceable?

10            As we take part in this process and better

11   understand and document the health needs of this

12   community, we also need to ensure that the community

13   benefits provided by this hospital are not only

14   maintained, but are improved upon.

15            For example, what are the hospital's plans

16   to address important issues such as mental health

17   care, cultural competency on hospital employees and

18   services, children's health, transportation for

19   patients, green building principles, HIV services,

20   substance abuse, domestic violence, community hiring

21   practices, and other community concerns.

22            As Health Care For All, we are counting on

23   all parties and the public to do the due diligence

24   necessary to answer these questions and to make the
                                                        49




 1   process a thorough and effective one.     We are

 2   encouraged by the improvement in management of the

 3   Caritas operation over the past two years and the

 4   ability of the current management to right the ship.

 5            With the health of so many residents at

 6   stake, we want to make sure that the potential new

 7   ownership will have the capacity and the will, now

 8   and in the future, to continue to provide

 9   accessible, affordable and high quality care to the

10   residents of the Brockton area and beyond.

11            MS. GORGA:     Angela Herring.

12            MS. HERRING:    Good evening, ladies and

13   gentlemen.   Let me start by introducing myself.        My

14   name is Angela Herring, and I have been an employee

15   of Caritas Good Samaritan for the past six years,

16   working as a certified nurse in the system.

17            As I speak for the majority of employees

18   who are certified nursing assistants, unit

19   coordinators, transportation and emergency room

20   technicians, the job security and financial

21   stability and ways to improve our deliverance of

22   care to our patients and community remain as a

23   forefront.

24            Day in and day out, Good Samaritan
                                                       50




 1   employees perform services that strive to fulfill

 2   our mission to become an exceptional integrated

 3   regional health system.     Through compassion,

 4   accountability, respect and excellence, we provide

 5   outstanding care to our community and to each other.

 6            It's with great confidence that Cerberus

 7   Management will share our common goal and that we

 8   will strive into the future generating great

 9   investments for our employees and community, as well

10   as providing excellent care and safety for all

11   patients with up-to-date, modernized technology and

12   expansion of our emergency department.

13            I feel as though this deal with Cerberus is

14   a great opportunity that will provide us with many

15   positive avenues.     Their management skills with

16   Caritas' Catholic mission will take us into a new

17   and prosperous era.

18            I am also a member of the 1199 SEIU as a

19   union delegate.     We, as a union, look forward to

20   working with Cerberus management under the terms of

21   the purchase agreement.     Cerberus' documents

22   acknowledge the 1199 SEIU union contract and also

23   our contract as a successorship clause to show that

24   it stays in effect in events such as this.
                                                          51




 1               Caritas Christi Health Care and the sale to

 2   Cerberus with the former commitment in place makes

 3   me happy and comfortable to continue to receive the

 4   following obligations for our current and former

 5   employees.

 6               In closing, this is going to be a

 7   beneficial adventure, and I'm proud to be a part of

 8   it.   Thank you.

 9               MS. GORGA:     Tiffany Jadotte.

10               MS. JADOTTE:    Good evening.     My name is

11   Tiffany Jadotte.     I'm a Human Resources Advisor at

12   Caritas Good Samaritan Medical Center.

13               I recently joined Caritas Good Samaritan

14   four months ago exactly to this date, previously

15   working at the V.A. Hospital in Brockton.          So I'm

16   very familiar with the area, as well as working in

17   health care.

18               Since joining Good Samaritan, I've had the

19   good fortune of working with very dedicated and

20   compassionate employees, who have provided

21   exceptional care to their patients, as well as their

22   families.

23               I feel that Caritas Christi will only

24   benefit from the Cerberus acquisition and will
                                                     52




 1   promote job growth for our employees that will

 2   ultimately create career advancement.

 3            I also feel that the investment in new

 4   technologies will provide additional training and

 5   experience for our employees; and finally, attract

 6   the highly qualified candidates that will help

 7   deliver our mission of quality care.

 8            Thank you.

 9            MS. GORGA:    Manthala George.

10            MR. GEORGE:    Members of the Department of

11   Public Health, Attorney General's office.    My name

12   is Manthala George.

13            I'm a retired Superintendent of the

14   Brockton Public Schools, former Chair and Trustee of

15   the Brockton Hospital, and I'm currently the Chair

16   of the Board of Trustees of Trinity Catholic

17   Academy, which is a regional Catholic school

18   established in 2007 and is serving as a model for

19   Cardinal Sean O'Malley's initiative to revitalize

20   and reform Catholic education in the Archdiocese of

21   Boston for Grades pre-K through 8.     I also served as

22   a member of the Department of Public Health Council

23   from 1998 to 2006.

24            The Caritas Good Sam Medical Center has
                                                      53




 1   become a critical partner with our schools,

 2   providing medical and nursing assistance to our

 3   students, as well as health education for our staff,

 4   as well as the students.

