-----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, HkNtq+JPJd3ChXY6AhB3e1/FpWkZJGfJouYLV6YderINL0PWgXAAGFO2EiKhj8Hz R4zmkOnGhk0Pgqz3bSSDcg== 0000950144-02-005856.txt : 20020520 0000950144-02-005856.hdr.sgml : 20020520 20020520172204 ACCESSION NUMBER: 0000950144-02-005856 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020520 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOSPITALS INC CENTRAL INDEX KEY: 0001074772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 522165845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29818 FILM NUMBER: 02658190 BUSINESS ADDRESS: STREET 1: 103 POWELL COURT STREET 2: SUITE 200 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153728500 MAIL ADDRESS: STREET 1: 4525 HARDING RD CITY: NASHVILLE STATE: TN ZIP: 37205 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT HOSPITALS LLC DATE OF NAME CHANGE: 19981207 8-K 1 g76520e8-k.txt LIFEPOINT HOSPITALS, INC. - -------------------------------------------------------------------------------- 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): May 20, 2002 (May 20, 2002) --------------------------- LIFEPOINT HOSPITALS, INC. ------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-29818 52-2165845 -------- ------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Incorporation) Number) 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) - -------------------------------------------------------------------------------- Page 1 of 4 pages Exhibit Index located on Page 4 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. None required (b) Pro forma financial information. None required (c) Exhibits. 99 Copy of press release issued by the Company on May 20, 2002. ITEM 9. REGULATION FD DISCLOSURE. LifePoint Hospitals, Inc. (the "Company") issued a press release on May 20, 2002. The press release announced the exercise by the initial purchasers of their option to purchase an additional $50 million of the Company's its 4 1/2% Convertible Subordinated Notes due 2009 to cover over-allotments. See the press release attached as Exhibit 99. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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 ---------------------------------------- William F. Carpenter III Senior Vice President and General Counsel Date: May 20, 2002 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------ ----------------------- 99 Copy of press release issued by the Company on May 20, 2002.
4 EX-99 3 g76520ex99.txt PRESS RELEASE (LIFEPOINT HOSPITALS, INC. LETTERHEAD) CONTACT: MICHAEL J. CULOTTA SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (615) 372-8512 LIFEPOINT HOSPITALS ANNOUNCES EXERCISE OF OVERALLOTMENT OPTION BRENTWOOD, TENNESSEE (May 20, 2002) - LifePoint Hospitals, Inc. (NASDAQ: LPNT) announced today that the initial purchasers of the Company's 4 1/2% Convertible Subordinated Notes due 2009 were exercising their overallotment option to acquire an additional $50 million of the notes. On May 17, 2002, LifePoint announced the pricing of a private placement of $200 million of notes. The notes are convertible into shares of LifePoint Common Stock at a conversion price of $47.36 per share, which represents a 30% conversion premium over the closing price on May 16, 2002. LifePoint Hospitals estimates that it will receive net proceeds of approximately $242.6 million from the sale of the notes and intends to use these proceeds for general corporate purposes, which may include capital improvements on its existing facilities, repurchases of its 10 3/4% senior subordinated notes and working capital. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. These securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. LifePoint Hospitals, Inc. operates 23 hospitals in non-urban areas. Headquartered in Brentwood, Tennessee, LifePoint Hospitals is affiliated with over 7,000 employees. The above statements include 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 the Company's future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties relating to the Company, including, without limitation, (i) whether market conditions or other circumstances enable LifePoint to complete the proposed offering of convertible notes, and (ii) those risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. In particular, the closing of the notes offering (including the over-allotment option) is subject to customary closing conditions, and, were the closing not to occur because any of those conditions was not satisfied or for any other reason, LifePoint would not receive proceeds from the offering or be able to use those proceeds for the purposes described above. Therefore, the Company's actual results may differ materially. The Company undertakes 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. -END- -----END PRIVACY-ENHANCED MESSAGE-----