<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
QUORUM HEALTH GROUP, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $ 0.01
________________________________________________________________________________
(Title of Class of Securities)
749084109
________________________________________________________________________________
(CUSIP Number)
Donald P. Fay
Triad Hospitals, Inc.
13455 Noel Road
Suite 2000
Dallas, TX 75240
with copies to:
Morton A. Piere, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 18, 2000
________________________________________________________________________________
(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
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 89579K109 PAGE 2 OF 8 PAGES
----------------- -----------------
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1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRIAD HOSPITALS, INC.
752816101
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
19,538,413 (including 12,698,413 shares of Quorum
Common Stock issuable upon conversion of Quorum's 6%
OWNED BY Convertible Subordinated Debentures) (1)
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,538,413 (including 12,698,413 shares of Quorum Common Stock issuable
upon conversion of Quorum's 6% Convertible Subordinated Debentures) (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2% (including 15.1% upon conversion of Quorum's 6% Convertible
Subordinated Debentures) (1).
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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--------------------------
(1) See Items 4 and 5.
Page 2 of 8 Pages
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Item 1. Security And Issuer.
-------------------
This Statement relates to shares of common stock, par value
$0.01 per share (the "Shares"), of Quorum Health Group, Inc., a
Delaware corporation ("Quorum"). The address of the principal
executive office of Quorum is 103 Continental Place, Brentwood,
TN 37027.
Item 2. Identity and Background.
-----------------------
(a) - (c) and (f). This Schedule 13D is filed by Triad
Hospitals, Inc., a Delaware corporation ("Triad"). Triad provides
healthcare services through hospitals and ambulatory centers
located in small cities and selected high growth urban markets in
the southwestern, western and southcentral United States,
including 30 general, acute care hospitals and 15 ambulatory
surgery centers. Triad's principal executive offices are located
at 13455 Noel Road, Suite 2000, Dallas, TX 75240.
Each executive officer and each director of Triad listed on
Annex I is a citizen of the United States. The name, business
address, present principal occupation or employment, and name and
principal business of any corporation or other organization in
which such employment is conducted of each of the directors and
executive officers of Triad is set forth in Annex I to this
Schedule 13D, which is incorporated herein by reference.
(d) and (e). During the last five years neither Triad nor,
to the best of Triad's knowledge, any of the persons listed on
Annex I hereto has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which Triad or such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
Item 3. Source And Amount Of Funds Or Other Consideration.
--------------------------------------------------
As more fully described in Item 4, Triad and Welsh, Carson,
Anderson & Stowe VIII, L.P. ("WCAS") entered into a Voting
Agreement, dated as of October 18, 2000 (the "Voting Agreement"),
pursuant to which WCAS, beneficial owner of approximately 23.2%
of the outstanding Shares (assuming conversion of the 6%
Convertible Subordinated Debentures held by it), has agreed to,
among other things, vote its Shares in favor of the Merger
Agreement (as defined below) and the transactions contemplated
thereby. In addition, pursuant to the Voting Agreement, WCAS has
granted to Triad an irrevocable proxy to vote its Shares as and
to the extent provided above.
Item 4. Purpose Of Transaction.
-----------------------
On October 18, 2000, Triad and Quorum entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing
for, among other things, upon the terms and subject to conditions
thereof, the merger of Quorum with and into Triad (the "Merger"),
Triad will be the surviving corporation in the Merger.
In the Merger and subject to the terms of the Merger
Agreement, each outstanding Share will be converted into the
right to receive .4107 of a share of
Page 3 of 8 Pages
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common stock, par value $0.01 per share, of Triad and S3.50 in
cash. The foregoing description of the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement,
which is incorporated herein by reference.
In connection with the Merger Agreement, WCAS entered into
the Voting Agreement pursuant to which WCAS has agreed to, among
other things. (A) vote its Shares (i) in favor of the Merger
Agreement, the approval and adoption by Quorum of the Merger
Agreement and approval of the other transactions contemplated by
the Merger Agreement and (ii) against any contrary transaction or
proposal and (B) grant to Triad an irrevocable proxy to vote such
Shares for such purposes.
The Voting Agreement will terminate on the earlier of the
effectiveness of the Merger or the termination of the Merger
Agreement in accordance with its terms. The foregoing description
of the Voting Agreement is qualified in its entirety by reference
to the Voting Agreement, which is incorporated herein by
reference.
Item 5. Interest In Securities Of The Issuer.
-------------------------------------
(a) and (b). 19,538,413 Shares, representing approximately
23.2% of the outstanding Shares (assuming conversion of the 6%
Convertible Subordinated Debentures held by WCAS), are subject to
the Voting Agreement. As a result of the provisions of the Voting
Agreement, WCAS and Triad may be deemed to share voting power
with respect to the Shares subject to the Voting Agreement.
Calculations in this paragraph are based on 71,506,544 Shares
outstanding as of October 18, 2000 and 12,698,413 Shares issuable
upon conversion of the 6% Convertible Subordinated Debentures
held by WCAS, for a total of 84,204,957 as represented by Quorum
in the Merger Agreement. Triad has the power to vote all such
Shares for the limited purposes described above in connection
with the Voting Agreement. Triad does not have the power to
dispose of or to direct the disposition of any Shares pursuant to
the Voting Agreement, and nothing herein shall be deemed an
admission by Triad as to the beneficial ownership of such Shares.