 5              The hospital's leadership, when John Oliver

 6   was there and Stephen Gordon, the medical staff and

 7   the trustees, have been extraordinary in supporting

 8   the schools and the communities and have ensured

 9   that the students' medical and health needs are a

10   priority and are being addressed in a timely

11   fashion.

12              Brockton is fortunate to have two excellent

13   hospitals.    And with the proposed acquisition, it

14   will continue to ensure the fiscal sustainability

15   needed to be an outstanding medical center and

16   maintain its commitment to the community.

17              The City of Brockton is a community with

18   extraordinary civic pride, and having a

19   well-respected acute care hospital such as the Good

20   Sam ensures the perception of our community and

21   focuses the view that Brockton is the hub of

22   outstanding medical care in this area.

23              I strongly endorse the transfer and

24   respectfully ask for your consideration.    Thank you.
                                                      54




 1            MS. GORGA:   Glenn Ohlund of 142 Crescent

 2   Street in Brockton.

 3            (No response)

 4            MS. GORGA:   William A. King.

 5            MR. KING:    Good evening, ladies and

 6   gentlemen.   My name is William King.    I've been a

 7   resident of Brockton, MA, for 38 years, and I've

 8   been an environmental service employee at Good Sam

 9   since March of '08.   I am also a union delegate.

10            I would like to begin first by thanking

11   Cerberus for funding and joining Good Samaritan

12   Hospital and also thanking Cerberus for honoring and

13   respecting our union contract and not to forget the

14   management staff.

15            The merger between Cerberus and Caritas is

16   important for the livelihood of the hospital and the

17   employees.   The funding will open up doors for

18   better equipment and services, such as patient care

19   and safety for employees.

20            The expansion of the ER and other

21   developments will benefit our community, which will

22   open up more jobs and security.

23            For us to deliver quality care to our

24   patients and community, the funding is vital for us
                                                      55




 1   to maintain and deliver the patient care which we

 2   are expected to provide each and every day, so that

 3   we can continue to be the five star hospital which

 4   we are.

 5             Thank you.

 6             MS. GORGA:   Barry Arkin.

 7             DR. ARKIN:   My name is Dr. Barry Arkin.

 8   And I am a member of Brockton Cardiology Associates

 9   and also Chief of Cardiology at the Good Samaritan

10   Medical Center.

11             I am very pleased to speak today on behalf

12   of what I consider to be a very positive venture for

13   the Good Samaritan and for this community.

14             A physician learns early in his or her

15   practice that in order to be effective, it is

16   necessary to be skilled in both the art and science

17   of medicine.

18             The art of medicine centers on the very

19   personal relationship between a doctor and patient.

20   It involves communication -- particularly being a

21   good listener -- prompt response to a patient's

22   needs, attention to detail and compassion.

23             The science of medicine requires the

24   physician to be a lifelong learner.    Each patient
                                                   56




 1   appropriately expects that his doctor is expert in

 2   current diagnostic and treatment methods.

 3            The physician must provide for his patient

 4   a knowledge-based approach to contemporary

 5   medications and diagnostic testing of, which the

 6   ladder may involve very sophisticated and high-tech

 7   procedures; and yes, often necessarily expensive.

 8            Patients deserve expert care and treatment

 9   in the community in which they live.   Obviously not

10   every treatment and test can be provided in every

11   hospital, but many facilities, including ours, can

12   and should be equipped to take care of the vast

13   majority of patients' problems locally.

14            Medicine is very expensive, and there are

15   no simple solutions.   Providing services requires

16   significant expenditures by your local hospital in

17   order to service its patients with state-of-the-art

18   medical technology.

19            In cardiology, for example, at the Good

20   Samaritan, we provide a very comprehensive array of

21   services, which certainly can match the type of

22   treatment provided in Boston hospitals, including

23   many of the most sophisticated procedures.   We want

24   our patients to be seen in our office, and we desire
                                                     57




 1   to manage their cardiology care through a firm

 2   partnership between the office and our local

 3   hospital, the Good Samaritan.

 4             To continue to provide and expand the

 5   services in cardiology and other areas, it requires

 6   money -- lots of it.    We are most fortunate to have

 7   Cerberus Capital Management backing us and investing

 8   in this hospital's future growth and success.

 9            I believe most sincerely that the future of

10   the Good Samaritan Medical Center is bright; that

11   this hospital will continue to provide compassionate

12   and comprehensive care for the patients in this

13   community, and that we will deliver these needed

14   services with the appropriate combination of art and

15   science which the practice of medicine demands.

16            Thank you for your attention.

17            MS. GORGA:    Sue Joss.

18            MS. JOSS:    Good evening.   My name is Sue

19   Joss.   I'm the Executive Director of the Brockton

20   Neighborhood Health Center, and I also serve on the

21   Board of Trustees at Good Samaritan.

22            I'm here tonight on behalf of the 20,000

23   patients that we serve, some of the most vulnerable

24   and low income patients in our community, and here
                                                     58




 1   to thank Good Samaritan Medical Center, as well as

 2   Brockton Hospital, for the support that they have

 3   given us over the years in support of our patients,

 4   many of whom are uninsured and have cultural and

 5   linguistic barriers to care.

