COMMUNITY HEALTH SYSTEMS, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 19, 2006 (January 17, 2006)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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001-15925
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13-3893191 |
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
7100
Commerce Way, Suite 100
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrants telephone number, including area code:
(615) 465-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (l7 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM
8.01. Other Events.
On December 15, 2005, Community Health Systems, Inc. (the Company) called for redemption all of
its remaining outstanding 4.25% Convertible Subordinated Notes due 2008 (the Notes). As of that
date, there was $136,624,000 million in aggregate principal amount of the Notes outstanding. The
redemption price was $1,018.21 per $1,000 principal amount of the Notes, plus accrued and unpaid
interest to the redemption date, which was January 17, 2006. The Notes were issued and the
redemption was effected pursuant to the provisions of the Indenture, dated as of October 15, 2001,
between the Company and Wachovia Bank, National Association, as successor trustee to First Union
National Bank (the Trustee).
The Notes called for redemption were convertible by the holders at any time before the close of
business on the business day prior to the redemption date, which was January 13, 2006. Each $1,000
principal amount of the Notes was convertible into 29.8507 shares of the Companys common stock,
$.01 par value per share, which is a conversion price of $33.50 per share.
At the conclusion of the call for redemption, $126,000 in principal amount of the Notes were
redeemed. Prior to the redemption date, $136,498,000 of the Notes were converted by the holders
into 4,074,510 shares of the Companys common stock, $.01 par value per share.
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 thereunto duly authorized.
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Date: January 19, 2006 |
COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
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By: |
/s/ W. Larry Cash
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W. Larry Cash |
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Executive Vice President, Chief Financial Officer
and Director
(principal financial officer) |
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