SEC Filing | Community Health Systems, Inc.

View:

Download DOC

Download PDF

Download XLS

Form 8-K

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

Date of Report (date of earliest event reported): April 25, 2016 (April 22, 2016)

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15925

13-3893191

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s 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):

¨	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 (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Retirement of Executive Officer

On April 22, 2016, Community Health Systems, Inc. (the “Company”) issued a press release announcing that David L. Miller, President and Chief Operating Officer, will retire at the end of the year. A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 5.02.

Executive Promotions

On April 25, 2016, the Company issued a press release announcing the following executive promotions that will become effective May 1, 2016:

Tim L. Hingtgen, age 48, has been promoted to Executive Vice President of Operations. Mr. Hingtgen joined the Company in 2008 as a Vice President of Operations and, in January 2014, was promoted to President of Division IV Operations. At the Company, he has overseen the operations of affiliated hospitals in Alaska, Arizona, California, Oklahoma, Oregon, Utah, Washington and Wyoming. Prior to joining Community Health Systems, Mr. Hingtgen served as a chief operating or chief executive officer at facilities in Arizona, Indiana and Nevada. He holds a master’s degree in business administration from the University of Nevada, Las Vegas.

John W. McClellan, age 47, has been appointed President of Division IV Operations and will have management responsibility for affiliated hospitals in New Jersey, Ohio, Oklahoma and Pennsylvania. Mr. McClellan joined the Company in 2009 as a Vice President of Operations. Prior to joining Community Health Systems, he served as chief executive officer of hospitals in Florida, Missouri and North Carolina. He holds a master’s degree in healthcare administration from the University of Kentucky.

A copy of the press release announcing these promotions is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 5.02.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

The following items are included as Exhibits to this Form 8-K and incorporated herein by reference:


Exhibit No.		Description

99.1		Community Health Systems, Inc. Press Release dated April 22, 2016.

99.2		Community Health Systems, Inc. Press Release dated April 25, 2016.

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.


Date: April 25, 2016	COMMUNITY HEALTH SYSTEMS, INC.
	(Registrant)

	By:	/s/ Wayne T. Smith
		Wayne T. Smith
		Chairman of the Board and Chief Executive Officer
		(principal executive officer)

Exhibit Index


Exhibit No.		Description

99.1		Community Health Systems, Inc. Press Release dated April 22, 2016.

99.2		Community Health Systems, Inc. Press Release dated April 25, 2016.

EX-99.1

Exhibit 99.1

LOGO

COMMUNITY HEALTH SYSTEMS ANNOUNCES THAT PRESIDENT AND CHIEF OPERATING OFFICER

DAVID L. MILLER WILL RETIRE AT THE END OF THE YEAR

FRANKLIN, Tenn. (April 22, 2016) – Community Health Systems, Inc. (NYSE: CYH) has announced that David L. Miller, President and Chief Operating Officer, will retire at the end of the year. Miller is the Company’s first ever Chief Operating Officer and has served in this position since January of 2014.

Miller oversees the Company’s six operating divisions, which currently include 198 affiliated hospitals in 29 states and a broad range of outpatient services. He also manages enterprise-level strategic growth initiatives during a transformational period in the Company’s history. Miller was instrumental in the acquisitions of Triad Hospitals in 2007 and Health Management Associates, Inc. in 2014. He has been a driving force behind the organization’s shift to operate in larger, more competitive markets and to build regional healthcare networks.

Commenting on the announcement, Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc., said, “Through two decades of leadership, David Miller’s service has been characterized by the pursuit of quality in all things – as a champion for clinical excellence, an astute and disciplined operator, and a trusted leader and mentor for hospital and corporate executives. He has contributed mightily to the growth of Community Health Systems over these 20 years with many of our most notable accomplishments directly attributable to his leadership. David has made a positive and indelible mark on our organization, for which I am personally and forever grateful.”

Miller is a 19-year veteran of Community Health Systems and has over 40 years of executive healthcare management experience. He joined Community Health Systems in 1997 as a vice president of operations and was subsequently promoted to senior vice president of group operations and then to division president before being named president and chief operating officer. Prior to joining Community Health Systems, Miller worked for two different publicly traded healthcare management companies. He received his bachelor’s degree from Virginia Military Institute and a master’s degree in business administration from the Darden School at the University of Virginia. Miller currently serves as a member of the Virginia Military Institute Board of Visitors. He is also a Fellow in the American College of Healthcare Executives.

