Schedule 13D

-----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, WvCRVlmW8u7LIHEfpzHdH9MNI1SonEbcsYZRasI62bpb5BaSXenGlgz1L2wW1Ta/ Da9gEhBBAQenmI85ZfIV7w== 0000950144-07-010045.txt : 20071107 0000950144-07-010045.hdr.sgml : 20071107 20071107163249 ACCESSION NUMBER: 0000950144-07-010045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 GROUP MEMBERS: ANNE S. THOMPSON GROUP MEMBERS: BERGGRUEN HOLDINGS LTD. GROUP MEMBERS: MEDICI I INVESTMENTS CORP. GROUP MEMBERS: NICOLAS BERGGRUEN GROUP MEMBERS: PHILIP H. EASTMAN, III GROUP MEMBERS: RESURGENCE HEALTH GROUP, LLC GROUP MEMBERS: TARRAGONA TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNLINK HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-03600 FILM NUMBER: 071221920 BUSINESS ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: KRUG INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERGGRUEN HOLDINGS NORTH AMERICA LTD CENTRAL INDEX KEY: 0001346547 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: FORTY FIRST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123802230 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: FORTY FIRST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BERGGRUEN HOLDINGS NORTH AMERICA LTD. DATE OF NAME CHANGE: 20061229 FORMER COMPANY: FORMER CONFORMED NAME: Alexander Enterprise Holdings Corp. DATE OF NAME CHANGE: 20051209 SC 13D 1 g10416sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
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. ____)*

SunLink Health Systems, Inc.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

86737U102

(CUSIP Number)

Jared S. Bluestein
Berggruen Holdings North America Ltd.
1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(212) 380-2235

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

-with a copy to-

Clifford E. Neimeth, Esq.

Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, NY 10166

(212) 801-9200

November 7, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box þ.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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).

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Berggruen Holdings North America Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Medici I Investments Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Berggruen Holdings Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Tarragona Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Nicolas Berggruen

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

704,039 (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

704,039 (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Resurgence Health Group, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Georgia, United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Phillip H. Eastman, III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

100 (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

100 (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

SCHEDULE 13D


CUSIP No.		86737U102

NAME OF REPORTING PERSONS

Anne S. Thompson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

-0- (See Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

-0- (See Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (See Item 5)

WITH

SHARED DISPOSITIVE POWER

-0- (See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,139 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

TYPE OF REPORTING PERSON (See Instructions)

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Materials to be Filed as Exhibits
SIGNATURE
Ex-99.1 Joint Filing Agreement
Ex-99.2 Limited Power of Attorney
Ex-99.3 Limited Power of Attorney
Ex-99.4 Letter dated November 7, 2007

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, without par value (the “Common Stock”), of SunLink Health Systems, Inc., an Ohio corporation (the “Issuer”). The principal executive offices of the Issuer are located at 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339.

Item 2. Identity and Background.

(a)-(c) This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Berggruen Holdings North America Ltd., a British Virgin Islands (“BVI”) business company (“BHNA”), Medici I Investments Corp., a BVI business company (“Medici”), Berggruen Holdings Ltd., a BVI business company (“Berggruen Holdings”), Tarragona Trust, a BVI trust (“Tarragona”), Nicolas Berggruen, a United States citizen (“Berggruen” and, collectively with BHNA, Medici, Berggruen Holdings and Tarragona, the “Berggruen Parties”), Resurgence Health Group, LLC, a Georgia limited liability company (“Resurgence”), Phillip H. Eastman, a United States citizen (“Eastman”), and Anne S. Thompson, a United States citizen (“Thompson” and, collectively with Resurgence and Eastman, the “Resurgence Parties”). Each of the Berggruen Parties and the Resurgence Parties is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Certain of the Berggruen Parties previously filed with the Commission a Schedule 13G with respect to 482,740 shares of Common Stock on January 3, 2007 pursuant to Rule 13d-1(c) under the Exchange Act. As of such date, such 482,740 shares of Common Stock represented approximately 6.6% of the Issuer’s outstanding Common Stock (based on the number of shares of Common Stock reported by the Issuer to be outstanding in the Issuer’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2006). This Statement is being filed to report the formation of a group by the Berggruen Parties and the Resurgence Parties and a change in the investment intent of the Berggruen Parties.

