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As filed with the Securities and Exchange Commission on March 6, 1998
Registration No. 333-46707
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
HEALTH MANAGEMENT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0963645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5811 PELICAN BAY BOULEVARD, SUITE 500
NAPLES, FLORIDA 34108-2710
(941) 598-3131
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
WILLIAM J. SCHOEN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
HEALTH MANAGEMENT ASSOCIATES, INC.
5811 PELICAN BAY BOULEVARD, SUITE 500
NAPLES, FLORIDA 34108-2710
(941) 598-3131
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Susan Mascette Brandt, Esq.
Harter, Secrest & Emery LLP
700 Midtown Tower
Rochester, New York 14604-2070
(716) 231-1184
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, please check the following box
and list the Securities Act registration statement number of the 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. [ ]
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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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PROSPECTUS
$300,000,000
HEALTH MANAGEMENT ASSOCIATES, INC.
DEBT SECURITIES
Health Management Associates, Inc. ("HMA" or the "Company") may offer from
time to time, together or separately, its senior unsecured debt securities (the
"Debt Securities"), consisting of debentures, notes, bonds and/or other
evidences of indebtedness in one or more series. The Debt Securities will be
offered at an aggregate initial offering price not to exceed U.S. $300,000,000
(or, if the principal of the Debt Securities is payable in a foreign currency,
the equivalent thereof at the time of sale), at prices and on terms to be
determined at the time of sale.
The accompanying Prospectus Supplement sets forth with regard to the
particular Debt Securities in respect of which this Prospectus is being
delivered the title, aggregate principal amount, denominations (which may be in
United States dollars or in any other currency, currencies or currency unit),
maturity, premium (if any), interest rate (which may be fixed or variable) or
method of calculation thereof and time of payment of any interest, place or
places where principal of (and premium, if any) and interest on such Debt
Securities will be payable, any terms for redemption at the option of the
Company or the holder, any terms for sinking fund payments, any listing on a
securities exchange, and the initial public offering price and any other terms
in connection with the offering and sale of such Debt Securities. The
Prospectus Supplement will also contain information, as applicable, about
certain United States federal income tax considerations relating to the Debt
Securities in respect of which this Prospectus is being delivered.
The Debt Securities will be unsecured obligations of the Company and will
rank on a parity with all other unsecured and unsubordinated indebtedness of the
Company. If so specified in the applicable Prospectus Supplement, all or a
portion of any Debt Securities may be issued in temporary or permanent global
form.
The Debt Securities may be offered directly to purchasers or to or through
underwriters, dealers or agents designated by the Company from time to time. If
any underwriters, dealers or agents are involved in the offering of the Debt
Securities, their names, the principal amounts, if any, to be purchased by
underwriters and any applicable fees, commissions or discount arrangements will
be set forth in the accompanying Prospectus Supplement. The net proceeds from
any sale of Debt Securities will also be set forth in the Prospectus Supplement.
See "Plan of Distribution."
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________________
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is March 6, 1998.
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NO DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, AGENT OR DEALER. THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE DEBT
SECURITIES TO WHICH THEY RELATE OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE THE IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THEIR RESPECTIVE DATES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission, 7 World Trade
Center, New York, New York 10048; and Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661; and copies of such materials can be
obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates (1-800-SEC-0330). The
Commission also maintains a Web site (http://www.sec.gov) which contains
reports, proxy and information statements and other information and documents
regarding the Company. In addition, such reports, proxy statements and other
information can be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Debt Securities offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement and
reference is hereby made to the Registration Statement and the exhibits thereto
for further information with respect to the Company and the Debt Securities.
Statements contained in this Prospectus as to the contents of certain documents
are not necessarily complete, and, with respect to each such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission,
reference is made to the copy of the document so filed. Each statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
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1. Health Management Associates, Inc. Annual Report on Form 10-K for the
year ended September 30, 1997.
2. Health Management Associates, Inc. Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997.
3. Health Management Associates, Inc. Definitive Proxy Statement relating
to its Annual Meeting of Stockholders held on February 17, 1998.
4. Health Management Associates, Inc. Current Report on Form 8-K dated
February 20, 1998.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated herein by reference and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in the accompanying Prospectus Supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any of the documents incorporated by reference herein, except
for the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Health Management Associates, Inc., 5811 Pelican Bay Boulevard, Suite 500,
Naples, Florida 34108-2710, Attention: Office of General Counsel; telephone
number (941) 598-3131.