 6            So my hope in this transaction, which I

 7   think is very positive for the community and for the

 8   hospital, is that all of that will continue.     We've

 9   seen a new collaboration between the two hospitals

10   that I'm hoping will continue.   We've seen very

11   significant investment in community benefits by Good

12   Samaritan directly to the health center in the form

13   of supporting our care for the uninsured, which

14   we -- for care that we can't provide within our

15   walls, and providing support in recruiting new

16   physicians.

17            And as we grow -- we're growing at about 25

18   percent a year -- we need to have two strong and

19   vibrant community hospitals working together.

20            So my hope for this program, this Cerberus

21   merger, is that all of that will continue.     As a

22   board member at Good Sam, I worry about the

23   employees whose pension hasn't been funded, and I'm

24   delighted to see a solution to that.   As both a
                                                     59




 1   board member and a patient, I've seen how awkward

 2   the emergency room can be.     And I'm thrilled to see

 3   that being addressed as well.

 4            So I commend Good Samaritan and Caritas on

 5   finding a way to ensure services for the community

 6   and assure that their commitment to the uninsured

 7   and to the low income patients that we serve

 8   continues.   And I'll look to that continuing well

 9   into the future and beyond the initial term of this

10   agreement.

11            Thank you.

12            MS. GORGA:     Laura Raymond.

13            MS. RAYMOND:     Good evening, everybody.     My

14   name is Laura Raymond.     I have been employed as a

15   Registered Nurse at Good Samaritan Medical Center at

16   the Brockton campus since 1979.     I am currently the

17   Patient Care Director of the Emergency Department.

18            I'm speaking tonight in support of the

19   Cerberus acquisition of Good Samaritan Medical

20   Center, as I believe that the significant financial

21   resources this acquisition provides can only serve

22   to benefit both the employees and the people in the

23   community we serve.

24            We are in the process of building a new
                                                      60




 1   emergency department.     The improvements to our

 2   facility will increase the number of patients who

 3   seek high quality, world class care close to home.

 4   This increased financial stability will provide new

 5   technology to improve care to our patients.     New

 6   technology will necessitate increased skill,

 7   education and career opportunities.      Job growth will

 8   result.

 9             Having the ability to provide new and

10   renovated facilities offer an improved work

11   environment.     This will lead to attracting new

12   services and new talents to the community.     Good

13   Samaritan Medical Center in Brockton will attract

14   new employees, who will in turn become contributing

15   members of the community.

16             I believe that the people residing in

17   Brockton and the surrounding communities will

18   benefit from this acquisition.     I believe that our

19   mission to provide care that is high quality, with

20   positive outcomes, compassionate and respectful,

21   will remain steadfast.

22             Thank you for giving me the opportunity to

23   speak tonight.

24             MS. GORGA:    Renee Puryear.
                                                       61




 1            MS. PURYEAR:   Hi.   My name is Renee

 2   Puryear, and I have proudly served the Caritas

 3   organization since 1997 in radiology.

 4            Health care is constantly growing and

 5   expanding, and diagnostic imaging is no exception.

 6   We remain committed to our obligation to provide

 7   exceptional care to our patients with compassion,

 8   sympathy and with timely quality service.    To remain

 9   competitive in today's health care market, we need

10   to invest in capital, so we can provide the latest

11   imaging technology.

12            Good Samaritan has well educated and

13   experienced technologists, exceptional radiologists

14   and cardiologists, state-of-the-art cutting edge

15   technology that rivals Boston health care.       However,

16   we need to be mindful that CAT scan, MRI,

17   angiography, digital mammography, cardiac cath lab,

18   nuclear medicine, ultrasound and x-ray equipment are

19   extremely expensive and must be current with

20   ever-changing and advancing technology.

21            A vascular imaging suite and MRI scanner

22   will require a valuable upgrade soon.    Costly

23   maintenance and service contracts, essential

24   upgrades and replacements are needed as a result
                                                     62




 1   from continuous use of our equipment.

 2            We must remain advanced in digital

 3   technology so that physicians can diagnose and view

 4   images remotely from their homes, their offices and

 5   even during surgery in the OR.

 6            Heart disease will take the lives of

 7   approximately 630,000 people this year.    Cancer will

 8   take 560,000 lives and cerebral vascular disease

 9   140,000 lives.    Our radiology department is crucial

10   in the diagnosis of these illnesses.

11            To provide easy access for service, Good

12   Samaritan offers the Moakley outpatient Center.       We

13   have great appointment flexibility with a wide range

14   of days and times available to those who struggle

15   with long work days, child care, or with

16   transportation.    Appointments for CAT scan,

17   ultrasound, MRI, nuclear medicine, mammography, PET

18   and the cardiac cath lab are readily available.

19            Our radiology department cares for 150,000

20   people each year, and our ER for approximately

21   54,000 people each year, in which nearly half of

22   them require radiology services.

