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.
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(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
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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0-11.
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-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
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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
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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.
