CUSIP NO. 749084 10 9 Page 1 of 9 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
QUORUM HEALTH GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
749084 10 9
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(CUSIP Number)
Welsh, Carson, Anderson Robert A. Schwed, Esq.
& Stowe VIII, L.P. Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan M. Rather New York, New York 10111
TEL. (212) 893-9500 TEL. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 3, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
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CUSIP NO. 749084 10 9 Page 2 of 9 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
I.R.S. Identification & Stowe VIII, L.P.
No. of Above Person
(Entities Only)
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2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 19,538,413 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
With conversion of
Debentures)
--------------------------------------------
8) Shared Voting
Power -0-
--------------------------------------------
9) Sole Disposi- 19,538,413 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
Debentures)
--------------------------------------------
10) Shared Dis-
positive Power -0-
--------------------------------------------
11) Aggregate Amount Beneficially 19,538,413 shares of
Owned by Each Reporting Person Common Stock
(including shares
issuable upon
conversion of
Debentures)
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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CUSIP NO. 749084 10 9 Page 3 of 9 Pages
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13) Percent of Class
Represented by 22.7%
Amount in Row (11)
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14) Type of Reporting
Person PN
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CUSIP NO. 749084 10 9 Page 4 of 9 Pages
1) Name of Reporting Person WCA Management
I.R.S. Identification Corporation
No. of Above Person
(Entities Only)
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2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization New York
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Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each --------------------------------------------
Reporting Person 8) Shared Voting
With Power -0-
--------------------------------------------
9) Sole Disposi- -0-
tive Power
--------------------------------------------
10) Shared Dis-
positive Power -0-
--------------------------------------------
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by -0-
Amount in Row (11)
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14) Type of Reporting
Person CO
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CUSIP NO. 749084 10 9 Page 5 of 9 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on
September 9, 1999 (the "Schedule 13D"). Terms defined in the Schedule 13D are
used herein as so defined.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
The following information is based on a total of 73,232,106 shares of
Common Stock outstanding as of September 22, 1999, as reported in the Issuer's
Report on Form 10-K for the period ended June 30, 1999 filed with the Commission
on September 27, 1999, and gives effect to the conversion of all Debentures held
by the entities and individuals named herein.
(a)
WCAS VIII
WCAS VIII owns 19,538,413 shares of Common Stock, or approximately
22.7% of the Common Stock outstanding. VIII Associates, as the general partner
of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS
VIII.
WCA
WCA owns no shares of Common Stock.
MANAGING MEMBERS OF VIII ASSOCIATES AND STOCKHOLDERS OF WCA
(i) Patrick J. Welsh directly beneficially owns 457,229 shares of
Common Stock, and indirectly beneficially owns through The Welsh Family
Foundation 75,000 shares of Common Stock and through trusts for the benefit of
his children 36,000 shares of Common Stock, or, in the aggregate, 568,229 shares
of Common Stock or approximately 0.7% of the Common Stock outstanding.
(ii) Russell L. Carson directly beneficially owns 1,891,111 shares of
Common Stock (including shares issuable upon exercise of stock options that are
presently exercisable or exercisable within 60 days), and indirectly
beneficially owns through trusts for the benefit of his children 3,000 shares of
Common Stock, or, in the aggregate, 1,894,111 shares of Common Stock or
approximately 2.5% of the Common Stock outstanding.
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CUSIP NO. 749084 10 9 Page 6 of 9 Pages
(iii) Bruce K. Anderson owns 1,652,581 shares of Common Stock, or
approximately 2.2% of the Common Stock outstanding.
(iv) Andrew M. Paul directly beneficially owns 141,035 shares of
Common Stock, and indirectly beneficially owns through The Andrew M. Paul Family
Foundation 3,000 shares of Common Stock, or, in the aggregate, 144,035 shares of
Common Stock or approximately 0.2% of the Common Stock outstanding.
(v) Thomas E. McInerney owns 286,992 shares of Common Stock, or
approximately 0.4% of the Common Stock outstanding.
(vi) Laura VanBuren owns 1,133 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(vii) Robert A. Minicucci owns 82,121, or approximately 0.1% of the
Common Stock outstanding.
(viii) Anthony J. deNicola owns 8,505 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Paul B. Queally owns 8,505 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(x) Lawrence B. Sorrell owns 11,339 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(xi) Priscilla A. Newman owns 3,969 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(xii) Rudolph E. Rupert owns 2,268 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(xiii) Jonathan M. Rather owns 2,268 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(b) The managing members of VIII Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the securities owned by WCAS VIII. Each such person has the sole power to
vote or direct the voting of and to dispose or direct the disposition of only
the securities that he or she directly beneficially owns. Each of the managing
members of VIII Associates disclaims beneficial ownership of all shares of
Common Stock other than the shares he or she owns directly or by virtue of his
or her indirect pro rata interest, as a managing member of VIII Partners, in the
shares owned by WCAS VIII.
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CUSIP NO. 749084 10 9 Page 7 of 9 Pages
(c) WCAS VIII purchased Common Stock in open market transactions since
the filing of the Schedule 13D as follows:
DATE NUMBER OF SHARES PRICE
9/1/99 427,500 $8.75
9/2/99 54,625 $8.63
9/3/99 380,000 $8.88
9/8/99 249,375 $8.69
9/9/99 95,000 $8.63
9/10/99 190,000 $8.63
9/14/99 23,750 $8.05
9/15/99 470,250 $8.04
WCA purchased Common Stock in open market transactions since the
filing of the Schedule 13D as follows:
DATE NUMBER OF SHARES PRICE
9/1/99 22,500 $8.75
9/2/99 2,875 $8.63
9/3/99 20,000 $8.88
9/8/99 13,125 $8.69
9/9/99 5,000 $8.63
9/10/99 10,000 $8.63
9/14/99 1,250 $8.05
9/15/99 24,750 $8.04
On September 22, 1999, WCA distributed an aggregate 175,000 shares of
Common Stock to certain affiliates of WCAS VIII on whose behalf such shares had
been purchased by WCA, and who paid as consideration the same average price per
share that WCA had paid for the shares.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of, the shares of
Common Stock owned by the Reporting Persons.
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CUSIP NO. 749084 10 9 Page 8 of 9 Pages
(e) Not Applicable.
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CUSIP NO. 749084 10 9 Page 9 of 9 Pages
SIGNATURE
After reasonable 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: October 20, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ JONATHAN M. RATHER
Managing Member
WCA MANAGEMENT CORPORATION
By: /s/ JONATHAN M. RATHER
Attorney-in-Fact
