-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxBvFMCB5MMikXgh+Js4U/DMiocVoRMt+Pfw3ycxarGQeTsfwQ4grHsXp2RlMFsg Xc9e7IyE0wu0SZMThVvgkA== 0000950144-01-504314.txt : 20010710 0000950144-01-504314.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950144-01-504314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010625 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVINCE HEALTHCARE CO CENTRAL INDEX KEY: 0001044942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 621710772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23639 FILM NUMBER: 1676583 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153701377 MAIL ADDRESS: STREET 1: 105 WESTPARK DR SUITE 180 STREET 2: 105 WESTPARK DR SUITE 180 CITY: BRENTWOOD STATE: TN ZIP: 37207 8-K 1 g70272e8-k.txt PROVINCE HEALTHCARE COMPANY 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2001 (June 25, 2001) ------------------------------ PROVINCE HEALTHCARE COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-23639 62-1710772 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 105 WESTWOOD PLACE SUITE 400 BRENTWOOD, TENNESSEE 37027 (Address of Principal Executive Offices) (Zip Code) (615) 370-1377 (Registrant's Telephone Number, Including Area Code) 2 ITEM 5. OTHER EVENTS (a) On June 25, 2001, Province Healthcare Company (the "Company") announced that it had entered into a definitive agreement (the "Agreement") to acquire Ashland Regional Medical Center in Ashland, Pennsylvania from Tri County Health System, Inc. and its affiliates. Ashland Regional Medical Center is a 126-bed facility with net revenues for its last fiscal year of approximately $21 million. The closing of the transaction, which is scheduled for the third quarter of 2001, is subject to customary closing conditions and standard regulatory approvals. The Company will acquire the assets and operations of Ashland Regional Medical Center for approximately $4 million. (b) Effective July 2, 2001, the Company, through a wholly-owned subsidiary, acquired substantially all of the assets used in the operation of Selma Baptist Hospital in Selma, Alabama from Baptist Health and Montgomery Baptist Outreach Services Corporation of Montgomery, Alabama. The aggregate purchase price was approximately $31 million, plus working capital. The hospital reported net revenues of approximately $36 million for the year ended June 30, 2000. The assets acquired included the 214-bed general acute care hospital facility, the real property on which the facility is located and related facilities. To finance the acquisition, the Company borrowed $34 million pursuant to the terms of its revolving credit facility with a syndicate of banks led by First Union National Bank, as Agent. As a result of the acquisition, the Company now owns or leases 15 general acute care hospitals in 10 states with a total of 1,572 licensed beds. The Company also has management agreements for 36 primarily non-urban hospitals in 13 states with a total of 2,981 licensed beds. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Copy of the press release, dated June 25, 2001, relating to the announcement that Province Healthcare Company signed a definitive agreement to acquire Ashland Regional Medical Center in Ashland, Pennsylvania from Tri County Health System, Inc. and its affiliates. 99.2 Copy of the press release, dated July 3, 2001, relating to the announcement that Province Healthcare Company has completed the acquisition of Selma Baptist Hospital in Selma, Alabama, and has entered into an additional letter of intent. ITEM 9. REGULATION FD DISCLOSURE On July 3, 2001, the Company announced that it had entered into an additional letter of intent ("LOI") to acquire a hospital facility, and that it currently has three LOI's outstanding. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROVINCE HEALTHCARE COMPANY By: /s/ Brenda B. Rector --------------------------------- Brenda B. Rector Vice President and Controller Date: July 9, 2001 EX-99.1 2 g70272ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: MERILYN H. HERBERT VICE PRESIDENT, INVESTOR RELATIONS (615) 370-1377 PROVINCE HEALTHCARE ANNOUNCES A SECOND ACQUISITION AGREEMENT Brentwood, Tennessee, June 25, 2001--Province Healthcare Company (Nasdaq: PRHC) today announced that the Company has reached agreement to acquire Ashland Regional Medical Center in Ashland, Pennsylvania. This is the second hospital acquisition agreement announced in 2001, and the transaction is expected to close in the third quarter of 2001. The Company now has two remaining Letters of Intent (LOI's) outstanding. Ashland Regional Medical Center is a 126-bed hospital with net revenues for its last fiscal year of approximately $21 million. Under the agreement, Province will pay approximately $4.0 million for the facility. Martin S. Rash, Chairman and Chief Executive Officer of Province Healthcare, commented, "Ashland Regional will be our first Pennsylvania hospital and is a typical Province acquisition. It is the only hospital in the community with a service area of approximately 65,000 residents. By bringing new services, updated facilities and additional highly qualified physicians to this community, we have the opportunity to make Ashland Regional the leading provider of quality healthcare in the area." Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company owns or leases 14 general acute care hospitals in nine states with a total of 1,358 licensed beds. The Company also provides management services to 38 primarily non-urban hospitals in 14 states with a total of 3,098 licensed beds. Except for historical information contained herein, the statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties which may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks include, among others, risks associated with general economic and business conditions, the effect of future governmental regulations, including the recently enacted Balanced Budget Act of 1997, changes in Medicare and Medicaid reimbursement levels, and the Company's ability to implement successfully its acquisition and development strategy and to obtain financing therefore. Those and other risks are described in the Company's filings with the Securities and Exchange Commission (SEC), copies of which are available from the SEC or may be obtained upon request from the Company. CONTACT: Merilyn H. Herbert, Province Healthcare Company (PRHC) at (615) 370-1377. EX-99.2 3 g70272ex99-2.txt PRESS RELEASE 1 EXHIBIT 99.2 NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: MERILYN H. HERBERT VICE PRESIDENT, INVESTOR RELATIONS (615)370-1377 PROVINCE HEALTHCARE COMPLETES ACQUISITION OF ALABAMA HOSPITAL AND ANNOUNCES NEW LETTER OF INTENT Brentwood, TN, July 3, 2001 - Province Healthcare Company (Nasdaq:PRHC) announced today that it has completed the acquisition of the 214-bed Selma Baptist Hospital in Selma, Alabama. The hospital was acquired from Baptist Health of Montgomery, Alabama for approximately $31.0 million and had revenues of approximately $36.0 million in its last fiscal year. Additionally, Province announced the signing of a new Letter of Intent (LOI) and now has three LOI's outstanding. Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company owns or leases 15 general acute care hospitals in ten states with a total of 1,572 licensed beds. The Company also provides management services to 36 primarily non-urban hospitals in 13 states with a total of 2,981 licensed beds. CONTACT: Merilyn H. Herbert, Province Healthcare Company (PRHC) at (615)370-1377 -----END PRIVACY-ENHANCED MESSAGE-----