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As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LIFEPOINT HOSPITALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2165845
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 POWELL COURT, SUITE 200
BRENTWOOD, TENNESSEE 37027
(615) 372-8500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES M. FLEETWOOD, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
103 POWELL COURT, SUITE 200
BRENTWOOD, TENNESSEE 37027
(615) 372-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
PAUL D. GILBERT, ESQ.
WALLER LANSDEN DORTCH & DAVIS,
A PROFESSIONAL LIMITED LIABILITY COMPANY
2100 NASHVILLE CITY CENTER
511 UNION STREET
NASHVILLE, TENNESSEE 37219
(615) 244-6380
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering: [ ] _____________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value (2) 340,000 shares $24.20 $8,228,000 $2,173
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(1) Pursuant to Rule 457(c), the proposed maximum aggregate offering price
is estimated solely for the purpose of calculating the registration fee
and is based on the average of the high and low reported sales prices
of the common stock of the registrant on the Nasdaq National Market on
July 26, 2000.
(2) Includes the Series A Preferred Stock purchase rights associated with
the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JULY 31, 2000
[LOGO]
LIFEPOINT HOSPITALS, INC.
340,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF OPTIONS
This prospectus relates to 340,000 shares of LifePoint Hospitals, Inc.
common stock reserved for issuance upon the exercise of options granted to 17
officers of HCA - The Healthcare Company in connection with the spin-off of our
company from HCA on May 11, 1999. The shares covered by this prospectus may be
offered for sale by the selling stockholders from time to time in ordinary
brokerage transactions on the Nasdaq National Market at market prices prevailing
at the time of the sale or in one or more negotiated transactions at prices
acceptable to the respective selling stockholder.
Our common stock is traded on the Nasdaq National Market under the
symbol "LPNT." On July 27, 2000 the last sale price for our common stock as
quoted on the Nasdaq National Market was $24.00 per share.
Investing in our common stock involves risks. For information
concerning factors that should be considered by prospective investors see "Risk
Factors" on page 4.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
The selling security holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
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The date of this prospectus is ____________ __, 2000
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TABLE OF CONTENTS
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ABOUT THE COMPANY..................................................... 3
RISK FACTORS.......................................................... 4
FORWARD-LOOKING STATEMENTS............................................14
USE OF PROCEEDS.......................................................15
SELLING SECURITY HOLDERS..............................................15
PLAN OF DISTRIBUTION..................................................16
LEGAL MATTERS.........................................................17
EXPERTS...............................................................17
WHERE YOU CAN FIND ADDITIONAL INFORMATION.............................17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.....................18
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU OTHER
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
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ABOUT THE COMPANY
We own and operate general, acute care hospitals located in non-urban
areas. As of July 1, 2000, we operated 23 hospitals. In all but one of our
markets, our hospital is the only hospital in the community. Our hospitals are
located in nine states: Alabama, Florida, Georgia, Kansas, Kentucky, Louisiana,
Tennessee, Utah and Wyoming. Approximately half of our facilities are located in
the states of Kentucky and Tennessee. One hospital was held for sale on June 30,
2000 and another was subject to a definitive asset purchase agreement containing
customary conditions to closing.
Our general, acute care hospitals usually provide the range of medical
and surgical services commonly available in hospitals in non-urban markets.
These hospitals also provide diagnostic and emergency services, as well as
outpatient and ancillary services such as outpatient surgery, laboratory,
radiology, respiratory therapy and physical therapy.
In addition to providing capital resources, we make available a variety
of management services to our health care facilities. These services include
ethics and compliance programs, national supply and equipment purchasing and
leasing contracts, accounting, financial and clinical systems, governmental
reimbursement assistance, information systems, legal support, personnel
management and internal audit, access to managed care networks, and resource
management.
On May 11, 1999, our company was spun-off from HCA. As a result of the
spin-off, through the distribution of all outstanding shares of LifePoint common
stock to the stockholders of HCA, our company became an independent, publicly
traded company that owns and operates the healthcare service business which had
previously comprised the America Group of HCA. HCA no longer owns any shares of
LifePoint common stock. Our principal executive office is located at 103 Powell
Court, Suite 200, Brentwood, Tennessee 37027. Our telephone number is (615)
372-8500.
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RISK FACTORS
In evaluating an investment in our common stock, you should carefully
consider the following factors in addition to all other information contained in
this prospectus.
WE HAVE LIMITED OPERATING HISTORY AS AN INDEPENDENT COMPANY AND WE OPERATED AT A
LOSS IN 1999.
Prior to May 11, 1999, we operated as the America Group division of
HCA. Accordingly, we do not have a long operating history as an independent,
publicly-traded company. Prior to our spin-off from HCA, we had historically
relied on HCA for various financial, administrative and managerial expertise
relevant to the conduct of our business. We maintain our own lines of credit and
banking relationships, employ our own senior executives and perform our own
administrative functions, except that HCA continues to provide certain support
services to us on a contractual basis. We did not generate a profit for 1999. We
had net income of $7.7 million for the six months ended June 30, 2000. We cannot
assure you that we will have net profits in the future.
OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO RUN OUR BUSINESS.
