-----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, VG194DfFJ0Ir7MTdR36Mqq9hHtarp0rDq7/iP7MQk2inxB/indeepA32XHrL27I9 2R0Qx5AqjTNP/8pYTu1s6Q== 0001193125-04-012086.txt : 20040130 0001193125-04-012086.hdr.sgml : 20040130 20040130163301 ACCESSION NUMBER: 0001193125-04-012086 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH MANAGEMENT ASSOCIATES INC CENTRAL INDEX KEY: 0000792985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 610963645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109756 FILM NUMBER: 04556333 BUSINESS ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: SUITE 500 CITY: NAPLES STATE: FL ZIP: 33963 BUSINESS PHONE: 9415983131 MAIL ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: SUITE 500 CITY: NAPLES STATE: FL ZIP: 33963 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 7,2004 Prospectus Supplement to Prospectus dated January 7,2004

Filed Pursuant to Rules 424(b) & (c)

Registration No. 333-109756

 

Dated January 30, 2004

 

Prospectus Supplement

(to prospectus dated January 7, 2004, and prospectus supplements

dated January 14, 2004 and January 21, 2004, respectively)

 

$575,000,000

 

HEALTH MANAGEMENT ASSOCIATES, INC.

 

1.50% Convertible Senior Subordinated Notes Due 2023 and

Class A Common Stock Issuable Upon Conversion of the Notes

 

This supplement amends our prospectus dated January 7, 2004, as supplemented on January 14, 2004 and January 21, 2004, relating to the sale by certain of our securityholders of up to $575,000,000 in principal amount of our 1.50% Convertible Senior Subordinated Notes due 2023 and shares of our class A common stock issuable upon their conversion.

 

You should read this supplement in conjunction with the prospectus and the subsequent supplements. Additionally, this supplement is qualified by reference to the prospectus and the subsequent supplements, except to the extent that the information in this supplement supersedes the information contained in the prospectus or the subsequent supplements.

 

SELLING SECURITYHOLDERS

 

The following table provides information regarding the principal amount of notes owned beneficially by certain of our selling securityholders, the percentage of outstanding notes held by such securityholders, and the number of shares of our class A common stock each securityholder would own beneficially upon conversion of its entire principal amount of notes.

 

The table below supplements or amends the table of securityholders contained on pages 47 through 50 of the prospectus and in the subsequent supplements. Accordingly, the information contained in the table supersedes the information in the prospectus and in the subsequent supplements with respect to each securityholder listed below. This information was furnished to us by the listed securityholders on or before January 30, 2004. Because selling securityholders may at any time trade all or some of the notes listed without providing notice of such transactions to us, the table below may not reflect the exact value of notes held by each securityholder on the date of this supplement. Except as may be set forth below, the footnotes included in the table on pages 47 through 50 of the prospectus are incorporated into this supplement by reference.


Name


   Principal
Amount at
Maturity of Notes
That May
Be Sold


   Percentage of
Notes
Outstanding


   Number of
Shares of Class A
Common Stock
That May Be
Sold(1)


   Percentage of
Outstanding
Class A
Common
Stock(2)


Black Diamond Convertible Orfshore LDC

   $ 3,124,000    *    114,056    *

Black Diamond Offshore Ltd.

     1,711,000    *    62,468    *

Double Black Diamond Offshore LDC

     8,851,000    1.54    323,147    *

Gaia Offshore Master Fund Ltd.

     6,000,000    1.04    219,058    *

Lyxor/Gaia II Fund Ltd.

     1,500,000    *    54,765    *

SG Cowen Securities Corp.

     500,000    *    18,255    *

Teachers Insurance and Annuity Association of America

     21,425,000    3.73    782,220    *

Worldwide Transactions Ltd.

     314,000    *    11,464    *

 

* Less than 1%.

 

(1) Assumes conversion of all of the selling securityholder’s notes at a conversion rate of 36.5097 shares of class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of $27.39 per share of class A common stock). This conversion rate is subject to adjustment as described under “Description of the Notes–Conversion Rate Adjustments” in the prospectus. As a result, the number of shares of class A common stock issuable upon conversion of the notes may change in the future.

 

(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 242,786,806 shares of class A common stock outstanding as of December 16, 2003. In calculating this amount for each selling securityholder, we treated as outstanding the number of shares of class A common stock issuable upon conversion of all of that selling securityholder’s notes, but we did not assume conversion of any other selling securityholder’s notes.

 

2

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