-----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, FcUlGRJ+qM8t4RqGWK3Fkx0U1zJBpjt4df5GuGO6ZAL9ShIY0K/gG3nx51NOVCSc T8KBsJDlhwiN0U3nsteQ3w== 0000950144-01-506570.txt : 20010905 0000950144-01-506570.hdr.sgml : 20010905 ACCESSION NUMBER: 0000950144-01-506570 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010827 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20010904 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: 1934 Act SEC FILE NUMBER: 000-23639 FILM NUMBER: 1729922 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 g71506e8-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): August 31, 2001 (August 27, 2001) ------------------------------ PROVINCE HEALTHCARE COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-23639 62-1710772 (State or Other Jurisdiction of (Commission File Number) (IRS Employer 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 Effective August 24, 2001, Province Healthcare Company through a subsidiary entered into a definitive agreement to acquire substantially all of the assets of Vaughan Regional Medical Center (the "Hospital") in Selma, Alabama, from the Alabama nonprofit corporations Vaughan Regional Medical Center, Inc. and Vaughan Healthcare, Inc. The Hospital is a 125-bed general acute care facility with annualized revenues at May 31, 2001 of approximately $38.0 million. The purchase price for the Hospital under the agreement is approximately $28.0 million. It is anticipated that the acquisition will close on October 1, 2001, subject to customary closing conditions and regulatory approvals. Under the agreement, Province will acquire the Hospital through a newly-formed limited liability company ("LLC") subsidiary and will contribute to the LLC the assets used in connection with Selma Regional Medical Center, formerly known as Selma Baptist Hospital, a 214-bed general acute care facility located approximately four miles away, which Province acquired on July 2, 2001. Vaughan Regional Medical Center, Inc. will own a 1% membership interest in the LLC. Province currently owns or leases 16 general acute care hospitals in 11 states with a total of 1,733 licensed beds. Province also provides management services to 36 primarily non-urban hospitals in 13 states with a total of 2,981 licensed beds. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits 99.1 Copy of the press release, dated August 27, 2001, announcing that Province executed a definitive agreement to acquire substantially all of the assets and operations of Vaughan Regional Medical Center in Selma, Alabama and announcing that Province currently has three letters of intent outstanding. ITEM 9. REGULATION FD DISCLOSURE Province recently signed a letter of intent to acquire an additional acute care hospital, which brings the total number of letters of intent currently outstanding to three. Each letter of intent is non-binding on the parties to it and provides that the acquisition is subject to a number of conditions, including Province's completion of due diligence and the negotiation of a definitive acquisition agreement. 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: August 31, 2001 EX-99.1 3 g71506ex99-1.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 SECOND ACQUISITION IN SELMA, ALABAMA Brentwood, TN, August 27, 2001 - Province Healthcare Company (Nasdaq:PRHC) today announced the signing of a definitive agreement to acquire Vaughan Regional Medical Center in Selma, Alabama, from Vaughan Regional Medical Center, Inc., a non-profit organization. Additionally, Province announced the signing of one new Letter of Intent (LOI) bringing the total number of LOI's outstanding again to three. Vaughan Regional Medical Center has 125 licensed beds and had annualized revenues at May 31, 2001 of approximately $38.0 million. Under the agreement, Province will acquire Vaughan Regional for approximately $28.0 million. The sale is expected to close on October 1, 2001, subject to standard regulatory approvals. Province announced the acquisition of the other hospital in Selma, Alabama, Selma Baptist Hospital, on July 2, 2001. Martin S. Rash, Chairman and Chief Executive Officer of Province Healthcare, said, "We are very excited about the merger of the two hospitals in Selma, Alabama. With combined revenues of approximately $74.0 million and a service area population of close to 100,000, we foresee a regional hospital, providing more intensive services to the large area it will serve. We have begun the physician recruiting effort and expect to add significantly to the number of quality physicians in the community." Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company owns or leases 16 general acute care hospitals in 11 states with a total of 1,733 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----