We are highly leveraged. At June 30, 2000, our consolidated long-term
debt was approximately $323.1 million. We also may draw upon a $65 million
revolving credit facility of which $35 million is available at June 30, 2000. We
also have the ability to incur additional debt, subject to limitations imposed
by our credit agreement and the indenture governing our outstanding notes. While
we believe that future operating cash flow, together with available financing
arrangements, will be sufficient to fund operating requirements, leverage and
debt service requirements could have important consequences to you, including
the following:
- make us more vulnerable to economic downturns and to adverse changes in
business conditions, such as further limitations on reimbursement under
Medicare and Medicaid programs;
- limit our ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, general corporate
purposes or other purposes;
- require us to dedicate a substantial portion of our cash flow from
operations to the payment of principal and interest on our
indebtedness, reducing the funds available for operations;
- make us vulnerable to increases in interest rates since some of the
borrowings may be at variable rates of interest; and
- require us to pay the indebtedness immediately if we default on any of
the numerous financial and other restrictive covenants, including
restrictions on payments of dividends, incurrences of indebtedness and
sale of assets.
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WE DEPEND SIGNIFICANTLY ON OUR PHYSICIANS AND KEY PERSONNEL, AND LOSS OF THE
SERVICES OF ONE OR MORE OF THESE PHYSICIANS AT ANY GIVEN HOSPITAL OR SENIOR OR
LOCAL MANAGEMENT PERSONNEL WOULD WEAKEN OUR PROFESSIONAL STAFF OR MANAGEMENT
TEAM AND OUR ABILITY TO DELIVER HEALTH CARE SERVICES EFFICIENTLY.
Physicians generally direct the majority of hospital admissions. Our
success, in part, depends upon the number and quality of physicians on our
hospitals' medical staffs, the admissions practices of these physicians and the
maintenance of good relations with these physicians. We generally do not employ
physicians. Only a limited number of physicians practice in the non-urban
communities in which our hospitals are located. Consequently, if we lose
physicians in these communities, fail to recruit and retain physicians in these
communities or fail to maintain good relations with the physicians on our
hospitals' medical staffs, we could have difficulty attracting patients to our
hospitals and therefore lose profitability. The operations of our hospitals
could also be affected by the shortage of nurses and certain other health care
professionals in these communities.
We also depend on the continued services and management experience of
James M. Fleetwood, Jr. and our other executive officers. If Mr. Fleetwood or
any of our other executive officers resign their positions or otherwise are
unable to serve, our management expertise and ability to deliver health care
services efficiently could be weakened. In addition, our success depends on our
ability to attract and retain managers at our hospitals and related facilities,
the ability of our officers and key employees to manage growth successfully and
our ability to attract and retain skilled employees.
A SIGNIFICANT PORTION OF OUR REVENUE IS DEPENDENT ON MEDICARE AND MEDICAID
PAYMENTS, AND POSSIBLE REDUCTIONS IN MEDICARE OR MEDICAID PAYMENTS IN THE FUTURE
OR THE IMPLEMENTATION OF OTHER MEASURES TO REDUCE REIMBURSEMENTS MAY REDUCE OUR
REVENUE.
We derive a significant portion of our revenues from the Medicare and
Medicaid programs, which are highly regulated and subject to frequent and
substantial changes. In recent years, fundamental changes in the Medicare and
Medicaid programs, including the implementation of a prospective payment system
for inpatient services at medical/surgical hospitals, have resulted in
limitations on, and reduced levels of payment and reimbursement for, a
substantial portion of hospital procedures and costs. The Balanced Budget Act,
which establishes a plan to balance the federal budget by fiscal year 2002,
includes significant additional reductions in spending levels for the Medicare
and Medicaid programs, including:
- payment reductions for inpatient and outpatient hospital services;
- establishment of a prospective payment system for hospital outpatient
services, skilled nursing facilities and home health agencies under
Medicare; and
- repeal of the federal payment standard (the so-called "Boren
Amendment") for hospitals and nursing facilities under Medicaid.
A number of states have adopted legislation designed to reduce their
Medicaid expenditures and to provide universal coverage and additional care,
including enrolling
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Medicaid recipients in managed care programs and imposing additional taxes on
hospitals to help finance or expand the states' Medicaid systems. In addition,
private payers increasingly are attempting to control health care costs through
direct contracting with hospitals to provide services on a discounted basis,
increased utilization review and greater enrollment in managed care programs
like health maintenance organizations and preferred provider organizations. We
believe that hospital operating margins have been, and may continue to be, under
significant pressure because of deterioration in pricing flexibility and payer
mix, and growth in operating expenses in excess of the increase in prospective
payments under the Medicare program.
In recent years, an increasing number of legislative proposals have
been introduced or proposed in Congress and in some state legislatures that
would affect major changes in the health care system, either nationally or at
the state level. The following proposals are under consideration or already
enacted:
- price controls on hospitals;
- insurance market reforms to increase the availability of group health
insurance to small businesses, Medicare and Medicaid managed care
programs; and
- requirements that all businesses offer health insurance coverage to
their employees.
While we anticipate that the rate of increase in payments to hospitals
will be reduced as a result of future federal and state legislation, it is
uncertain at this time what legislation on health care reform may ultimately be
enacted or whether other changes in the administration or interpretation of
governmental health care programs will occur. We believe that large additional
reductions in the payments we receive for our services could reduce our overall
revenues.