The Reporting Persons have formed a “group” with respect to the Common Stock within the meaning of Rule 13d-5(b)(1) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own all shares of Common Stock that may be beneficially owned by the members of the group as a whole. Accordingly, in the aggregate, the Reporting Persons may be deemed to own beneficially 704,139 shares of Common Stock, constituting approximately 9.4% of the outstanding shares of Common Stock (based on the total number of shares of Common Stock reported by the Issuer to be outstanding in the Issuer’s Annual Report on Form 10-K for its fiscal year ended June 30, 2007, as filed with the Commission on September 25, 2007). The filing of this Statement and any future amendments by the Reporting Persons, and the inclusion of information herein and therein, shall not be considered an admission that any of such persons, for the purpose of Section 13(d) of the Exchange Act, or otherwise, is the beneficial owner of any shares of Common Stock in which such person does not have a pecuniary interest. Furthermore, the Berggruen Parties, Resurgence and Thompson specifically disclaim beneficial ownership of the shares of Common Stock owned

by Eastman, and the Resurgence Parties specifically disclaim beneficial ownership of the shares of Common Stock owned by the Berggruen Parties.

BHNA is a direct, wholly owned subsidiary of Medici, which is a direct, wholly owned subsidiary of Berggruen Holdings. All of the outstanding capital stock of Berggruen Holdings are owned by Tarragona. The trustee of Tarragona is Maitland Trustees Limited, a BVI corporation acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the Issuer. Berggruen is a director of Berggruen Holdings.

The principal business activity of each of BHNA, Medici and Berggruen Holdings is that of a private investment company investing internationally in an extensive range of asset classes on an opportunistic basis, including direct private equity, stocks and bonds, hedge funds, private equity funds, and real estate. Berggruen is the founder and president of Berggruen Holdings. The principal business activity of Tarragona is that of a private investment trust formed to own all of the outstanding capital stock of Berggruen Holdings.

The principal business address of BHNA, Medici and Berggruen Holdings is 1114 Avenue of the Americas, 41^st Floor, New York, New York 10036. The principal business address of Berggruen is 9-11 Grosvenor Gardens, London, SW1W OBD, United Kingdom. The principal business address of Tarragona is 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands.

Certain information with respect to the executive officers and directors of the Berggruen Parties, if applicable, is set forth on Schedule I attached hereto.

Eastman and Thompson together indirectly own 100% of Resurgence through intermediary entities. Resurgence is wholly owned by its members, Eastman Ventures, LLLP, a Georgia limited liability limited partnership, and HealthTerms, LLC, a Georgia limited liability company. Eastman owns, directly or indirectly, 100% of the partnership interests in Eastman Ventures, LLLP, and Thompson owns 100% of the membership interests of HealthTerms, LLC.

Resurgence’s principal business activity is to acquire and operate hospitals. Eastman’s principal occupation is chief executive officer of Resurgence, and Thompson’s principal occupation is chief operating officer of Resurgence.

The principal business address of Resurgence, Eastman, and Thompson is 1400 Buford Highway, Building R-3, Sugar Hill, Georgia 30518.

Certain information with respect to the executive officers and managers of Resurgence is set forth on Schedule I attached hereto.

(d) - (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f) Each of the individuals listed on Schedule I attached hereto is a citizen of the United States, except as otherwise noted.

Item 3. Source and Amount of Funds or Other Consideration.

The Berggruen Parties are all affiliated with Berggruen Holdings, a private investment company investing internationally in an extensive range of asset classes. The aggregate purchase price of the 704,039 shares of Common Stock beneficially owned by the Berggruen Parties (which are owned directly by BHNA) is approximately $5,968,917. The shares of Common Stock beneficially owned by the Berggruen Parties were purchased with investment capital contributed by Tarragona.

The aggregate purchase price of the 100 shares of Common Stock beneficially owned by Eastman is approximately $615. The shares of Common Stock beneficially owned by Eastman were purchased with Eastman’s personal funds.

Item 4. Purpose of Transaction.

Except as set forth below, the Berggruen Parties acquired the shares of Common Stock for which this Statement relates for investment in the ordinary course of business. The shares of Common Stock beneficially owned by Eastman were acquired with a view toward Resurgence’s acquisition of the Issuer. The Reporting Persons believe that the shares of Common Stock at current market prices when acquired were undervalued and represent an attractive investment opportunity.