FORWARD-LOOKING STATEMENTS
This Prospectus, the accompanying Prospectus Supplement and the documents
incorporated herein and therein by reference may contain forward-looking
statements based on current expectations, estimates and projections about the
Company's industry, management's beliefs and assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" or variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees
of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to forecast. Therefore, actual results may
differ materially from those expressed or forecast in any such forward-looking
statements. Such risks and uncertainties include, in addition to those set
forth herein or in the accompanying Prospectus Supplement, those noted in the
documents incorporated herein or therein by reference. The Company undertakes
no obligation to update
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publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
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THE COMPANY
Health Management Associates, Inc. ("HMA" or the "Company") provides a broad
range of general acute care health services in non-urban communities. As of
January 31, 1998, HMA operated 26 general acute care hospitals with a total of
3,328 licensed beds and four psychiatric hospitals with a total of 306 licensed
beds. Unless the context otherwise requires, references herein to HMA or the
Company include HMA and its consolidated subsidiaries.
The Company's principal executive office is located at 5811 Pelican Bay
Boulevard, Suite 500, Naples, Florida 34108-2710, and its telephone number at
such address is (941) 598-3131.
USE OF PROCEEDS
Unless otherwise described in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Debt Securities will be used by the Company
for general corporate purposes, which may include refinancings of indebtedness,
acquisitions, capital expenditures, working capital, and repurchases and
redemptions of securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of the
Company for the periods indicated.
<TABLE>
<CAPTION>
Three Months
Ended
Year ended September 30, December 31,
(unaudited) (unaudited)
---------------------------- -------------
1993 1994 1995 1996 1997 1997
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Consolidated ratio of earnings to fixed
charges (1)............................. 7.0 8.6 9.7 12.2 14.5 11.1
</TABLE>
(1) The ratio of earnings to fixed charges was computed by dividing the sum
of earnings before income taxes and fixed charges by fixed charges.
Fixed charges consist of interest expense, amortization of deferred
financing costs, amortization of debt premium/discount, and a portion of
operating lease rental expense which management believes to be
representative of the interest factor. The computation of the ratio has
not been audited for any of the periods indicated.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture (as amended or supplemented from time to time, the "Indenture"). The
term "Trustee" as used herein with respect to Debt Securities of any particular
series shall mean the Trustee with respect to the Debt Securities of such series
as set forth in the applicable Prospectus Supplement. The Indenture has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part and is subject to and governed by the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The following summary of certain
provisions of the Indenture and the Debt Securities
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does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the provisions of the Indenture, including the
definition therein of certain terms and of those terms made a part thereof by
the Trust Indenture Act. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Indenture.
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of each series of Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Debt Securities so offered will be
described in the Prospectus Supplement relating to such series of Debt
Securities. Accordingly, for a description of the terms of a particular issue
of Debt Securities, reference must be made to both the Prospectus Supplement
relating thereto and the following description.
GENERAL
The Debt Securities will be senior unsecured obligations of the Company as
specified in the Prospectus Supplement relating thereto. The Indenture provides
that the Debt Securities may be issued without limit as to aggregate principal
amount, in one or more series, in each case in such forms and with such terms as
are established for the Debt Securities of such series in or pursuant to Board
Resolutions, Officers' Certificates or indentures supplemental to the Indenture
("Supplemental Indentures"). All Debt Securities of one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of any Holder, for issuances of additional Debt
Securities of such series. The Indenture provides that there may be more than
one Trustee thereunder, each with respect to one or more series of Debt
Securities.
Reference is made to the Prospectus Supplement relating to the Debt
Securities of each series for the following terms, where applicable, of the Debt
Securities of such series: (1) the title of such Debt Securities; (2) the
aggregate principal amount of such Debt Securities and any limit on the
aggregate principal amount of such Debt Securities; (3) the Person to whom any
interest on such Debt Securities shall be payable, if other than the Person in
whose name a Debt Security is registered at the close of business on the Regular
Record Date for such interest; (4) the date or dates, or the method by which
such date or dates will be determined, on which the principal of such Debt
Securities is payable; (5) the rate or rates (which may be fixed or variable) at
which such Debt Securities will bear interest, if any, or the method or methods
by which such rate or rates shall be determined, the date or dates from which
such interest will accrue, the Interest Payment Date on which any such interest
shall be payable and the Regular Record Date for any interest payable on any
Interest Payment Date, or the method or methods by which such date or dates
shall be determined, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months; (6) the place or
places where principal of and any premium and interest on such Debt Securities
shall be payable; (7) the period or periods within which, the price or prices at
which, the currency or currencies, currency unit or composite currency in which,
and the other terms and conditions upon which, such Debt Security may be
redeemed, in whole or in part, at the option of the Company; (8) the right or
obligation, if any, of the Company to redeem, repay or purchase such Debt
Securities pursuant to any optional redemption, sinking fund or analogous
provisions or at the option of a Holder thereof or otherwise, and the period or
periods within which, the price or prices at