THE INCREASING NUMBER OF INITIATIVES UNDERTAKEN BY MAJOR PURCHASERS OF HEALTH
CARE MAY REDUCE OUR REVENUE AND PROFITABILITY.
Our hospitals' competitive position is affected by the increasing
number of initiatives undertaken during the past several years by major
purchasers of health care, including federal and state governments, insurance
companies and employers, to revise payment methodologies and monitor health care
expenditures in order to contain health care costs. As a result of these
initiatives, managed care organizations offering prepaid and discounted medical
services packages represent an increasing portion of our hospitals' admissions,
resulting in reduced hospital revenue growth. If we are unable to lower costs
through increased operational efficiencies and the trend toward declining
reimbursements and payments continues, our future revenue and profitability will
be constrained. One managed care organization in Tennessee has been placed in
receivership by the state of Tennessee. We can not assure you that other managed
care organizations with which we have contracts will not encounter similar
difficulties in paying claims in the future.
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OTHER HOSPITALS PROVIDE SIMILAR SERVICES, WHICH MAY RAISE THE LEVEL OF
COMPETITION FACED BY OUR HOSPITALS.
The health care business is highly competitive, and competition among
hospitals and other health care providers for patients has intensified in recent
years. Almost all of our hospitals operate in geographic areas where they are
currently the sole provider of hospital services in their communities. While
these hospitals face less direct competition in their immediate service areas
than would be expected in larger communities, they do face competition from
other hospitals, including larger tertiary care centers. Although these
competing hospitals, in some cases, may be in excess of 30 to 50 miles away,
patients in these markets may migrate to, may be referred by local physicians
to, or may be lured by incentives from managed care plans to travel to distant
hospitals.
WE MAY HAVE DIFFICULTY ACQUIRING HOSPITALS ON FAVORABLE TERMS, AVOIDING UNKNOWN
OR CONTINGENT LIABILITIES OF ACQUIRED HOSPITALS AND, DUE TO REGULATORY SCRUTINY,
ACQUIRING NONPROFIT ENTITIES.
One element of our business strategy is expansion through the
acquisition of acute care hospitals in growing non-urban markets. The
competition to acquire rural hospitals is significant. We cannot assure you
that suitable acquisitions can be accomplished on terms favorable to us, or that
we can obtain financing, if necessary, for such acquisitions. We also may incur
or assume additional indebtedness as a result of the consummation of any
acquisitions. In addition, in order to ensure the tax-free treatment of the
distribution of our stock from HCA, we are limited in the amount of stock we may
issue as consideration for acquisitions.
Acquired businesses may have unknown or contingent liabilities,
including liabilities for failure to comply with health care laws and
regulations. Although we have policies to conform the practices of acquired
facilities to our standards and applicable law, and generally will seek
indemnification from prospective sellers covering these matters, we cannot
assure you that we will not become liable for past activities of acquired
businesses or that any liabilities will not be material.
In recent years, the legislatures and attorneys general of several
states have increased their level of interest in transactions involving the sale
of hospitals by not-for-profit entities. This heightened scrutiny may increase
the cost and difficulty, or prevent the completion, of transactions with
not-for-profit organizations in certain states in the future.
OUR REVENUE IS HEAVILY CONCENTRATED IN KENTUCKY AND TENNESSEE, WHICH MAKES US
PARTICULARLY SENSITIVE TO REGULATORY AND ECONOMIC CHANGES IN THOSE STATES.
Six of our hospitals are located in the Commonwealth of Kentucky, and
six of our hospitals are located in the state of Tennessee. For the year ended
December 31, 1999 and the six months ended June 30, 2000, respectively, 42.7%
and 41.3% of our revenue was generated by our Kentucky hospitals and 22.2% and
22.1% of our revenue was generated by our Tennessee hospitals. Accordingly, any
change in the current demographic, economic, competitive, regulatory, Medicaid
reimbursement rates or legislative conditions in Kentucky or Tennessee could
significantly reduce our operating revenue from the hospitals in these states.
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OUR BUSINESS IS HIGHLY REGULATED. WE MAY BE SUBJECTED TO ALLEGATIONS THAT WE
FAILED TO COMPLY WITH GOVERNMENTAL REGULATION WHICH MAY RESULT IN SANCTIONS THAT
COULD REDUCE OUR REVENUE AND PROFITABILITY.
The health care industry is subject to extensive federal, state and
local laws and regulations relating to, among other things, licensure, conduct
of operations, ownership of facilities, addition of facilities and services,
payment for services, and prices for services. These laws and regulations are
extremely complex and in many instances, the industry does not have the benefit
of significant judicial interpretation. In particular, Medicare and Medicaid
antifraud and abuse amendments, codified under Section 1128B(b) of the Social
Security Act, known as the "anti-kickback statute," prohibit certain business
practices and relationships related to items or services reimbursable under
Medicare, Medicaid and other federal health care programs, including the payment
or receipt of remuneration to induce or arrange for the referral of patients
covered by a federal or state healthcare program. Sanctions for violating the
anti-kickback statute include criminal penalties and civil sanctions, including
civil money penalties and possible exclusion from government programs such as
Medicare and Medicaid. Pursuant to the Medicare and Medicaid Patient and Program
Protection Act of 1987, the Department of Health and Human Services has issued
safe harbor regulations which describe some of the conduct and business
relationships immune from prosecution under the anti-kickback statute. The fact
that a given business arrangement does not fall within a safe harbor does not
render the arrangement illegal. However, business arrangements of health care
service providers that fail to satisfy the applicable safe harbor criteria risk
scrutiny by enforcement authorities. Some of our current business arrangements
do not qualify for a safe harbor.
