As filed with the Securities and Exchange Commission on April 27, 1999
File No. 0-29818
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10/A
(Amendment No. 4)
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
LifePoint Hospitals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 52-2165845
(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) 344-6261
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
Copies of all communications should be sent to:
Morton A. Pierce, Esq. William F. Carpenter III, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas Senior Vice President, General Counsel and
Secretary
New York, New York 10019-6092
LifePoint Hospitals, Inc.
(212) 259-8000 4525 Harding Road
Nashville, Tennessee 37205
(615) 344-6261
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LifePoint Hospitals, Inc.
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 April 27, 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 Selected Historical 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"; "Arrangements Among Columbia/HCA, LifePoint and
Triad Relating to the Distribution"; "LifePoint Management--LifePoint Executive
Stock Purchase Plan"; and "LifePoint Management--Employment Contracts,
Termination of Employment Arrangements and Change in Control Arrangements" 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.
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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 Historical 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 April 27, 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.
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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.
4.1+ Form of Specimen Certificate for LifePoint Hospitals, Inc. Common
Stock.
4.2+ Form of Rights Agreement between LifePoint Hospitals, Inc. and
National City Bank, 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 Transitional Services Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.5+ Form of Computer and Data Processing Services Agreement to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.6+ Form of Agreement to Share Telecommunications Services to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.7+ Form of Sub-Lease Agreement to be entered into by and between
LifePoint Hospitals, Inc. and Columbia/HCA Healthcare Corporation.
10.8*+ LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan.
10.9*+ LifePoint Hospitals, Inc. Executive Stock Purchase Plan.
10.10*+ LifePoint Hospitals, Inc. Outside Director's Stock and Incentive
Compensation Plan.
10.11*+ LifePoint Hospitals, Inc. Management Stock Purchase Plan.
10.12*+ Employment Agreement of Scott Mercy.
21 Subsidiaries of LifePoint Hospitals, Inc. as of the distribution date.
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* Compensatory plan or arrangement.
+Previously filed.
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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 Amendment No. 4 to this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
LifePoint Hospitals, Inc.
/s/ William F. Carpenter III
Date: April 27, 1999 By: _________________________________
William F. Carpenter III
Senior Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Information Statement dated as of April 27, 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.
4.1+ Form of Specimen Certificate for LifePoint Hospitals, Inc. Common
Stock.
4.2+ Form of Rights Agreement between LifePoint Hospitals, Inc. and
National City Bank, 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 Transitional Services Agreement to be entered into by and
between Columbia/HCA Healthcare Corporation and LifePoint Hospitals,
Inc.
10.5+ Form of Computer and Data Processing Services Agreement to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.6+ Form of Agreement to Share Telecommunications Services to be entered
into by and between Columbia Information Systems, Inc. and LifePoint
Hospitals, Inc.
10.7+ Form of Sub-Lease Agreement to be entered into by and between
LifePoint Hospitals, Inc. and Columbia/HCA Healthcare Corporation.
10.8*+ LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan.
10.9*+ LifePoint Hospitals, Inc. Executive Stock Purchase Plan.
10.10*+ LifePoint Hospitals, Inc. Outside Directors' Stock and Incentive
Compensation Plan.
10.11*+ LifePoint Hospitals, Inc. Management Stock Purchase Plan.
10.12*+ Employment Agreement of Scott Mercy.
21 Subsidiaries of LifePoint Hospitals, Inc. as of the distribution date.
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* Compensatory plan or arrangement.
+Previously filed.
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