(c) Other than the Merger Agreement and the Voting Agreement
and the transactions contemplated thereby, there have been no
transactions in the Shares by Triad, or, to the best knowledge of
Triad, by any of the persons listed on Annex I hereto, during the
past 60 days.
(d) To the best knowledge of Triad, the right to receive and
the power to direct the receipt of dividends from, and the
proceeds from the sale of, the Shares subject to the Voting
Agreement are held by WCAS.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or Relationships With
-------------------------------------------------------------
Respect To Securities Of The Issuer.
------------------------------------
Other than the Merger Agreement and Voting Agreement and the
transactions contemplated thereby, there are no contracts,
arrangements, understandings or relationships between Triad and
any other person, or, to the
Page 4 of 8 Pages
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best knowledge of Triad, among any of the persons listed on
Annex I hereto and any other person, with respect to any Quorum
securities.
Item 7. Material To Be Filed As Exhibits.
---------------------------------
Exhibit 1 -- Agreement and Plan of Merger, dated as of
October 18, 2000, by and between Quorum Health
Group, Inc. and Triad Hospitals, Inc.
(Incorporated by reference to Exhibit 2.1 of the
Triad Hospitals, Inc. current report on Form 8-K,
dated October 20, 2000).
Exhibit 2 -- Voting Agreement, dated as of October 18,
2000, by and between Triad Hospitals, Inc. and
Welsh, Carson, Anderson & Stowe VIII, L.P.
(Incorporated by reference to Exhibit 10.1 of the
Triad Hospitals, Inc. current report on Form 8-K.
dated October 20. 2000).
Page 5 of 8 Pages
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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 26, 2000,
TRIAD HOSPITALS, INC.
By: /s/ Donald P. Fay
-------------------
Donald P. Fay
Executive Vice President,
Secretary and
General Counsel
Page 6 of 8 Pages
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ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name, present principal occupation and principal
business address of each director and executive officer of Triad. Unless
indicated otherwise, the present principal occupation of each director and
executive officer of Triad is a position with Triad. Directors are indicated by
an asterisk (*).
<TABLE>
<CAPTION>
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NAME PRESENT PRINCIPAL OCCUPATION PRINCIPAL BUSINESS
ADDRESS
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
James D. Shelton* Chairman of the Board, President and Triad Hospitals, Inc.
Chief Executive Officer. Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
Michael J. Parsons" Executive Vice President and Chief Triad Hospitals, Inc.
Operating Officer. Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
Burke W. Whitman Executive Vice President, Chief Triad Hospitals, Inc.
Financial Officer. Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
Donald P. Fay Executive Vice President, Secretary and General Triad Hospitals, Inc.
Counsel. Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
Christopher A. Holden Senior Vice President. Triad Hospitals, Inc.
Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
Nicholas J. Marzocco Senior Vice President. Triad Hospitals, Inc.
Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
G. Wayne McAlister Senior Vice President. Triad Hospitals, Inc.
Suite 2000
13455 Noel Road
Dallas, TX 75240
--------------------------------------------------------------------------------------------------------
W. Stephen Love Senior Vice President - Finance and Triad Hospitals, Inc.
Controller. Suite 2000
13455 Noel Road
Dallas, TX 75240
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</TABLE>
Page 7 of 8 Pages
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<TABLE>
<CAPTION>
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<S> <C> <C>
William R. Huston Senior Vice President - Finance. Triad Hospitals, Inc.
Suite 2000
13455 Noel Road
Dallas, TX 75240
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Uwe E. Reinhardt, James Madison Professor of Political Princeton University
Ph.D.* Economy and Professor of Economics and Robertson Hall
Public Affairs at Princeton University. Princeton, NJ 08544
--------------------------------------------------------------------------------------------------------
Marvin Runyon* Chairman of Runyon Group. Runyon Group
2100 West End Avenue
Suite 700
Nashville, TN 37203
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Gale Sayers* President and CEO of Sayers Group. Sayers Group
1150 Freehanville Drive
Mt. Prospect, IL 60056
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Thomas F. Frist, III* Partner at FS Partner. FS Partners
767 Fifth Avenue
50th Floor
New York, NY 10153
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Dale V. Kessler* Director of CellStar Corporation, Elcor Home address
Corporation, American Homestar 6708 Dart Brook
Corporation, New Milenium Homes, Dallas, TX 75240
Resource Services, Inc.
--------------------------------------------------------------------------------------------------------
Tom G. Loeffler* Senior partner and Chairman, Arter & Hadden, LLP
Governmental Affairs, at Arter & Hadden, One River Walk
LLP. Suite 800
San Antonio, TX 78205
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Barbara A. Durand, Dean and Professor of the Arizona State Arizona State University
R.N., Ed.D, FAAN* University College of Nursing. College of Nursing
Tempe, AZ 85297
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Donald B. Halverstadt, Chief of Pediatric Urology Service, 711 Stanton L. Young Blvd.
M.D.* Children's Hospital of Oklahoma, Oklahoma City, OK 73104
University of Oklahoma Health Science
Center.
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</TABLE>
Page 8 of 8 Pages
