-----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, H4gyn//KhUjBolyAs3fBnVhjym22XMeK8uplgf0wmKZ1SwVQNwejz6U5EelWC6IO vf1LykvHWoS/F6afhhW5sA== 0000950144-04-008407.txt : 20040817 0000950144-04-008407.hdr.sgml : 20040817 20040816174604 ACCESSION NUMBER: 0000950144-04-008407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040816 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040817 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: 001-31320 FILM NUMBER: 04980181 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 STREET 2: SUITE 180 CITY: BRENTWOOD STATE: TN ZIP: 37207 8-K 1 g90589e8vk.htm PROVINCE HEALTHCARE COMPANY PROVINCE HEALTHCARE COMPANY
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 16, 2004

Province Healthcare Company

(Exact name of registrant as specified in its charter)
         
Delaware   001-31320   62-1710772
(State or Other
Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
         
105 Westwood Place        
Suite 400        
Brentwood, Tennessee        
(Address of Principal
Executive Offices) 		      37027
(Zip Code)

(615) 370-1377
(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

 

 

Item 5. Other Events and Required FD Disclosure.

     On August 16, 2004, Province Healthcare Company (the “Company”) and LifePoint Hospitals, Inc. (“LifePoint Hospitals”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which LifePoint Hospitals will acquire the Company. Pursuant to the terms of the Merger Agreement, the Company and LifePoint Hospitals will each become wholly owned subsidiaries of a newly formed holding company that will be publicly traded. Each of the Company’s stockholders will receive a per share consideration comprised of $11.375 of cash and a number of shares of common stock of the new company equal to an exchange ratio of between 0.3447 and 0.2917, which shares will have a value of $11.375 to the extent that LifePoint Hospital’s average share price (defined below) is between $33.00 and $39.00. The exchange ratio will be 0.3447 if the volume weighted average daily share price of a share of LifePoint Hospital’s common stock for the twenty consecutive trading day period ending at the close of business on the third trading day prior to the closing (the “LifePoint Hospitals average share price”) is $33.00 or less, and 0.2917 if LifePoint Hospital’s average share price is $39.00 or more. If LifePoint Hospital’s average share price is between $33.00 and $39.00, then the exchange ratio will be equal to $11.375 divided by the LifePoint Hospitals’ average share price.

     The Merger Agreement provides for alternative structures. While it is anticipated that shares received by the Company’s stockholders will be received in a tax-free exchange, the parties have agreed to a taxable alternative structure at the same price if necessary to complete the acquisition.

     The proposed merger is subject to approval by the stockholders of the Company and LifePoint. Closing of the proposed merger is subject to clearance or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction of other customary closing conditions.

     The foregoing summary is qualified in its entirety by reference to the Merger Agreement and the press release announcing the proposed merger, which are attached as exhibits hereto and are incorporated by reference herein in their entirety.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

  (a)   Not Applicable
 
  (b)   Not Applicable
 
  (c)   Exhibits.

    The exhibit listed below and in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.

     
Exhibit No.
   Description
2.1
  Agreement and Plan of Merger dated August 15, 2004 among Province Healthcare Company, LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp. and Pacers Acquisition Corp. (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated August 16, 2004)
 
    
99.1
  Press Release dated August 16, 2004 (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated August 16, 2004)

 

 

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
Date: August 16, 2004   By: /s/ Howard T. Wall
Howard T. Wall
Senior Vice President, General
Counsel and Secretary

 

 

EXHIBIT INDEX

     
Exhibit No.
   Description
2.1
  Agreement and Plan of Merger dated August 15, 2004 among Province Healthcare Company, LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp. and Pacers Acquisition Corp. (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated August 16, 2004)
 
    
99.1
  Press Release dated August 16, 2004 (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated August 16, 2004)

 

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