On November 7, 2007, Resurgence and its financial partner, Berggruen Holdings, submitted to the Issuer a written proposal to acquire the Issuer through a statutory cash merger in which the holders of the outstanding shares of Common Stock would receive $7.50 in cash for each outstanding share of Common Stock held of record on the date the merger becomes effective (the “Proposal”). The Proposal states that Berggruen Holdings and/or one or more of its affiliates would provide the financing in connection with the Proposal. Each of the Reporting Persons intends to participate in the Proposal.

Other than as set forth herein and in the Proposal and as would result from the transactions contemplated by the Proposal, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters referred to in clauses (a)

through (j) of Item 4 of Schedule 13D.

No assurances can be given that any agreement with the Issuer relating to the Proposal will be entered into or that the transactions contemplated by the Proposal will be consummated. The Proposal provides that, except with respect to certain fee reimbursement provisions contained in the Proposal, no binding obligation shall arise with respect to the Proposal unless and until mutually acceptable definitive transaction documentation has been executed and delivered.

The information set forth in response to this Item 4 is qualified in its entirety by reference to the Proposal, a copy of which is filed with this Statement as Exhibit 4 and is incorporated herein in its entirety by reference.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 7,514,784 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported by the Issuer in the Issuer’s Annual Report on Form 10-K for its fiscal year ended June 30, 2007, as filed with the Commission on September 25, 2007.

As of November 7, 2007, BHNA directly beneficially owned 704,039 shares of Common Stock, constituting approximately 9.4% of the outstanding Common Stock. By virtue of their relationships with BHNA discussed in Item 2 above, each of Medici, Berggruen Holdings, Tarragona and Berggruen may be deemed to beneficially own the 704,039 shares of Common Stock directly beneficially owned by BHNA.

As of November 7, 2007, Eastman beneficially owned 100 shares of Common Stock, constituting less than 1% of the outstanding Common Stock.

The Reporting Persons have formed a “group” with respect to the Common Stock within the meaning of Rule 13d-5(b)(1) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own all shares of Common Stock that may be beneficially owned by the members of the group as a whole. Accordingly, in the aggregate, the Reporting Persons may be deemed to own beneficially 704,139 shares of Common Stock, constituting approximately 9.4% of the outstanding shares of Common Stock. The filing of this Statement and any future amendments by the Reporting Persons, and the inclusion of information herein and therein, shall not be considered an admission that any of such persons, for the purpose of Section 13(d) of the Exchange Act, or otherwise, is the beneficial owner of any shares of Common Stock in which such person does not have a pecuniary interest. Furthermore, the Berggruen Parties, Resurgence and Thompson specifically disclaim beneficial ownership of the shares of Common Stock owned by Eastman, and the Resurgence Parties specifically disclaim beneficial ownership of the shares of Common Stock owned by the Berggruen Parties.

(b) By virtue of their relationships discussed in Item 2 above, each of BHNA, Medici, Berggruen Holdings, Tarragona and Berggruen has shared power to vote and dispose of the shares of Common Stock directly beneficially owned by BHNA.

Eastman has sole power to vote and dispose of the shares of Common Stock that he directly beneficially owns. Eastman does not have power, shared or otherwise, to vote or dispose of or direct the vote or disposition of any other shares of Common Stock. Resurgence and Thompson do not have sole or shared power to vote or dispose of (or direct the vote or disposition of) any shares of Common Stock.

(c) There were no transactions in the Common Stock by the Reporting Persons or any person named in Schedule I annexed hereto during the past 60 days, except that Eastman purchased 100 shares of Common Stock on October 16, 2007 at a price of $6.15 per share for a total of $615. Such purchase was made in the open market on the American Stock Exchange through a broker.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e) Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosures contained in Items 4 and 5 of this Statement are incorporated herein in their entirety by reference.

Each of the Reporting Persons is a party to a Joint Filing Agreement, dated November 7, 2007 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements thereto with the Commission. A copy of the Joint Filing Agreement is filed with this Statement as Exhibit 1 and is incorporated herein in its entirety by reference.

The Reporting Persons have agreed in principle to act as a group in connection with the actions described in Item 4 above. This arrangement is not the subject of a written agreement among the Reporting Persons and may be modified or terminated at any time at the sole discretion of the Reporting Persons.

Except as otherwise set forth herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Statement, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.