The Health Insurance Portability and Accountability Act of 1996, which
became effective January 1, 1997, amends, among other things, Title XI (42
U.S.C. ss. 1301 et seq.) to broaden the scope of certain fraud and abuse laws to
include all health care services, whether or not they are reimbursed under a
federal program. These statutes also create new enforcement mechanisms to combat
fraud and abuse, including an incentive program under which individuals can
receive up to $1,000 for providing information on Medicare fraud and abuse that
leads to the recovery of at least $100 of Medicare funds.
We provide financial incentives to recruit physicians into the
communities served by our hospitals, including loans and minimum revenue
guarantees. One of our hospitals has physician investors. We also enter into
employment agreements, independent contractor agreements, leases and other
agreements with physicians. Although we believe that these agreements comply
with applicable law, we cannot assure you that regulatory authorities who
enforce the anti-kickback statute will not determine that any of the
arrangements violate the anti-kickback statute or other federal laws. Such a
determination could subject us to liabilities under the Social Security Act,
including criminal penalties, civil monetary penalties and/or exclusion from
participation in Medicare, Medicaid or other federal health care programs and
impair our ability to operate profitably.
In addition, Section 1877 of the Social Security Act, commonly known as
the "Stark Law," was amended, effective January 1, 1995, to broaden
significantly the scope of prohibited referrals by physicians under the Medicare
and Medicaid programs to providers of designated health services with which such
physicians have ownership or certain other financial arrangements. Certain
exceptions are available for physicians maintaining an
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ownership interest in an entire hospital, employment agreements, leases,
physician recruitment and certain other physician arrangements. Final
implementing regulations have not yet been adopted, and we can not assure you
that our physician arrangements will be found to be in compliance with the Stark
law, as such law ultimately may be interpreted. Many states have adopted or are
considering similar anti-kickback and physician self-referral legislation, some
of which extends beyond the scope of the federal law to prohibit the payment or
receipt of remuneration for the referral of patients and physician
self-referrals regardless of the source of the payment for the care. Both
federal and state government agencies have announced heightened and coordinated
civil and criminal enforcement efforts. In addition, the Office of the Inspector
General of the United States Department of Health and Human Services and the
Department of Justice have from time to time established enforcement initiatives
that focus on specific billing practices or other suspected areas of abuse.
Current initiatives include a focus on hospital billing for outpatient charges
associated with inpatient services, as well as hospital laboratory billing
practices. We are cooperating with the government agencies responsible for such
initiatives where such initiatives involve our hospitals.
We exercise care in structuring our arrangements with physicians and
other referral sources to seek to comply with applicable laws. It is possible,
however, that government officials charged with responsibility for enforcing
such laws could assert that we or certain transactions in which we are involved,
are in violation of such laws. It is also possible that such laws ultimately
could be interpreted by the courts in a manner inconsistent with our
interpretations.
Some states require prior approval for the purchase, construction and
expansion of health care facilities, based upon a state's determination of need
for additional or expanded health care facilities or services. These
determinations, embodied in certificates of need issued by governmental agencies
with jurisdiction over health care facilities, may be required for capital
expenditures exceeding a prescribed amount, changes in bed capacity or services
and certain other matters. Five states in which we currently own hospitals,
Alabama, Florida, Georgia, Kentucky and Tennessee, have enacted CON legislation.
We can not assure you that we will be able to obtain CONs required for expansion
activities in the future. The failure to obtain any required CON could impair
our ability to operate or expand operations in any state.
The laws, rules and regulations described above are complex and subject
to interpretation. In the event of a determination that we are is in violation
of such laws, rules or regulations, or if further changes in the regulatory
framework occur, any such determination or changes could result in monetary or
punitive sanctions or exclusion from governmental programs, either of which
could impair our ability to operate profitability.
WE MAY BE SUBJECT TO LIABILITIES BECAUSE OF LITIGATION AND INVESTIGATIONS
INVOLVING HCA.
HCA is currently the subject of several federal investigations into
certain of its business practices, as well as governmental investigations by
various states. HCA is cooperating in these investigations and understands,
through written notice and other means, that it is a target in these
investigations. Given the breadth of the ongoing investigations, HCA expects
additional subpoenas and other investigative and prosecutorial
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activity to occur in these and other jurisdictions in the future. HCA is the
subject of a formal order of investigation by the Securities and Exchange
Commission. HCA understands that the Commission's investigation includes the
anti-fraud, periodic reporting and internal accounting control provisions of the
federal securities laws. According to published reports, in July 1999, two HCA
employees were found guilty of conspiracy and making false statements on
Medicare, Medicaid and Champus cost reports.
