AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
LIFEPOINT HOSPITALS LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1762163
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4525 HARDING ROAD 37205
NASHVILLE, TENNESSEE (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (615) 344-2000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
MORTON A. PIERCE, ESQ. WILLIAM F. CARPENTER III, ESQ.
DEWEY BALLANTINE LLP SENIOR VICE PRESIDENT
1301 AVENUE OF THE AMERICAS AND GENERAL COUNSEL
NEW YORK, NEW YORK 10019-6092 LIFEPOINT HOSPITALS LLC
(212) 259-8000 4525 HARDING ROAD
NASHVILLE, TENNESSEE 37205
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LIFEPOINT HOSPITALS LLC
INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY
REFERENCE
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
ITEM 1. BUSINESS.
The information required by this item is contained under the sections
"Summary"; "LifePoint Management's Discussion and Analysis of Financial
Condition and Results of Operations"; "LifePoint Business"; and "LifePoint
Hospitals, Inc. Index to Combined Financial Statements" in the Information
Statement dated , 1999 annexed hereto as Exhibit 2.1 (the "Information
Statement") and such sections are incorporated herein by reference.
ITEM 2. FINANCIAL INFORMATION.
The information required by this item is contained under the sections
"Summary"; "LifePoint Unaudited Pro Forma Condensed Combined Financial
Statements"; "LifePoint Summary Financial Data"; and "LifePoint Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the Information Statement and such sections are incorporated herein by
reference.
ITEM 3. PROPERTIES.
The information required by this item is contained under the section
"LifePoint Business--Properties" in the Information Statement and such section
is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item is contained under the section
"LifePoint Security Ownership by Certain Beneficial Owners and Management" in
the Information Statement and such section is incorporated herein by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The information required by this item is contained under the sections
"LifePoint Management" and "LifePoint Description of Capital Stock--Limited
Liability and Indemnification Provisions" in the Information Statement and such
sections are incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION.
The information required by this item is contained under the section
"LifePoint Management--Executive Compensation" in the Information Statement and
such section is incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is contained under the sections
"Summary"; "The Distribution"; and "Arrangements Among Columbia/HCA, LifePoint
and Triad Relating to the Distribution" in the Information Statement and such
sections are incorporated herein by reference.
ITEM 8. LEGAL PROCEEDINGS.
The information required by this item is contained under the section
"LifePoint Business--Legal Proceedings" in the Information Statement and such
section is incorporated herein by reference.
2
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The information required by this item is contained under the sections
"Summary"; "Risk Factors--Market Uncertainties With Respect to LifePoint Common
Stock and Triad Common Stock"; "The Distribution--Market for LifePoint Common
Stock and Triad Common Stock"; and "Dividend Policy--LifePoint"; in the
Information Statement and such sections are incorporated herein by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
This item is not applicable.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is contained under the sections "Risk
Factors--Anti-Takeover Provisions"; "LifePoint Description of Capital Stock";
and "The Distribution--Market for LifePoint Common Stock and Triad Common
Stock" in the Information Statement and such sections are incorporated herein
by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this item is contained under the section
"LifePoint Description of Capital Stock--Limited Liability and Indemnification
Provisions" in the Information Statement and such section is incorporated
herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is contained under the sections
"Summary"; "LifePoint Unaudited Pro Forma Condensed Combined Financial
Statements"; "LifePoint Selected Financial Data"; "LifePoint Management's
Discussion and Analysis of Financial Condition and Results of Operations"; and
"LifePoint Hospitals, Inc. Index to Combined Financial Statements" in the
Information Statement and such sections are incorporated herein by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
This item is not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The information required by this item is contained under the section
"LifePoint Hospitals, Inc. Index to Combined Financial Statements" in the
Information Statement and such section is incorporated herein by reference.
(b) The following documents are filed as exhibits hereto:
EXHIBIT
NUMBER DESCRIPTION
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2.1 Information Statement dated as of , 1999.
2.2** Form of Distribution Agreement to be entered into by and among
Columbia/HCA Healthcare Corporation, LifePoint Hospitals, Inc. and
Triad Hospitals, Inc.
