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UNITED STATES
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 20,
2010 (December 20, 2010)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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001-15925
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13-3893191 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrants telephone number, including area code: (615) 465-7000
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):
þ 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 (l7 CFR 240.13e-4(c))
Item 8.01. Other Events.
On
December 20, 2010, Community Health Systems, Inc. issued a press release
announcing that it intends to nominate directors for election at the
2011 Annual Meeting of Tenet Healthcare Corporation. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press release issued by Community Health Systems, Inc., dated
December 20, 2010. |
SIGNATURES
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 hereunto duly authorized.
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Date: December 20, 2010 |
COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
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By: |
/s/ Wayne T. Smith
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Wayne T. Smith |
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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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W. Larry Cash |
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Executive Vice President, Chief Financial
Officer and Director
(principal financial officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release issued by Community Health Systems, Inc.,
dated December 20, 2010. |
exv99w1
Exhibit
99.1
COMMUNITY HEALTH SYSTEMS TO NOMINATE DIRECTORS FOR
ELECTION AT TENETS 2011 ANNUAL MEETING
FRANKLIN, Tenn. (December 20, 2010) Community Health Systems, Inc. (NYSE: CYH) (CHS)
today announced it intends to nominate directors for election at the 2011 Annual Meeting of Tenet
Healthcare Corporation (NYSE: THC). On December 9, 2010, CHS made public an offer to acquire Tenet
for $6.00 per share, including $5.00 per share in cash and $1.00 per share in CHS common stock,
representing a premium of 40% to Tenets unaffected stock price. The offer was made in a letter to
Tenets Board of Directors on November 12, 2010, and rejected by Tenet on December 6, 2010.
Tenets entire Board is up for reelection at the 2011 Annual Meeting.
Wayne T. Smith, Chairman, President and Chief Executive Officer of CHS, said, It is
unfortunate that Tenets Board of Directors has rejected our proposal and refused to sit down with
us to discuss our premium offer. We believe Tenet shareholders would be best served by a Board
focused on maximizing shareholder value, and we intend to propose directors who will look out for
the interests of Tenet shareholders. We are convinced of the powerful logic of combining CHS and
Tenet and, while it remains our strong preference to proceed on a consensual basis, we are fully
committed to completing this strategically and financially compelling transaction.
Credit Suisse is acting as financial advisor, Kirkland & Ellis LLP as legal counsel, and D. F.
King & Co., Inc. as proxy solicitor to CHS.
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. (CHS
or the Company) is the largest publicly traded hospital company in the United States and a
leading operator of general acute care hospitals in non-urban and mid-size markets throughout the
country. Through its subsidiaries, the Company currently owns, leases or operates 126 hospitals in
29 states with an aggregate of approximately 19,400 licensed beds. Its hospitals offer a broad
range of inpatient and surgical services, outpatient treatment and skilled nursing care. In
addition, through its subsidiary Quorum Health Resources, LLC, the Company provides management and
consulting services to approximately 150 independent non-affiliated general acute care hospitals
located throughout the United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (Tenet), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as anticipate, expect, suggest,
plan, believe, intend, estimate, target, project, could, should, may, will,
would, continue, forecast, and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that
many factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, and uncertainty of our expected financial performance following
completion of any proposed transaction. Forward-looking statements, like all statements in this
news release, speak only as of the date of this news release (unless another date is indicated).
We do not undertake any obligation to publicly update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or approval. This news release relates to a
business combination transaction with Tenet proposed by the Company, which may become the subject
of a registration statement filed with the Securities and Exchange Commission (the SEC). This
material is not a substitute for any prospectus, proxy statement or any other document which the
Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Such documents would be available free of charge through the web site maintained by
the SEC at www.sec.gov or by directing a request to Community Health Systems, Inc. at 4000
Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
The Company and its directors and executive officers and other persons may be deemed to be
participants in any solicitation of proxies from Tenets stockholders in respect of the proposed
transaction with Tenet. Information regarding the Companys directors and executive officers is
available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with
the SEC on April 9, 2010. Other information regarding potential participants in such proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in any proxy statement filed in connection with the proposed
transaction.
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Media Contacts:
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Investor Contacts: |
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Tomi Galin
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W. Larry Cash |
VP Corporate Communications
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EVP & CFO |
615-628-6607
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615-465-7000 |
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George Sard/Anna Cordasco/Brooke Gordon
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Lizbeth Schuler |
Sard Verbinnen & Co
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VP Investor Relations |
212-687-8080
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615-465-7000 |