SC 13G 1 p5504014a.htm INITIAL FILING

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.)*

 

PSYCHIATRIC SOLUTIONS, INC.

(Name of Issuer)

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

74439H108

(CUSIP Number)

 

March 12, 2010  

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

Rule 13d-1(b)

 

x Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.74439H108

13G

Page 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Advisors, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,268,406 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,268,406 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,268,406 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.6% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

PN

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

CUSIP No.74439H108

13G

Page 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,268,406 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,268,406 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,268,406 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.6% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

CO

*SEE INSTRUCTION BEFORE FILLING OUT

 

CUSIP No.74439H108

13G

Page 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

S.A.C. Capital Associates, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Anguilla, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,266,341 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,266,341 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,266,341 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.6% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

CUSIP No.74439H108

13G

Page 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CR Intrinsic Investors, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

525,000 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

525,000 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.9% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

CUSIP No.74439H108

13G

Page 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sigma Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

80,000 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

80,000 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

80,000 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

OO

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

CUSIP No.74439H108

13G

Page 7 of 12 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Steven A. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [   ]

(b) [X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,873,406 (see Item 4)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,873,406 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,873,406 (see Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.7% (see Item 4)

12

TYPE OF REPORTING PERSON*

 

IN

*SEE INSTRUCTION BEFORE FILLING OUT

 

 

 

Item 1(a)

Name of Issuer:

 

 

Psychiatric Solutions, Inc.

 

Item 1(b)

Address of Issuer's Principal Executive Offices:

 

 

6640 Carothers Parkway, Suite 500, Franklin, TN 37067

 

 

Item 2(a)

Name of Person Filing:

 

This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, par value $0.01 per share (“Shares”) of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, LLC (“SAC MultiQuant Fund”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund; (iii) SAC Capital Associates with respect to Shares beneficially owned by it; (iv) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); (v) Sigma Capital Management, LLC (“Sigma Management”) with respect to Shares beneficially owned by Sigma Capital Associates, LLC (“Sigma Capital Associates”); and (vi) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, SAC MultiQuant Fund, CR Intrinsic Investors, CR Intrinsic Investments, Sigma Management, and Sigma Capital Associates.

 

SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, CR Intrinsic Investors, Sigma Management and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

 

Item 2(b)

Address or Principal Business Office:

The address of the principal business office of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902; (ii) Sigma Management is 540 Madison Avenue, New York, New York 10022; and (iii) SAC Capital Associates is Victoria House, P.O. Box 58, The Valley, Anguilla, British West Indies.

 

 

Item 2(c)

Citizenship:

 

SAC Capital Advisors LP is a Delaware limited partnership. SAC Capital Advisors Inc. is a Delaware corporation. Sigma Management and CR Intrinsic Investors are Delaware limited liability companies. SAC Capital Associates is an Anguillan limited liability company. Mr. Cohen is a United States citizen.

 

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, par value $0.01 per share

 

 

Item 2(e)

CUSIP Number:

 

 

74439H108

 

 

Item 3

Not Applicable

 

 

Item 4

Ownership:

 

The percentages used herein are calculated based upon the Shares issued and outstanding as of February 22, 2010 as reported on the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2009.

 

As of the close of business on March 19, 2010:

 

1. S.A.C. Capital Advisors, L.P.

(a) Amount beneficially owned: 4,268,406

(b) Percent of class: 7.6%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,268,406

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,268,406

 

2. S.A.C. Capital Advisors, Inc.

(a) Amount beneficially owned: 4,268,406

(b) Percent of class: 7.6%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,268,406

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,268,406

 

3. S.A.C. Capital Associates, LLC

(a) Amount beneficially owned: 4,266,341

(b) Percent of class: 7.6%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,266,341

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,266,341

 

 

4. CR Intrinsic Investors, LLC

(a) Amount beneficially owned: 525,000

(b) Percent of class: 0.9%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 525,000

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 525,000

 

5. Sigma Capital Management, LLC

(a) Amount beneficially owned: 80,000

(b) Percent of class: 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 80,000

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 80,000

 

6. Steven A. Cohen

(a) Amount beneficially owned: 4,873,406

(b) Percent of class: 8.7%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 4,873,406

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 4,873,406

 

SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, Sigma Management, and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and SAC MultiQuant Fund. SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP. Pursuant to an investment management agreement, Sigma Management maintains investment and voting power with respect to the securities held by Sigma Capital Associates. Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power with respect to the securities held by CR Intrinsic Investments. Mr. Cohen controls each of SAC Capital Advisors Inc., CR Intrinsic Investors and Sigma Management. CR Intrinsic Investments is a wholly owned subsidiary of SAC Capital Associates. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 4,268,406 Shares (constituting approximately 7.6% of the Shares outstanding); (ii) CR Intrinsic Investors and Mr. Cohen may be deemed to beneficially own 525,000 Shares (constituting approximately 0.9% of the Shares outstanding); and (iii) Sigma Management and Mr. Cohen may be deemed to beneficially own 80,000 Shares (constituting approximately 0.1% of the Shares outstanding). Each of SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, Sigma Management, and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement, and SAC Capital Associates disclaims beneficial ownership of any securities held by CR Intrinsic Investments.

 

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not Applicable

 

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9

Notice of Dissolution of Group:

 

Not Applicable

 

Item 10

Certification:

 

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 22, 2010

 

S.A.C. CAPITAL ADVISORS, L.P.

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person

S.A.C. CAPITAL ADVISORS, INC.

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person

S.A.C. CAPITAL ASSOCIATES, LLC

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person

CR INTRINSIC INVESTORS, LLC

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person

SIGMA CAPITAL MANAGEMENT, LLC

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person

STEVEN A. COHEN

By: /s/ Peter Nussbaum

Name: Peter Nussbaum

Title: Authorized Person