HCA is a defendant in several qui tam actions, or actions under a state
statute brought by private parties on behalf of the United States of America,
which have been unsealed and served on HCA. The actions allege, in general, that
HCA and certain subsidiaries and/or affiliated partnerships violated the False
Claims Act, 31 U.S.C. ss. 3729 et seq., for improper claims submitted to the
government for reimbursement. The lawsuits seek three times the amount of
damages caused to the United States by the submission of any Medicare or
Medicaid false claims presented by the defendants to the federal government,
civil penalties of not less than $5,000 nor more than $10,000 for each such
Medicare or Medicaid claim, attorneys' fees and costs. The government has
intervened in six qui tam actions. HCA is aware of additional qui tam actions
that remain under seal and believes that there may be other sealed qui tam cases
of which it is unaware.
HCA is a defendant in a number of other suits, which allege, in
general, improper and fraudulent billing, overcharging, coding and physician
referrals, as well as other violations of law. Certain of the suits have been
conditionally certified as class actions. Several derivative actions have been
filed in state court by certain purported stockholders of HCA against certain of
its current and former officers and directors alleging breach of fiduciary duty,
and failure to take reasonable steps to ensure that HCA did not engage in
illegal practices thereby exposing it to significant damages.
On May 18, 2000, HCA announced that it had reached an understanding
with the Civil Division of the Department of Justice to recommend an agreement
to settle, subject to certain conditions, the civil claims actions against HCA
relating to diagnosis related group coding, outpatient laboratory billing and
home health issues. The understanding with the Department of Justice would
require HCA to pay $745 million in compensation to the government, with interest
accruing immediately at a fixed rate of 6.5% per annum, and would reduce HCA's
existing letter of credit agreement with the government from $1 billion to $250
million at the time of the payment of the settlement.
We are unable to predict the effect or outcome of any of the ongoing
investigations or qui tam and other actions, or whether any additional
investigations or litigation will be commenced. In connection with the spin-off
of our company from HCA, we entered into a distribution agreement with HCA. The
terms of the distribution agreement provide that HCA will indemnify us for any
losses which they may incur as a result of the proceedings described above, all
of which we believe relate to periods prior to the distribution. HCA has also
agreed to indemnify our company for any losses which we may incur as a result of
proceedings which may be commenced by government authorities or by private
parties in the future that arise from acts, practices or omissions engaged in
prior to the distribution date and relate to the proceedings described above.
HCA has also agreed that, in the event that any hospital owned by our company is
permanently excluded from participation in the Medicare and Medicaid programs as
result of the proceedings described above, then HCA will make a cash payment to
us, in an amount (if positive) equal to five times the excluded hospital's 1998
income from continuing operations before
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depreciation and amortization, interest expense, management fees, impairment of
long-lived assets, minority interests and income taxes, as set forth on a
schedule to the distribution agreement, less the net proceeds of the sale or
other disposition of the excluded hospital. We have agreed with HCA that we will
negotiate one or more compliance agreements with the OIG setting forth our
agreement to comply with applicable laws and regulations. HCA is expected to
enter into its own compliance agreement with the OIG that will become effective
when its settlement is final. If any of these indemnified matters were
successfully asserted against us, or any of our facilities, and HCA failed to
meet its indemnification obligations, then our losses could have a material
adverse effect on our business, financial position, results of operations or
prospects. HCA will not indemnify us for losses relating to any acts, practices
and omissions engaged in by us after the distribution date, whether or not we
are indemnified for similar acts, practices and omissions occurring prior to the
distribution date.
We understand that HCA believes that the ongoing governmental
investigations and related media coverage may have had a negative effect on
HCA's results of operations, which included us for the periods prior to May 11,
1999. The extent to which we may or may not continue to be affected by the
ongoing investigations of HCA, the initiation of additional investigations, if
any, and the related media coverage cannot be predicted. These matters could
have a material adverse effect on our business, financial condition, results of
operations or prospects in future periods.
WE MAY BE SUBJECT TO LIABILITIES BECAUSE OF CLAIMS ARISING FROM HCA AND/OR OUR
OWN HOSPITAL MANAGEMENT ACTIVITIES.
As is typical in the health care industry, we are subject to claims and
legal actions by patients and others in the ordinary course of business.
Substantially all losses in periods prior to the distribution are insured
through a wholly owned insurance subsidiary of HCA and excess loss policies
maintained by HCA. We purchase insurance for our professional and general
liability risks incurred after the distribution, subject to a substantial
deductible, for which a reserve is recorded on our balance sheets. We cannot
assure you that our cash flow will be adequate to provide for professional and
general liability claims in the future. HCA has indemnified us for professional
and general liability claims incurred prior to the distribution.
WE COULD BE LIABLE FOR ADDITIONAL TAXES IF THE INTERNAL REVENUE SERVICES RULES
THAT THE SPIN-OFF OF OUR COMPANY FROM HCA IS TAXABLE.
On March 30, 1999, HCA received a ruling from the IRS concerning the
United States federal income tax consequences of the distribution of LifePoint
common stock. The tax ruling provides that, because the distribution qualifies
under Section 355 of the Internal Revenue Code of 1986, the distribution
generally will be tax-free to HCA and to HCA's stockholders, except for any
cash received instead of fractional shares. The tax ruling is based upon the
accuracy of representations made by HCA as to numerous factual matters and as to
the intention to take, or to refrain from taking, certain future actions. The
inaccuracy of any of those factual representations or the failure to take the
intended actions, or the taking of actions which were represented would not be
taken, could cause the IRS to revoke all or part of the tax ruling
retroactively.
