Form 8-K

 

 

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

Date of Report (date of earliest event reported): May 6, 2016

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15925   13-3893191

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

As previously disclosed, on April 29, 2016, Community Health Systems, Inc. (the “Company”) completed the spin-off of Quorum Health Corporation (“QHC”) through the distribution of 100% of the outstanding common stock, par value $.0001 per share, of QHC, to Company stockholders (the “Spin-Off”). As a result of the Spin-Off, a pension plan sponsored by a subsidiary of the Company experienced a change in contributing sponsor or controlled group, which is a “reportable event” pursuant to section 4043(c) of the Employee Retirement Income Protection Act of 1974, as amended (“ERISA”) requiring notice to the Pension Benefit Guaranty Corporation (“PBGC”). As permitted by applicable regulations of the PBGC, specifically, 29 CFR § 4043.29, the Company is filing this Current Report on Form 8-K in order to satisfy the public company notice waiver with respect to the reportable event. Pursuant to PGBC guidance, set forth below is the information required by the PBGC in order to satisfy the public company notice waiver.

 

    Plan Name: CHS/Community Health Systems, Inc. Retirement Income Plan (the “Plan”)

 

    Brief description of the pertinent facts relating to the event: In connection with the Spin-Off, the Company and QHC entered into a separation and distribution agreement on April 29, 2016, pursuant to which several entities ceased to be subsidiaries of the Company and CHS/Community Health Systems, Inc., a direct subsidiary of the Company and sponsor of the Plan, and became subsidiaries solely of QHC.

 

    Date of the event: April 29, 2016

 

    Type of event: Change in contributing sponsor or controlled group

 

    Description of the change in the plan’s controlled group structure: As a result of the Spin-Off, the entities listed below under “QHC Controlled Group” are no longer members of the Company’s controlled group and are now members of the QHC controlled group.

 

    Name of each plan maintained by any member of the plan’s old and new controlled groups, its contributing sponsor(s) and EIN/PN: Before the Spin-Off, the following defined benefit pension plans were sponsored by members of the Company’s controlled group:

 

  1. CHS/Community Health Systems, Inc. Retirement Income Plan

Contributing Sponsor: CHS/Community Health Systems, Inc.

EIN: 76-0137985

PN: 003

 

  2. Watsonville Community Hospital Cash Balance Pension Plan

Contributing Sponsor: Watsonville Hospital Corporation

EIN: 91-1894113

PN: 007

The Watsonville Community Hospital Cash Balance Pension Plan continues to be sponsored by Watsonville Hospital Corporation, which is a member of the QHC controlled group.

QHC Controlled Group

 

Alfaro, Ltd.

  

Knox Clinic Corp.

Ambulance Services of Forrest City, LLC

  

Lexington Clinic Corp.

Ambulance Services of Lexington, Inc.

  

Lexington Family Physicians, LLC

Ambulance Services of McKenzie, Inc.

  

Lexington Hospital Corporation

Ambulance Services of Tooele, LLC

  

Lindenhurst Illinois Hospital Company, LLC

Anna Clinic Corp.

  

Lindenhurst Surgery Center, LLC

Anna Hospital Corporation

  

Lock Haven Clinic Company, LLC

Augusta Health System, LLC

  

Marion Hospital Corporation

Augusta Hospital, LLC

  

Massillon Community Health System LLC

Augusta Physician Services, LLC

  

Massillon Health System LLC

Barrow Health Ventures, Inc.

  

Massillon Holdings, LLC


Barstow Healthcare Management, Inc.

  

Massillon Physician Services, LLC

Barstow Primary Care Clinic

  

McKenzie Clinic Corp.

Big Bend Hospital Corporation

  

McKenzie Physician Services, LLC

Big Spring Hospital Corporation

  

McKenzie Tennessee Hospital Company, LLC

Blue Island Clinic Company, LLC

  

McKenzie-Willamette Regional Medical Center Associates, LLC

Blue Island HBP Medical Group, LLC

  

Memorial Management, Inc.

Blue Island Hospital Company, LLC

  

Mesa View Physical Rehabilitation, LLC

Blue Island Illinois Holdings, LLC

  

Mesa View PT, LLC

Blue Ridge Georgia Holdings, LLC

  

Mesquite Clinic Management Company, LLC

Blue Ridge Georgia Hospital Company, LLC

  

MMC of Nevada, LLC

Central Alabama Physician Services, Inc.

  

Monroe County Surgical Center, LLC

Centre Clinic Corp.