23            Radiology needs to be ready to accommodate

24   the expected growth with our new ER.    This new ER
                                                      63




 1   will provide an imaging suite for CAT scan and

 2   digital x-ray, which will expedite the care of our

 3   patients.

 4               CAT scan and X-ray is available 24 hours a

 5   day, seven days a week, 365 days a year and plays a

 6   critical role in the Code Stroke protocol where

 7   timing is crucial.     A head CT and chest X-ray must

 8   be obtained within minutes of our patient's arrival

 9   into the ER.

10               Radiology alone employs 150 people, ranging

11   from per diem to full-time status.     Outside of these

12   150 employees, we need the support of many others,

13   ranging in skill from schedulers and transporters to

14   registered nurses and physicians.     Our employees are

15   the foundation of this medical center, and their

16   talents and strengths need to be utilized right here

17   in the community in which they reside with their

18   families.

19               The last several years have been a

20   financial struggle, and the money invested by

21   Cerberus will help us reach our overall goal of

22   achieving the highest quality care with compassion,

23   accountability, respect and excellence.     Let's keep

24   our employees, cutting-edge technology, physicians
                                                     64




 1   and our patients right here in our community.

 2            Thank you.

 3            MS. GORGA:   Daniel Smith.

 4            MR. SMITH:   Good evening, everyone.    My

 5   name is Dan Smith, born and raised in Brockton, MA,

 6   a current Easton resident.

 7            I would like to thank the Office of the

 8   Attorney General, the Board of Health, as well as

 9   the staff and members of the Metro South Community

10   for holding this public hearing on this transaction.

11            I'm here tonight to voice my excitement and

12   strong endorsement of this pending transaction.

13   When you think about the dollars that are

14   represented -- almost $800 million -- it's

15   astronomical, but I'd like to try and personalize it

16   to what it means to a father of two, whose both sons

17   were born at Caritas Good Samaritan hospital, one of

18   which doesn't have perfect health, and I actually

19   have the doctors at Caritas in its emergency

20   department to thank for saving his life.

21            The other piece that I'd like to talk about

22   is I'm also the co-founder and director of a

23   non-profit organization called "Strike Out Cancer"

24   that provides patient aid to families and
                                                     65




 1   individuals that are burdened by cancer.     And we

 2   have a partnership with Good Sam and their

 3   tremendous team that helps us reach our mission.

 4              My son Zachary is about a year and a half

 5   old.    About four months ago he had a heart rate over

 6   200.    His breathing rate was just -- almost panting

 7   like a dog.

 8              So my wife Jennifer and I rushed him over

 9   to Good Sam.    And thankfully, the team that they had

10   in place provided the necessary services to save his

11   life.

12              But while I was there, I noticed that it's

13   a dated facility.    And having had the opportunity to

14   read about the groundbreaking that took place a few

15   weeks ago -- and actually hadn't been there -- to

16   know that my child, my family, my friends will have

17   these services available to them, and the doctors

18   and the nurses that will be able to provide better

19   services in a better facility, it's incredibly

20   exciting and inspiring to myself and my family.

21              So I'd like to thank the Caritas team for

22   putting this transaction in place and providing

23   better services for us here in the community.

24              As the cofounder of Strike Out Cancer, it's
                                                        66




 1   an all-volunteer organization, so it's important to

 2   us to know that this transaction that's taking place

 3   is not going to affect the ability to reach the

 4   folks that are fighting cancer that are having a

 5   difficult time paying their bills.

 6              And the team with Margaret Carr and the

 7   leadership of individuals like Chris Shepherd and

 8   the President of the Caritas network in Brockton,

 9   it's good to know that these folks will be in place

10   and the ability to help a number of people won't

11   change.

12              So again, thank you for holding this public

13   session.    I can't tell you enough how important this

14   is to the people of the community, throughout the

15   Commonwealth; and just again, I strongly urge you to

16   accept the transaction that's proposed.

17              Thank you.

18              MS. GORGA:   Richard Herman.

19              DR HERMAN:   Good evening.     My name is Dr.

20   Richard Herman.    I'm a resident of Easton.      I'm the

21   Chief of the Emergency Department at Good Samaritan,

22   and I'm here to speak in support of the Cerberus

23   acquisition.

24              I'd like to say that I've been an emergency
                                                     67




 1   physician in the City of Brockton for the past 30

 2   years, but that would be an exaggeration.    It's only

 3   been 29 years, 11 months and 8 days.

 4            I've devoted my entire professional career

 5   to providing health care in the city.   And besides

 6   my experience in the ER, I've worked on a number of

 7   public health initiatives.

 8            I'm passionate about emergency medical

 9   care, and I am passionate about achieving a standard

10   of excellence, and that is why I support this

11   Cerberus acquisition.

12            This deal will bring an infusion of capital

13   that will allow Good Sam to attract new doctors and

14   expand its services, so that more people can get

15   health care in the City of Brockton and won't have

16   to travel into Boston.

