Exhibit 99.1
November 30, 2000
Mr. John A. O'Rourke
President & CEO
Blue Cross Blue Shield of Missouri
1831 Chestnut Street
St. Louis, MO 63103
Mr. John A. O'Rourke
Chairman, President & CEO
RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, MO 63103
The Missouri Foundation For Health
c/o Mr. Paul C. Wilson, Chairperson
221 West High Street
Jefferson City, MO 65101
Subject: BCBSMo Settlement Agreement and Plan of
Reorganization: Reaffirmation of Tax Opinion Letter
Ladies and Gentlemen:
Pursuant to your request, PricewaterhouseCoopers, LLP ("PwC")
issued to you the Tax Opinion Letter(1) dated June 14, 2000 (a copy
of which is attached), regarding certain material United States
federal income tax consequences of a series of transactions that
will be consummated pursuant to the Settlement Agreement and
Plan. You have requested that PwC reaffirm its Tax Opinion
Letter as of this date.
In issuing this letter of reaffirmation, PwC notes the following
factual changes that have occurred since the date of the Tax
Opinion Letter:
1. The Foundation has received a letter from the IRS dated July
13, 2000, stating that the IRS has determined that the Foundation
is exempt from federal income tax under Section 501(a).
2. BCBSMo submitted to the IRS a request for rulings dated May
17, 2000, as supplemented August 2, 2000, August 23, 2000,
October 13, 2000, October 25, 2000, October 31, 2000, November
16, 2000 and November 22, 2000 (collectively, the "Ruling
Request").
Since issuing the Tax Opinion Letter, PwC has read copies or
originals, certified or otherwise identified, of the following:
a. The Ruling Request.
b. The Registration Statement on Form S-4 of New RIT (which
includes the proxy statement of RIT and prospectus of New RIT)
filed with the Securities and Exchange Commission on October 4,
2000.
c. The Final Order and Judgment by the Circuit Court of Cole
County, Missouri, in the matter of Blue Cross and Blue Shield of
Missouri vs. Jeremiah W. (Jay) Nixon (Case No. CV197-1558CC)
dated November 3, 2000.
d. The BCBSMo letter to PwC dated November 30, 2000, reaffirming
its representations.
e. The Foundation letter to PwC dated November 30, 2000,
reaffirming its representations.
f. Letter from the IRS to the Foundation dated July 13, 2000,
stating that the IRS has determined that the Foundation is exempt
from federal income tax under Section 501(a).
g. Articles of Incorporation of The Missouri Foundation For
Health, a Missouri nonprofit public benefit corporation, as filed
with the Missouri Secretary of State on January 6, 2000, as
amended November 27, 2000.
h. Bylaws of The Missouri Foundation For Health, a Missouri
nonprofit public benefit corporation, as adopted by the board of
the Foundation on March 13, 2000, as amended through November 27,
2000.
PwC has assumed (without independent verification) that all
signatures on all documents presented to it are genuine, that all
documents submitted to it as originals are accurate originals
thereof, that all information submitted to it was accurate and
complete, and that all persons executing and delivering originals
or copies of documents examined by it were competent to execute
and deliver such documents.
REAFFIRMATION
Based upon the reaffirmation of your representations as of this
date, PwC hereby reaffirms the Tax Opinion Letter as of this
date.
* * * * *
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
DRM/tld
Enclosures
_______________________________
(1) Capitalized terms have the meanings set forth in the Tax
Opinion Letter, unless indicated otherwise.
