UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): March 15, 2005
Province Healthcare Company
| Delaware | 001-31320 | 62-1710772 | ||
| (State or Other | (Commission File Number) | (IRS Employer | ||
| Jurisdiction of | Identification No.) | |||
| Incorporation) |
| 105 Westwood Place | ||
| Suite 400 | ||
| Brentwood, Tennessee | 37027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 370-1377
N/A
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01. Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
Item 8.01. Other Events.
On March 15, 2005, Province Healthcare Company (the “Company”), LifePoint Hospitals, Inc. (“LifePoint”), Lakers Holding Corp., Lakers Acquisition Corp. and Pacers Acquisition Corp. entered into Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2”), to amend that certain Agreement and Plan of Merger dated as of August 15, 2004, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of January 25, 2005. Pursuant to Amendment No. 2, the parties agreed to extend certain termination dates with respect to the acquisition of the Company by LifePoint.
The foregoing summary is qualified in its entirety by reference to Amendment No. 2, which is attached as an exhibit hereto and is incorporated by reference herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
The exhibit listed below and in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |||
| 2.1 | Amendment No. 2 to Agreement and Plan of Merger dated March 15, 2005 among Province Healthcare Company, LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp. and Pacers Acquisition Corp. (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated March 15, 2005) | |||
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.
| PROVINCE HEALTHCARE COMPANY | ||||
| By: | /s/ Howard T. Wall | |||
| Howard T. Wall | ||||
| Senior Vice President, General Counsel and Secretary | ||||
Date: March 15, 2005
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 2.1 | Amendment No. 2 to Agreement and Plan of Merger dated March 15, 2005 among Province Healthcare Company, LifePoint Hospitals, Inc., Lakers Holding Corp., Lakers Acquisition Corp. and Pacers Acquisition Corp. (Incorporated herein by reference to Current Report on Form 8-K of LifePoint Hospitals, Inc. dated March 15, 2005) | |||
