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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
December 3, 2004
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
| Delaware (State or other jurisdiction of incorporation) |
001-15925 (Commission File Number) |
13-3893191 (I.R.S. Employer Identification No.) |
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155 Franklin Road, Suite 400 Brentwood, Tennessee 37027 (Address of principal executive offices) Registrant's telephone number, including area code: (615) 373-9600 |
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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):
- /
- / Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- /
- / Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- /
- / Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240 .14d-2(b))
- /
- / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))
ITEM 8.01. Other Events
On December 3, 2004, Community Health Systems, Inc. (the "Company") issued a press release concerning the commencement of an offering of $250 million aggregate principal amount of senior subordinated notes in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01 as if fully set forth herein.
ITEM 9.01. Financial Statements and Exhibits
- Exhibit
- 99.1 Text of press release dated December 3, 2004
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 thereunto duly authorized.
| Date: December 3, 2004 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) |
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By: |
/s/ WAYNE T. SMITH Wayne T. Smith Chairman of the Board, President and Chief Executive Officer (principal executive officer) |
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By: |
/s/ W. LARRY CASH W. Larry Cash Executive Vice President, Chief Financial Officer and Director (principal financial officer) |
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SIGNATURES
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Exhibit Number
99.1
| Investor Contact: | W. Larry Cash Executive Vice President and Chief Financial Officer (615) 373-9600 |
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES
PRIVATE OFFERING OF SENIOR SUBORDINATED NOTES
BRENTWOOD, Tenn. (December 3, 2004)—Community Health Systems, Inc. (NYSE: CYH) announced today that it has commenced with a private offering of $250 million aggregate principal amount of senior subordinated notes due 2012. The senior subordinated notes are being offered in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Community Health Systems intends to offer to exchange the unregistered notes for substantially identical registered senior subordinated notes.
The senior subordinated notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act of 1933 and any applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or any other securities.
Community Health Systems intends to use the net proceeds from the offering to repay borrowings under the revolving tranche of its senior secured credit facility, with any remaining proceeds being used to repay the term tranche of its senior secured credit facility.
Located in the Nashville, Tennessee suburb of Brentwood, Community Health Systems is a leading operator of general acute care hospitals in non-urban communities throughout the country. Through its subsidiaries, Community Health Systems currently owns, leases or operates 71 hospitals in 22 states. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. Shares in Community Health Systems are traded on the New York Stock Exchange under the symbol "CYH".
This press release contains forward-looking statements regarding the ability of Community Health Systems to complete the offering and effectively use the proceeds thereof. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in the forward-looking statements are the uncertainties relating to market conditions for corporate debt securities in general and these notes in particular. Readers are also referred to the documents filed by Community Health Systems with the Securities and Exchange Commission which identify important other risk factors and uncertainties that could cause actual results to differ from those contained in the forward-looking statements.
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES PRIVATE OFFERING OF SENIOR SUBORDINATED NOTES