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which, the currency or currencies, currency unit or composite currency in which,
and the other terms and conditions upon which such Debt Securities shall be so
redeemed, repaid or purchased; (9) the right of the Company to defease such Debt
Securities or certain restrictive covenants applicable thereto and certain
Events of Default under certain circumstances (see "--Defeasance or Covenant
Defeasance of Indenture"); (10) if other than in United States dollars, the
currency or currencies, currency unit or composite currency, of payment of
principal of and any premium and interest on such Debt Securities and the
equivalent thereof in United States dollars; (11) any index, formula or other
method used to determine the amount of payments of principal of or any premium
or interest on such Debt Securities; (12) whether such Debt Securities are
issuable as registered securities, bearer securities or both, whether such Debt
Securities are issuable initially in temporary global form and whether any such
Debt Securities are issuable in permanent global form with or without coupons;
(13) if such Debt Securities will be issuable in the form of global securities
as described under "--Global Securities," the Depository or its nominee with
respect to such Debt Securities and the circumstances under which any such
global security may be registered for transfer or exchanged, or authenticated
and delivered, in the name of a Person other than the Depository or its nominee;
(14) if the principal of or any premium or interest on such Debt Securities is
to be payable, at the election of the Company or a Holder thereof, in a currency
or currencies, currency unit or composite currency other than that in which such
Debt Securities are denominated or stated to be payable, the terms and
conditions upon which such election may be made; (15) if other than the entire
principal amount thereof, the portion of the principal amount of such Debt
Securities which shall be payable upon declaration of acceleration of the
Maturity thereof; (16) provisions, if any, granting special rights to the
Holders of such Debt Securities upon the occurrence of such events as may be
specified; (17) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to such Debt Securities,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein; (18) the obligation, if any, of
the Company to list the Debt Securities on a securities exchange; and (19) any
other terms of the Debt Securities.
The Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the Maturity thereof
("Original Issue Discount Securities"). Special United States federal income
tax, accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.
RANKING
The Debt Securities constitute senior unsecured obligations of the Company
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. The Company is a holding company and derives its
operating income and cash flow from its subsidiaries. The Company relies
entirely upon distributions from its subsidiaries to generate the funds
necessary to meet its obligations, including the payment of principal of and any
premium and interest on the Debt Securities. The ability of the Company's
subsidiaries to make such payments will be subject to, among other things,
applicable state laws and any restrictions that may be contained in credit
agreements or other financing arrangements entered into by such subsidiaries.
Claims of creditors of the Company's subsidiaries will generally have priority
as to the assets of such subsidiaries over the claims of the Company and the
holders of the
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Company's indebtedness, including the Debt Securities. As of December 31, 1997,
the total amount of outstanding secured and unsecured indebtedness of these
subsidiaries, excluding guarantees of the Company's indebtedness, was
$56,375,000. In addition, indebtedness under the Company's unsecured revolving
credit facility is guaranteed by the Company's subsidiaries. As of December 31,
1997, no amounts were outstanding under that facility.
Except as otherwise specified in an applicable Supplemental Indenture and
Prospectus Supplement, there are no limitations in the Indenture on the amount
of additional indebtedness which may rank on a parity with the Debt Securities
or on the amount of other indebtedness, secured or otherwise, which may be
incurred by the Company or any of its subsidiaries.
DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER
Unless otherwise described in the applicable Prospectus Supplement, the Debt
Securities of any series will be issuable in denominations of $1,000 and
integral multiples thereof.
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of and any premium and interest on any series of Debt Securities will
be payable at the corporate trust office of the Trustee, provided that, at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as it appears in the Security Register.
Unless otherwise indicated in the applicable Prospectus Supplement, payment of
any installment of interest on Debt Securities will be made to the Person in
whose name such Debt Security is registered at the close of business on the
Regular Record Date of such interest.
Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable Regular Record
Date and may either be paid to the Person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee (notice whereof shall be given to the Holder of such Debt Security not
less than 10 days prior to such Special Record Date), or may be paid at any time
in any other lawful manner, all as more completely described in the Indenture.
Subject to certain limitations imposed upon Debt Securities issued in global
form, the Debt Securities of any series will be exchangeable for other Debt
Securities of the same series and of a like aggregate principal amount and tenor
of different authorized denominations upon surrender of such Debt Securities at
the corporate trust office of the Trustee. In addition, subject to certain
limitations imposed upon Debt Securities issued in global form, the Debt
Securities of any series may be surrendered for registration of transfer thereof
at the corporate trust office of the Trustee. Every Debt Security surrendered
for registration of transfer or exchange shall be duly endorsed or accompanied
by a written instrument of transfer. No service charge will be made for any
registration of transfer or exchange of any Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. If the applicable Prospectus Supplement
refers to any transfer agent (in addition to the Trustee) initially designated
by the Company with respect to any series of Debt Securities, the Company may at
any time rescind the designation of any such transfer agent or approve a change
in the location
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through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for such series,
which shall include the City of New York. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.
