-----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, FD9PcyXCQLWbioGEm4MzFvXj2PrRFJDgzSezZzTI7dxKQhwRRwOCJBLrs+iOOkH3 7ZazAvfDQZowR2jU/8M04Q== 0000950144-99-005009.txt : 19990429 0000950144-99-005009.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950144-99-005009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990428 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: 99603014 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 PROVINCE HEALTHCARE COMPANY 1 ================================================================================ 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): April 28, 1999 (April 12, 1999) ------------------------------ 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 Number) 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 As of April 12, 1999, Province Healthcare Company (the "Company") through its wholly-owned subsidiary PHC-Belle Glade, Inc. acquired substantially all of the assets used in the conduct and operation of the business of Glades General Hospital in Belle Glade, Florida from the Palm Beach County Health Care District (the "District"). The aggregate purchase price was approximately $15,301,000. The hospital reported net revenues of approximately $25,000,000 for its most recent fiscal year. Pursuant to the terms of the Asset Purchase Agreement, PHC-Belle Glade, Inc. acquired substantially all of the assets of Glades General Hospital. These assets included the 73-bed general acute care hospital facility, the real property on which the facility is located and related facilities. The approximate aggregate purchase price of $15,301,000 included a $10,301,000 cash payment at closing and a contractual obligation to pay the District $1,000,000 on each anniversary of the closing date for five years thereafter. In order to finance the acquisition, the Company borrowed $13,500,000 pursuant to the terms of its Revolving Credit Facility with a syndicate of banks led by First Union National Bank, as Agent. The Company plans to continue operating the assets acquired in the acquisition as a 73-bed general acute care hospital. The Asset Purchase Agreement also requires the Company to develop, construct and complete a replacement hospital following the fifth fiscal year after the closing at a cost of not less than $25,000,000. This commitment is contingent on Glades General Hospital's meeting certain financial targets following the closing. As a result of the acquisition, the Company now owns and leases 12 hospitals in eight states with a total of 881 licensed beds. The Company also has management agreements for 52 hospitals in 19 states and Puerto Rico for a total of 3,726 licensed beds. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired The Company anticipates that the audited financial statements of Glades General Hospital as of and for the fiscal year ended September 30, 1998, will be filed by amendment. (b) Pro Forma Financial Information. The Company anticipates that pro forma financial statements, giving effect to the asset purchase as if it had occurred on March 31, 1999, as to the balance sheet, and on January 1, 1998, as to the income statement, will be filed by amendment. (c) Exhibits: 99.1 Copy of the press release, dated April 12, 1999, relating to the execution of a definitive agreement to acquire Glades General Hospital. 99.2 Copy of the press release, dated April 15, 1999, relating to the completion of the Glades General Hospital acquisition. 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: April 28, 1999 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 [AS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS] [PROVINCE HEALTHCARE LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: MERILYN H. HERBERT VICE PRESIDENT, INVESTOR RELATIONS (615)370-1377 PROVINCE HEALTHCARE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FLORIDA HOSPITAL Brentwood, TN, April 12, 1999 - Province Healthcare Company (Nasdaq: PRHC) announced today that it has signed a definitive agreement to acquire the assets and business of the 73-bed Glades General Hospital [note: original press release stated "72-bed"] in Belle Glade, Florida from the Palm Beach County Healthcare District for approximately $15,150,000, excluding working capital. The hospital reported net revenues of approximately $25 million for its most recent fiscal year. Martin S. Rash, President and Chief Executive Officer of Province Healthcare commented, "Glades General Hospital represents another attractive acquisition for the Company. Located 45 miles west of West Palm Beach, the hospital recently benefited from the closure of Everglades Regional Medical Center, the only other hospital in the service area of approximately 36,000 people. We expect to add needed services, build relationships with the existing physicians, recruit additional physicians as needed, upgrade the facility, and ultimately build a replacement hospital. This acquisition reflects a commitment to a strategy of delivering high quality healthcare to non-urban communities." Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company now will own or lease 12 general acute care hospitals in eight states with a total of 881 licensed beds [note: original press release stated "880 licensed beds"]. The Company also provides management services to 52 primarily non-urban hospitals in 19 states [note: original press release stated "18 states"] and Puerto Rico with a total of 3,726 [note: original press release stated "3,714 licensed beds"] licensed beds. -MORE- - -------------------------------------------------------------------------------- 105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377 BRENTWOOD, TN 37027 FAX: (615)370-1259 2 PROVINCE HEALTHCARE ACQUIRES FLORIDA HOSPITAL 2 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 therefor. 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. # # # - -------------------------------------------------------------------------------- 105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377 BRENTWOOD, TN 37027 FAX: (615)370-1259 EX-99.2 3 PRESS RELEASE 1 EXHIBIT 99.2 [AS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS] [PROVINCE HEALTHCARE LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: MERILYN H. HERBERT VICE PRESIDENT, INVESTOR RELATIONS (615)370-1377 PROVINCE HEALTHCARE COMPLETES ACQUISITION OF FLORIDA HOSPITAL Brentwood, TN, April 15, 1999 - Province Healthcare Company (Nasdaq: PRHC) announced today that it has completed the acquisition of the 73-bed Glades General Hospital [note: original press release stated "72-bed"] in Belle Glade, Florida. The hospital was acquired from the Palm Beach County Healthcare District. Province Healthcare is a provider of health care services in attractive non-urban markets in the United States. The Company owns or leases 12 general acute care hospitals in eight states with a total of 881 licensed beds [note: original press release stated "880 licensed beds"]. The Company also provides management services to 52 primarily non-urban hospitals in 19 states [note: original press release stated "18 states"] and Puerto Rico with a total of 3,726 [note: original press release stated "3,714 licensed beds"] licensed beds. # # # - -------------------------------------------------------------------------------- 105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377 BRENTWOOD, TN 37027 FAX: (615)370-1259 -----END PRIVACY-ENHANCED MESSAGE-----