3.1 Form of Certificate of Incorporation of LifePoint Hospitals, Inc. to
be in effect on the distribution date.
3
EXHIBIT
NUMBER DESCRIPTION
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3.2 Form of By-Laws of LifePoint Hospitals, Inc. to be in effect on the
distribution date.
4** Form of Rights Agreement, dated as of , 1999, between
LifePoint Hospitals, Inc. and , as rights agent.
10.1** Form of Tax Sharing and Indemnification Agreement to be entered into
by and among Columbia/HCA Healthcare Corporation, LifePoint
Hospitals, Inc. and Triad Hospitals, Inc.
10.2** Form of Benefits and Employment Matters Agreement to be entered into
by and among Columbia/HCA Healthcare Corporation, LifePoint
Hospitals, Inc. and Triad Hospitals, Inc.
10.3** Form of Insurance Allocation and Administration Agreement to be
entered into by and among Columbia/HCA Healthcare Corporation,
LifePoint Hospitals, Inc. and Triad Hospitals, Inc.
10.4** Form of Group Purchasing Member Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.5** Form of Transitional Services Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.6** Form of Computer and Data Processing Services Agreement to be
entered into by and between Columbia Information Systems, Inc. and
LifePoint Hospitals, Inc.
10.7** Form of Agreement to Share Telecommunications Services to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.8** Form of Sub-Lease Agreement to be entered into by and between
LifePoint Hospitals, Inc. and Columbia/HCA Healthcare Corporation.
10.9* ** LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan.
10.10* ** LifePoint Hospitals, Inc. 1999 Annual Incentive Plan
10.11* ** LifePoint Hospitals, Inc. Executive Stock Purchase Plan
21** Subsidiaries of LifePoint Hospitals, Inc. as of the distribution
date.
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
27.3 Financial Data Schedule.
27.4 Financial Data Schedule.
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* Compensatory plan or arrangement.
** To be filed by amendment.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
LifePoint Hospitals LLC
Date: December 11, 1998 /s/ William F. Carpenter III
By: _________________________________
William F. Carpenter III
Senior Vice President & General
Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Information Statement dated as of , 1999.
2.2** Form of Distribution Agreement to be entered into by and among
Columbia/HCA Healthcare Corporation, LifePoint Hospitals, Inc. and
Triad Hospitals, Inc.
3.1 Form of Certificate of Incorporation of LifePoint Hospitals, Inc. to
be in effect on the distribution date.
3.2 Form of By-Laws of LifePoint Hospitals, Inc. to be in effect on the
distribution date.
4** Form of Rights Agreement, dated as of , 1999, between
LifePoint Hospitals, Inc. and , as rights agent.
10.1** Form of Tax Sharing and Indemnification Agreement to be entered into
by and among Columbia/HCA Healthcare Corporation, LifePoint
Hospitals, Inc. and Triad Hospitals, Inc.
10.2** Form of Benefits and Employment Matters Agreement to be entered into
by and among Columbia/HCA Healthcare Corporation, LifePoint
Hospitals, Inc. and Triad Hospitals, Inc.
10.3** Form of Insurance Allocation and Administration Agreement to be
entered into by and among Columbia/HCA Healthcare Corporation,
LifePoint Hospitals, Inc. and Triad Hospitals, Inc.
10.4** Form of Group Purchasing Member Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.5** Form of Transitional Services Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.6** Form of Computer and Data Processing Services Agreement to be
entered into by and between Columbia Information Systems, Inc. and
LifePoint Hospitals, Inc.
10.7** Form of Agreement to Share Telecommunications Services to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.8** Form of Sub-Lease Agreement to be entered into by and between
LifePoint Hospitals, Inc. and Columbia/HCA Healthcare Corporation.
10.9* ** LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan.
10.10* ** LifePoint Hospitals, Inc. 1999 Annual Incentive Plan.
10.11* ** LifePoint Hospitals, Inc. Executive Stock Purchase Plan.
21** Subsidiaries of LifePoint Hospitals, Inc. as of the distribution
date.
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
27.3 Financial Data Schedule.
27.4 Financial Data Schedule.
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* Compensatory plan or arrangement.
**To be filed by amendment.
6