Bh 1

“SEE 8B DETAIL BELOW”

“In 2012, bh1 reduced its board of directors size to three members. At that time, the board eliminated all committees and began addressing all matters at the board of directors meetings. This practice continued throughout 2013 until the court appointed liquidation agent assumed his duties in december 2013. Throughout 2014, the liquidation agent reported to and was under the supervision of the bankruptcy court.”

“Form 990 is reviewed by the president prior to its filing.”

“Bh1 requires annual disclosure from its directors, officers and key employees of any potential conflicts of interest. Bh1 has a written conflict of interest policy which states that each bh1 director, officer, and key employee understands that decisions about bh1 operations and the use or disposition of bh1's assets should be made to further the goals and mission of bh1 and not for private profit or other personal benefit to the individuals affiliated with bh1 who take part in those decisions. Such individuals annually sign a statement that discloses any current or potential conflicts of interest with any proposed or ongoing bh1 transaction or arrangement. The conflict of interest policy also imposes a duty upon such individuals to immediately disclose a potential conflict of interest should one arise prior to the annual statement being signed. The conflict of interest policy also provides that the board of directors shall review such annual disclosure statements and any such reports made during the year and make further investigation as it deems desirable. After disclosure of a potential conflict of interest and all material facts, the question of whether a conflict exists shall be discussed and voted upon by the disinterested directors and the disinterested directors shall decide if such conflict of interest exists. If a majority of the board of directors is interested persons with respect to a particular matter, then the disinterested directors of bh1 shall appoint a special conflict of interest committee of non-interested persons to review such matter. The conflict of interest committee shall report directly to the disinterested directors. If the disinterested directors or conflict of interest committee determines that a conflict of interest exists, the disinterested directors or conflict of interest committee shall determine by a majority vote whether (1) the transaction or arrangement is in bh1's best interest and for its own benefit, (2) the transaction or arrangement is fair and reasonable from the perspective of bh1, and (3) bh1 is unable to obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances. If the disinterested directors or conflict of interest committee decides that any of the criteria set forth in items 1, 2 and 3 have not been satisfied, bh1 will not enter into the transaction or arrangement. In determining whether a transaction or arrangement is fair and reasonable to bh1, the disinterested directors or conflict of interest committee shall obtain and review (where appropriate, taking into account the materiality of the transaction or arrangement) one or more (i) appraisals of the fair market value of the transaction or arrangement, (ii) offers from comparable competing entities, (iii) studies of compensation arrangements, or (iv) reports or studies from independent parties who have a demonstrated expertise in valuing or analyzing the fairness of such a transaction or arrangement.”

“The liquidation agent and his fee were approved by the bankruptcy court. He reports to and is under the supervision of the bankruptcy court.”

“The organization's form 990 is in the organization's storage facility, storage place of cool springs, 1006 flagpole court, brentwood ,tn 37207. This document is available upon request.”

“The organizational governing documents, conflict of interest policy, and financial statements are filed in binders at the organization's storage facility, storage place of cool springs, 1006 flagpole court, brentwood ,tn 37207. These documents are available upon request.”

“The united states bankruptcy court approved bh1's confirmation plan on december 11, 2013. The pbgc assumed the role of trustee for the baptist hospital system, inc. Retirement plan on december 11, 2013. The confirmation plan was effective on december 27, 2013 at which time bh1 ceased normal operations and a liquidation agent approved by the bankruptcy court assumed responsibility for operations to wind down the corporation. The vast majority of bh1's assets were transferred to the pbgc as of december 31, 2013.”

“Other fees: program service expenses 0. Management and general expenses 91,661. Fundraising expenses 0. Total expenses 91,661.”

“Change in net pension liability to pension benefit guaranty corporation -321,850.”

“Request for determination of unpaid liability (in re bh1, bankruptcy case no. 12-11744): bh1 (the "debtor") filed a petition for relief under chapter 11 of title 11 of the united states code on december 28, 2012 in the bankruptcy court for the middle district of tennessee. The debtor retained possession of its estate, and no trustee was appointed. By order entered december 11, 2013, the court confirmed the debtor's chapter 11 plan of liquidation (the "confirmed plan"), which provided for the liquidation and distribution of all of debtor's assets. I am the debtor's liquidation agent, as defined in the confirmed plan. Enclosed herewith, please find the final tax return of bh1 and payment of the tax liability shown in the return, if any. Pursuant to 11 u.s.c. 505(b)(2), i request a determination of any unpaid liability of bh1, inc. For any tax incurred during the administration of its bankruptcy case. Please take note that, should you decide to examine this return, you have 60 days from the date of this request to notify me that this return has been selected for examination. You must complete such examination and inform me of any tax you determine to be owed within 180 days of the date of this request. See 11 u.s.c. 505(b)(2)(a). If you have any questions, please contact me at [email protected] or (615) 414-7251 or glenn rose, the debtor's legal counsel, at harwell howard hyne gabbert & manner, p.c., (615) 256-0500 and [email protected].”