LifePoint Hospitals, Inc.
Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-128279
PROSPECTUS SUPPLEMENT NO. 4
(TO PROSPECTUS DATED OCTOBER 20, 2005,
AS SUPPLEMENTED DECEMBER 1, 2005, JANUARY 13, 2006 AND
MARCH 1, 2006)
LIFEPOINT HOSPITALS, INC.
$225,000,000
3.25% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2025
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
This prospectus supplement relates to resales by the selling
securityholders of 3.25% Convertible Senior Subordinated
Debentures due 2025 and the common stock issuable upon
conversion of the Debentures (including preferred stock purchase
rights attached to the common stock under our stockholder rights
plan). We will not receive any proceeds from the offering of
these securities by the selling securityholders.
This prospectus supplement should be read in conjunction with,
and may not be delivered or utilized without, our prospectus
dated October 20, 2005 and our prospectus supplements dated
December 1, 2005, January 13, 2006 and March 1,
2006.
Investing in these securities involves risks. You should
carefully review the discussion under the
heading Risk Factors beginning on page 10 of
the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus supplement is May 4, 2006
The information in the table appearing under the heading
Selling Securityholders in the prospectus is amended
by adding the information below with respect to securityholders
not previously listed in the prospectus or in any amendments or
supplements thereto and superseding the information with respect
to securityholders previously listed in the prospectus or any
amendments or supplements thereto.
SELLING SECURITYHOLDERS
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Principal Amount of Debentures at | |
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Maturity | |
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Number of Shares of Common Stock | |
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Principal Amount of | |
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Debentures | |
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Percentage of | |
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Beneficially Owned | |
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Percentage of | |
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Number of Shares of | |
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Outstanding Shares | |
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and That May be | |
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Debentures | |
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Common Stock That | |
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of Common | |
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Sold | |
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Outstanding | |
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May be Sold (1) | |
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Stock(2) | |
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CNH CA Master Account, L.P.
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12,000,000 |
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5.3 |
% |
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196,014.0 |
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* |
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SG Americas Securities, LLC(3)
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150,000 |
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* |
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2,450.2 |
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* |
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(1) |
The number of shares of our common stock issuable upon
conversion of the Debentures assumes a selling securityholder
would receive the maximum number of shares of common stock
issuable in connection with the conversion of the full amount of
Debentures held by such selling securityholder at the initial
conversion rate of 16.3345 shares of our common stock per
$1,000 in principal amount of the Debentures. Because we will
pay cash in lieu of fractional shares upon conversion in
accordance with the indenture, the total number of shares of
common stock that may be sold as presented in this table may
exceed the sum of the shares that each of the selling
securityholders will hold upon conversion. The conversion rate
and the number of shares issuable upon conversion of the
Debentures may adjust under circumstances described under
Description of Debentures Conversion
Rights Conversion Rate Adjustments.
Accordingly, the maximum number of shares of our common stock
issuable upon conversion of the Debentures may increase or
decrease from time to time. |
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(2) |
Calculated based on 57,487,946 shares of common stock
outstanding on March 31, 2006. In calculating this amount
for each holder, we treated as outstanding the number of common
shares issuable upon conversion of all of the holders
debentures, but we did not assume conversion of any other
holders debentures and we included any shares reported by
the selling securityholder as being beneficially owned by such
holder in addition to the registrable shares. |
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(3) |
Selling securityholder is a broker-dealer and therefore an
underwriter (based on information provided to us by the selling
securityholder). |
The information appearing under the heading Incorporation
by Reference in the prospectus is amended by adding the
following document as specifically incorporated by reference:
INCORPORATION BY REFERENCE
Current Report on
Form 8-K dated
June 10, 2005.
You should rely only on the information contained in or
incorporated by reference into this prospectus. We have not
authorized anyone to provide you with different information, and
you should not rely on any such information. The securities
covered by this prospectus are not offered in any jurisdiction
where offers to sell, or solicitations of offers to purchase,
such securities are unlawful. You should not assume that the
information in this prospectus, and the documents incorporated
by reference herein, is accurate as of any date other than their
respective dates. Our business, financial condition, results of
operations and prospects may have changed since such dates.
LIFEPOINT HOSPITALS, INC.
3.25% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2025
AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
PROSPECTUS SUPPLEMENT NO. 4
(TO PROSPECTUS DATED OCTOBER 20, 2005,
AS SUPPLEMENTED DECEMBER 1, 2005, JANUARY 13, 2006 AND
MARCH 1, 2006)
May 4, 2006