Neither the Company nor the Trustee shall be required to (1) issue, register
the transfer of or exchange Debt Securities of any series if such Debt Security
may be among those selected for redemption, during a period beginning at the
opening of business 15 days before any selection of Debt Securities of that
series to be redeemed and ending at the close of business on the day of mailing
of the relevant notice of redemption; or (2) register the transfer of or
exchange any Debt Security, or portion thereof, called for redemption in whole
or in part, except the unredeemed portion of any Debt Security being redeemed in
part.
COVENANTS
The particular covenants, if any, relating to any series of Debt Securities
will be described in the Prospectus Supplement relating to such series. If any
such covenants are described, the Prospectus Supplement will also state whether
the "covenant defeasance" provisions described below also apply.
EVENTS OF DEFAULT
Under the Indenture, an Event of Default is defined (with respect to each
series of Debt Securities individually, unless it is either inapplicable to a
particular series or is specifically deleted or modified for Debt Securities of
a particular series, as described in a Prospectus Supplement) as any of the
following: (1) default in the payment of the principal of, or premium, if any,
on any of the Debt Securities of such series at Maturity (upon acceleration,
redemption, required repurchase or otherwise); (2) default in the payment of an
installment of interest on any Debt Security of such series when the same
becomes due and payable, and continuance of such default for a period of 30
days; (3) default in the deposit of a sinking fund payment, if any, when and as
due by the terms of a Debt Security of such series; (4) default in the
performance or breach of any covenant or warranty of the Company contained in
the Debt Securities of such series or the Indenture for the benefit of the
Holders of Debt Securities of such series (other than a default otherwise
specifically dealt with in the Indenture or in any Supplemental Indenture), and
continuance of such default or breach for a period of 60 days after written
notice of such failure requiring the Company to remedy the same shall have been
given (A) to the Company by the Trustee or (B) to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Debt Securities
of such series then outstanding; (5) certain events of bankruptcy, insolvency or
reorganization relating to the Company; and (6) any other Event of Default set
forth in an applicable Supplemental Indenture and Prospectus Supplement relating
to the Debt Securities of such series.
The Indenture provides that if an Event of Default specified therein shall
have occurred and is continuing with respect to any series of the Debt
Securities issued thereunder, the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Debt Securities of such series may
declare the unpaid principal amount of the Debt Securities of such series (or,
if any of the Debt Securities are Original Issue Discount Securities, such
portion of the principal
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amount of the Debt Securities of such series as may be specified by the terms
thereof) and accrued interest, if any, to the date of payment of the Debt
Securities of such series to be immediately due and payable.
After a declaration of acceleration under the Indenture in respect of a
series of Debt Securities, but before a judgment or decree for payment of the
money due has been obtained by the Trustee, the Holders of a majority in
aggregate outstanding principal amount of such series of Debt Securities, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if (1) the Company has paid or deposited with
the Trustee a sum sufficient to pay (A) all overdue interest, if any, on all
Debt Securities of such series, (B) the principal of and premium, if any, on
such series of Debt Securities which have become due otherwise than by such
declaration of acceleration, and interest thereon at the rate prescribed
therefor in such series of Debt Securities, (C) to the extent that payment of
such interest is lawful, interest upon overdue interest at the rate prescribed
therefor in such series of Debt Securities, and (D) all amounts owing the
Trustee pursuant to the Indenture in respect of the Debt Securities of that
series; and (2) all Events of Default with respect to Debt Securities of such
series, other than the non-payment of principal of, premium, if any, and
interest on Debt Securities of such series which have become due solely by such
declaration of acceleration, have been cured or waived.
The Holders of not less than a majority in aggregate outstanding principal
amount of a series of Debt Securities may on behalf of all Holders of such
series of Debt Securities waive any existing or past Default or Event of
Default with respect to the Debt Securities of such series and its consequences,
except a default in the payment of the principal of, premium, if any, or
interest on any Debt Security of such series or in respect of a covenant or
provision which under the terms of the Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security of such
series.
No Holder of Debt Securities of any series has any right to institute any
proceeding with respect to the Indenture or any remedy thereunder unless the
Holders of at least 25% in aggregate outstanding principal amount of such
series of Debt Securities have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceedings as Trustee under such
series and the Indenture, the Trustee has failed to institute such proceeding
within 60 days after receipt of such notice, and the Trustee, within such 60-day
period, has not received directions inconsistent with such written request by
Holders of a majority in aggregate outstanding principal amount of such series
of Debt Securities. Such limitations do not apply, however, to a suit
instituted by a Holder of a Debt Security for the enforcement of the payment of
the principal of, premium, if any, or interest on such Debt Security on or after
the respective due dates expressed in such Debt Security.
