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 28, 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.
On January 28, 2002, Health Management Associates, Inc. (the "Company")
issued and sold $330.0 million in face value of Zero-Coupon Convertible Senior
Subordinated Notes (the "Notes") for gross proceeds of approximately $277.0
million. The Notes are the Company's general unsecured obligations and are
subordinated in right of payment to the Company's existing and future
indebtedness that is not, by its terms, expressly subordinated or pari passu in
right of payments to the Notes. The Company's Convertible Senior Subordinated
Debentures due 2020 (the "Debentures") rank pari passu with the Notes. The Notes
mature on January 28, 2022 unless converted or redeemed earlier. Upon the
occurrence of certain events, the Notes are convertible into the Company's
common stock at a conversion rate of 32.1644 shares of common stock for each
$1,000 principal amount of the Notes (equivalent to a conversion price of $26.11
per share). The equivalent number of shares associated with the offering become
dilutive (included in the Company's earnings per share calculation) when the
Company's common stock attains a level of $31.33 for at least 20 trading days of
the 30 trading days prior to the conversion or the Notes otherwise become
convertible. The accrual of original issue discount represents a yield to
maturity of 0.875% per year calculated from January 22, 2002, excluding any
contingent interest.
Holders may require the Company to purchase all or a portion of their Notes
on January 28, 2005, January 28, 2007, January 28, 2012 and January 28, 2017 for
a purchase price per note of $862.07, $877.25, $916.40 and $957.29,
respectively, plus accrued and unpaid interest to each purchase date. The
Company will pay cash for all Notes so purchased on January 28, 2005. The
Company may choose to pay the purchase price in cash or common stock or a
combination of cash and common stock for purchases on or after January 28, 2007.
In addition, upon a change in control of the Company occurring on or before
January 28, 2007, each holder may require the Company to purchase all or a
portion of such holder's Notes. The Company may redeem all or a portion of the
Notes at any time on or after January 28, 2007. The Company has agreed to file a
registration statement with respect to the Notes and shares of common stock
underlying the Notes by April 29, 2002 and to have such registration statement
become effective by June 27, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behlaf by the
undersigned hereunto duly authorized.
HEALTH MANAGEMENT ASSOCIATES, INC.
By: /s/ Robert E. Farnham
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Robert E. Farnham,
Senior Vice President and
Chief Financial Officer
Dated: February 13, 2002
INDEX TO EXHIBITS
(1) Underwriting agreement
Not applicable.
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
Not applicable.
(4) Instruments defining the rights of security holders, including indentures
(a) That certain Indenture, dated as of January 28, 2002, by and between
the Registrant and First Union National Bank, N.A., is included herein
as Exhibit 4(a).
(16) Letter re change in certifying accountant
Not applicable.
(17) Letter re directors resignation
Not applicable.
(20) Other documents or statements to security holders
Not applicable.
(23) Consents of experts and counsel
Not applicable.
(24) Power of attorney
Not applicable.
(99) Additional Exhibits
(a) That certain Purchase Agreement, dated as of January 28, 2002, by and
among Credit Suisse First Boston Corporation and Salomon Smith Barney
Inc., as representatives of certain initial purchasers, and the
Registrant, is included herein as Exhibit 99(a).
(b) That certain Registration Rights Agreement, dated as of January 28,
2002, by and among Credit Suisse First Boston Corporation and Salomon
Smith Barney Inc., as representatives of certain initial purchasers,
and the Registrant, is included herein as Exhibit 99(b).