11
<PAGE> 13
If the distribution of our common stock were not to qualify for
tax-free treatment under Section 355 of the Code, then, in general, additional
corporate tax (which would be substantial) would be payable by the consolidated
group of which HCA is the common parent. Under the consolidated return rules,
each member of the consolidated group, including our company, would be jointly
and severally liable for such tax liability. If the distribution did not qualify
for tax-free treatment under Section 355 of the Code, the resulting tax
liability would have a material adverse effect on the business, financial
position, results of operations or prospects of HCA and, possibly, also of our
company.
We entered into a tax sharing and indemnification agreement with HCA
and Triad Hospitals, Inc., a publicly-traded company spun-off from HCA
concurrently with our spin-off, which allocates tax liabilities among HCA, Triad
and our company and addresses certain other tax matters such as responsibility
for filing tax returns, control of and cooperation in tax litigation, and the
tax treatment of the spin-off. Generally, HCA will be responsible for taxes that
are allocable to periods prior to the spin-off date, and HCA, and our company
will each be responsible for its own tax liabilities, including its allocable
share of taxes shown on any consolidated, combined or other tax return filed by
HCA, for periods after the distribution date. The tax sharing and
indemnification agreement prohibits us from taking actions that could jeopardize
the tax treatment of either the distribution or the restructuring that preceded
the distribution, and requires us to indemnify HCA, as well as Triad, for any
taxes or other losses that result from any such actions.
WE DEPEND ON THE DIVIDENDS AND OTHER INTERCOMPANY TRANSFERS OF FUNDS TO MEET OUR
FINANCIAL OBLIGATIONS.
LifePoint is a holding company and holds most of its assets at, and
conducts most of its operations through, direct and indirect subsidiaries. As a
holding company, our results of operations depend on the results of operations
of our subsidiaries. Moreover, we are dependent on dividends and other
intercompany transfers of funds from our subsidiaries to meet our debt service
and other obligations, including payment of principal and interest on our
outstanding senior subordinated notes. The ability of our subsidiaries to pay
dividends or make other payments or advances will depend on their operating
results and will be subject to applicable laws and restrictions contained in
agreements governing indebtedness of such subsidiaries.
The claims of creditors of our subsidiaries, including trade creditors,
will generally have priority as to the assets of our subsidiaries over the
claims of our creditors, including the holders of the senior notes. As of June
30, 2000, the aggregate amount of indebtedness and other obligations of our
subsidiaries, including trade payables and lease obligations, was approximately
$333.3 million, including the guarantees of the senior notes.
WE HAVE NEVER PAID A DIVIDEND ON OUR COMMON SHARES AND HAVE NO CURRENT PLANS TO
DO SO.
During our existence, we have never paid a cash dividend, and we do not
anticipate paying any cash dividends in the foreseeable future. Our senior
credit facility also restricts the payment of cash dividends. If we incur any
future indebtedness to refinance our existing
12
<PAGE> 14
indebtedness or to fund our future growth, our ability to pay dividends may be
further restricted by the terms of such indebtedness.
OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
The trading price of our common stock has been and may continue to be
subject to wide fluctuations. Our stock price may fluctuate in response to a
number of events and factors, including:
- quarterly variations in operating results;
- changes in financial estimates and recommendations by securities
analysts;
- the operating and stock price performance of other companies that
investors may deem comparable; and
- news reports relating to trends in our markets.
The majority of this volatility, however, is attributable to the current state
of the stock market, in which wide price swings are common. These broad market
and industry fluctuations may adversely affect the price of our common stock,
regardless of our operating performance.
13
<PAGE> 15
FORWARD-LOOKING STATEMENTS
This prospectus and other materials we have filed or may file with the
Securities and Exchange Commission, as well as information included in oral
statements or other written statements made, or to be made, by us, contain, or
will contain, disclosures which are "forward-looking statements."
Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as
"may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan"
or "continue." These forward-looking statements address, among other things,
strategic objectives and the anticipated effects of the sale of our common
stock. These forward-looking statements are based on the current plans and
expectations of our management and are subject to a number of uncertainties and
risks that could significantly affect our current plans and expectations and
future financial condition and results. These factors include, but are not
limited to:
- our limited operating history;
- our substantial leverage;
- the concentration of our revenue in Kentucky and Tennessee;
- our structure as a holding company;
- the highly competitive nature of the health care business;
- the efforts of insurers, health care providers and others to
contain health care costs;
- possible changes in the Medicare program that may further limit
reimbursements to health care providers and insurers;
- changes in federal, state or local regulation affecting the health
care industry;
- the possible enactment of federal or state health care reform;
- the ability to attract and retain qualified management and
personnel, including physicians;
- liabilities and other claims asserted against LifePoint, including
without limitation, liabilities for which LifePoint may be
indemnified by HCA;
- limitations placed on us by the tax ruling received in connection
with the distribution, which limitations could restrict our ability
to raise capital and implement our acquisition plans, among other
things;
- fluctuations in the market value of our common stock;
- changes in accounting practices;
- changes in general economic conditions; and
- other risk factors described in this prospectus.
As a consequence, current plans, anticipated actions and future
financial conditions and results may differ from those expressed in any
forward-looking statements made by or on behalf of our company. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. You are cautioned
not to unduly rely on such forward-looking statements when evaluating the
information presented herein.
