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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 28, 1999 (April 12, 1999)
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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
Number)
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)
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ITEM 5. OTHER EVENTS
As of April 12, 1999, Province Healthcare Company (the "Company")
through its wholly-owned subsidiary PHC-Belle Glade, Inc. acquired substantially
all of the assets used in the conduct and operation of the business of Glades
General Hospital in Belle Glade, Florida from the Palm Beach County Health Care
District (the "District"). The aggregate purchase price was approximately
$15,301,000. The hospital reported net revenues of approximately $25,000,000 for
its most recent fiscal year.
Pursuant to the terms of the Asset Purchase Agreement, PHC-Belle Glade,
Inc. acquired substantially all of the assets of Glades General Hospital. These
assets included the 73-bed general acute care hospital facility, the real
property on which the facility is located and related facilities. The
approximate aggregate purchase price of $15,301,000 included a $10,301,000 cash
payment at closing and a contractual obligation to pay the District $1,000,000
on each anniversary of the closing date for five years thereafter.
In order to finance the acquisition, the Company borrowed $13,500,000
pursuant to the terms of its Revolving Credit Facility with a syndicate of banks
led by First Union National Bank, as Agent.
The Company plans to continue operating the assets acquired in the
acquisition as a 73-bed general acute care hospital. The Asset Purchase
Agreement also requires the Company to develop, construct and complete a
replacement hospital following the fifth fiscal year after the closing at a cost
of not less than $25,000,000. This commitment is contingent on Glades General
Hospital's meeting certain financial targets following the closing.
As a result of the acquisition, the Company now owns and leases 12
hospitals in eight states with a total of 881 licensed beds. The Company also
has management agreements for 52 hospitals in 19 states and Puerto Rico for a
total of 3,726 licensed beds.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The Company anticipates that the audited financial statements
of Glades General Hospital as of and for the fiscal year ended
September 30, 1998, will be filed by amendment.
(b) Pro Forma Financial Information.
The Company anticipates that pro forma financial statements,
giving effect to the asset purchase as if it had occurred on
March 31, 1999, as to the balance sheet, and on January 1,
1998, as to the income statement, will be filed by amendment.
(c) Exhibits:
99.1 Copy of the press release, dated April 12, 1999, relating
to the execution of a definitive agreement to acquire Glades General Hospital.
99.2 Copy of the press release, dated April 15, 1999, relating
to the completion of the Glades General Hospital acquisition.
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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: April 28, 1999
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EXHIBIT 99.1
[AS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS]
[PROVINCE HEALTHCARE LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: MERILYN H. HERBERT
VICE PRESIDENT, INVESTOR RELATIONS
(615)370-1377
PROVINCE HEALTHCARE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FLORIDA HOSPITAL
Brentwood, TN, April 12, 1999 - Province Healthcare Company (Nasdaq:
PRHC) announced today that it has signed a definitive agreement to acquire the
assets and business of the 73-bed Glades General Hospital [note: original press
release stated "72-bed"] in Belle Glade, Florida from the Palm Beach County
Healthcare District for approximately $15,150,000, excluding working capital.
The hospital reported net revenues of approximately $25 million for its most
recent fiscal year.
Martin S. Rash, President and Chief Executive Officer of Province
Healthcare commented, "Glades General Hospital represents another attractive
acquisition for the Company. Located 45 miles west of West Palm Beach, the
hospital recently benefited from the closure of Everglades Regional Medical
Center, the only other hospital in the service area of approximately 36,000
people. We expect to add needed services, build relationships with the existing
physicians, recruit additional physicians as needed, upgrade the facility, and
ultimately build a replacement hospital. This acquisition reflects a commitment
to a strategy of delivering high quality healthcare to non-urban communities."
Province Healthcare is a provider of health care services in attractive
non-urban markets in the United States. The Company now will own or lease 12
general acute care hospitals in eight states with a total of 881 licensed beds
[note: original press release stated "880 licensed beds"]. The Company also
provides management services to 52 primarily non-urban hospitals in 19 states
[note: original press release stated "18 states"] and Puerto Rico with a total
of 3,726 [note: original press release stated "3,714 licensed beds"] licensed
beds.
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105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377
BRENTWOOD, TN 37027 FAX: (615)370-1259
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PROVINCE HEALTHCARE ACQUIRES FLORIDA HOSPITAL 2
Except for historical information contained herein, the statements in
this release are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause the Company's actual results in future periods to
differ materially from forecasted results. Those risks include, among others,
risks associated with general economic and business conditions, the effect of
future governmental regulations, including the recently enacted Balanced Budget
Act of 1997, changes in Medicare and Medicaid reimbursement levels, and the
Company's ability to implement successfully its acquisition and development
strategy and to obtain financing therefor. Those and other risks are described
in the Company's filings with the Securities and Exchange Commission (SEC),
copies of which are available from the SEC or may be obtained upon request from
the Company.
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105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377
BRENTWOOD, TN 37027 FAX: (615)370-1259
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EXHIBIT 99.2
[AS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS]
[PROVINCE HEALTHCARE LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: MERILYN H. HERBERT
VICE PRESIDENT, INVESTOR RELATIONS
(615)370-1377
PROVINCE HEALTHCARE COMPLETES ACQUISITION
OF FLORIDA HOSPITAL
Brentwood, TN, April 15, 1999 - Province Healthcare Company (Nasdaq:
PRHC) announced today that it has completed the acquisition of the 73-bed Glades
General Hospital [note: original press release stated "72-bed"] in Belle Glade,
Florida. The hospital was acquired from the Palm Beach County Healthcare
District.
Province Healthcare is a provider of health care services in attractive
non-urban markets in the United States. The Company owns or leases 12 general
acute care hospitals in eight states with a total of 881 licensed beds [note:
original press release stated "880 licensed beds"]. The Company also provides
management services to 52 primarily non-urban hospitals in 19 states [note:
original press release stated "18 states"] and Puerto Rico with a total of 3,726
[note: original press release stated "3,714 licensed beds"] licensed beds.
# # #
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105 WESTWOOD PLACE, SUITE 400 PHONE: (615)370-1377
BRENTWOOD, TN 37027 FAX: (615)370-1259