17            I support the Cerberus acquisition because

18   of the financial stability that it will bring to

19   Good Sam, to the hospital and to the community.

20   We've seen enough businesses close down.    We've seen

21   enough empty store fronts in this region.    The

22   Cerberus deal will ensure that the hospital that

23   sees over $50,000 visits in its emergency department

24   every year will be on sound financial ground.
                                                     68




 1             But most of all, I support the Cerberus

 2   acquisition, because it will mean a new emergency

 3   department for Good Samaritan, for the people of

 4   Brockton and Stoughton and Easton and all the

 5   surrounding towns.

 6             The emergency department is the front door

 7   of the hospital, but that front door is a bit old

 8   and weather-beaten right now.     Our current emergency

 9   department is showing its age, and that makes it a

10   hard place.     It's a hard place to be a patient and

11   it's a hard place to be a provider.

12             In the year 2010, it's hard to deliver

13   modern health care in a place that was built nearly

14   50 years ago.    The people of this community deserve

15   better.   We deserve an ED based on the bedrock

16   fundamentals of excellence in emergency care;

17   quality, safety, comfort and privacy.

18             And with the Cerberus acquisition, we can

19   build that new state-of-the-art ED; a new emergency

20   department with dedicated space for trauma, for

21   pediatrics, for infectious patients, for patients

22   with behavioral health emergencies.     In short, a

23   modern emergency department with everything to meet

24   the needs of our community.    That is why I support
                                                         69




 1   the Cerberus acquisition.

 2               Thank you.

 3               MS. GORGA:     Karen Gavigan.

 4               MS. GAVIGAN:     My name is Karen Gavigan, and

 5   I'm here to speak as a nurse with 35 years of

 6   experience.     I have worked at the Good Sam for over

 7   20 years.

 8               I grew up in Canton, Massachusetts, and my

 9   family used the Cardinal Cushing/Good Samaritan

10   Hospital for its care.        I currently practice at the

11   Same Day Center surgery department.         I am also here

12   as the elected co-chair of the local bargaining unit

13   of the Massachusetts Nurses Association, which

14   represents more than 300 nurses and health care

15   professionals who are the backbone of this hospital

16   and a reason for their success.

17               I care deeply about the hospital and am

18   committed to ensuring that it continues its mission

19   of providing quality care to all, regardless of

20   race, color or creed.

21               As nurses, we don't see the hospital as a

22   business or profit center, but as a center for care

23   for the surrounding communities.        If we forget this

24   or neglect this, we will fail our moral and ethical
                                                     70




 1   responsibilities.

 2               I am here to say that I support the sale of

 3   the Caritas facilities to Cerberus, but I do so with

 4   some concerns.     We support the sale because it will

 5   provide capital funding for the much needed

 6   upgrading of the facility, particularly the

 7   emergency department, which will allow us to better

 8   serve our community.     And the ER is the busiest of

 9   all the Caritas facilities.

10               We are pleased to see that the existing

11   administration is staying on board for the next

12   three years and to see that there is a commitment to

13   ensure the current mission of the hospital.

14               As a union nurse and member of MNA, I can

15   speak to the fact that providing collective

16   bargaining will protect the public and keep a safe

17   workplace for our patients.

18               The MNA is a supporter to establish safe

19   staffing standards in all hospitals, and we do

20   support a bill that hasn't become law, but we hope

21   that it does, to guaranty optimum safety for our

22   patients.

23               We know that given the economic climate,

24   for-profit providers are inevitable.     They are
                                                      71




 1   interested in managing investments, where we, as

 2   nurses, are interested in patient safety, quality of

 3   care and dignity of our patients.

 4             As a member of MNA Board of Directors, I've

 5   spoken with my colleagues who work for other

 6   for-profit providers, including nurses from St.

 7   Vincent Hospital in Worcester and MetroWest in

 8   Natick.   I was alarmed to learn that they are

 9   somewhat discouraged about their experience working

10   in the environment.    They describe a struggle to

11   have administration adhere to basic standards.

12             So we believe that the Attorney General and

13   DPH should put in protections and hope that there

14   will always be a local Board of Trustees with real

15   power to govern the operations, so that our mission

16   is followed and protected.    We are committed to

17   working with our new employer to ensure the hospital

18   continues to provide care to all.

19             As one of my colleagues, Maureen Healey,

20   stated, our goal is to continue to provide care to

21   all, whether they are from Park Avenue or the park

22   bench.

23             Thank you.

24             MS. GORGA:   Margie McLuskey.
                                                     72




 1             MS. McLUSKEY:   Good evening.   My name is

 2   Margie McLuskey, and I'm here to speak as a

 3   registered nurse who has a long history with Good

 4   Samaritan Medical Center.

 5             I worked on the building fund for Cardinal

 6   Cushing Hospital as a teenager and was the first

 7   captain of the Candy Stripers.   I then worked as a

 8   ward secretary and a nurse's aide while in nursing

 9   school.

10             I started my career as an R.N. in 1974 at

11   Cardinal Cushing and have been there ever since.       I

12   guess you could say that I've grown up at Good

13   Samaritan.

14             We have seen many changes over the years.

15   We have been through a merger, a fire, and multiple

16   administrations.   This proposed acquisition by

17   Cerberus is much needed for capital improvements,

18   which are necessary to improve the physical plant

19   and to help our hospital to better serve the

20   community we are so closely connected to, especially

21   the new emergency department.