Schedule I		Certain information with respect to the executive officers and directors of the Berggruen Parties and the executive officers and managers of Resurgence.


Exhibit 1		Joint Filing Agreement among the Reporting Persons, dated November 7, 2007.


Exhibit 2		Limited Power of Attorney, dated June 23, 2006, given by Maitland Trustees Limited, as trustee of the Tarragona Trust, to Jared Bluestein.


Exhibit 3		Limited Power of Attorney, dated August 10, 2007, given by Nicolas Berggruen to Jared Bluestein.


Exhibit 4		Letter dated November 7, 2007 from Resurgence Health Group, LLC to the Issuer.

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: November 7, 2007


	Berggruen Holdings North America Ltd.
	By:	/S/ Jared S. Bluestein
	Name:	Jared S. Bluestein
	Title:	Director


	Medici I Investments Corp.
	By:	/S/ Jared S. Bluestein
	Name:	Jared S. Bluestein
	Title:	Director

	Berggruen Holdings Ltd.
	By:	/S/ Jared S. Bluestein
	Name:	Jared S. Bluestein
	Title:	Director

	Tarragona Trust By: Maitland Trustees Limited, as Trustee
	By:	/S/ Jared S. Bluestein
	Name:	Jared S. Bluestein
	Title:	Authorized Signatory


	*
	Nicolas Berggruen


	Resurgence Health Group, LLC
	By:	/s/ Phillip H. Eastman, III
	Name:	Phillip H. Eastman, III
	Title:	Chief Executive Officer


	/s/ Phillip H. Eastman, III
	Phillip H. Eastman, III



	/s/ Anne S. Thompson
	Anne S. Thompson


*		The undersigned, by signing his name hereto, does sign and execute this Schedule 13D pursuant to the Limited Power of Attorney executed by Nicolas Berggruen.



Dated: November 7, 2007	*By:	/s/ Jared S. Bluestein, Attorney in Fact
		Jared S. Bluestein

SCHEDULE I

Berggruen Holdings North America Ltd.

Set forth below is the name and business address of each director of Berggruen Holdings North America Ltd. There are no executive officers of Berggruen Holdings North America Ltd. Each such person is a citizen of the United States of America, except for Mr. Cook who is a citizen of Great Britain.


Name	Title	Address
Nicolas Berggruen	Director	9-11 Grosvenor Gardens London, SW1W OBD United Kingdom

Jared Bluestein	Director	1114 Avenue of the Americas 41st Floor New York, NY 10036

Graham Cook	Director	Mill Mall PO Box 964 Road Town, Tortola British Virgin Islands

Medici I Investments Corp.

Set forth below is the name and business address of each director of Medici I Investments Corp. There are no executive officers of Medici I Investments Corp. Each such person is a citizen of the United States of America, except for Mr. Cook who is a citizen of Great Britain.


Name	Title	Address
Nicolas Berggruen	Director	9-11 Grosvenor Gardens London, SW1W OBD United Kingdom

Jared Bluestein	Director	1114 Avenue of the Americas 41st Floor New York, NY 10036

Graham Cook	Director	Mill Mall PO Box 964 Road Town, Tortola British Virgin Islands

Berggruen Holdings Ltd.

Set forth below is the name and business address of each director of Berggruen Holdings Ltd. There are no executive officers of Berggruen Holdings Ltd. Each such person is a citizen of the United States of America, except for Mr. Cook who is a citizen of Great Britain.


Name	Title	Address
Nicolas Berggruen	Director	9-11 Grosvenor Gardens London, SW1W OBD United Kingdom

Jared Bluestein	Director	1114 Avenue of the Americas 41st Floor New York, NY 10036

Graham Cook	Director	Mill Mall PO Box 964 Road Town, Tortola British Virgin Islands

Resurgence Health Group, LLC

Set forth below is the name, title and business address of each executive officer and manager of Resurgence Health Group, LLC. Each executive officer and manager is a United States citizen.


