<PAGE>
FILED PURSUANT TO RULE 424(B)(3) AND RULE 424(C)
REGISTRATION NO. 333-84743
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus Dated October 26, 1999)
----------------------------------
PROSPECTUS SUPPLEMENT NO. 2
----------------------------------
Triad Hospitals Holdings, Inc.
----------------
This prospectus supplement relates to the offer to exchange the 11% Series B
Senior Subordinated Notes due 2009 of Triad Hospitals Holdings, Inc. (the
"Company") which have been registered under the Securities Act for any and all
outstanding 11% Senior Subordinated Notes due 2009, as described in the
prospectus dated October 26, 1999.
This prospectus supplement includes the Company's Current Report on Form 8-
K, dated November 22, 1999 filed by the Company with the Securities and
Exchange Commission.
This prospectus supplement should be read in conjunction with the prospectus
dated October 26, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined herein in this
prospectus supplement have the meanings given them in the prospectus.
----------------
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 the prospectus or this prospectus supplement. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 23, 1999
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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)--November 22, 1999
----------------
TRIAD HOSPITALS, INC.
TRIAD HOSPITALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
0-29816 75-2816101
DELAWARE 333-84743 51-0389776
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
</TABLE>
13455 Noel Road, 20th Floor
Dallas, Texas 75240
(Address of principal executive offices)
(972) 789-2700
(Registrant's telephone number, including area code)
----------------
Not applicable
(Former name or address, if changed since last report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 4. Change in Registrant's Certifying Accountant.
Triad Hospitals, Inc. (the "Company") and Triad Hospitals Holdings, Inc., a
wholly owned subsidiary of the Company are filing this report on Form 8-K to
report a change in certifying accountants with the firm of Ernst & Young LLP
being replaced by PricewaterhouseCoopers LLP effective as of November 22, 1999.
(a) The following sets forth the information required by item 304(a)(1) of
Regulation S-K:
(i) Effective as of November 22, 1999, the Company and Ernst & Young LLP
agreed to the resignation of Ernst & Young LLP as the Company's principal
accountant.
(ii) Ernst & Young LLP reports on the financial statements for the past
two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
(iii) The decision to change accountants was approved by the Company's
Board of Directors and the Audit and Compliance Committee of the Board of
Directors.
(iv) For the Company's two most recent fiscal years and subsequent
interim periods preceding such resignation, there were no disagreements
with Ernst & Young LLP on any matter of accounting or practices, financial
statement disclosure or auditing scope or procedure.
(v) For the Company's two most recent fiscal years and subsequent
interim periods, there have occurred none of the "reportable events" listed
in Item 304(a)(1)(v)(A-D) of Regulation S-K.
(b) The Company has requested and received from Ernst & Young LLP the letter
required by Item 304(a)(3) of Regulation S-K. Such letter is filed as Exhibit
16.1 to this report, and states that Ernst & Young LLP agrees with the
statements described therein made by the Company in this report in response to
Item 304(a)(1) of Regulation S-K.
(c) The following sets forth the information required by Item 304(a)(2) of
Regulation S-K:
The Company has retained PricewaterhouseCoopers LLP as its principal
accountant effective as of November 22, 1999. The decision to retain
PricewaterhouseCoopers LLP was approved by the Company's Board of Directors and
the Audit and Compliance Committee of the Board of Directors.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16.1 Letter regarding Change in Certifying Accountant.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TRIAD HOSPITALS, INC.
/s/ Burke W. Whitman
By:
-----------------------------------
Name:Burke W. Whitman
Title:Executive Vice President,
Chief Financial Officer and
Treasurer
Date: November 22, 1999
TRIAD HOSPITALS HOLDINGS, INC.
/s/ Burke W. Whitman
By:
-----------------------------------
Name:Burke W. Whitman
Title:Executive Vice President,
Chief Financial Officer and
Treasurer
Date: November 22, 1999
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
16.1 Letter regarding Change in Certifying Accountant.
</TABLE>
4
<PAGE>
EXHIBIT 16.1
[ERNST & YOUNG LLP LETTERHEAD]
November 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 22, 1999 of Triad Hospitals,
Inc. (Triad Hospitals Holdings, Inc.) and are in agreement with the statements
contained in paragraphs a(i), (ii), (iv), (v) and b on page 2 therein. We have
no basis to agree or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
Dallas, Texas