22             However, I am hoping that Cerberus will

23   continue to follow the present mission of the

24   hospital to provide the highest quality care to all
                                                    73




 1   who enter our doors, regardless of race, creed,

 2   color or economic status.    My fear is that if we

 3   abandon that mission in order to keep investors

 4   happy, then we will have failed as a major health

 5   care provider to the people of Brockton and all of

 6   the surrounding communities that we serve.

 7            Given the current economic climate and the

 8   changing health care environment, I believe that

 9   for-profit health care systems are inevitable.       My

10   main concern is the potential to place profit ahead

11   of patients; to let the bottom line be the sole

12   determination for decisions made in the future.

13            As an R.N., presently working as a case

14   manager, I have on occasion had to make decisions

15   that were not always the best for the profitability

16   of the hospital, but I knew they were the best for

17   my patients.   Because of the mission of the

18   hospital, I was generally supported in these

19   decisions by the administration, because it was what

20   was best for our patients.

21            I hope that as long as I continue to work

22   at Good Samaritan, I will be able to make the best

23   choices for patients and their families, even if

24   that decision may not be the most profitable
                                                        74




 1   decision for the hospital.

 2              My hope for the future is that Cerberus

 3   will continue this mission that I have worked under

 4   for the last 36 plus years.     Thank you.

 5              MS. GORGA:   Kerry McCollem.

 6              MS. McCOLLEM:   Good evening.     My name is

 7   Kerry McCollem, and I work in the Critical Care Unit

 8   at the Good Sam.    More importantly, I have lived in

 9   the community served by the Good Sam, and my family

10   and I have been patients of the Good Sam.

11              I'd like to speak tonight in favor of the

12   Cerberus Capital Management acquisition of Caritas

13   Christi.

14              For the past three years, I have worked

15   side by side with nurses, physicians, therapists,

16   technicians, administrators and others in the

17   Critical Care Unit.     We have always provided

18   compassionate, exceptional care to the patients and

19   families we serve, but we have not always provided

20   this in an exceptional facility.

21              We now have the opportunity to continue

22   this exceptional care with the latest and most

23   advanced technologies.     The influx of new monies

24   into our hospital from Cerberus will allow us to
                                                        75




 1   invest for the future in our people, facilities and

 2   technologies.     Even before the acquisition is

 3   completed, we have begun construction of a world

 4   Class 32,000 square foot emergency room, only a

 5   stone's throw from where we are seated tonight.         And

 6   I know that's the first time you've heard that

 7   tonight, so I apologize.

 8            The improved financial stability made

 9   possible through the acquisition allows us to

10   continue our mission with a sure-footed future.

11   This clear future gives security, confidence and

12   peace of mind to our current employees, while also

13   enabling us to attract the best and brightest talent

14   in health care.

15            This financial vitality extends beyond the

16   walls of the medical center as well.     Our new tax

17   status will allow us to spread the tax burden faced

18   by the people in our community.     Responsible growth

19   will create new jobs, and our capital projects will

20   stimulate other local businesses.     It's a wonderful

21   cycle that I hope continues for years.

22            On a very personal level, I have comforted

23   many families through difficult times in my Critical

24   Care Unit.   I have heard their life stories, the
                                                           76




 1   stories of their husband, wife, parent, and

 2   unfortunately even children that they are losing.

 3   Some of these people have been coming to the Good

 4   Sam in one form or another for most of their lives.

 5            We deserve world class health care where we

 6   live in this community.     My family deserves it and

 7   so does yours.     Cerberus is the vehicle to that

 8   world class care.     And that is why I completely

 9   support this new magnificent future.

10            Thank you.

11            MS. GORGA:     Mary Waldren.     50 School

12   Street, Brockton.

13            (No response)

14            MS. GORGA:     Melissa MacLeod.

15            MS. MacLEOD:     Good evening.     My name is

16   Melissa MacLeod.     I'm the clinical leader in the ICU

17   and the Senior Behavorial Health Unit at Good

18   Samaritan.   I've been working there for the past

19   seven years as a registered nurse in the ICU and

20   just recently joined the administration team.

21            I'm very excited about the acquisition of

22   Caritas Christi by Cerberus Capital Management.            To

23   me, this will mean several things.

24            The financial stability of the hospital
                                                        77




 1   will increase job security and allow for further

 2   career advancement.     As we have seen in surrounding

 3   hospitals, the lack of nursing positions and job

 4   freezes has been overwhelming.     Knowing that Caritas

 5   will be expanding their workforce and not decreasing

 6   it brings comfort to me and my fellow co-workers.

 7              From the new emergency room to new

 8   state-of-the-art equipment, we will be able to

 9   provide the finest medical care in the area.       The

10   new facilities will offer a better environment and

11   enable us to focus on what we are truly here for;

12   the patients.