14
<PAGE> 16
USE OF PROCEEDS
We will not receive any proceeds from this offering.
SELLING SECURITY HOLDERS
The selling security holders consist of 17 officers of HCA who received
options to purchase an aggregate of 340,000 shares of our common stock reserved
for issuance in connection with the spin-off of our company from HCA on May 11,
1999.
We are registering all 340,000 shares covered by this prospectus on
behalf of the selling security holders named in the table below. We have
registered the shares to permit the selling stockholders and their pledges,
donees, transferees or other successors-in-interest that receive their shares
from selling security holders as a gift, partnership distribution or another
non-sale related transfer after the date of this prospectus to resell the shares
when they deem appropriate. We refer to all of these possible sellers as selling
security holders in this prospectus.
The following table sets forth information regarding the beneficial
ownership of the common stock by the selling security holders as of July 31,
2000. None of the selling security holders beneficially own greater than 5% of
our outstanding common stock.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
SHARES OWNED AFTER
BENEFICIALLY MAXIMUM NUMBER COMPLETION OF THE
OWNED PRIOR TO OF SHARES BEING OFFERING
NAME(1) OFFERING(2) OFFERED(3) NUMBER(4)
------- ----------- ---------- ---------
<S> <C> <C> <C>
David G. Anderson 17,440 15,000 2,440
Jack O. Bovender, Jr 51,055 50,000 1,055
Richard M. Bracken 30,648 25,000 5,648
Victor L. Campbell 42,825 25,000 17,825
Roslyn S. Elton 17,682 15,000 2,682
James A. Fitzgerald 17,734 15,000 2,734
V. Carl George 17,752 15,000 2,752
Jay Grinney 30,244 25,000 5,244
R. Lee Grubbs 10,428 10,000 428
R. Milton Johnson 22,152 20,000 2,152
Patricia T. Lindler 10,015 10,000 15
A. Bruce Moore, Jr 24,918 20,000 4,918
Philip R. Patton 15,030 15,000 30
Joseph N. Steakley 15,657 15,000 657
Robert Waterman 25,540 25,000 540
Noel B. Williams 25,289 25,000 289
Alan R. Yuspeh 15,125 15,000 125
</TABLE>
---------------
15
<PAGE> 17
(1) The address of each selling security holder is c/o HCA, One Park Plaza,
Nashville, Tennessee 37203. Prior to the spin-off, our business comprised the
America Group of HCA. Each of the selling security holders is, and was at the
time of our spin-off, an officer of HCA.
(2) Includes any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the right
to acquire within 60 days of the date of this prospectus through the exercise of
any stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares shown as beneficially owned.
(3) These securities consist of shares of common stock, issuable by LifePoint
upon exercise of the 340,000 options granted to the selling security holders.
The options are currently exercisable at an exercise price of $10.8125 per share
and expire on June 7, 2009.
(4) In each case represents less than 1% of the class.
PLAN OF DISTRIBUTION
We do not know how the selling security holders will sell the shares.
They may sell the shares from time to time in any of several ways and in any of
several marketplaces, including:
- Through private negotiations directly with purchasers;
- Through agreements with underwriters, dealers or brokers for their
own accounts;
- Through agreements with underwriters or dealers for resale;
- In block trades with brokers or dealers who will attempt to sell
the shares as agent but may resell a portion of the block as
principal to facilitate the transaction; or
- In brokers' transactions on the Nasdaq National Market, subject to
its rules.
We do not know at what prices the selling security holders may sell the
shares after exercise of the options. They may sell the shares at market prices
prevailing at the time of the sale, at prices related to the prevailing market
prices, or at negotiated prices. They may pay usual and customary or
specifically negotiated fees, discounts or commissions in connection with these
sales. We will not pay any of those fees, discounts or commissions.
Because selling security holders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, they will be
subject to the prospectus delivery requirements of the Securities Act.
16
<PAGE> 18
We will bear the expense of preparation and filing of the registration
statement of which this prospectus is a part. The aggregate amount of all these
expenses is expected to be approximately $20,000.
We have agreed to maintain the effectiveness of the registration
statement until the selling security holders have exercised all of their options
and the shares received upon exercise have been sold or may be sold without
registration in accordance with an exemption under the securities laws.
See "Selling Security Holders" for information concerning the
beneficial ownership of LifePoint common stock by the selling security holders.
LEGAL MATTERS
The legality of the common stock offered will be passed upon for us by
Waller Lansden Dortch & Davis, A Professional Limited Liability Company,
Nashville, Tennessee.
EXPERTS
Ernst & Young LLP, independent auditors, has audited our consolidated
financial statements at December 31, 1998 and 1999, and for each of the three
years in the period ended December 31, 1999 as set forth in its reports, which
are incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated by reference
in reliance on the reports of Ernst & Young and given on its authority as an
expert in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. Our SEC filings are also available over the
Internet at the SEC's website at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for more information on the public reference rooms and their copy charges.
Reports and other information concerning us can also be inspected at the offices
of Nasdaq, 33 Whitehall Street, New York, New York 10004-2193.
We have filed a registration statement on Form S-3 with the SEC
covering the common stock. For further information on LifePoint and the
securities we are offering in this prospectus, you should refer to our
registration statement, its exhibits and the documents incorporated by reference
therein. This prospectus summarizes material provisions of contracts and other
documents that we refer you to. Since this prospectus may not contain all the
information that you may find important, you should review the full text of
those documents.
You should rely only on the information contained and incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should
17
<PAGE> 19
not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus, as well as information we
previously filed with the SEC and incorporated by reference, is accurate only as
of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to
those documents; and
- information that we file with the SEC will automatically update and
supercede this prospectus.
We incorporate by reference the documents listed below which we filed
with the SEC under the Securities Exchange Act of 1934:
- our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000;
- our Current Reports on Form 8-K, filed on May 31, 2000, June 9,
2000 and June 28, 2000; and
- the description of our common stock contained in our registration
statement on Form 10, dated December 11, 1998, as amended.
You may request a copy of these filings, at not cost, by writing or
telephoning our Corporate Secretary at the following address:
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
Attention: Corporate Secretary
(615) 372-8500
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus but before all the
common stock offered by this prospectus has been sold:
- reports filed under Sections 13(a) and (c) of the Securities
Exchange Act of 1934;
18
<PAGE> 20
- definitive proxy or information statements filed under Section 14
of the Securities Exchange Act of 1934 in connection with any
subsequent stockholders' meeting; and
- any reports filed under Section 15(d) of the Securities Exchange
Act of 1934.
Such documents will become a part of this prospectus from the date such
document is filed.
Any statement contained in this prospectus or in a document
incorporated by reference are modified or superseded for purposes of this
prospectus to the extent that a statement contained in any such document
modifies or supersedes such statement. Any such statement so modified or
superseded shall be deemed, as so modified or superseded, to constitute a part
of this prospectus.
19
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 2,173
Printing services ................................. 1,000
Accounting services ............................... 1,000
Legal services .................................... 15,000
Miscellaneous ..................................... 1,000
-------
Total .................................... $20,173
=======
</TABLE>
All expenses, other than the Commission registration fee, are estimated.
LifePoint Hospitals, Inc. has agreed to bear all expenses (other than
underwriting discounts and selling commissions, and fees and expenses of counsel
and other advisors to the selling stockholders) in connection with the
registration and sale of the shares of common stock being offered by the selling
stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our certificate of incorporation limits the liability of directors to
the fullest extent permitted by Delaware law. Delaware law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability for:
- breach of the director's duty of loyalty;
- acts or omissions not in good faith, intentional misconduct or a
knowing violation of the law;
- the unlawful payment of a dividend or unlawful stock purchase or
redemption; and
- any transaction from which the director derives an improper
personal benefit.
This provision, however, has no effect on the availability of equitable remedies
such as an injunction or rescission. Additionally, this provision will not limit
liability under state or federal securities laws.
The certificate of incorporation also provides that we shall indemnify
our officers and directors to the fullest extent permitted by such law. We
believe that these provisions will assist us in attracting and retaining
qualified individuals to serve as directors.
The directors and officers of LifePoint are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities.
II-1
<PAGE> 22
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Distribution Agreement dated May 11, 1999 by and among HCA,
LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (a)
4.1 Rights Agreement dated as of May 11, 1999 between the
Registrant and National City Bank as Rights Agent (a)
5.1 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibit 5.1)
</TABLE>
------------------
(a) Incorporated by reference to exhibits to the registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999, File No. 0-29818.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission under Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration
II-2
<PAGE> 23
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report under
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant under the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brentwood, State of Tennessee, on July 31, 2000.
LIFEPOINT HOSPITALS, INC.
By: /s/ James M. Fleetwood, Jr.
----------------------------------------
James M. Fleetwood, Jr.
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below on this registration statement hereby constitutes and appoints James M.
Fleetwood, Jr. and Kenneth C. Donahey, or either of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to this registration
statement (including post-effective amendments and amendments thereto) and any
registration statement relating to the same offering as this registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing, ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ James M. Fleetwood, Jr. Chairman, President and Chief July 31, 2000
------------------------------------------- Executive Officer
James M. Fleetwood, Jr. (Principal Executive Officer)
/s/ Kenneth C. Donahey Senior Vice President and Chief July 31, 2000
------------------------------------------- Financial Officer (Principal
Kenneth C. Donahey Financial and Accounting Officer)
/s/ Rick Tigert Helfer Director July 31, 2000
-------------------------------------------
Rick Tigert Helfer
/s/ John E. Maupin, Jr., D.D.S. Director July 31, 2000
-------------------------------------------
John E. Maupin, Jr., D.D.S.
/s/ DeWitt Ezell, Jr. Director July 31, 2000
-------------------------------------------
DeWitt Ezell, Jr.
/s/ William V. Lapham Director July 31, 2000
-------------------------------------------
William V. Lapham
/s/ Richard H. Evans Director July 31, 2000
-------------------------------------------
Richard H. Evans
</TABLE>
II-4
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Distribution Agreement dated May 11, 1999 by and among HCA,
LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (a)
4.1 Rights Agreement dated as of May 11, 1999 between the
Registrant and National City Bank as Rights Agent (a)
5.1 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Limited Liability
Company (included in Exhibit 5.1).
</TABLE>
------------------
(a) Incorporated by reference to exhibits to the registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999, File No. 0-29818.
II-5
