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): April 1, 2005 (April 1, 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))

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Exhibit Index located on Page 4

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-99.1: PRESS RELEASE

Item 8.01. Other Events.

     On April 1, 2005, LifePoint Hospitals, Inc. issued a press release announcing that, in connection with the previously announced tender offer by its subsidiary, Lakers Holding Corp., for any and all of the $172.5 million aggregate principal amount of Province Healthcare Company’s 4 1/4% Convertible Subordinated Notes due 2008 (the “Notes”), the purchase price to be paid for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) in the offer has been increased from $1,060 to $1,070, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit
Number	Description
99.1	Press Release dated April 1, 2005

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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
Title:	Executive Vice President, General Counsel and Secretary

Date: April 1, 2005

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release issued by LifePoint Hospitals, Inc. on April 1, 2005

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EX-99.1

Exhibit 99.1

Contact:	Michael J. Culotta
	Chief Financial Officer
	(615) 372-8512

LIFEPOINT HOSPITALS ANNOUNCES INCREASE OF
PURCHASE PRICE FOR TENDERED NOTES

Brentwood, Tennessee (April 1, 2005) – LifePoint Hospitals, Inc. (NASDAQ: LPNT) announced today that, in connection with the previously announced tender offer by Lakers Holding Corp., a subsidiary of LifePoint Hospitals, for any and all of the $172.5 million aggregate principal amount of Province Healthcare Company’s 4 1/4% Convertible Subordinated Notes due 2008 (CUSIP No. 743977AEO or 743977AD2) (the “Notes”), the purchase price to be paid for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) in the offer has been increased from $1,060 to $1,070, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes.

The offer is being made pursuant to an Offer to Purchase dated March 18, 2005, as supplemented by the Supplemental Offer to Purchase dated March 21, 2005 and the Second Supplemental Offer to Purchase dated April 1, 2005 (collectively, the “Offer to Purchase”), and a related Letter of Transmittal, which more fully set forth the terms and conditions of the offer.

LifePoint Hospitals expects the payment date to be promptly after the expiration date. The offer is scheduled to expire at 12:00 midnight, New York City time, on April 14, 2005, unless extended or earlier terminated (the “Expiration Date”). Tenders of the Notes may be withdrawn pursuant to the Offer to Purchase at any time prior to the Expiration Date.

The offer is conditioned upon, among other things, the satisfaction or waiver of all conditions precedent to the consummation of LifePoint Hospitals’ proposed acquisition of Province Healthcare set forth in the agreement and plan of merger relating to the proposed acquisition. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the information agent for the offer, at (866) 804-2200 (US toll free) and (212) 430-3774 (collect).

Lakers Holding has engaged Citigroup Global Markets Inc. to act as the dealer manager in connection with the offer. Questions regarding the offer may be directed to Citigroup Global Markets Inc., Liability Management Group, at (877) 531-8365 (US toll-free).

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The offer is being made solely by the Offer to Purchase and the related Letter of Transmittal dated March 18, 2005.

LifePoint Hospitals currently operates 30 hospitals in non-urban communities. In most cases, the LifePoint Hospitals facility is the only hospital in its community. LifePoint Hospitals’ non-urban operating strategy offers continued operational improvement by focusing on its five core values: delivering high quality patient care, supporting physicians, creating excellent workplaces for its employees, providing community value and ensuring fiscal responsibility. Headquartered in Brentwood, Tennessee, LifePoint Hospitals is affiliated with over 9,900 employees.

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     Important Legal Information

     In connection with the proposed transaction between LifePoint Hospitals and Province Healthcare, Lakers Holding has filed with the Securities and Exchange Commission (the “SEC”) a joint proxy statement/prospectus, as part of a Registration Statement on Form S-4, as amended, and other relevant materials. The definitive joint proxy statement/prospectus was mailed to the stockholders of LifePoint Hospitals and Province Healthcare on or about February 22, 2005. Investors and security holders are advised to read the joint proxy statement/prospectus and other relevant materials when they become available, as well as any amendments or supplements to those documents, because they will contain important information about Lakers Holding, LifePoint Hospitals, Province Healthcare and the proposed transaction. In addition, the joint proxy statement/prospectus and other relevant materials filed by LifePoint Hospitals or Province Healthcare with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by LifePoint Hospitals or Lakers Holding by contacting Investor Relations, LifePoint Hospitals, Inc., 103 Powell Court, Suite 200, Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and by Province Healthcare by contacting Investor Relations, Province Healthcare Company, 105 Westwood Place, Suite 400, Brentwood, Tennessee, 37027, Phone: (615) 370-1377.

     This release includes forward-looking statements based on current management expectations. Numerous factors exist which may cause results to differ from these expectations. Many of the factors that will determine our future results are beyond our ability to control or predict with accuracy. Such forward-looking statements, particularly those statements regarding the effects of the proposed Province Healthcare transaction, reflect management’s current expectations and beliefs, are not guarantees of performance of LifePoint Hospitals or the combined entity following completion of the Province Healthcare transaction and are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ from those described in the forward-looking statements. For example, such risks, uncertainties, assumptions and other factors relating to the proposed Province Healthcare transaction include, without limitation, the possibility that (1) problems may arise in successfully integrating the businesses of the two companies; (2) the acquisition may involve

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unexpected costs; (3) the combined company may be unable to achieve cost-cutting synergies; (4) the businesses may suffer as a result of uncertainty surrounding the acquisition; and (5) the combined company may be subject to future regulatory or legislative actions. These forward-looking statements are also subject to other risks and uncertainties, including, without limitation, (i) reduction in payments to healthcare providers by government and commercial third-party payors, as well as changes in the manner in which employers provide healthcare coverage to their employees; (ii) the possibility of adverse changes in, and requirements of, applicable laws, regulations, policies and procedures, including those required by our corporate integrity agreement; (iii) our ability to manage healthcare risks, including malpractice litigation, and the lack of state and federal tort reform; (iv) the availability, cost and terms of insurance coverage; (v) the highly competitive nature of the healthcare business, including the competition to recruit and retain physicians and other healthcare professionals; (vi) the ability to attract and retain qualified management and personnel; (vii) the geographic concentration of our operations; (viii) our ability to acquire hospitals on favorable terms; (ix) our ability to operate and integrate newly acquired facilities successfully; (x) the availability and terms of capital to fund our business strategy; (xi) changes in our liquidity or indebtedness; (xii) the potential adverse impact of government investigations and litigation involving the business practices of healthcare providers, including whistleblowers investigations; (xiii) volatility in the market value of our common stock; (xiv) changes in general economic conditions in the markets we serve; (xv) our reliance on information technology systems maintained by HCA Inc.; (xvi) the costs of complying with the Americans With Disabilities Act; and (xvii) those risks and uncertainties described from time to time in our filings with the SEC, including those related to the proposed Province Healthcare transaction. Therefore, our future results may differ materially from those described in this release. We undertake no obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

     All references to “LifePoint Hospitals” as used throughout this release refer to LifePoint Hospitals, Inc. and its affiliates.

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