13              My mother has worked here at Good Samaritan

14   for almost 40 years.     This acquisition gives me the

15   confidence that I may see the same longevity with

16   Caritas.

17              Thank you.

18              MS. GORGA:   Senator Tom Kennedy.

19              SENATOR KENNEDY:   Good evening.    I

20   apologize for being tardy.     I'm just coming from a

21   long hearing at the State House regarding the

22   expanded gambling and racing bill, and obviously

23   there's strong interest of me and my constituents in

24   this area.
                                                       78




 1              The last time I was in this auditorium was

 2   my first time.    It was when we dedicated this

 3   beautiful facility to Matt George, a living legend

 4   here in Brockton and an educator of the highest

 5   renown across the Commonwealth.

 6              So I'm so happy to see this building used

 7   for a full purpose; education for our young folks

 8   and for community service for hearings such as this.

 9   And I thank the authorities and the bureaucrats for

10   taking the time to come here, a long hearing and a

11   long evening.

12              I'm here just to say a few words of support

13   about my feelings for Good Sam and its newest

14   chapter in its long history.

15              My original exposure to Good Sam was in

16   1965 as a 14-year-old alter boy at St. Patrick's

17   Parish.    My pastor was Monsignor Peter Tooey, one of

18   the first members of the Board of Trustees of the

19   Cardinal Cushing Hospital.     He recruited a couple of

20   us for the groundbreaking, what was then a farm just

21   up on the edge of the city in a little developed

22   section.

23              And I was there when the Cardinal moved the

24   earth himself to commence the construction of what
                                                     79




 1   turned out to be such a beautiful, beautiful

 2   facility and a lovely campus.    Its setting alone is

 3   very special and eye-catching.

 4            I was there again in 1968, when his

 5   Eminence cut the ribbon.   And there's a picture, I

 6   think, of him and myself behind the Cardinal in the

 7   corridor leading down to the emergency room.

 8            So my affection and my bond with the

 9   Cushing Hospital, Good Sam, go way back.    And I'm

10   happy to be part of this hearing and this new

11   endeavor in a very small, but enthusiastic capacity.

12            Good Sam has truly been an essential part

13   of our community fabric.   This action that we're

14   discussing today solidifies the long-term stability

15   of the tenth largest employer of the Commonwealth of

16   Massachusetts, with 1,800 employees, workers,

17   valuable workers at Good Sam in the Greater Brockton

18   area.

19            As I understand, this acquisition will

20   permanently secure the pensions of 13,000 current

21   and former employees of Good Sam.    And that's a

22   great relief and a source of comfort and

23   satisfaction to families wide and far, that you

24   folks that make such decisions cannot truly
                                                        80




 1   understand or appreciate how much that means to so

 2   many.

 3               The conversion to a for-profit organization

 4   will help generate badly needed local tax revenues.

 5   And as someone on the Ways and Means Committee up in

 6   the State House who is having to make tough

 7   decisions in our budget recommendation for this

 8   year, "tax revenues" are the sacred words, and it's

 9   the key words that we grab onto in these dark days

10   of the Good Sam coming along and now going to use --

11   provide badly needed tax revenues on the beautiful

12   campus I just spoke about is a big shot in the arm

13   to Brockton.

14               In a time when companies are leaving

15   Massachusetts and do so causing great pain and

16   anguish for many of us, this is most encouraging to

17   have guaranteed that Massachusetts will not lose

18   ownership or control of the Good Sam or the Caritas

19   system; but rather, it will be a home-based

20   business.

21               The capital projects that are being

22   discussed and are currently undergoing up at Good

23   Sam in the form of a beautiful new emergency

24   department, again, is most encouraging and a real
                                                     81




 1   commitment as to the truism of the promises of the

 2   takeover of Caritas Good Sam.

 3            And the commitment that has been made and I

 4   know will be fully recognized and lived up to is

 5   most encouraging; a pledge to maintain over $67

 6   million in yearly community benefits and spending

 7   programs that benefit the Greater Brockton area,

 8   benefits like the local cardiovascular and wellness

 9   screening clinics.

10            Lots of folks go up there and use those

11   open houses to go in and take those simple tests

12   that are life-saving movements and measures.     They

13   feel very comfortable and very much at ease in

14   dealing with the personnel; and the end results,

15   again, are beneficial to the individuals, the

16   families and to our community in general.

17            The Community Resource Day at Good Sam

18   partners with approximately 25 different agencies on

19   a variety of medical issues, including low income

20   prescription costs, mortgage assistance, health care

21   insurance, daycare.   The whole gamut of the social

22   programs that, again, are very viable to a community

23   like Brockton are so nicely addressed in the past by

24   Good Sam and now in the future by the new takeover.
                                                        82




 1            So Good Sam's influence is widespread in

 2   over 56 community organizations in the Brockton area

 3   that have on their boards as advisors, as mentors

 4   and as members staff personnel emulated in the

 5   standards of Good Sam that have come forth from

 6   their free time after their labors as employees and

 7   spend their free time in civic and volunteer

 8   capacities for the betterment of our community.

