8-K 1 g71506e8-k.txt PROVINCE HEALTHCARE COMPANY 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2001 (August 27, 2001) ------------------------------ PROVINCE HEALTHCARE COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-23639 62-1710772 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 105 WESTWOOD PLACE SUITE 400 BRENTWOOD, TENNESSEE 37027 (Address of Principal Executive Offices) (Zip Code) (615) 370-1377 (Registrant's Telephone Number, Including Area Code) 2 ITEM 5. OTHER EVENTS Effective August 24, 2001, Province Healthcare Company through a subsidiary entered into a definitive agreement to acquire substantially all of the assets of Vaughan Regional Medical Center (the "Hospital") in Selma, Alabama, from the Alabama nonprofit corporations Vaughan Regional Medical Center, Inc. and Vaughan Healthcare, Inc. The Hospital is a 125-bed general acute care facility with annualized revenues at May 31, 2001 of approximately $38.0 million. The purchase price for the Hospital under the agreement is approximately $28.0 million. It is anticipated that the acquisition will close on October 1, 2001, subject to customary closing conditions and regulatory approvals. Under the agreement, Province will acquire the Hospital through a newly-formed limited liability company ("LLC") subsidiary and will contribute to the LLC the assets used in connection with Selma Regional Medical Center, formerly known as Selma Baptist Hospital, a 214-bed general acute care facility located approximately four miles away, which Province acquired on July 2, 2001. Vaughan Regional Medical Center, Inc. will own a 1% membership interest in the LLC. Province currently owns or leases 16 general acute care hospitals in 11 states with a total of 1,733 licensed beds. Province also provides management services to 36 primarily non-urban hospitals in 13 states with a total of 2,981 licensed beds. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits 99.1 Copy of the press release, dated August 27, 2001, announcing that Province executed a definitive agreement to acquire substantially all of the assets and operations of Vaughan Regional Medical Center in Selma, Alabama and announcing that Province currently has three letters of intent outstanding. ITEM 9. REGULATION FD DISCLOSURE Province recently signed a letter of intent to acquire an additional acute care hospital, which brings the total number of letters of intent currently outstanding to three. Each letter of intent is non-binding on the parties to it and provides that the acquisition is subject to a number of conditions, including Province's completion of due diligence and the negotiation of a definitive acquisition agreement. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROVINCE HEALTHCARE COMPANY By: /s/ Brenda B. Rector --------------------------------- Brenda B. Rector Vice President and Controller Date: August 31, 2001