Forward-Looking Statements

Statements contained in this news release regarding expected operating results, acquisition transactions or divestitures and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

-MORE-

CYH Announces That President and Chief Operating Officer David L. Miller

Will Retire at The End of The Year

Page 2

April 22, 2016

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the Company currently owns, leases or operates 198 affiliated hospitals in 29 states with an aggregate of approximately 30,000 licensed beds.

The Company has announced plans for a spin-off transaction to create a new, publicly traded company, Quorum Health Corporation, with 38 affiliated hospitals and related outpatient services in 16 states, together with Quorum Health Resources, LLC, a subsidiary providing management advisory and consulting services to non-affiliated hospitals. The transaction is expected to become effective on April 29, 2016.

The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

Investor Contact:

W. Larry Cash

President of Financial Services

and Chief Financial Officer

(615) 465-7000

Media Contact:

Tomi Galin

Senior Vice President of Corporate

Communications and Marketing

(615) 628-6607

-END-

EX-99.2

Exhibit 99.2

LOGO

COMMUNITY HEALTH SYSTEMS ANNOUNCES EXECUTIVE PROMOTIONS

Tim L. Hingtgen Promoted to Executive Vice President of Operations

John W. McClellan Promoted to Division President, Division IV Operations

FRANKLIN, Tenn. (April 25, 2016) – Community Health Systems, Inc. (NYSE: CYH) announced two executive promotions today that will become effective May 1, 2016.

Tim L. Hingtgen will be promoted to Executive Vice President of Operations. Hingtgen joined Community Health Systems in 2008 as a Vice President of Operations and, in January 2014, was promoted to President of Division IV Operations. He has more than twenty years of executive level healthcare management experience. At Community Health Systems, he has successfully overseen the operations of affiliated hospitals in Alaska, Arizona, California, Oklahoma, Oregon, Utah, Washington and Wyoming. Hingtgen has worked with some of the Company’s most successful affiliated hospitals and also has demonstrated his ability to help turn around underperforming facilities. He has been instrumental in developing regional networks and integrated healthcare systems in highly competitive markets. In his newly created role, Hingtgen will work directly with the Company’s chief executive, chief operating and chief financial officers to advance the organization’s most strategic priorities and to help elevate operational and financial performance in key markets. Prior to joining Community Health Systems, Hingtgen served as a chief operating or chief executive officer of facilities in Arizona, Indiana and Nevada. He holds a master’s degree in business administration from the University of Nevada, Las Vegas.

John W. McClellan will be appointed President of Division IV Operations. He will have management responsibility for 31 affiliated hospitals in New Jersey, Ohio, Oklahoma, and Pennsylvania. McClellan joined Community Health Systems in 2009 as a Vice President of Operations. During his tenure, he has worked to successfully acquire and integrate affiliated hospitals in Indiana and Pennsylvania. He also has been a leader in the Company’s effort to establish clinically integrated networks in key markets. McClellan has twenty years of healthcare management experience. Prior to joining Community Health Systems, he served as chief executive officer of hospitals in Florida, Missouri and North Carolina. He holds a master’s degree in healthcare administration from the University of Kentucky.

Commenting on these executive appointments, Smith said, “We are fortunate to have a bench of highly accomplished healthcare professionals who are ready to move to the next level of responsibility. Tim Hingtgen is a results-driven operator who has capably managed healthcare systems in diverse and complex markets. As we leverage Tim’s expertise and experience across our enterprise, I am confident he will continue to have a positive impact on our overall operations. John McClellan is a strong and proven hospital executive who has pushed innovation into our markets while demonstrating the ability to generate solid operational and financial results. His experience and fresh perspectives will further complement our management team as we move forward to achieve our goals.”

Community Health Systems also announced a realignment of its operating divisions, effective May 1, 2016, reducing the number of divisions from six to five and reorganizing its portfolio in advance of the planned spin-off of Quorum Health Corporation. The spin-off is expected to be completed on April 29, 2016.