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)
         
Delaware
(State or other jurisdiction of incorporation)
  001-15925
(Commission File Numbers)
  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
     
Exhibit No.   Description
 
   
99.1
  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.
         
  COMMUNITY HEALTH SYSTEMS, INC.
 
 
  By:   /s/ Wayne T. Smith    
Date: June 13, 2007    Name:   Wayne T. Smith   
    Title:   Chairman of the Board, President and Chief Executive Officer (principal executive officer)   
 
  By:   /s/ W. Larry Cash    
    Name:   W. Larry Cash   
    Title:   Executive Vice President, Chief Financial Officer and Director (principal financial officer)   
 

 

EX-99.1
 

(CHS Logo)
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 Issuer’s and the Company’s 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 Company’s 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.
Investor Contact:   W. Larry Cash
Executive Vice President
and Chief Financial Officer
(615) 465-7000

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