Name	Title	Address
Phillip H. Eastman, III	Manager & Chief Executive Officer	1400 Buford Highway Building R-3 Sugar Hill, Georgia 30518

Anne S. Thompson	Manager & Chief Operating Officer	1400 Buford Highway Building R-3 Sugar Hill, Georgia 30518

EX-99.1 2 g10416exv99w1.htm EX-99.1 JOINT FILING AGREEMENT Ex-99.1 Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated November 7, 2007 (including amendments thereto) with respect to the Common Stock of SunLink Health Systems, Inc. Each party to the Schedule 13D (including amendments thereto) is responsible for the accuracy and completeness of the information that it provides or should have been provided for inclusion in the Schedule 13D and each party (the “Indemnifying Party”) agrees to indemnify and hold the other parties harmless from and against: (i) any out-of-pocket expenses (such as reasonable fees and disbursements of counsel, fines, penalties and the like) actually paid by such other party and (ii) any actual damages or out-of-pocket expenses (including reasonable attorneys fees and disbursements of counsel) incurred by such other party resulting from claims asserted by third parties or governmental agencies, in each case as a result of any inaccuracy or lack of completeness of the information provided or that should have been provided by the Indemnifying Party or any failure to make any filing under circumstances in which the Indemnifying Party failed to provide the information that gives rise to the requirement of any party to file a Schedule 13D amendment or any other schedule, notice, report or application pursuant to applicable law. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.


Dated: November 7, 2007	Berggruen Acquisition Holdings Ltd.

	By: Name: Title:	/S/ Jared S. Bluestein Jared S. Bluestein Secretary

	Berggruen Holdings North America Ltd.

	By:	/S/ Jared S. Bluestein

	Name: Title:	Jared S. Bluestein Director

	Medici I Investments Corp.

	By:	/S/ Jared S. Bluestein

	Name: Title:	Jared S. Bluestein Director

	Berggruen Holdings Ltd.

	By:	/S/ Jared S. Bluestein

	Name: Title:	Jared S. Bluestein Director


		Tarragona Trust

		By: Maitland Trustees Limited, as Trustee

		By:		/S/ Jared S. Bluestein
		Name: Title:		Jared S. Bluestein Authorized Signatory

		*

		Nicolas Berggruen

		Resurgence Health Group, LLC

		By:		/s/ Phillip H. Eastman, III

		Name: Title:		Phillip H. Eastman, III Chief Executive Officer

		/s/ Phillip H. Eastman, III

		Phillip H. Eastman, III

		/s/ Anne S. Thompson

		Anne S. Thompson


*		The undersigned, by signing his name hereto, does sign and execute this Joint Filing Agreement pursuant to the Limited Power of Attorney executed by Nicolas Berggruen.



Dated: November 7, 2007	*By:	/s/ Jared S. Bluestein, Attorney in Fact

		Jared S. Bluestein

EX-99.2 3 g10416exv99w2.htm EX-99.2 LIMITED POWER OF ATTORNEY Ex-99.2 Limited Power of Attorney

EXHIBIT 2

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Maitland Trustees Limited, a trust company licensed under the British Virgin Islands Banks and Trust Companies Act 1990, having its registered address at 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands, in its capacity as Trustee, of the Tarragona Trust, a trust established under the laws of the British Virgin Islands (the “Trustee” and the “Trust” respectively), hereby appoints Jared Bluestein as the true and lawful Attorney-in-Fact of the Trustee (the “Attorney-in-Fact”), to act for and on behalf of and in the name, place and stead of the Trustee and only on the specific advice of USA legal counsel:

	(i)		to prepare, execute and file, for and on behalf of the Trustee, in its capacity as trustee of the Tarragona Trust, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 (or any successor schedules or forms adopted under the Exchange Act) and any amendments to any of the foregoing (collectively, the “Exchange Act Filings”);

	(ii)		to do and perform any and all acts and take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the Trustee, it being understood that the documents executed by the Attorney-in-Fact on behalf of the Trustee, in its capacity as trustee of the Tarragona Trust, pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Trustee might or could do if personally present, hereby ratifying and confirming all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

The Attorney-in-Fact shall have no power of substitution and shall be obliged to furnish the Trustee with copies (which may be provided via electronic mail to the Trustee’s designee) of each and every document prepared, executed and filed under this power of attorney prior to or simultaneously with such filing.

This Limited Power of Attorney will remain effective until revoked by the Trustee.

This Limited Power of Attorney shall be governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any principles of conflicts of laws.

IN WITNESS WHEREOF, the Trustee has caused its name to be hereto signed as a deed and these presents to be acknowledged by its duly elected and authorized officer this 23^rd day of June 2006.


