UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
Triad Hospitals, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
89579K 10 9
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(CUSIP Number)
June 10, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 89579K 10 9 13G Page 2 of 5 Pages
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1. Name of Reporting Person Triad Hospitals, Inc. Employee Stock
S.S. or I.R.S. Identifica- Ownership Trust
tion No. of Above Person
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2. Check the Appropriate Box (a)
if a Member of a Group (b)
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3. S.E.C. Use Only
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4. Citizenship or Place of Not applicable
Organization
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Number of Shares (5) Sole Voting Power
Beneficially 3,000,000
Owned by Each --------------------------------------------------------------
Reporting Person (6) Shared Voting
With Power 0
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(7) Sole Dispositive Power
3,000,000
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(8) Shared Dispositive
Power 0
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,000,000
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10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented
by Amount in Row 9 8.8%
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12. Type of Reporting Person EP
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<PAGE>
ITEM 1
(a) Name of Issuer
Triad Hospitals, Inc.
(b) Address of Issuer's Principal Executive Offices
13455 Noel Road, 20th Floor
Dallas, Texas 75240
ITEM 2
(a) Name of Persons Filing
Triad Hospitals, Inc. Employee Stock Ownership Trust
(b) Address of Principal Business Office or, if none, residence
c/o U.S. Trust Company, National Association
1300 Eye Street, N.W.
Suite 280 East
Washington, D.C. 20005-3314
(c) Citizenship
Not applicable
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
89579K 10 9
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3 (a) (6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as fined in section 3(a) (19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)
(1) (ii) (E);
(f) [X] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b) (1) (ii) (F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b) (1) (ii) (G);
<PAGE>
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c) (14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-l(b) (1) (ii) (J).
ITEM 4 Ownership
(a) Amount Beneficially Owned:
3,000,000 shares
(b) Percent of Class:
8.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,000,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
3,000,000
(iv) Shared power to dispose or to direct the
disposition of:
0
ITEM 5 Ownership of Five Percent or Less of a Class
Not applicable.
ITEM 6 Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
ITEM 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable.
ITEM 8 Identification and Classification of Members of the Group
Not applicable.
<PAGE>
ITEM 9 Notice of Dissolution of Group
Not applicable.
ITEM 10 Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 1, 1999
Triad Hospitals, Inc. Employee Stock Ownership Trust
By: U.S. Trust Company, National Association, not in its
individual or corporate capacity, but solely as
Trustee of the Triad Hospitals, Inc. Employee Stock
Ownership Trust
By: /s/ Michael E. Shea
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Name: Michael E. Shea
Title: Vice President
