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: June 13, 2007)
Community Health Systems, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
(State or other jurisdiction of incorporation)
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001-15925
(Commission File Numbers)
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13-3893191
(IRS Employer Identification Nos.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of Principal Executive Offices, including Zip Code)
(615) 465-7000
(Registrants 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:
o Written communications 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))
Item 8.01 Other Information
On June 13, 2007, Community Health Systems, Inc. announced its offering of $3.365 billion aggregate
principal amount of senior notes. A copy of the press release making this announcement is attached
hereto as Exhibit 99.1, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1
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Community Health Systems, Inc. press release dated June 13, 2007. |
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the registrant have
duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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COMMUNITY HEALTH SYSTEMS, INC.
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By: |
/s/ Wayne T. Smith
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Date: June 13, 2007 |
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Name: |
Wayne T. Smith |
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Title: |
Chairman of the Board,
President and Chief Executive Officer
(principal executive officer) |
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By: |
/s/ W. Larry Cash
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Name: |
W. Larry Cash |
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Title: |
Executive Vice President,
Chief Financial Officer and Director
(principal financial officer) |
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EX-99.1
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. SUBSIDIARY TO OFFER SENIOR NOTES
FRANKLIN, Tenn. (June 13, 2007) Community Health Systems, Inc. (the Company) (NYSE: CYH),
announced today that its wholly-owned subsidiary, CHS/Community Health Systems, Inc. (the
Issuer), intends to offer $3.365 billion aggregate principal amount of senior notes (the
Notes). The Notes will be issued in three series: floating rate senior notes due 2015, senior
notes due 2015 and senior notes due 2017. The Notes will be senior obligations of the Issuer and
will be guaranteed on a senior basis by the Company and by certain of the Issuers and the
Companys domestic subsidiaries.
The Company will use the net proceeds of the offering, together with other funds, to complete
the acquisition of Triad Hospitals, Inc. The acquisition is expected to close in the third quarter
of 2007, subject to certain closing conditions that include regulatory and other approvals.
The Notes will be offered in the United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the
United States pursuant to Regulation S under the Securities Act. The Notes have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.
This news release is neither an offer to sell nor the solicitation of an offer to buy the
Notes or any other securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
Any offers of the Notes will be made only by means of a private offering memorandum.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is a
leading operator of general acute care hospitals in non-urban communities throughout the country.
Through its subsidiaries, the company currently owns, leases or operates 80 hospitals in 23 states.
Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment
and skilled nursing care. Shares in Community Health Systems, Inc. are traded on the New York Stock
Exchange under the symbol CYH.
Statements contained in this press release which are not historical facts are forward-looking
statements as the term is defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by the use of words such as expects, plans,
estimates, projects, intends, believes, guidance, and similar expressions that do not
relate to historical matters. These forward-looking statements are subject to risks and
uncertainties which can cause actual results to differ materially from those currently anticipated,
due to a number of factors which include, but are not limited to, downturns in economic and market
conditions, risks related to the completion of pending transactions, including the acquisition of
Triad Hospitals, Inc. (Triad) and the obtaining of all anticipated debt financing in connection
with such transactions, and the integration of Triad with our existing business, increases in
interest rates and operating costs, general volatility of the capital markets, our ability to
access the capital markets, changes in the competitive environment in our industry and the markets
where we invest, and other risk factors discussed in the Companys Annual Report on Form 10-K,
quarterly reports on Form 10-Q and other documents filed by the Company with the Securities and
Exchange Commission from time to time. All forward-looking statements in this press release are
made as of today, based upon information known to management as of the date hereof, and the Company
assumes no obligation to update or revise any of its forward-looking statements even if experience
or future changes show that indicated results or events will not be realized.
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Investor Contact: |
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W. Larry Cash
Executive Vice President
and Chief Financial Officer
(615) 465-7000
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