During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the Indenture and to use the
same degree of care and skill in its exercise thereof as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
is not under any obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
shall have offered to the Trustee reasonable
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security or indemnity. Subject to certain provisions concerning the rights of
the Trustee, the Holders of a majority in aggregate outstanding principal amount
of any series of Debt Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee under the Indenture, in
respect of such series.
DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE
Unless and to the extent otherwise indicated in an applicable Prospectus
Supplement, the Company may, at its option and at any time, terminate its
obligations with respect to any series of outstanding Debt Securities
("defeasance"). Such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the outstanding Debt
Securities of such series, and the provisions of the Indenture as it relates to
such outstanding Debt Securities shall no longer be in effect, except for (1)
the rights of Holders of such series of outstanding Debt Securities to receive
from trust funds payment of the principal of, premium, if any, and interest on
such Debt Securities when such payments are due, (2) the Company's obligations
to register the transfer or exchange of any Debt Securities of such series,
replace mutilated, destroyed, lost or stolen Debt Securities of such series and
maintain an office or agency for payments in respect of the Debt Securities of
such series, (3) the rights, power, trusts, duties and immunities of the
Trustee, and (4) the defeasance provisions of the Indenture. In addition,
unless and to the extent otherwise indicated in an applicable Prospectus
Supplement, the Company may, at its option and at any time, elect to terminate
its obligations with respect to one or more covenants that are set forth in the
Indenture or in a Supplemental Indenture and Prospectus Supplement, and any
omission to comply with such obligations shall not constitute a Default or an
Event of Default with respect to such series of Debt Securities ("covenant
defeasance"). In the event covenant defeasance occurs, certain events (other
than non-payment, bankruptcy and insolvency events) described under "--Events of
Default" will no longer constitute an Event of Default with respect to the Debt
Securities of such series.
In order to exercise either defeasance or covenant defeasance with respect
to any series of Debt Securities: (1) the Company must irrevocably deposit with
the Trustee, in trust, for the benefit of the Holders of Debt Securities of such
series, funds in such currency or currencies, currency unit or composite
currency in which such Debt Securities are payable (or with respect to Debt
Securities denominated in United States dollars, U.S. Government Obligations (as
defined in the Indenture), or a combination thereof), in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants or a nationally recognized investment banking firm, to pay and
discharge the principal of, premium, if any, and interest on the outstanding
Debt Securities of such series on each applicable Stated Maturity (or on any
date after such date to be specified in a Supplemental Indenture and Prospectus
Supplement, such date being referred to as the "Defeasance Redemption Date");
(2) in the case of defeasance, the Company shall have delivered to the Trustee
an opinion of independent counsel to the Company in the United States stating
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of the outstanding Debt Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income taxes on the same amounts, in the same manner
11
<PAGE>
and at the same times as would have been the case if such defeasance had not
occurred; (3) in the case of covenant defeasance, the Company shall have
delivered to Trustee an opinion of independent counsel in the United States to
the effect that the Holders of the outstanding Debt Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result or such covenant defeasance and will be subject to federal income taxes
on the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred; (4) no Default or Event
of Default with respect to such series shall have occurred and be continuing on
the date of such deposit or, insofar as certain events of bankruptcy, insolvency
or reorganization of the Company are concerned, at any time during the period
ending on the 91st day after the date of deposit; (5) such defeasance or
covenant defeasance shall not cause the Trustee to have a conflicting interest
with respect to any securities of the Company; (6) such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a default
under, any material agreement or instrument to which the Company is a party or
by which it is bound; (7) such defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended, unless
such trust shall be registered under such Act or exempt from registration
thereunder; and (8) the Company shall have delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent under the Indenture to either defeasance or covenant defeasance, as
the case may be, have been complied with.
SATISFACTION AND DISCHARGE
Unless otherwise indicated in an applicable Prospectus Supplement, the
provisions of the Indenture applicable to any series of Debt Securities will be
discharged and will cease to be of further effect (except as to surviving rights
of registration of transfer or exchange of Debt Securities of such series, as
expressly provided for in the Indenture or a Supplemental Indenture) as to all
outstanding Debt Securities of such series when: (1) either (A) all the Debt
Securities of such series theretofore authenticated and delivered (except lost,
stolen or destroyed Debt Securities which have been replaced or paid and Debt
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for
cancellation, or (B) all Debt Securities of such series not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, (ii)
will become due and payable at their Maturity within one year, or (iii) if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee, and the Company, in the
case of clause (i), (ii) or (iii), has deposited with the Trustee trust funds in
an amount sufficient to pay and discharge the entire indebtedness on the Debt
Securities of such series not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Debt
Securities of such series to the date of deposit (in the case of Debt Securities
which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be; (2) the Company has paid all other sums payable by the
Company under the Indenture; and (3) the Company has delivered to the Trustee an
officers' certificate and opinion of counsel stating that all conditions
precedent under the Indenture relating to the satisfaction and discharge of the
Indenture applicable to Debt Securities of such series have been complied with.
