SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4 (FINAL AMENDMENT) TO SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under 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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Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$1,078,269,175 $215,653.84
* For the purpose of calculating the fee only. This amount
assumes the purchase of 19,731,068 shares of Common Stock of
Community Health Systems, Inc. at $52.00 per share. Such
number of shares includes all outstanding shares as of
June 11, 1996, and assumes the cancellation of all stock
options to purchase shares of Common Stock outstanding as of
such date at a net cost to bidders of $52,253,639.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $215,653.84
Filing Party: FLCH Holdings Corp.
FLCH Acquisition Corp.
Form or Registration No.: Schedule 14D-1
Date Filed: June 11, 1996
Page 1 of 8 pages
The Index to Exhibits is Located on Page 6
<PAGE>
SCHEDULE 14D-1
CUSIP No. 203666 10 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLCH ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,363,907 SHARES
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES*
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6%
10 TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 14D-1
CUSIP No. 203666 10 2 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLCH HOLDINGS CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,363,907 SHARES
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES*
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6%
10 TYPE OF REPORTING PERSON*
HC, CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 4 supplements and amends, and constitutes
the final amendment to, 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. This Amendment No. 4 also amends
the Schedule 14D-1 to constitute a Statement on Schedule 13D with
respect to the purchase of Shares in the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended to add the
following information:
Following the expiration of the Offer at 12:00 midnight, New
York City time, on July 9, 1996, the Purchaser accepted for
payment all Shares validly tendered pursuant to the Offer and not
withdrawn. The Purchaser has been informed by the Depositary
that 19,363,907 Shares (including 250,824 Shares tendered
pursuant to guaranteed delivery procedures), representing
approximately 97.6% of the outstanding Shares, were validly
tendered and not withdrawn. A copy of the press release issued
prior to 9:00 a.m., New York City time, on July 10, 1996 with
respect to the foregoing is attached as Exhibit (a)(12) hereto
and is incorporated herein by reference.
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 following information is hereby added after the end of
the penultimate paragraph under the heading "Introduction" of the
Offer to Purchase:
On July 9, 1996, the Company issued a press release
announcing the extension of its Debenture Offer through midnight,
New York City time, on July 10, 1996. The press release is filed
as Exhibit (a)(11) hereto and is incorporated herein by
reference.
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)(11) Press Release issued by the Company on July 9,
1996.
(a)(12) Press Release issued by the Purchaser on July 10,
1996.
4
<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 10, 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
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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
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Exhibit Description No.
------- ---------------------- ------
<S> <C> <C>
(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, *
1996.
(a)(11) Press Release issued by the Company on July 9, 7
1996.
(a)(12) Press Release issued by the Purchaser on July 8
10, 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 *
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.
(d) None. _
(e) Not applicable. _
(f) None. _
</TABLE>
* Filed previously.
6
Exhibit (a)(11)
[LETTERHEAD OF GEORGESON & COMPANY INC.]
From: Community Health Systems
For Release: Immediately
Contact: Arthur B. Crozier
Georgeson & Company Inc.
212-440-9861
COMMUNITY HEALTH SYSTEMS ANNOUNCES EXTENSION
OF DEBENTURE TENDER OFFER
BRENTWOOD, TENNESSEE, July 9, 1996 -- Community Health
Systems, Inc. (CYH-NYSE) announced today that it has extended its
tender offer and consent solicitation with respect to its
outstanding 10-1/4% Senior Subordinated Debentures due 2003 (the
"Debenture Offer"). The Debenture Offer will now expire at
midnight, New York City time, on July 10, 1996, unless otherwise
extended further. The Debenture Offer commenced on June 11,
1996, and was originally scheduled to expire at midnight, New
York City time, on July 9, 1996.
The companion offer by an affiliate of Forstmann Little &
Co. to acquire all outstanding shares of common stock of
Community Health Systems, Inc. is still scheduled to expire at
midnight, New York City time, on July 9, 1996, the original
expiration date.
The Company has been informed by the Bank of New York, the
depositary in connection with the Debenture Offer, that as of
8:00 a.m., New York City time, on July 9, 1996, $95,948,000
principal amount of debentures had been validly tendered (and not
withdrawn), representing approximately 96 percent of the
outstanding debentures.
Holders of debentures may obtain information relating to the
Debenture Offer by contacting either Lehman Brothers, the dealer
manager in connection with the Debenture Offer, at (800) 438-
3242, or Georgeson & Company Inc., the information agent in
connection with the Debenture Offer, at (800) 223-2064.
Exhibit (a)(12)
Contact: George Sard/Anna Cordasco
Sard Verbinnen & Co
212/687-8080
FORSTMANN LITTLE COMPLETES TENDER OFFER
FOR COMMUNITY HEALTH SYSTEMS
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NEW YORK, July 10, 1996 -- Forstmann Little & Co. announced
today that its affiliate, FLCH Acquisition Corp., has
successfully completed its $52.00 per share cash tender offer for
all outstanding common shares of Community Health Systems, Inc.
(NYSE: CYH).
Following the expiration of the offer at 12:00 midnight, New
York City time, on July 9, 1996, FLCH Acquisition Corp. accepted
for payment all common shares validly tendered pursuant to the
offer and not withdrawn. FLCH Acquisition Corp. has been
informed by the depositary for the offer that 19,363,907 shares
(including 250,824 shares tendered pursuant to guaranteed
delivery procedures), representing approximately 97.6% of the
outstanding common shares, were validly tendered and not
withdrawn. The tender offer will be followed by a merger under
which each of the 483,361 remaining publicly held shares will be
converted into $52.00 in cash.
On June 10, Forstmann Little announced a definitive
agreement to acquire Community Health Systems for $52 per share
in cash. As previously announced, the total value of the
transaction is approximately $1.37 billion, including assumed and
refinanced debt. Forstmann Little is investing $1 billion of its
own capital and Chase Manhattan Corp. is providing $900 million
of bank financing. After all shares are purchased and debt
refinanced, this conservative capital structure will provide over
$500 million to Community Health Systems to fund internal growth
and the acquisition of additional hospitals. The Company now
owns or operates 38 hospitals in 18 states, primarily in the
Southeast and the Southwest.
Community Health Systems, Inc. owns and operates full-
service, acute care hospitals in non-urban communities. The
hospitals serve as the nucleus for healthcare delivery in their
communities by offering easy access to a full range of medical
services, excellent care and competitive pricing.
Founded in 1978, Forstmann Little is a private investment
firm that has invested over $12 billion in 21 acquisitions,
including General Instrument, Ziff-Davis Publishing and
Gulfstream Aerospace.
