-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxjTv76e3Uc7ufQNLxFLz8dPfcwfZW70ttgLx7bU51b7CqPGoUR9764XRqP0gSAG X+8brBSwNjtJKK/uEcNj+Q== 0000950134-03-002206.txt : 20030212 0000950134-03-002206.hdr.sgml : 20030212 20030212142559 ACCESSION NUMBER: 0000950134-03-002206 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVINCE HEALTHCARE CO CENTRAL INDEX KEY: 0001044942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 621710772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55319 FILM NUMBER: 03553852 BUSINESS ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: STE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153701377 MAIL ADDRESS: STREET 1: 105 WESTPARK DR STREET 2: SUITE 180 CITY: BRENTWOOD STATE: TN ZIP: 37207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN MUTUAL LIFE INSURANCE CO CENTRAL INDEX KEY: 0000073076 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 390509570 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 720 E WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142992508 MAIL ADDRESS: STREET 1: 720 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13G 1 c74635esc13g.htm SCHEDULE 13G Province Healthcare Company
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

PROVINCE HEALTHCARE COMPANY

(Name of Issuer)

Common Stock

(Title of Class of Securities)

743977 10 0

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        x Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 (however, see the notes).

 

 

             
13G
CUSIP No. 743977 10 0
  1. Name of Reporting Person:
The Northwestern Mutual Life Insurance Company		 I.R.S. Identification Nos. of above persons (entities only):
39-0509570
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Wisconsin
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
3,059,376
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
3,059,376
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,059,376
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
  11.Percent of Class Represented by Amount in Row (9):
6.3%
  12.Type of Reporting Person (See Instructions):
IC

2

 

13G
       
Item 1.
  (a) Name of Issuer:
    Province Healthcare Company
  (b) Address of Issuer’s Principal Executive Offices:
    105 Westwood Place, Suite 400, Brentwood, TN 37027
 
Item 2.
  (a) Name of Person Filing:
    The Northwestern Mutual Life Insurance Company
  (b) Address of Principal Business Office or, if none, Residence:
    720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
  (c)Citizenship:
    Wisconsin
  (d) Title of Class of Securities:
    Common Stock
  (e) CUSIP Number:
    743977 10 0
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) x Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

3

 

13G
       
Item 4. Ownership.
  (a) Amount beneficially owned:
    3,059,376 shares. Of such amount, 1,384,702 shares (of which 221,276 shares may be acquired upon conversion of 4.25% Senior Subordinated Notes due 10/10/08) are owned directly by The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”). Northwestern Mutual may be deemed to be the indirect beneficial owner of the balance of such shares as follows: (i) 17,950 shares are owned by the Asset Allocation Portfolio, 857,650 shares are owned by the Aggressive Growth Stock Portfolio, and 367,125 shares are owned by the Small Cap Aggressive Growth Stock Portfolio of Northwestern Mutual Series Fund, Inc. (“Series Fund”), an affiliate of Northwestern Mutual and a registered investment company; (ii) 318,224 shares (of which 18,049 shares may be acquired upon conversion of 4.25% Senior Subordinated Notes due 10/10/08) are owned by The Northwestern Mutual Life Insurance Company Group Annuity Separate Account (“GASA”); (iii) 17,225 shares are owned by the Asset Allocation Fund, 48,575 shares are owned by the Aggressive Growth Stock Fund, and 23,900 shares are owned by the Small Cap Growth Stock Fund of Mason Street Funds, Inc. (“Mason Street Funds”), an affiliate of Northwestern Mutual and a registered investment company; (iv) 7,075 shares are owned by Northwestern Long Term Care Insurance Company (“Long Term Care”), a wholly owned subsidiary of Northwestern Mutual; and (v) 16,950 shares are owned by Northwestern Mutual Life Foundation, Inc. (the “Foundation”), the charitable arm of Northwestern Mutual. Mason Street Advisors, LLC, a wholly owned company of Northwestern Mutual and a registered investment advisor, serves as an investment advisor to Northwestern Mutual, Series Fund, GASA, Mason Street Funds, Long Term Care and the Foundation, and it shares voting and investment power with respect to all of the aforementioned holdings, excluding those shares attributable to the 4.25% Senior Subordinated Notes due 10/10/08. Mason Street Advisors, LLC’s principal place of business is 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202. It is organized under Delaware law. Northwestern Investment Management Company, LLC, a wholly owned company of Northwestern Mutual, also serves as an investment advisor to Northwestern Mutual and GASA and it shares voting and investment power with respect to the aforementioned shares attributable to the 4.25% Senior Subordinated Notes due 10/10/08. Northwestern Investment Management Company, LLC’s principal place of business is 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202. It is organized under Delaware law.
  (b) Percent of class:
    6.3%
  (c) Number of shares as to which the person has:
   
    (i) Sole power to vote or to direct the vote:
      0
    (ii) Shared power to vote or to direct the vote:
      3,059,376
    (iii) Sole power to dispose or to direct the disposition of:
      0
    (iv) Shared power to dispose or to direct the disposition of:
      3,059,376
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction: Dissolution of a group requires a response to this item.
 
 
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A
 
Item 8.Identification and Classification of Members of the Group.
 
N/A
 
Item 9.Notice of Dissolution of Group.
 
N/A

4

 

13G
       
Item 10.Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.
   
Date: February 12, 2003
   
Company Name(s):
 
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
   
By: /s/ Robert J. Berdan
Name: Robert J. Berdan
Title: Vice President, General Counsel and Secretary
   


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