12
<PAGE>
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of each series affected by such
modification or amendment; provided that no such modification or amendment,
without the consent of the Holders of each of the Debt Securities affected
thereby, may: (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Debt Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to the terms of the
Indenture, or change any place of payment where, or the currency or currencies,
currency unit or composite currency in which, any Debt Security or any premium
or interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date); (2) reduce the
percentage in principal amount of the outstanding Debt Securities of any series,
the consent of whose Holders is required for any such Supplemental Indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of the Indenture or certain defaults thereunder and their
consequences provided for in the Indenture; (3) modify any of the provisions
relating to Supplemental Indentures, waiver of past or existing defaults or
waiver of certain covenants, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Debt Security
affected thereby; or (4) make such other changes as may require such consent
pursuant to any Supplemental Indenture.
Modifications and amendments of the Indenture may be made by the Company and
the Trustee without the consent of any Holder of Debt Securities when authorized
by a resolution of the Company's Board of Directors for any of the following
purposes: (1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company in the
Indenture and in the Debt Securities as obligor under the Indenture; (2) to add
to the covenants of the Company for the benefit of the Holders of all or any
series of Debt Securities or to surrender any right or power conferred upon the
Company in the Indenture; (3) to add any additional Events of Default; (4) to
add or change any provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Debt Securities in bearer
form, registerable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Debt Securities in
an uncertificated form; (5) to add to, change or eliminate any of the provisions
of the Indenture in respect of one or more series of Debt Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any
Debt Security of any series created prior to the execution of such Supplemental
Indenture and entitled to the benefit of such provision, nor (ii) modify the
rights of the Holder of any such Debt Security with respect to such provision,
or (B) shall become effective only when there is no such Debt Security
outstanding; (6) to establish the form or terms of Debt Securities of any series
as permitted by the Indenture; (7) to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee with respect to the Debt
Securities of one or more series and to add to or change any of the provisions
of the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts under the Indenture by more than one Trustee; (8)
to supplement any of the provisions of the Indenture
13
<PAGE>
to such extent as shall be necessary to permit or facilitate the defeasance or
covenant defeasance and discharge of the Debt Securities of any series pursuant
to the Indenture, provided that any such action shall not adversely affect the
interests of the Holders of Debt Securities of such series or any other series
of Debt Securities in any material respect; (9) to comply with the requirements
of the Commission in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act; or (10) to cure any ambiguity, to
correct or supplement any provision in the Indenture or in any Supplemental
Indenture which may be inconsistent with any other provision therein, or to make
any other provisions with respect to matters or questions arising under the
Indenture, provided that such action shall not adversely affect the interests of
the Holders of the Debt Securities of any series in any material respect.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a Depository identified in the applicable Prospectus Supplement relating to
such series. In such case, one or more book-entry securities will be issued in
a denomination or aggregate denominations equal to the portion of the aggregate
principal amount of the outstanding Debt Securities of the series to be
represented by such global securities. If and to the extent provided in a
Supplemental Indenture and Prospectus Supplement, global securities may be
issued in either registered or bearer form and in either temporary or permanent
form. The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the applicable Prospectus Supplement
relating to such series.
THE TRUSTEE
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. If an Event of Default has occurred and is continuing, the
Trustee will exercise such rights and powers vested in it under the Indenture
and use the same degree of care and skill in its exercise as a prudent person
would exercise under the circumstances in the conduct of such person's own
affairs.
The Indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the Trustee, should it
become a creditor of the Company, to obtain payment of claims in certain cases
or to realize on certain property received by it in respect of any such claims,
as security or otherwise. The Trustee is permitted to engage in other
transactions; provided, however, that if it acquires any conflicting interest
(as defined), it must eliminate such conflict or resign.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by the laws of the
State of New York, without regard to its principles of conflicts of law.
14
<PAGE>
PLAN OF DISTRIBUTION
The Company may offer the Debt Securities directly to purchasers or to or
through underwriters, dealers or agents designated by the Company from time to
time. Any such underwriter(s), dealer(s), or agent(s) involved in the offer and
sale of the Debt Securities in respect of which this Prospectus is delivered
will be named in the accompanying Prospectus Supplement. The Prospectus
Supplement with respect to such Debt Securities will also set forth the terms of
the offering of such Debt Securities, including the purchase price of such Debt
Securities and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers, and any securities exchanges on which such Debt Securities may
be listed.