Executed as a deed by		)


Maitland Trustees Limited		)

Acting by:	/S/ Rory Charles Kerr	)


Director:	Rory Charles Kerr	)


Director/ Secretary:	/S/ Lucy Woolwough	)


In the presence of:		)


Witness 1:	/S/ Olivia Henry	)

Name and title	Miss Olivia Mary Henry	)


Witness 2:	/S/ Hermanus Roelof Willem Troskie	)


Name and title	Hermanus Roelof Willem Troskie	)


WITNESS my hand and official seal.

	/S/ Colin Charles Bird	)

Notary Public

EX-99.3 4 g10416exv99w3.htm EX-99.3 LIMITED POWER OF ATTORNEY Ex-99.3 Limited Power of Attorney

EXHIBIT 3

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jared S. Bluestein as his true and lawful Attorney-in-Fact (the “Attorney-in-Fact”), to act for and on, his behalf and in the name, place and stead of the undersigned:

	(i)		to prepare, execute and file, for and on behalf of the undersigned, directly or indirectly, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 (or any successor schedules or forms adopted under the Exchange Act) and any amendments to any of the foregoing (collectively, the “Exchange Act Filings”);

	(ii)		to do and perform any and all acts and take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned, pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion; and

	(iii)		take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

This Limited Power of Attorney will remain effective until revoked by the undersigned.

This Limited Power of Attorney shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of laws.

IN WITNESS WHEREOF, the undersigned has caused his name to be hereto signed this 23 day of October 2007.

By: /s/ Nicolas Berggruen
Name: Nicolas Berggruen

WITNESS:


By:	/s/ Rebecca Ortega	By:	/s/ Rama Raju

Name:	Rebecca Ortega	Name:	Rama Raju


STATE OF NEW YORK		)
	) ss.:
COUNTY OF NEW YORK		)

On the 23^rd day of October, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared Nicolas Berggruen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed within the instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.



	/s/ Alice T. Vokshi
	Alice T. Vokshi
	Notary Public

EX-99.4 5 g10416exv99w4.htm EX-99.4 LETTER DATED NOVEMBER 7, 2007 Ex-99.4 Letter dated November 7, 2007

EXHIBIT 4

RESURGENCE HEALTH GROUP, LLC
1400 Buford Highway
Building R-3
Sugar Hill, Georgia 30518

November 7, 2007

VIA HAND DELIVERY AND EMAIL

Mr. Robert M. Thornton, Jr.
Chief Executive Officer
SunLink Health Systems, Inc.
900 Circle 75 Parkway, Suite 1120
Atlanta, Georgia 30339

Re: Offer for SunLink Health Systems, Inc.

Dear Mr. Thornton:

Resurgence Health Group, LLC and/or one or more of its subsidiaries (collectively, “RHG”) is pleased to submit this proposal to acquire SunLink Health Systems, Inc. (the “Company”), by means of a statutory cash merger transaction in which all the holders of the outstanding shares of the Company’s common stock, no par value (the “Common Stock”), would receive $7.50 per share in cash for each outstanding share of Common Stock held of record by them on the effective date of the merger (the “Offer”). Berggruen Holdings, Ltd. and/or one or more of its affiliates (collectively, “BH”) is prepared to provide the financing for the Offer (the “Transaction”). Although as aforementioned, we would expect the transaction structure to involve a single-step, statutory merger, we are willing to discuss with you alternative transaction structures which you may deem to be in the best interests of your stockholders and which would be the most expeditious in consummating the Transaction.

In addition to the Common Stock consideration, which represents an approximately 26% premium over yesterday’s closing sale price, the Transaction would, to the extent deemed necessary by RHG, include at closing: our repayment of all principal and interest on borrowings outstanding under the Company’s bank credit facilities, the accelerated vesting and full cash settlement of all in-the-money options and warrants for Common Stock outstanding at the date hereof at the spread between the Offer price and the exercise price per share, and honoring the terms of all management change-in-control agreements in effect on the date hereof.

We intend to offer employment to a substantial percentage of the Company’s current employees. In that regard, at the earliest opportunity we would like to discuss with the Company’s senior management transition and post-closing integration matters. We will not include as a closing condition in the definitive Transaction documentation the employment or retention of any Company employees. With respect to the Company’s employees generally, we

expect to maintain and/or replace on substantially similar economic terms all existing Company benefit plans and welfare programs.

