SEC Company Response from LIFEPOINT HOSPITALS, INC. (CIK 0001301611) — Sep 27, 2005
LIFEPOINT HOSPITALS, INC. (CIK 0001301611)
Date: Sept. 27, 2005 · CIK: 0001301611 · Accession: 0000950144-05-009858
AI Filing Summary & Sentiment
File numbers found in text: 333-128279
Referenced dates: September 16, 2005
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[Letterhead of Dewey Ballantine LLP]
September 27, 2005
Via Edgar
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Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Mr. Jeffrey P. Riedler, Assistant Director,
Division of Corporation Finance
Re: LifePoint Hospitals, Inc. Registration Statement on Form S-3, Filed
September 13, 2005, File No. 333-128279
Dear Mr. Riedler:
This letter constitutes the response on behalf of LifePoint Hospitals, Inc.
(the "Company") to the comments of the Staff of the Securities and Exchange
Commission (the "Commission") that were contained in your letter dated September
16, 2005. Concurrently with the submission of this letter, we are filing an
Amendment No. 1 to Form S-3. In this letter, each of the Staff's comments is
indicated in italics, followed by the Company's response to the comment. A
marked courtesy copy of Amendment No. 1 to the Form S-3 is being provided to you
concurrently with this filing.
Selling Security holders, page 73
1. Please identify which of the selling security holders, if any, are either
broker-dealers or affiliates of a broker-dealer.
In response to the Staff's comment, the Company has identified those
selling securityholders that are either broker-dealers or affiliates of
broker-dealers in the notes to the selling securityholders table on pages
76 and 77 of Amendment No. 1 to Form S-3.
2. Please note that if any selling security holder is a broker-dealer, the
prospectus must state that the seller is an underwriter. The only exception
to this rule is if the broker-dealer received the securities as
compensation for underwriting activities.
In response to the Staff's comment, in the notes to the selling
securityholders table on pages 76 and 77 of Amendment No. 1 to Form S-3,
the Company has
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indicated that the selling securityholders that are broker-dealers are also
underwriters.
3. In addition, if a selling security holder is an affiliate of a
broker-dealer, the prospectus must state that:
- the selling security holder purchased in the ordinary course of business;
and
- at the time of the purchase of the securities to be resold, the selling
security holder had no agreement or understanding, directly or
indirectly, with any person to distribute the securities.
If a selling security holder is an affiliate of a broker-dealer and you are
not able to make these statements in the prospectus, the prospectus must
state that the selling security holder is an underwriter. Please revise the
prospectus as appropriate.
In response to the Staff's comment, for each selling security holder that
is identified as an affiliate of a broker-dealer, the Company has included
(based on information it received in the selling securityholder
questionnaires), in the notes to the selling security holder table on pages
76 and 77 of Amendment No. 1 to Form S-3, a statement that such selling
securityholder purchased the securities in the ordinary course of business
and at the time of the purchase of the securities to be resold, the selling
securityholder had no agreement or understanding, directly or indirectly,
with any person to distribute the securities.
Signatures, page II-4
4. We note the filing does not include the signature of your controller or
principal accounting officer. Please include this signature in an amended
Form S-3. If Michael J. Culotta, the CFO, also serves as the controller or
principal accounting officer, his signature should be captioned as such in
your amended filing. See Instructions 1 and 2 to the Signatures section of
the Form S-3.
In response to the Staff's comment, the Signature page of Amendment No. 1
to Form S-3, has been revised by the Company to indicate that Michael J.
Culotta, the CFO, is the principal financial and accounting officer.
* * * *
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If you have any questions or comments regarding the foregoing, please do
not hesitate to contact me at (212) 259-7175.
We thank the Staff in advance for its assistance.
Very truly yours,
/s/ Patti J. Marks, Esq.
Patti J. Marks, Esq.
Enclosures
cc: Kenneth C. Donahey
Michael J. Culotta
Morton A. Pierce, Esq.
Frank R. Adams, Esq.
Gregory S. Belliston
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