 9            So we're very grateful for what Good Sam

10   has done, and we're even more grateful for what she

11   is going to continue to do under this new

12   leadership.

13            So I wholeheartedly endorse it and urge all

14   parties to support it in every way possible.        Thank

15   you.

16            MS. GORGA:   Dr. Peter Gordon.

17            As Dr. Gordon walks to the podium, I'd like

18   to tell you that we are coming to the end of the

19   list of those who have signed up.

20            If you didn't sign up as you came in and

21   you would now like to speak, I'd like to invite

22   you to go out into the hall and sign up.     And

23   we will then call you after Dr. Gordon.     Thank

24   you.
                                                     83




 1              DR. GORDON:   Thank you very much.

 2              Members of the Committee and Audience,

 3   first let me introduce myself.     I'm a diagnostic

 4   radiologist who has spent my entire 30-plus-year

 5   career in this community.     I'm Chairman of the

 6   Department of Radiology, immediate past president of

 7   the medical staff of Caritas Good Samaritan and was

 8   even president of the medical staff at the Cardinal

 9   Cushing.    I was also past president of the

10   Massachusetts State Radiology Society.

11              I would like to speak strongly in favor of

12   the proposed acquisition of Caritas Christi Health

13   Care by Cerberus Management.

14              We have always attempted to provide the

15   highest quality and cost-effective medical care to

16   our Brockton community.     Over the past decades we've

17   been quite successful in this endeavor.     Cerberus

18   Capital Management will infuse substantial funds

19   such that Caritas Good Samaritan Medical Center will

20   be capable of fulfilling this mission now and well

21   into the future.

22              My specialty requires significant capital

23   investment in order to provide state-of-the-art

24   imaging.    We have been long leaders in imaging and
                                                     84




 1   wish to remain so.   It is obvious to all that our

 2   emergency room and operating rooms, although

 3   serviceable, require major upgrades to better serve

 4   our patients.

 5             It is my desire that patients should feel

 6   that Caritas Good Samaritan provides the environment

 7   and equipment, such that in times of stress,

 8   patients and their families can feel confident that

 9   the best medical care is right here in our community

10   of Brockton.

11             The employees of Good Samaritan Medical

12   Center have incredible longevity with the

13   organization, and it has been my great pleasure to

14   work with them through many years.

15             As you may know, Cerberus Capital

16   Management plans to fully fund the employee

17   pension fund.   Our hardworking employees, many of

18   whom are part of our Brockton community, deserve to

19   receive the retirement that they have earned and

20   expect.

21             The multimillion dollar construction that

22   is ongoing as we speak will employ many Brocktonians

23   in the construction phase and will allow for

24   long-term employment as our hospital expands.
                                                       85




 1               It is my belief that there is no

 2   significant difference in the medical care provided

 3   by a for-profit and a not-for-profit organization.

 4   We have a strong board, a strong medical staff,

 5   strong nursing, strong technologists.      People in

 6   this community are committed to strong medical care,

 7   and we will do so with the help of Cerberus.

 8   Furthermore, a for-profit organization will generate

 9   tax revenues for the people of Brockton.

10               In closing, I hope that you will favorably

11   consider the acquisition of Caritas Christi Health

12   Care by Cerberus Capital Management.       Our patients

13   will be better served, and an improved medical

14   center will be a source of pride and comfort for

15   Brockton.

16               Thank you very much.

17               MS. GORGA:   Thank you.   There are no more

18   speakers, unless anyone would like to step forward

19   now and speak.

20               (No response)

21               MS. GORGA:   I declare the hearing

22   closed.

23               The record will be kept open until July

24   30th.     If you have comments and you wish to submit
                                                  86




 1   them, you can either do that tonight or you can send

 2   them to me.

 3            The address is in the ad that many of you

 4   probably saw in the Brockton Enterprise; or if you

 5   wish to stop at the desk on the way out, I can give

 6   you the address.

 7            Thank you very much for coming.

 8                 (Whereupon, the hearing was

 9                 closed at 7:52 p.m.)

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24
                                                    87




 1                   C E R T I F I C A T E

 2            I, Jane M. Williamson, Certified Merit

 3   Reporter, do hereby certify that the foregoing

 4   transcript, Volume I, is a true and accurate

 5   transcription of my stenographic notes taken on

 6   Tuesday, June 8, 2010.

 7

 8

 9

10                             Jane M. Williamson

11                            Certified Merit Reporter

12

13

14                        -    -   -   -

15

16

17

18

19

20

21

22

23

24
                 D I S C L A I M E R

    This transcript in any format is a confidential

communication between Doris O. Wong Associates,

Inc., a professional court reporting firm, and the

parties to this matter and their counsel.    Any

reproduction or distribution of this transcript

without the express permission of the parties is a

violation of this confidentiality.     To fulfill any

request to the court reporter for an additional copy

or copies from persons or entities without standing

in this matter will require the consent of the

parties and/or counsel and/or a court order for such

delivery.

						
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