8-K

UNITED STATES
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): March 15, 2005 (March 15, 2005)

LIFEPOINT HOSPITALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-29818	52-2165845
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

103 Powell Court, Suite 200
Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

(615) 372-8500
(Registrant’s telephone number, including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Page 1 of 4

Exhibit Index located on Page 4

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Item 1.01. Entry into a Material Definitive Agreement.

     On March 15, 2005, LifePoint Hospitals, Inc. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to Agreement and Plan of Merger, dated as of March 15, 2005, by and among the Company, Lakers Holding Corp. (“Lakers”), Lakers Acquisition Corp. (“LifePoint Merger Sub”), Pacers Acquisition Corp. (“Province Merger Sub”) and Province Healthcare Company (“Province”), which amended the Agreement and Plan of Merger, dated as of August 15, 2004, by and among the Company, Lakers, LifePoint Merger Sub, Province Merger Sub and Province, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 25, 2005 (as amended, the “Merger Agreement”). Pursuant to Amendment No. 2, the parties agreed to extend to May 1, 2005 the date on and after which the parties may terminate the Merger Agreement if the transactions contemplated by the Merger Agreement (the “Mergers”) have not been consummated by such date, if the failure to consummate the Mergers has not been caused by any breach of the Merger Agreement by the party seeking to terminate the Merger Agreement.

     The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c)     Exhibits.

Exhibit
Number	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of March 15, 2005, by and among LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp., Pacers Acquisition Corp. and Province Healthcare Company

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.

	LIFEPOINT HOSPITALS, INC.
	By:	/s/ William F. Carpenter III
		Name:	William F. Carpenter III
Date: March 15, 2005		Title:	Executive Vice President, General Counsel      and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of March 15, 2005, by and among LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp., Pacers Acquisition Corp. and Province Healthcare Company

EX-2.1

EXHIBIT 2.1

EXECUTION COPY

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

     THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) is made and entered into as of March 15, 2005 by and among LifePoint Hospitals, Inc. (“LifePoint”), a Delaware corporation, Lakers Holding Corp. (“Holding Company”), a Delaware corporation, Lakers Acquisition Corp. (“LifePoint Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Holding Company, Pacers Acquisition Corp. (“Province Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Holding Company, and Province Healthcare Company (“Province”), a Delaware corporation, to amend that certain Agreement and Plan of Merger, dated as of August 15, 2004, by and among LifePoint, Holding Company, LifePoint Merger Sub, Province Merger Sub and Province, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 25, 2005 (as amended, the “Merger Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Preamble

     WHEREAS, the Parties desire to amend the Merger Agreement in accordance with the terms of this Amendment No. 2.

     WHEREAS, Section 11.5 of the Merger Agreement provides that to the extent permitted by Law, the Merger Agreement may be amended by a subsequent writing signed by each of the Parties upon the approval of each of the Parties, whether before or after stockholder approval of the Merger Agreement has been obtained.

     NOW, THEREFORE, in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties agree as follows:

          1. Section 10.1(g) of the Merger Agreement. Section 10.1(g) of the Merger Agreement shall be deleted and replaced in its entirety with the following:

     “(g) By LifePoint or Province, in the event that the Mergers shall not have been consummated by May 1, 2005, if the failure to consummate the transactions contemplated hereby on or before such date is not caused by any breach of this Agreement by the party electing to terminate pursuant to this Section 10.1(g); provided, however, that if the failure to consummate the Mergers by such date is due solely to the Parties’ inability to obtain the tax opinions referred to in Sections 9.2(i) and 9.3(d) of the Merger Agreement on or prior to the Closing, which will result in the Parties seeking to implement a Forward Subsidiary Merger Transaction or a Reverse Subsidiary Merger Transaction pursuant to Section 8.19 of the Merger Agreement, the date referred to in this Section 10.1(g) shall be the earlier of (A) June 30, 2005 and (B) 45 days after the SEC has declared the Registration Statement effective; or”

          2. Construction. Except as expressly set forth herein, all of the provisions of the Merger Agreement shall remain in full force and effect in accordance with their terms and shall be deemed incorporated herein as if set forth at length herein, and this Amendment No. 2 shall reaffirm the Merger Agreement in all respects. In the event of any conflict or inconsistency between the provisions of this Amendment No. 2 and the provisions of the Merger Agreement, the provisions of this Amendment No. 2 shall govern.

          3. Assignment. Except as expressly contemplated hereby, neither this Amendment No. 2 nor any of the rights, interests or obligations hereunder shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Parties. Subject to the preceding sentence, this Amendment No. 2 will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

          4. Governing Law. Regardless of any conflict of law or choice of law principles that might otherwise apply, the Parties agree that this Amendment No. 2 shall be governed by and construed in all respects in accordance with the laws of the State of Delaware.

          5. Counterparts. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[SIGNATURES ON NEXT PAGE]

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     IN WITNESS WHEREOF, each of the Parties has caused this Amendment No. 2 to be executed on its behalf by its duly authorized officers as of the day and year first above written.

LIFEPOINT HOSPITALS, INC.
By:	/s/ Kenneth C. Donahey
Name:	Kenneth C. Donahey
Its:	Chairman of the Board, Chief Executive Officer
	and President
LAKERS HOLDING CORP.
By:	/s/ Kenneth C. Donahey
Name:	Kenneth C. Donahey
Its:	President
LAKERS ACQUISITION CORP.
By:	/s/ Kenneth C. Donahey
Name:	Kenneth C. Donahey
Its:	President
PACERS ACQUISITION CORP.
By:	/s/ Kenneth C. Donahey
Name:	Kenneth C. Donahey
Its:	President
PROVINCE HEALTHCARE COMPANY
By:	/s/ Martin S. Rash
Name:	Martin S. Rash
Its:	Chief Executive Officer
	and Chairman of the Board

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