RHG, a privately held company that was formed in 1999, was organized to acquire and operate rural and other small hospitals, and currently operates three facilities. Furthermore, three of the most senior members of RHG’s corporate staff have master’s degrees in hospital or healthcare administration. All such persons have significant work experience in the hospital and acute healthcare sector. The CEO and COO of RHG have worked together in such operations for 15 years. RHG is headquartered in metropolitan Atlanta, Georgia with hospital operations in Georgia and Alabama.

BH is a private company investing internationally in an extensive range of asset classes, including direct private equity, real estate and public market securities. With assets in excess of US$ 1 billion and portfolio companies in the US and Europe, BH has primary offices in New York, Los Angeles and London. BH has informed us that it presently has available cash on hand, banking relationships and borrowing capacity sufficient to pay the entire cash consideration required by the Transaction as described in this Offer, as well as all related Transaction fees, costs and expenses.

This Offer is subject to our satisfaction with the results of our financial, legal and business due diligence investigation of the Company and the negotiation and execution of definitive Transaction documentation, which our counsel will begin preparing promptly after your acceptance hereof for distribution to you and your counsel after completion of the initial phase of our due diligence investigation. Except with respect to the fee reimbursement described in the paragraph immediately below, until definitive Transaction documentation has been entered into, this Offer does not create any legally binding obligation or any agreement or agreement to agree among RHG, BH, or the Company.

If we are unable after good faith negotiations to reach a definitive agreement by December 15, 2007, you agree to reimburse our fees and expenses (including fees and expenses of our professional advisors) incurred by us in connection with our due diligence investigation of the Company and the preparation and negotiation of transaction documentation, up to a maximum of $500,000. We expect to complete our due diligence investigation (including, limited inspections, contracts reviews, review of management’s projections and underlying assumptions, audit work paper and internal control and corporate governance reviews, regulatory compliance assessments, management employment negotiations, and healthcare and general regulatory compliance) by an outside date of December 15, 2007. Absent anything of a materially adverse nature discovered in the course of our due diligence, our Offer price set forth herein is firm.

Please note that this Offer is subject to there being no changes to the Company’s fully diluted equity capitalization or indebtedness as it exists on the date hereof and there being no changes to the nature of the Company’s operations, business segments or to any executive employment, severance or “change-in-control” arrangements and agreements in effect of the date hereof.

We appreciate that you will need to carefully review this Offer with the Company’s directors and senior management. If it would best facilitate the Company’s and its directors’ decisional process, we would welcome an in-person principals’ meeting with you, the directors and members of the Company’s senior management team.

The definitive agreements will include customary representations, warranties, operating covenants, conditions, and deal protection provisions, including customary voting support agreements, expense reimbursement and a break-up fee to be paid in the event that the Company terminates the definitive agreement as a result of certain trigger events, primarily relating to such party accepting or discussing with a competing or alternative third party a transaction, and other requisite covenants of the Company to help ensure our consummation certainty, but subject to a customary “fiduciary out”.

In the interim, should you have any questions regarding this Offer, please do not hesitate to contact me at 770-904-6731, or Jared Bluestein of BH at 212-380-2235. In addition, your senior management and professional advisors should feel free to liaise directly with either our M&A counsel, Charles Ganz of Sutherland Asbill & Brennan, at 404-853-8125 or BH’s M&A counsel, Clifford E. Neimeth of Greenberg Traurig, LLP, at 212-801-9383.

We are committed to executing this Transaction as expeditiously as practicable and sincerely look forward to working with you and the Company. If the foregoing is acceptable to you, please execute this letter in the space provided below to acknowledge your agreement therewith.


		Very truly yours,

		RESURGENCE HEALTH GROUP, LLC

		By:		/s/ Philip H. Eastman, III
		Name: Philip H. Eastman, III
		Title: Chief Executive Officer

Agreed and accepted as aforesaid:
SUNLINK HEALTH SYSTEMS, INC.


By:

		Name:
		Title:


		cc:		Dr. Steven J. Baileys
				Ms. Karen B. Brenner
				Mr. Howard E. Turner
				Mr. C. Michael Ford
				Mr. Gene E. Burleson
				Mr. Michael W. Hall
				Mr. Christopher H.B. Mills

-----END PRIVACY-ENHANCED MESSAGE-----

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