CUSIP No. 89579K 10 9 Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
Triad Hospitals, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
89579K 10 9
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(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27,2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP No. 89579K 10 9 Page 2 of 7 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
and I.R.S. Identification & Stowe VIII, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 8,024,426 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person --------------------------------------
8) Shared Voting
Power -0-
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9) Sole Disposi- 8,024,426 shares of
tive Power Common Stock
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 8,024,426 shares of
Owned by Each Reporting Person Common Stock
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 12.5%
Amount in Row (11)
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14) Type of Reporting
Person PN
CUSIP No. 89579K 10 9 Page 3 of 7 Pages
Schedule 13D
Item 1. Security and Issuer.
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This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Triad Hospitals, Inc., a Delaware corporation ("Triad" or
the "Issuer"). The principal executive offices of the Issuer are located at
13455 Noel Road, Suite 2000, Dallas, Texas 75240.
Item 2. Identity and Background.
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(a) The undersigned hereby files this statement on Schedule 13D on
behalf of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited
partnership ("WCAS VIII" or the "Reporting Person").
(b)-(c) WCAS VIII is a Delaware limited partnership. The principal
business of WCAS VIII is that of a private investment partnership. The sole
general partner of WCAS VIII is WCAS VIII Associates, L.L.C., a Delaware limited
liability company ("VIII Associates"). The principal business of VIII Associates
is that of acting as the general partner of WCAS VIII. The principal business
and principal office address of WCAS VIII, VIII Associates and the managing
members of VIII Associates is 320 Park Avenue, Suite 2500, New York, New York
10022. The following individuals, who are citizens of the United States, are the
managing members of VIII Associates:
(i) Patrick J. Welsh
(ii) Russell L. Carson
(iii) Bruce K. Anderson
(iv)Thomas E. McInerney
(v) Robert A. Minicucci
(vi)Anthony J. deNicola
(vii)Paul B. Queally
(viii)Lawrence B. Sorrel
(ix) Jonathan Rather
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
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This statement relates to the acquisition by the Reporting Person of
8,024,426 shares of Common Stock pursuant to the terms of an Agreement and Plan
of Merger entered into on October 18, 2000 by and between the Issuer and Quorum
Health Group, Inc., a Delaware corporation ("Quorum")(as amended by the
CUSIP No. 89579K 10 9 Page 4 of 7 Pages
First Amendment to Agreement and Plan of Merger entered into on April 13, 2001
by and between the Issuer and Quorum (the "Amendment"), the "Merger Agreement").
The Merger Agreement is incorporated herein as Exhibit A hereto by reference to
Exhibit 2.1 to the Issuer's Report on Form 8-K dated October 18, 2000, as filed
with the Securities and Exchange Commission (the "Commission") on October 20,
2000, and the Amendment is incorporated herein as Exhibit B hereto by reference
to Exhibit 99.2 to the Issuer's Report on Form 8-K dated April 14, 2001, as
filed with the Commission on April 16, 2001, and any descriptions thereof are
qualified in their entirety by reference thereto.
As provided in the Merger Agreement, effective April 27,2001 Quorum
merged with and into the Issuer, upon which the separate existence of Quorum
ceased, leaving the Issuer to continue as the surviving corporation (the
"Merger"). As a result of the Merger, each outstanding share of Quorum's common
stock was converted into the right to receive (i) 0.4107 shares of the Issuer's
Common Stock and (ii) $3.50 in cash. WCAS VIII and the managing members of VIII
Associates were shareholders of Quorum, and acquired Common Stock in accordance
with the terms of the Merger. The Common Stock issued in the Merger was
registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-4 filed with the Commission by the Issuer on
January 24, 2001 and amended by Amendment No. 1 thereto filed with the
Commission by the Issuer on March 15, 2001.
Item 4. Purpose of Transaction.
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The purpose of the transaction described in Item 3 above was to effect
the acquisition of Quorum by the Issuer. Upon the effectiveness of the Merger,
Russell L. Carson, a managing member of VIII Associates, joined the Issuer's
Board of Directors.
Item 5. Interest in Securities of the Issuer.
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The following information is based on a total of approximately
64,236,000 shares of Common Stock outstanding after the completion of the
Merger:
(a)
WCAS VIII and VIII Associates
WCAS VIII owns 8,024,426 shares of Common Stock, or approximately
12.5% of the Common Stock outstanding. VIII Associates, as the general partner
of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS
VIII.
Managing Members of VIII Associates
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(i) Patrick J. Welsh directly beneficially owns 187,784 shares of
Common Stock and indirectly beneficially owns (through a family foundation)
30,803 shares of Common Stock, or in the aggregate approximately 0.3% of the
Common Stock outstanding.
(ii)Russell L. Carson directly beneficially owns 782,966 shares
CUSIP No. 89579K 10 9 Page 5 of 7 Pages
of Common Stock (including 13,475 shares issuable upon exercise of stock
options) and indirectly beneficially owns (through a trust for the benefit of
his children) 1,232 shares of Common Stock, or in the aggregate approximately
1.2% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 678,715 shares of Common Stock, or
approximately 1.1% of the Common Stock outstanding.
(iv) Thomas E. McInerney owns 117,868 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(v) Robert A. Minicucci owns 33,727 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Anthony J. deNicola owns 3,493 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vii) Paul B. Queally owns 3,493 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(viii) Lawrence B. Sorrel owns 4,657 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Jonathan M. Rather owns 932 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(b) The managing members of VIII Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the Common Stock owned by WCAS VIII. Each of the managing members of VIII
Associates disclaims beneficial ownership of all Common Stock other than that he
owns directly or by virtue of his indirect pro rata interest, as a managing
member of VIII Associates, in the Common Stock owned by WCAS VIII.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the Common Stock in the
past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the Common Stock
owned by WCAS VIII.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
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Not Applicable
Item 7. Material to Be Filed as Exhibits.
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Exhibit A - Merger Agreement (incorporated by reference to Exhibit
CUSIP No. 89579K 10 9 Page 6 of 7 Pages
2.1 to the Issuer's Report on Form 8-K dated October 18, 2000, as filed with the
Commission on October 20, 2000)
Exhibit B - Amendment to Merger Agreement (incorporated by reference
to Exhibit 99.2 to the Issuer's Report on Form 8-K dated April 14, 2001, as
filed with the Commission on April 16, 2001)
CUSIP No. 89579K 10 9 Page 7 of 7 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /s/ Jonathan Rather
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Managing Member
Dated: May 2, 2001