If underwriters are used in an offering of Debt Securities, the name of each
managing underwriter, if any, and any other underwriters and the terms of the
transaction, including any underwriting discounts and other items constituting
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement relating to such offering and the Debt Securities will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time. It is
anticipated that any underwriting agreement pertaining to any Debt Securities
will (i) entitle the underwriters to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters may be required to
make in respect thereof, (ii) provide that the obligations of the underwriters
will be subject to certain conditions precedent, and (iii) provide that the
underwriters will be obligated to purchase all Debt Securities offered in a
particular offering if any such Debt Securities are purchased.
If a dealer is used in an offering of Debt Securities, the Company will sell
such Debt Securities to the dealer, as principal. The dealer may resell such
Debt Securities to the public at varying prices to be determined by such dealer
at the time of resale. The name of the dealer and the terms of the transaction
will be set forth in the Prospectus Supplement relating thereto. If an agent is
used in an offering of Debt Securities, the agent will be named, and the terms
of the agency will be set forth, in the Prospectus Supplement relating thereto.
Dealers and agents named in an applicable Prospectus Supplement may be
deemed to be underwriters (within the meaning of the Securities Act) of the Debt
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
If so indicated in an applicable Prospectus Supplement, the Company will
authorize underwriters or other agents of the Company to solicit offers by
certain institutional investors to purchase Debt Securities from the Company
pursuant to contracts providing for payment and delivery at a future date.
Institutional investors with which such contracts may be made include
15
<PAGE>
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such purchasers must be approved by the Company. The obligations of any
purchaser under any such contract will not be subject to any conditions except
that the purchase of the Debt Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction to which such purchaser is
subject. Underwriters and other agents will not have any responsibility in
respect of the validity or performance of such contracts.
The anticipated date of delivery of any series of Debt Securities will be
set forth in the Prospectus Supplement relating to each offering.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities offered will be passed upon for the
Company by Harter, Secrest & Emery LLP, Rochester, New York.
EXPERTS
The consolidated financial statements and schedule of Health Management
Associates, Inc. appearing in Health Management Associates, Inc.'s Annual Report
(Form 10-K) for the year ended September 30, 1997, have been audited by Ernst &
Young LLP, independent certified public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrant in connection with the
distribution of the securities being registered:
Securities and Exchange Commission registration fee.. $ 90,910
Blue Sky fees and expenses........................... 20,000
NASD fees............................................ 30,500
Rating agency fees................................... 100,000
Legal fees and expenses.............................. 50,000
Printing expenses.................................... 50,000
Accounting fees and expenses......................... 6,000
Miscellaneous........................................ 27,590
---------
Total............................................ $375,000*
=========
* All amounts listed above, except for the registration fee and NASD fee,
are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 11 of the Registrant's Fifth Restated Certificate of Incorporation,
as amended (the "Restated Certificate") provides that the Registrant shall
indemnify its directors and officers to the fullest extent authorized by the
Delaware General Corporation Law (the "DGCL").
With respect to indemnification of directors and officers, Section 145 of
the DGCL provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Under this provision of
the DGCL, the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
II-1
<PAGE>
Furthermore, the DGCL provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Article 10 of the Restated Certificate contains a provision, authorized by
Section 102(b) of the DGCL, which provides that a director of the Registrant
shall not be personally liable to the Registrant or its shareholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability of the director (a) for any breach of the director's duty of loyalty
to the Registrant or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(c) under Section 174 of the DGCL, relating to the payment of unlawful dividends
or unlawful stock repurchases or redemptions, or (d) for any transaction from
which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to 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 Securities 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 their 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 Securities Act and will be governed by
the final adjudication of such issue.
ITEM 16. EXHIBITS
+1.1 Form of Underwriting Agreement
*4.1 Form of Indenture for Debt Securities
5.1 Opinion of Harter, Secrest & Emery LLP
II-2
<PAGE>
*12.1 Statement regarding computation of ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of Harter, Secrest & Emery LLP (contained in Exhibit
5.1)
*24.1 Power of Attorney
+25.1 Statement of Eligibility of Trustee on Form T-1 with respect to the
Debt Securities
______________________________
* Previously filed.
+ To be filed as an Exhibit to a document to be incorporated by reference
herein in connection with an offering of the offered securities.
ITEM 17. UNDERTAKINGS
(a) 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section
II-3
<PAGE>
13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by
reference 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 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to 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 pursuant to 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to 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 Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses is 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) 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 pursuant to 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.
