SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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):
October 12, 2001 (October 10, 2001)
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PROVINCE HEALTHCARE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-23639 62-1710772
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
105 WESTWOOD PLACE
SUITE 400
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 370-1377
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On October 10, 2001, Province Healthcare Company (the "Company")
completed the issuance and sale of $172,500,000 aggregate principal amount of
the Company's 4 1/4% Convertible Subordinated Notes due 2008 for purchase by
qualified institutional buyers under Rule 144A of the Securities Act of 1933
(the "Notes"). The Notes were sold in a private transaction to the initial
purchasers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, First Union
Securities, Inc., UBS Warburg LLC, and Banc of America Securities LLC. The
amount sold in the offering includes $22,500,000 principal amount of the Notes
issued upon the exercise by the initial purchasers of an option to cover
over-allotments. The Notes are convertible, at the election of the holder, into
shares of the Company's Common Stock at a conversion price of $41.55 per share.
The net proceeds of the offering will be used to repay any outstanding
borrowings under the Company's existing senior credit facility, for working
capital and for general corporate purposes, including potential acquisitions of
additional hospitals.
The Notes and the Common Stock issuable upon the conversion of the
Notes have not been registered under the Securities Act, or any state securities
laws, and may be offered for resale only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act or pursuant to another available
exemption from the registration requirements of the Securities Act.
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.
PROVINCE HEALTHCARE COMPANY
By: /s/ Brenda B. Rector
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Brenda B. Rector
Vice President and Controller
Date: October 12, 2001