UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) January 22, 2002
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Health Management Associates, Inc.
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(Exact name of registrant as specified in charter)
Delaware 000-18799 61-0963645
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 941-598-3131
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On January 22, 2002, the Registrant issued the following press release:
HEALTH MANAGEMENT ASSOCIATES, INC.
ANNOUNCES OFFERING OF SENIOR SUBORDINATED CONVERTIBLE NOTES
NAPLES, FLORIDA (January 22, 2002) -- Health Management Associates, Inc.
(NYSE: HMA) ("HMA" or the "Company") announced today that it intends to
offer $275 million (gross proceeds) of zero-coupon convertible senior
subordinated notes due 2022 to qualified institutional investors. The notes
will be convertible into the class A common stock of the Company. The
expected net proceeds of the offering will be used primarily to repay debt
under the Company's existing credit agreements.
The securities have not been registered under the Securities Act of 1933
("Securities Act") or any state securities laws and are being offered in
the United States in a private placement under Rule 144A under the
Securities Act. They may not be offered or sold in the United States absent
registration or an applicable exemption under the Securities Act and
applicable state securities laws.
HMA is the largest operator of general acute care hospitals in non-urban
communities situated primarily in the Southeast and Southwest. The Company
operates 42 facilities in 14 states with 5,796 licensed beds.
Certain statements contained in this release, including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," "optimistic," and words of similar import,
constitute "forward-looking statements" and are subject to various
risks and uncertainties as discussed in the Company's filings with the
Securities and Exchange Commission within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may include
projections of revenues, income or loss, capital expenditures, capital
structure, or other financial items, statements regarding the plans and
objectives of management for future operations, statements of future
economic performance, statements of the assumptions underlying or
relating to any of the foregoing statements, and other statements which
are other than statements of historical fact.
Statements made throughout this release are based on current estimates
of future events, and the Company has no obligation to update or
correct these estimates. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ
materially as a result of these various factors.
On January 23, 2002, the Registrant issued the following press release:
HEALTH MANAGEMENT ASSOCIATES, INC.
ANNOUNCES TERMS OF SENIOR SUBORDINATED CONVERTIBLE NOTES
NAPLES, FLORIDA (January 23, 2002) -- Health Management Associates, Inc.
(NYSE: HMA) ("HMA" or the "Company") announced today the basic terms of its
previously announced zero-coupon convertible senior subordinated notes
("Notes") due 2022 being offered to qualified institutional investors.
The Notes have the following terms:
Amount: $277 million (gross proceeds)
Coupon: 0%
Yield to Maturity: 0.875%
Conversion Premium: 35%
Conversion Price: $26.11
Conversion Rights: The Notes will be convertible into
HMA common stock if HMA shares exceed 120%
of accreted conversion price ($31.33) for at
least 20 trading days of the 30 trading days
prior to the conversion. The Notes are also
convertible if the Company calls the Notes
for redemption or upon other specified
corporate transaction occurrences and
certain ratings changes.
Dilutive Effect: There is no immediate dilution for
HMA's equity shareholders. The shares
associated with the conversion of the Notes
are not included in HMA's diluted shares
calculation until HMA common stock attains a
level of $31.33 for at least 20 trading days
of the 30 trading days prior to the
conversion.
Investor Put Options: Investors may put the Notes to the Company
on the anniversary date in January of 2005,
2007, 2012 and 2017.
Call Protection: The Company may call the Notes any time
after the anniversary date in January
of 2007.
Final Maturity: Anniversary date in January of 2022.
As previously announced, the Company intends to use the proceeds of the
Notes primarily to repay debt under the Company's existing credit
agreements.
The securities have not been registered under the Securities Act of 1933
("Securities Act") or any state securities laws and are being offered in
the United States in a private placement under Rule 144A under the
Securities Act. They may not be offered or sold in the United States absent
registration or an applicable exemption under the Securities Act and
applicable state securities laws.
HMA is the largest operator of general acute care hospitals in non-urban
communities situated primarily in the Southeast and Southwest. The Company
operates 42 facilities in 14 states with 5,796 licensed beds.
Certain statements contained in this release, including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," "optimistic," and words of similar import,
constitute "forward-looking statements" and are subject to various
risks and uncertainties as discussed in the Company's filings with the
Securities and Exchange Commission within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may include
projections of revenues, income or loss, capital expenditures, capital
structure, or other financial items, statements regarding the plans and
objectives of management for future operations, statements of future
economic performance, statements of the assumptions underlying or
relating to any of the foregoing statements, and other statements which
are other than statements of historical fact.
Statements made throughout this release are based on current estimates
of future events, and the Company has no obligation to update or
correct these estimates. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ
materially as a result of these various factors.
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.
HEALTH MANAGEMENT ASSOCIATES INC.
Dated: January 24, 2002 By: /s/ Timothy R. Parry
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Timothy R. Parry
Senior Vice President