SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /_/ Filed by a Party other than the Registrant /X/ Check the appropriate box: /_/ Preliminary Proxy Statement /_/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /_/ Definitive Proxy Statement /X/ Definitive Additional Materials /_/ Soliciting Material Under Rule 14a-12 LIFEPOINT HOSPITALS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ACCIPITER LIFE SCIENCES FUND, LP ACCIPITER LIFE SCIENCES FUND II, LP ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD. ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD. ACCIPITER LIFE SCIENCES FUND II (QP), LP ACCIPITER CAPITAL MANAGEMENT, LLC CANDENS CAPITAL, LLC GABE HOFFMAN MOHSIN Y. MEGHJI EARL P. HOLLAND NICOLE VIGLUCCI - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. /_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- /_/ Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- /_/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: -2- On April 20, 2006, Accipiter Life Sciences Fund, LP ("Accipiter"), together with the other participants named herein, made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2006 annual meeting of stockholders of LifePoint Hospitals, Inc., a Delaware corporation (the "Company"). Item 1: On April 21, 2006, Accipiter mailed the following letter to the stockholders of the Company. ACCIPITER LIFE SCIENCES FUND, LP VOTE FOR DIRECTORS DEDICATED TO ENHANCING VALUE FOR ALL LIFEPOINT STOCKHOLDERS BY EXECUTING THE ENCLOSED GOLD PROXY CARD TODAY THERE IS NOT MUCH TIME UNTIL THE LIFEPOINT ANNUAL MEETING OF STOCKHOLDERS SO PLEASE VOTE THE GOLD PROXY CARD NOW! April 21, 2006 Dear Fellow Stockholder: We are the owners of 985,394 shares, or approximately 1.8%, of the outstanding common stock of LifePoint Hospitals, Inc. ("LifePoint" or the "Company"). Over the past several months, we have grown increasingly concerned that the current Board and management team have taken actions that have led to the deterioration of value for all LifePoint stockholders. We believe that the Company's acquisition strategy has had a profoundly negative effect on the value of LifePoint's shares. SINCE JULY 14, 2005, THE DAY LIFEPOINT ANNOUNCED THE PROPOSED ACQUISITION OF FIVE HOSPITALS FROM HCA, LIFEPOINT'S SHARE PRICE HAS DECLINED TO $29.87 AS OF APRIL 19, 2006, WHICH REPRESENTS AN ALARMING DECLINE OF 37%. On March 24, 2006, Accipiter delivered to LifePoint a publicly released letter stating Accipiter's concerns and making certain recommendations for improving stockholder value. Since then, we have made repeated efforts to communicate our concerns to the current Board. Our suggestions have seemingly fallen on deaf ears. LIFEPOINT MANAGEMENT AND THE BOARD OF DIRECTORS HAVE FAILED TO ADDRESS ISSUES WHICH WE BELIEVE ARE SHARED BY A MULTITUDE OF STOCKHOLDERS. After carefully reviewing the options available, we concluded that the only way to protect the interests of all LifePoint stockholders would be to nominate directors who would be dedicated to preserving and enhancing the value of our investments in LifePoint. Now we are asking for your support and are urging you to disregard any proxy you may have received from the Company and to vote the enclosed GOLD proxy card. WE BELIEVE THAT DECISIONS MADE BY THE CURRENT BOARD HAVE DIRECTLY LED TO THE EROSION OF VALUE FOR ALL LIFEPOINT STOCKHOLDERS On April 15, 2005, LifePoint entered into what we believe was an ill-advised merger with Province Healthcare Company. LifePoint paid $22.66 per share for Province or a premium of 66% over Province's closing stock price of $13.61 the day prior to the announcement of the transaction. Since the consummation of the merger, numerous problems have arisen with the former Province hospitals. For example, in January 2006, it was revealed that Valley View, which opened in November 2005 (7 months after LifePoint acquired Province), failed to receive Medicare reimbursement. As a result, it is projected to negatively impact earnings by $0.04 to $0.05 per share in the first quarter. We are not aware of any hospital that has failed to be certified for Medicare reimbursement for six months. Additionally, Coastal Carolina, which opened in November 2004, continues to negatively impact earnings by $0.02 to $0.03 per share per quarter. While we cannot blame LifePoint for the poorly chosen location of the hospital, LifePoint has operated the hospital for over a year and management has not articulated a turn around plan. Increasing our conviction that the merger with Province was a bad decision is the recent revelation by LifePoint that the relations between Province and its physicians was, and continues to be, very poor. During a January 9, 2006 conference call, LifePoint's COO, Bill Gracey, stated, "Long story short, we have uncovered more physician competition we believe than we initially anticipated." We are amazed that the Company failed to anticipate the physician relations problem, especially since Province, in a January 31, 2003 conference call, noted that "recent results were [affected] primarily by the unusually large number of physicians lost during the year." Adding to its history of poor acquisitions is LifePoint's acquisition of Danville Regional Medical Center in July 2005. While LifePoint claimed that the acquisition of Danville was in furtherance of the Company's strategy of acquiring hospitals that are the sole or significant market provider of healthcare services in their communities, we believe the Danville acquisition is a drain on LifePoint's resources. Since the acquisition, Danville's revenues have suffered and the CEO of the hospital was replaced after a short tenure. In addition, LifePoint management has cited the local economy in Danville on the February 2006 conference call as a reason for weaker than expected results. We are astonished that the economic outlook was a surprise for LifePoint. The area's unemployment rate has doubled over the past five years. We also learned that Dan River, the area's former largest employer, filed for bankruptcy in March 2004 and Dimon Tobacco, the former fifth largest employer, closed its factory in April 2005. This obviously should come as no surprise to LifePoint. WE BELIEVE THAT THE RECENT ACQUISITIONS OF PROVINCE AND DANVILLE REPRESENT CLEAR EXAMPLES OF INADEQUATE DUE DILIGENCE AND POOR EXECUTION THAT HAVE DIRECTLY CONTRIBUTED TO THE DESTRUCTION OF STOCKHOLDER VALUE. Despite LifePoint's evident history of poor merger choices, we question whether management and the Board learned any lessons. The Company still plans to acquire five hospitals from HCA Inc. in West Virginia and Virginia. LifePoint initially said that the deal with HCA would be accretive to earnings on its July 28, 2005 conference call. On this call, Ken Donahey, CEO and Chairman of LifePoint, stated in reference to a question about the HCA assets, "And we made sure that the first year it was slightly accretive, but then in the years two, three and four, significantly accretive." YET A MERE FIVE MONTHS LATER, MANAGEMENT STATED ON ITS JANUARY 9, 2006 CONFERENCE CALL THAT PERFORMANCE AT THESE HOSPITALS HAD DETERIORATED SO SIGNIFICANTLY THAT THE PROPOSED TRANSACTION WAS NOW EXPECTED TO BE DILUTIVE BY $0.02 TO $0.03 PER SHARE PER QUARTER UPON CLOSING. ON TOP OF ALL OF THIS, EXECUTIVE COMPENSATION AT LIFEPOINT SIGNIFICANTLY EXCEEDED THE PEER GROUP AVERAGE DESPITE SLOWER THAN AVERAGE EARNINGS GROWTH AND STOCK PRICE UNDERPERFORMANCE. VOTE THE ENCLOSED GOLD PROXY TO ELECT DIRECTORS WHOSE INTERESTS ARE ALIGNED WITH YOURS As significant investors in LifePoint, we have a vested interest in the maximization of LifePoint's shares. Our nominees have extensive experience in the healthcare industry as well as in private and public investment, corporate governance and business management. By contrast, LifePoint's three nominees have no actual management experience with any for-profit healthcare companies. If elected to the LifePoint Board, our nominees will use their best efforts to improve the Company's operating performance and implement corporate governance reforms while exploring all possible alternatives to maximize stockholder value. Since the annual meeting of stockholders is only weeks away, we encourage you to vote the enclosed GOLD proxy card as soon as possible. Remember, if you have already voted management's proxy card, you have every right to change your vote by executing the enclosed GOLD proxy card. If your shares are held by a bank or broker, you may be able to vote by telephone or internet and, if you need assistance in voting your shares, we encourage you to call our proxy solicitor, MacKenzie Partners, Inc. at 800-322-2885. We look forward to speaking to many of our fellow stockholders in the coming weeks and would like to thank you in advance for your support. Sincerely, /s/ Gabe Hoffman Gabe Hoffman Accipiter Life Sciences Fund, LP - -------------------------------------------------------------------------------- IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD, OR NEED ADDITIONAL COPIES OF ACCIPITER'S PROXY MATERIALS, PLEASE CALL MACKENZIE PARTNERS AT THE PHONE NUMBERS LISTED BELOW. MACKENZIE PARTNERS, INC, 105 Madison Avenue New York, NY 10016 PROXY@MACKENZIEPARTNERS.COM (212) 929-5500 (Call Collect) or TOLL-FREE (800) 322-2885 - -------------------------------------------------------------------------------- CERTAIN INFORMATION CONCERNING PARTICIPANTS On April 20, 2006, Accipiter Life Sciences Fund, LP ("Accipiter"), together with the other Participants named herein (as defined below), made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2006 annual meeting of stockholders of LifePoint Hospitals, Inc., a Delaware corporation (the "Company"). ACCIPITER ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLLFREE NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM. The participants in the proxy solicitation are Accipiter, Accipiter Life Sciences Fund II, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Life Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund II (QP), LP, Candens Capital, LLC, Accipiter Capital Management, LLC, Gabe Hoffman, Mohsin Y. Meghji, Earl P. Holland and Nicole Viglucci (together, the "Participants"). INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE DEFINITIVE PROXY STATEMENT FILED BY ACCIPITER ON APRIL 20, 2006, A COPY OF WHICH IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
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DFAN14A Filing
Accipiter Capital Management DFAN14AAdditional proxy materials by non-management
Filed: 21 Apr 06, 12:00am