December 20, 2004
By Facsimile and U.S. Mail
Charles S. Whitman III, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Re: Health Management Associates, Inc.
Schedule TO-I filed
November 30, 2004
File No. 005-42525
Dear Mr. Whitman:
We have the following comments on the above-referenced
filing:
Schedule TO-I
Item 10
1. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A. Where you
choose to incorporate this information, Instruction 6 to Item 10
of Schedule TO requires you to disseminate the summary information
required by Item 1010(c) of Regulation M-A to note holders. See
Instruction 6 to Item 10 of Schedule TO and Regulation M-A
telephone interpretation H.7 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations. It appears that you
have not provided the required financial information, including
information regarding book value per share. Please revise to
include at least the summary financial information required by Item
1010(c), and advise us how you intend to disseminate the information.
Offer to Exchange Cover Page
2. Please revise your disclosure to include the date that the old
notes were issued.
3. We note your disclosure that you believe the New Notes may be
"offered for resale, resold and otherwise transferred by any
holder who is not an affiliate ...without compliance with the
registration requirements of the Securities Act of 1933." Please disclose
the basis for this belief, and confirm your understanding that the
exchange offer will not abbreviate any applicable waiting period
with respect to the Old Notes.
Summary Term Sheet, page 1
4. We note your disclosure that "the terms of the New Notes are
similar to the terms of the Old Notes, but differ...in material
ways." If the outstanding notes were not issued in a registered
offering, please tell us the exemption upon which you relied to
issue those securities.
The Exchange Offer, page 21
Conditions to the Exchange Offer, page 21
5. We note that you may waive the conditions you list in your
document at any time in your sole discretion. Please confirm your
understanding that if you waive a material condition, the offer
must remain open for at least five business days after that waiver.
Closing Comments
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.
Respond to our comments promptly. Please furnish a response
letter, keying your response to our comment letter. You should
transmit the letter via EDGAR under the label "CORRESP." In the
even that you believe that compliance with any of the above comments
is inappropriate, provide a basis for such belief to the staff in the
response letter. Please contact me at (202) 942-1762 if you have
any questions.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions