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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) - October 18, 2000
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TRIAD HOSPITALS, INC.
TRIAD HOSPITALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29816 75-2816101
333-84743 51-0389776
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
13455 Noel Road, Suite 2000 75240
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 789-2700
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On October 19, 2000, Triad Hospitals, Inc. ("Triad") and Quorum Health
Group, Inc. ("Quorum") announced that they had entered into an Agreement and
Plan of Merger dated October 18, 2000 (the "Merger Agreement"), pursuant to
which Quorum will merge with and into Triad, at which time the separate
corporate existence of Quorum will cease and Triad will continue in existence
(the "Merger"). As a result of the Merger and subject to the terms of the Merger
Agreement, each outstanding share of common stock, par value $.01 per share, of
Quorum ("Quorum Common Stock") will be converted into the right to receive (i)
0.4107 shares of common stock, par value $.01 per share, of Triad and (ii) $3.50
in cash.
In connection with the Merger Agreement, Triad entered into a Voting
Agreement, dated as of October 18, 2000 (the "Voting Agreement"), with Welsh,
Carson, Anderson & Stowe VIII, L.P. (the "Principal Stockholder"). The Voting
Agreement relates to approximately 6,840,000 shares of Quorum Common Stock (such
shares of Quorum Common Stock, together with the 6% Convertible Subordinated
Debentures held by the Principal Stockholder and the 12,698,413 shares of Quorum
Common Stock issuable upon conversion of the 6% Convertible Subordinated
Debentures, the "Subject Shares"). Pursuant to the Voting Agreement, the
Principal Stockholder has agreed to vote all of the Subject Shares (other than
the 6% Convertible Subordinated Debentures which may not be voted prior to
conversion) and any additional shares of Quorum Common Stock acquired
thereafter, for approval and adoption by Quorum of the Merger Agreement, for
approval of the other transactions contemplated by the Merger Agreement and
against any other merger, merger agreement or similar transaction.
The Board of Directors of Triad has unanimously approved the Merger. The
consummation of the transactions contemplated by the Merger Agreement is subject
to certain customary conditions, including approval by the stockholders of each
of Quorum and Triad and receipt of all necessary regulatory approvals. The
transaction is also conditioned upon Triad's receipt of a private letter ruling
from the Internal Revenue Service that the transaction will not alter the tax-
free nature of the spin-off of Triad and Lifepoint Hospitals from HCA--The
Healthcare Company in May 1999 and is conditioned upon the receipt of necessary
financing. Immediately prior to the Merger, Triad Hospitals Holdings, Inc. will
be merged with and into Triad with Triad surviving such merger. Triad Hospitals
Holdings, Inc. has received a credit facilities commitment letter from an
affiliate of Merrill Lynch & Co. to provide debt financing for the Merger,
certain related costs and other purposes. The Merger is expected to be completed
in the first half of 2001. A copy of each of the Merger Agreement, the Voting
Agreement, the Credit Facilities Commitment Letter and the Press Release of
Triad dated October 19, 2000, issued in connection with approval and execution
of the Merger Agreement is filed as an Exhibit hereto and is incorporated herein
by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of October 18, 2000,
by and between Quorum Health Group, Inc. and Triad Hospitals,
Inc.
10.1 Voting Agreement dated as of October 18, 2000, by and between
Triad Hospitals, Inc. and Welsh, Carson, Anderson & Stowe VIII,
L.P.
10.2 Credit Facilities Commitment Letter from Merrill Lynch Capital
Corporation to Triad Hospitals Holdings, Inc., dated October
18, 2000
99.1 Joint Press Release of Triad Hospitals, Inc. and Quorum Health
Group, Inc. dated October 19, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Triad
Hospitals, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIAD HOSPITALS, INC.
By: /s/ Donald P. Fay
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Donald P. Fay
Executive Vice President and
General Counsel
Date: October 20, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 18, 2000 by and
between Quorum Health Group, Inc. and Triad Hospitals, Inc.
10.1 Voting Agreement dated as of October 18, 2000, by and between
Triad Hospitals, Inc. and Welsh, Carson, Anderson & Stowe VIII,
L.P.
10.2 Credit Facilities Commitment Letter from Merrill Lynch Capital
Corporation to Triad Hospitals Holdings, Inc., dated October 18,
2000.
99.1 Joint Press Release of Triad Hospitals, Inc. and Quorum Health
Group, Inc. dated October 19, 2000.
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