SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
TRIAD HOSPITALS, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
89579K109
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(CUSIP NUMBER)
Greenlight Capital, L.L.C.
420 Lexington Avenue
Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
August 16, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check
the following box [ ]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
<PAGE>
CUSIP No. 89579K109 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenlight Capital, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 2,540,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,540,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 89579K109 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Einhorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 2,540,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,540,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 89579K109 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey A. Keswin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 2,540,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,540,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of
Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the
principals of Greenlight, as an amendment to the initial statement on
Schedule 13D, relating to shares of common stock of Triad Hospitals, Inc.
(the "Issuer"), as filed with the Securities and Exchange Commission on
July 30, 1999 (the "Initial Schedule 13D").
This Amendment No. 1 to Schedule 13D relates to shares of common stock
of the Issuer ("Common Stock") purchased by Greenlight for the account of
(i) Greenlight Capital, L.P. ("Greenlight Fund"), of which Greenlight is
the general partner, (ii) Greenlight Capital Offshore, Ltd. ("Greenlight
Offshore"), for whom Greenlight acts as investment advisor, and (iii)
Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), of which
Greenlight is the general partner. The Initial Schedule 13D is hereby
amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of August 16, 1999, Greenlight had invested (i) $8,655,352.64 in
shares of Common Stock through Greenlight Fund, (ii) $8,709,079.86 in
shares of Common Stock through Greenlight Offshore and (iii) $12,304,619.05
in shares of Common Stock through Greenlight Qualified, all as described in
Item 5 below. The above amounts include any commissions incurred in the
investments. The source of these funds was the working capital of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified, as the case
may be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of August 16, 1999, Greenlight, Mr. Einhorn and Mr. Keswin are
beneficial owners of 2,540,500 shares of Common Stock of the Issuer or 7.5%
of the shares outstanding. The 2,540,500 shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of Greenlight Fund, Greenlight Offshore or Greenlight Qualified, as
the case may be.
The number of shares beneficially owned by Greenlight, Mr. Einhorn and
Mr. Keswin and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on August 16, 1999 is based on 33,870,312 outstanding shares of
Common Stock as of August 3, 1999 as reported in the Issuer's Form 10-Q
filed with the Commission on August 12, 1999.
(c) The transactions in the Issuer's securities by Greenlight during
the period of July 29, 1999 to August 16, 1999 are listed as Annex A
attached hereto and made apart hereof.
<PAGE>
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- --------- --------- ---------
8/5/99 Buy 3,000 9.80
8/5/99 Buy 2,500 9.75
8/6/99 Buy 10,500 9.80
8/10/99 Buy 50,000 10.1188
8/10/99 Buy 6,500 10.1058
8/11/99 Buy 10,700 10.05
8/13/99 Buy 28,300 10.8896
8/16/99 Buy 2,000 11.2913
8/16/99 Buy 427,000 12.125
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 19, 1999
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
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JEFFREY A. KESWIN, Managing Member
/s/ David Einhorn
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David Einhorn
/s/ Jeffrey A. Keswin
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Jeffrey A. Keswin
