April 18, 2006
Via U.S. Mail
Gabe Hoffman
Accipiter Life Sciences Fund, LP
399 Park Avenue
38th Floor
New York, NY 10022
Re: LifePoint Hospitals, Inc.
PREC14A filed by Accipiter Life Sciences Fund, LP et al.
Filed on April 12, 2006
File No. 0-51251
Dear Mr. Hoffman:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 14A
General
1. On a supplemental basis, advise us as to how your group was
formed. How are the members of the group, specifically your
nominees
and Mr. Hoffman, affiliated with one another?
2. We note that you made some, if not all, of the letters you sent
to
LifePoint publicly available, however, it does not appear that you
filed these materials as soliciting materials under Rule 14a-12.
Please advise us as to what consideration you gave to filing them
considering it would appear that these letters were made public
under
circumstances reasonably calculated to result in the procurement,
withholding or revocation of a proxy.
Background to solicitation, page 4
3. In the second bullet point, you indicate that you have "talked
at
length with LifePoint management about various issues facing the
Company." Please revise to elaborate briefly upon what you mean
when
you refer to "various issues."
4. In the fourth bullet point, you indicate that the Chairman of
the
Board delivered a letter to you "without substantively addressing
any
of [your] concerns." Revise to acknowledge that the Chairman did,
however, indicate that that Board would "communicate on these
matters
with all of [its] stockholders in the near future," a statement
that
was reiterated, at least in principle, in the April 4, 2006 letter
as
well. Otherwise, this statement would lead readers to believe
that
LifePoint has no plans to respond to you at all.
Proposal No. 1 - Election of Directors, page 5
Reasons why Accipiter is challenging the incumbent directors,
page 5
5. We note your belief that "the election of the Nominees
represents
the best means for LifePoint stockholders to maximize the value of
their Shares." You go on to state that the Nominees, if elected,
"will use their best efforts to improve the Company`s operating
performance and implement corporate governance reform...." In an
appropriate place in this discussion, elaborate upon what plans
your
nominees intend to take if elected as it relates to improvement of
the Company`s operating performance. If you have no specific
plans
in mind, please indicate this. In doing so, please also indicate
that there is no assurance that, if elected, they will be able to
"maximize stockholder value." In this regard, consider moving up
the
fifth paragraph under "The Nominees" so that it prominently
advises
readers of this possibility.
We believe that inadequate due diligence of and poor
execution
on the recent mergers...
6. With regard to your discussion about Coastal Carolina Medical
Center, you mention that "population growth is not expected to
dramatically expand over the near term." Provide support for this
statement and clarify why you believe, if true, that this is the
only
reason why the Company will continue to operate at a loss,
considering you pose no alternatives to the Company`s ability to
improve upon operations at this site.
7. With regard to your discussion about Valley View Medical
Center,
provide support for your statements that the Company failed to
receive certification "due to inappropriate staffing levels" and
that
"another CMS inspection that was scheduled for February 2006 was
cancelled by the Company due to a lack of readiness..." You imply
that the Company is responsible for not obtaining certification
sooner but it`s not clear what the Company is failing to do, or
whether there are other reasons for the lack of certification,
that
would support this premise.
8. With regard to your discussion about Danville Regional Medical
Center, provide support for your statement that "management has
stated during various healthcare investment conferences that
Danville
is performing below budget. Revenues have suffered as admitting
doctors have been boycotting the hospital in protest of the
Company`s
actions." Please also support your statement that there was
"evidence of rising unemployment in the region prior to the
acquisition."
We believe that the proposed acquisition of hospitals from
HCA
Inc....
9. You indicate that management stated that this deal "would be
accretive to earnings" and that "the performance at these
hospitals
has deteriorated significantly." The support you provide for
these
statements, however, does not appear to substantiate these
statements. For example, the Company indicates that it is
"optimistic about [its] prospects for success..." but does not
specifically state that the transaction would be accretive to
earnings. Please revise or advise.
10. We note your indication that "other well-run-for-profit
hospital
companies have fared poorly in [West Virginia] and [you] suspect
that
this is due to the rate setting methodology" and "the average for-
profit hospital in West Virginia operates at margins substantially
lower than LifePoint`s average." Please provide support for these
statements.
We believe LifePoint should immediately reduce its
leverage...
11. On a supplemental basis, support the calculations you make
relating to 1) leverage ratios and 2) current trading price
ratios.
Where the support for your calculations appears in other
documents,
such as the company`s Form 10-Q or 10-Ks, provide copies of the
relevant portions of the documents so that we can assess the
context
of the information upon which you rely. Mark the supporting
documents provided to identify the specific information relied
upon,
such as financial statement line items and mathematical
computations.
The Nominees, page 9
12. In the penultimate paragraph of this discussion, you reserve
the
right to substitute nominees in the event that those you have
identified decline to serve or in the event LifePoint makes any
changes to its bylaws or takes any other actions that would have
the
effect of disqualifying your nominees. Provide us with the
authority
upon which you will be able to make such substitution without
resoliciting shareholders and how such substitution would be
consistent with LifePoint`s advance notice bylaw provision.
Discretionary Voting, page 13
13. Advise us as to why you believe that discretionary voting will
not be available for banks, brokers and nominees pursuant to
applicable NASD rules. In view of this solicitation`s proximity
to
LifePoint`s annual meeting, tell us how security holders will be
in a
position to deliver instructions to brokers in time for brokers to
stop using their discretion. Advise us, with a view toward
disclosure, the date by which security holders must deliver
instructions to brokers in order to have the ability to direct the
brokers how to vote. Revise, to the extent necessary, to advise
security holders the steps they need to take to ensure that their
vote will be counted and discuss any applicable NASD rules.
Legal Proceedings, page 15
14. Considering the ability to elect your nominees is dependent
upon
the success of these legal proceedings, advise security holders as
to
what you will do if you do not prevail in this action. In other
words, if you lose, what will happen to any proxy cards that are
delivered to you?
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the filing persons 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 filing person acknowledging that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing person 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.
You may contact me at (202) 551-3264 with any questions. You
may also reach me via facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
cc via facsimile at 212-451-2222:
Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky, LLP
LifePoint Hospitals, Inc.
April 18, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE