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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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COMMUNITY HEALTH SYSTEMS, INC.
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(NAME OF SUBJECT COMPANY)
FLCH HOLDINGS CORP.
FLCH ACQUISITION CORP.
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(INCLUDING THE ASSOCIATED RIGHTS)
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(TITLE OF CLASS OF SECURITIES)
203666 10 2
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(CUSIP NUMBER OF COMMON STOCK)
FLCH ACQUISITION CORP.
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 355-5656
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY:
STEPHEN FRAIDIN, P.C.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1980
(212) 859-8000
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Page 1 of 9 Pages
The Index to Exhibits is Located on Page 5.
<PAGE>
This Amendment No. 3 supplements and amends the Tender Offer
Statement on Schedule 14D-1, as amended to date (the
"Schedule 14D-1"), relating to a tender offer by FLCH Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
FLCH Holdings Corp., a Delaware corporation, to purchase all
outstanding shares of Common Stock, par value $.01 per share,
including the associated preferred share purchase rights, of
Community Health Systems, Inc., a Delaware corporation.
Item 7. Contracts, Arrangements,
Understandings or Relationships with Respect to the
Subject Company's Securities.
Item 7 of the Schedule 14D-1 is hereby amended as follows:
The first sentence of the seventh paragraph under the
heading "Introduction" of the Offer to Purchase is amended in its
entirety to read as follows:
"The Offer is being made pursuant to the Agreement and
Plan of Merger, dated as of June 9, 1996, as amended by an
amendment thereto, dated as of July 9, 1996 (the
"Amendment") (as amended, the "Merger Agreement"), among
Parent, the Purchaser and the Company, pursuant to which, as
promptly as practicable following the later of the
consummation of the Offer and the satisfaction or waiver of
certain conditions, the Purchaser will be merged with and
into the Company."
The following information is hereby added after the end of
the penultimate paragraph under the heading "Introduction" of the
Offer to Purchase:
"On June 26, 1996, Parent, the Purchaser and the
Company entered into a letter agreement with respect to the
Debenture Offer, whereby (a) the Company agreed to make the
early consent payment with respect to the Debenture Offer
and (b) the Purchaser agreed to reimburse the Company for
such payment under certain circumstances, if the Merger
Agreement is terminated.
On June 27, 1996, the Company issued a press release
announcing the execution of a supplemental indenture,
containing the proposed amendments, in connection with the
Debenture Offer."
The information contained under the caption "Treatment of
Stock Options" under Section 12 "Purpose of the Offer and the
Merger; Plans for the Company; The Merger Agreement and the
Rights Agreement" of the Offer to Purchase is amended to read in
its entirety as follows:
"The Merger Agreement provides that all options
(individually, an "Option" and collectively, the "Options")
outstanding under any Company stock option plan (the "Stock
Option Plans"), whether or not then exercisable, shall be
cancelled immediately prior to the Effective Time or, at the
request of the Purchaser, prior to the expiration of the
Offer and each holder of an Option will be entitled to
receive, for each Share subject to an Option, an amount in
cash equal to the excess, if any, of the Merger
Consideration over the per Share exercise price of such
Option, without interest (the "Option Consideration"). The
Merger Agreement also provides that the Option Consideration
shall be paid by the Surviving Corporation at the
2
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Effective Time or, at the request of the Purchaser, by the
Company immediately prior to the expiration of the Offer."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by adding the following:
(a)(10) Press Release issued by the Company on June 27,
1996.
(c)(2) Amendment, dated as of July 9, 1996, to Agreement
and Plan of Merger, dated as of June 9, 1996, among Parent, the
Purchaser and the Company.
(c)(3) Letter Agreement, dated June 26, 1996, by and
among Parent, the Purchaser and the Company.
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<PAGE>
SIGNATURE
After due 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.
Dated: July 9, 1996
FLCH ACQUISITION CORP.
By: /s/ Thomas H. Lister
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Name: Thomas H. Lister
Title: Vice President
FLCH HOLDINGS CORP.
By: /s/ Thomas H. Lister
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Name: Thomas H. Lister
Title: Vice President
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
By: FLC XXX PARTNERSHIP,
its general partner
By: /s/ Sandra J. Horbach
-----------------------
Name: Sandra J. Horbach
Title: General Partner
FORSTMANN LITTLE & CO.
SUBORDINATED DEBT AND EQUITY
MANAGEMENT BUYOUT PARTNERSHIP-
VI, L.P.
By: FLC XXIX PARTNERSHIP,
its general partner
By: /s/ Sandra J. Horbach
-------------------------
Name: Sandra J. Horbach
Title: General Partner
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NO.
(a)(1) Offer to Purchase, dated June 11, 1996. *
(a)(2) Letter of Transmittal. *
(a)(3) Letter from Lehman Brothers Inc., as Dealer *
Manager, to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(4) Letter from Brokers, Dealers, Commercial Banks, *
Trust Companies and Other Nominees to Clients.
(a)(5) Notice of Guaranteed Delivery. *
(a)(6) Guidelines for Certification of Taxpayer *
Identification Number on Substitute Form W-9.
(a)(7) Summary Announcement, dated June 11, 1996. *
(a)(8) Press Release issued by Parent on June 10, 1996. *
(a)(9) Press Release issued by Parent on June 11, 1996. *
(a)(10) Press Release issued by the Company on June 27, 6
1996.
(b) Commitment Letter, dated June 9, 1996 and *
Related Fee Letter, dated as of June 9, 1996,
from Chemical Bank and Chase Securities, Inc.
(c) Agreement and Plan of Merger, dated as of June *
9, 1996, among Parent, the Purchaser and the
Company.
(c)(2) Amendment, dated as of July 9, 1996, to 7
Agreement and Plan of Merger, dated as of June
9, 1996, among Parent, the Purchaser and the
Company.
(c)(3) Letter Agreement, dated June 26, 1996, by and 8
among Parent, the Purchaser and the Company.
(d) None. _
(e) Not applicable. _
(f) None. _
* Filed previously.
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EXHIBIT (a)(10)
COMMUNITY HEALTH GETS APPROVAL TO AMEND TERMS OF 10.25% DEBT
COMMUNITY HEALTH SYSTEMS ANNOUNCES EXECUTION OF SUPPLEMENTAL
INDENTURE IN CONNECTION WITH ITS 10-1/4% SENIOR SUBORDINATED,
DEBENTURES
BRENTWOOD, TENNESSEE -- Community Health Systems, Inc.
announced today that as of 5:00 p.m., New York City time, on June
25, 1996, valid consents in respect of $89,753,000 aggregate
principal amount of outstanding Debentures had been received by
the depositary (and not thereafter revoked) in connection with
the Company's offer to purchase for cash all of its outstanding
10-1/4% Senior Subordinated Debentures due 2003 and the
solicitation of Senior Subordinated Debentures due 2003 and the
solicitation of consents to certain proposed amendments to the
Indenture, dated as of August 11, 1993, relating to the
Debentures. A supplemental indenture containing the proposed
amendments was executed by the Company and the indenture trustee
on June 25, 1996. The proposed amendments, however, will not
become operative unless and until the Debentures are accepted for
purchase by the Company, which is expected to occur promptly
after the expiration of the offer.
Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement dated June 11, 1996 (the "Offer to
Purchase"), the Early Consent Payment (as defined in the Offer to
Purchase), the Early Consent Payment (as defined in the Offer to
Purchase) is being paid by the depositary, on behalf of the
Company, to each registered holder of Debentures as of the record
date for the offer who validly consented to the proposed
amendments on or before June 25, 1996.
The offer commenced on June 11, 1996 and is scheduled to
expire at 12:00 p.m., midnight, New York City time, on July 9,
1996, unless extended. The offer is being made, and the consents
are being solicited in connection with the acquisition of the
Company by an affiliate of Forstmann Little & Co.
Debenture holders may obtain information relating to the
offer by contacting either Lehman Brothers, the dealer manager in
connection with the offer, at (800) 438-3242, or Georgeson &
Company Inc., the information agent in connection with the offer,
at (800) 223-2064.
Contact:
Arthur B. Crozier
Georgeson & Company Inc.
212-440-9861
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EXHIBIT (c)(2)
AMENDMENT
Each of the parties to the Agreement and Plan of Merger,
dated as of June 9, 1996 (the "Merger Agreement") among Community
Health Systems, Inc. (the "Company"), FLCH Holdings Corp.
("Purchaser") and FLCH Acquisition Corp. ("Merger Sub") hereby
agrees to the following amendment to the Merger Agreement
effective as of the date hereof:
Section 5.2(d) shall be amended by deleting the first
two sentences of such paragraph and inserting in lieu
thereof:
"All options (individually, an "Option" and
collectively, the "Options") outstanding under any Company
stock option plan (the "Stock Options Plans"), whether or
not then exercisable, shall be canceled immediately prior to
the Effective Time or, at the request of Purchaser, prior to
the expiration of the Offer and each holder of an Option
will be entitled to receive, for each share of Common Stock
subject to an Option, an amount in cash equal to the excess,
if any, of the Merger Consideration over the per share
exercise price of such Option, without interest (the "Option
Consideration"). Payment of the Option Consideration
pursuant to this Section 5.2(d) shall be made by the
Surviving Corporation at the Effective Time or, at the
request of Purchaser, by the Company prior to the expiration
of the Offer."
Dated: July 9, 1996
COMMUNITY HEALTH SYSTEMS, INC.
By: /s/ Kay W. Sladen
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Name: Kay W. Sladen
Title: Chairman of the
Special Committee
FLCH HOLDINGS CORP.
By: /s/ Thomas Lister
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Name: Thomas Lister
Title: Vice President
FLCH ACQUISITION CORP.
By: /s/ Thomas Lister
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Name: Thomas Lister
Title: Vice President
7
EXHIBIT (c)(3)
FLCH HOLDINGS CORP.
FLCH ACQUISITION CORP.
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
June 26, 1996
Community Health Systems, Inc.
155 Franklin Road
Suite 400
Brentwood, TN 37027-4600
Attention: Chairman of the Board and
Chairman of the Special Committee
Re: Agreement and Plan of Merger, dated as of
June 9, 1996 (the "Agreement"), between
FLCH Holdings Corp. ("Purchaser"), FLCH
Acquisition Corp. and Community Health
Systems, Inc. (the "Company")
------------------------------------------
Gentlemen:
This will confirm our agreement as follows: (i) the Company
will make the Early Consent Payment referred to in the Company's
Offer to Purchase and Consent Solicitation Statement, dated
June 11, 1996, with respect of the Debenture Offer (as defined in
the Agreement), and (ii) the Purchaser will reimburse the Company
for such payment if the Merger Agreement is terminated, unless
such termination occurs under the circumstances described in
Section 11.5(b)(2) of the Merger Agreement, in which event such
reimbursement shall not be made except to the extent that such
Early Consent
8
<PAGE>
Payment, together with the other expenses to be reimbursed to Purchaser
under Section 11.5(b)(2), would exceed $15,000,000.
Sincerely,
FLCH HOLDINGS CORP.
By: /s/ Thomas H. Lister
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Name: Thomas H. Lister
Title: Vice President
FLCH ACQUISITION CORP.
By: /s/ Thomas H. Lister
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Name: Thomas H. Lister
Title: Vice President
AGREED TO AND ACCEPTED AS OF THE
DATE SET FORTH ABOVE:
COMMUNITY HEALTH SERVICES, INC.
By: /s/ Tyree G. Wilburn
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Name: Tyree G. Wilburn
Title: Executive Vice President
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