(2) For purposes 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-4
<PAGE>
(j) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of Trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulation prescribed by the Commission under Section 305(b)(2) of the Act.
II-5
<PAGE>
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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Naples, State of Florida, on March 6, 1998.
HEALTH MANAGEMENT ASSOCIATES, INC.
By: /s/ Stephen M. Ray
______________________
Stephen M. Ray
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman, Chief Executive March 6, 1998
____________________________ Officer and Director
William J. Schoen* (Principal Executive Officer)
/s/ Stephen M. Ray Senior Vice President and March 6, 1998
____________________________ Chief Financial Officer (Prin-
Stephen M. Ray cipal Financial Officer and
Principal Accounting Officer)
Director March 6, 1998
____________________________
Kent P. Dauten*
Director March 6, 1998
____________________________
Robert A. Knox*
Director March 6, 1998
____________________________
Charles R. Lees*
Director March 6, 1998
____________________________
Kenneth D. Lewis*
Director March 6, 1998
____________________________
William E. Mayberry, M.D.*
March 6, 1998
*By: /s/ Stephen M. Ray
____________________
Stephen M. Ray
attorney-in-fact
II-6
</TABLE>
<PAGE>
INDEX TO EXHIBITS
+1.1 Form of Underwriting Agreement
*4.1 Form of Indenture for Debt Securities
5.1 Opinion of Harter, Secrest & Emery LLP
*12.1 Statement regarding computation of ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of Harter, Secrest & Emery LLP (contained in Exhibit
5.1)
*24.1 Power of Attorney
+25.1 Statement of Eligibility of Trustee on Form T-1 with respect to the
Debt Securities
______________________________
* Previously filed.
+ To be filed as an Exhibit to a document to be incorporated by reference herein
in connection with an offering of the offered securities.
II-7
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Exhibit 5.1
[letterhead of Harter, Secrest & Emery LLP]
March 6, 1998
Health Management Associates, Inc.
5811 Pelican Bay Boulevard
Suite 500
Naples, Florida 34108-2710
Re: Health Management Associates, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-3, as amended (Registration No. 333-46707), filed under the
Securities Act of 1933, as amended (the "Registration Statement"), with the
Securities and Exchange Commission in respect of the proposed issuance and sale
by Health Management Associates, Inc., a Delaware corporation (the
"Corporation"), of up to U.S. $300,000,000 in aggregate principal amount of debt
securities of the Corporation (the "Debt Securities"), subject to effectiveness
of the Registration Statement and as contemplated by a certain indenture to be
executed by the Corporation and such trustee as may be selected by the executive
officers of the Corporation (as the same is executed, and amended and
supplemented, the "Indenture") and a certain underwriting agreement to be
executed by the Corporation and such firm or firms of investment bankers as may
be selected by the executive officers of the Corporation (the "Underwriters")
(as the same is executed, and amended and supplemented, the "Underwriting
Agreement").
We have examined the following documents and corporate records and
proceedings of the Corporation in connection with the preparation of this
opinion: the Corporation's Restated Certificate of Incorporation, as amended;
the Corporation's By-laws, as in force and effect on this date; certain minutes
and records of other proceedings of the Corporation's stockholders and Board of
Directors; the Registration Statement and related Prospectus which constitutes a
part thereof; applicable provisions of the laws of the State of Delaware; and
such other documents and matters as we have deemed necessary in the
circumstances.
In rendering this opinion, we have made such examination of laws as we have
deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and certificates
of officers of the Corporation, certificates and documents issued by public
officials and authorities, and certain information received from searchers of
public records.
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Health Management Associates, Inc.
March 6, 1998
Page 2
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly existing under
the laws of the State of Delaware.
2. The Corporation has the authority to issue the Debt Securities upon the
effectiveness of the Registration Statement and upon execution by the respective
parties thereto of the Indenture and the Underwriting Agreement.
3. The Debt Securities sold to the Underwriters, upon issuance in
accordance with the terms and provisions of the Indenture, the Underwriting
Agreement and the Registration Statement, will be duly authorized and legally
issued and will be binding obligations of the Corporation.
We hereby consent to be named in the Registration Statement and to the use
of our name under the caption "Validity of Debt Securities" set forth in the
related Prospectus which constitutes a part of the Registration Statement, as
attorneys who will pass upon the validity of the Debt Securities, and we hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Harter, Secrest & Emery LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3, No. 333-46707) and related
Prospectus of Health Management Associates, Inc. for the registration of
$300,000,000 of debt securities and to the incorporation by reference therein of
our report dated October 24, 1997, with respect to the consolidated financial
statements and schedule of Health Management Associates, Inc. included in its
Annual Report (Form 10-K) for the year ended September 30, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 6, 1998