  

Monroe Diagnostic Testing Centers, LLC

Centre HBP Services, LLC

  

Monroe HMA Physician Management, LLC

Centre Hospital Corporation

  

Monroe HMA, LLC

Centre RHC Corp.

  

MWMC Holdings, LLC

CHS Utah Holdings, LLC

  

National Healthcare of Mt. Vernon, Inc.

Clinton Hospital Corporation

  

National Imaging of Carterville, LLC

Coastal Health Partners

  

National Imaging of Mount Vernon, LLC

Cottage Rehabilitation and Sports Medicine, L.L.C.

  

OHANI, LLC

Crossroads Physician Corp.

  

Paintsville HMA Physician Management, LLC

CSRA Holdings, LLC

  

Paintsville Hospital Company, LLC

Deming Clinic Corporation

  

Phillips Clinic Corp.

Deming Hospital Corporation

  

Phillips Hospital Corporation

Deming Nursing Home Company, LLC

  

QHC California Holdings, LLC

DHSC, LLC

  

QHCCS, LLC

Doctors Hospital Physician Services, LLC

  

QHC HIM Shared Services, LLC

Edwardsville Ambulatory Surgery Center, L.L.C.

  

QHG of Massillon, Inc.

Evanston Clinic Corp.

  

QHR Development, LLC

Evanston Hospital Corporation

  

QHR Healthcare Affiliates, LLC

Fannin Regional Orthopaedic Center, Inc.

  

QHR Intensive Resources, LLC

Forrest City Arkansas Hospital Company, LLC

  

QHR International, LLC

Forrest City Clinic Company, LLC

  

Quorum Health Corporation

Forrest City Hospital Corporation

  

Quorum Health Investment Company, LLC

Fort Payne Clinic Corp.

  

Quorum Health Resources, LLC

Fort Payne Hospital Corporation

  

Quorum Purchasing Advantage, LLC

Fort Payne RHC Corp.

  

Quorum Solutions, LLC

Galesburg Hospital Corporation

  

Red Bud Clinic Corp.

Galesburg Professional Services, LLC

  

Red Bud Hospital Corporation

Gateway Malpractice Assistance Fund, Inc.

  

Red Bud Illinois Hospital Company, LLC

Georgia HMA Physician Management, LLC

  

Red Bud Physician Group, LLC

Granite City ASC Investment Company, LLC

  

Red Bud Regional Clinic Company, LLC

Granite City Clinic Corp

  

River to River Heart Group, LLC

Granite City HBP Corp

  

San Miguel Clinic Corp.

Granite City Hospital Corporation

  

San Miguel Hospital Corporation

Granite City Illinois Hospital Company, LLC

  

SMMC Medical Group

Granite City Orthopedic Physicians Company, LLC

  

Southern Illinois Medical Care Associates, LLC

Granite City Physicians Corp.

  

Springfield Oregon Holdings, LLC

Greenville Clinic Corp.

  

Sunbury Clinic Company, LLC

Greenville Hospital Corporation

  

Sunbury Hospital Company, LLC

Hamlet H.M.A., LLC

  

Three Rivers Medical Clinics, Inc.

Hamlet HMA Physician Management, LLC

  

Tooele Clinic Corp.

Hamlet HMA PPM, LLC

  

Tooele Hospital Corporation


Haven Clinton Medical Associates, LLC

  

Triad of Oregon, LLC

Heartland Rural Healthcare, LLC

  

Watsonville Healthcare Management, LLC

Hidden Valley Medical Center, Inc.

  

Watsonville Hospital Corporation

HMA Foundation, Inc.

  

Waukegan Clinic Corp.

Hospital of Barstow, Inc.

  

Waukegan Hospital Corporation

Hospital of Louisa, Inc.

  

Waukegan Illinois Hospital Company, LLC

In-Home Medical Equipment Supplies and Services, Inc.

  

Western Illinois Kidney Center, LLC

Jackson Hospital Corporation

  

Williamston Clinic Corp.

Jackson Physician Corp.

  

Williamston HBP Services, LLC

Kentucky River HBP, LLC

  

Williamston Hospital Corporation

Kentucky River Physician Corporation

  

Winder HMA, LLC

King City Physician Company, LLC

  


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.

 

Date: May 6, 2016     COMMUNITY HEALTH SYSTEMS, INC.
                              (Registrant)
    By:  

/s/ W. Larry Cash

    W. Larry Cash
    President of Financial Services, Chief Financial Officer and Director
    (principal financial officer)