Edgar Filing: COMMUNITY HEALTH SYSTEMS INC

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As filed with the Securities and Exchange Commission on March 8, 2005

Registration No. 333-122979

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Community Health Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

8062
(Primary Standard Industrial
Classification Code Number)

13-3893191
(I.R.S. Employer
Identification Number)

155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(615) 373-9600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Rachel A. Seifert
Senior Vice President, Secretary and General Counsel
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(615) 373-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Jeffrey Bagner
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

Approximate date of commencement of proposed exchange offer: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


6¹/2% Senior Subordinated Notes due 2012	$300,000,000	100%	$300,000,000	$35,310(2)

(1): Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.
(2): Previously paid on February 23, 2005.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.

Subject to completion, dated March 8, 2005

Prospectus

Exchange Offer for
$300,000,000
6¹/2% Senior Subordinated Notes due 2012

We are offering to exchange 6¹/2% senior subordinated notes due 2012 for our currently outstanding 6¹/2% senior subordinated notes due 2012. The new notes, or exchange notes, have substantially the same terms as the outstanding notes, except that the exchange notes will have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will be issued under the same indenture as the outstanding notes.

The exchange notes will be subordinated to all our existing and future senior debt, rank equally with all our existing and future senior subordinated debt and rank senior to all our existing and future subordinated debt. The exchange notes will be effectively subordinated to all our existing and future secured debt to the extent of the value of the assets securing such debt. The exchange notes will be structurally subordinated to all existing and future liabilities (including trade payables) of each of our subsidiaries.

The principal features of the exchange offer are as follows:

•: Expires 5:00 p.m., New York City time, on , 2005, unless extended.
•: We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
•: You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.
•: The exchange of outstanding notes for exchange notes pursuant to the exchange offer will be a tax free event for United States federal tax purposes.
•: We will not receive any proceeds from the exchange offer.
•: The exchange notes will not be listed on any securities exchange or automated quotation system.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver this prospectus in any resale of the exchange notes.

Investing in the exchange notes involves risks that are described in the "Risk factors" section beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2005.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

Table of contents

		Page
Prospectus summary		1
Risk factors		13
Use of proceeds		25
Capitalization		26
Selected financial and other data		27
Management's discussion and analysis of financial condition and results of operations		30
Business		53
Management		82
Related party transactions		88
Description of other indebtedness		89
The exchange offer		92
Description of exchange notes		102
Book-entry settlement and clearance		168
Certain ERISA considerations		171
Material U.S. federal income tax considerations		173
Plan of distribution		180
Legal matters		181
Experts		181
Index to consolidated financial statements		F-1

Community Health Systems, Inc. is a Delaware corporation. Our principal executive offices are located at 155 Franklin Road, Suite 400, Brentwood, Tennessee 37027. Our telephone number at that address is (615) 373-9600. Our website is located at www.chs.net. The information on our website is not part of this prospectus.

In this prospectus, unless the context otherwise requires, "Community Health Systems", "the Company", "we", "us" and "our" refer to Community Health Systems, Inc. and its consolidated subsidiaries; and "outstanding notes" refers to the 6¹/2% Senior Subordinated Notes due 2012 that were issued in a private placement transaction on December 16, 2004 and "exchange notes" refers to the 6¹/2% Senior Subordinated Notes due 2014 offered pursuant to this prospectus. We sometimes refer to the outstanding notes and the exchange notes collectively as the "notes."

No dealer, salesperson, or other person has been authorized to give any information or to make any representations not contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell, or solicitation of an offer to buy, to any person in any jurisdiction in which such an offer to sell or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create

any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.

Available information

This prospectus is part of a registration statement of Form S-4 that we have filed with the SEC. This prospectus does not contain all of the information in that registration statement. For further information with respect to us and the notes, see the registration statement, including the exhibits.

We are subject to the reporting requirements of the Securities Exchange Act of 1934 and in accordance with its requirements file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be obtained:

•: at the public reference room of the SEC, Room 1024—Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or
•: from the internet site by the SEC at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC.

Some locations may charge prescribed rates or modest fees for copies. For more information on the public reference room, call the SEC at 1-800-SEC-0330.

Incorporation of certain documents by reference

This prospectus incorporates business and financial information about the Company that is not included in or delivered with the prospectus. We are incorporating by reference the documents listed below that we have filed with the SEC, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference:

1.: our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended by the Annual Report on Form 10-K/A filed on April 2, 2004;
2.: our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004;
3.: our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004;
4.: our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004;
5.: our Current Report on Form 8-K filed April 23, 2004;
6.: our Current Report on Form 8-K filed September 22, 2004;
7.: our Current Report on Form 8-K filed September 24, 2004;
8.: our Current Report on Form 8-K filed November 30, 2004;
9.: our two Current Reports on Form 8-K filed December 3, 2004;

10.: our Current Report on Form 8-K filed December 15, 2004;
11.: our Current Report on Form 8-K filed December 17, 2004;
12.: our Current Report on Form 8-K filed January 7, 2005; and
13.: our Current Report on Form 8-K filed February 28, 2005.

We are also incorporating by reference all other documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or (i) after the date of the filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (ii) after the date of this prospectus and prior to the termination of the offering to which this prospectus relates. Those documents will become a part of this prospectus from the date that the documents are filed with the SEC. We are not, however, incorporating by reference any documents or portions thereof that are not deemed "filed" with the SEC, including any information furnished pursuant to Form 8-K.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:

Investor Relations
Community Health Systems, Inc.
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027-4600
(615) 373-9600

In order to obtain timely delivery, you must request the information no later than , 2005, which is five days before the expiration of the exchange offer.

You should rely only on the information that we incorporate by reference or provide in this prospectus. You should consider any statement contained in a document incorporated or considered incorporated by reference into this prospectus to be modified or superseded to the extent that a statement contained in this prospectus, or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus, modifies or conflicts with the earlier statement. You should not consider any statement modified or superseded, except as so modified or superseded, to constitute a part of this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or the information incorporated by reference in this prospectus is accurate as of any date other than the date of this prospectus or the document from which such information is incorporated.

Market and industry data and forecasts

This prospectus includes estimates of market share and industry data and forecasts that we obtained from industry publications and surveys and internal company sources. Industry publications and surveys and forecasts generally state that the information contained in this prospectus has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the

iii

underlying economic assumptions relied upon in this data. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding our industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk factors" in this prospectus.

Forward-looking statements

This prospectus, and the documents incorporated by reference, include statements that are, or may deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus, and the documents incorporated by reference, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained or incorporated by reference in this prospectus. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained or incorporated by reference in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

The following list represents some, but not necessarily all, of the factors that may cause actual results to differ from those anticipated or predicted:

•: general economic and business conditions, both nationally and in the regions in which we operate;
•: demographic changes;
•: existing governmental regulations and changes in, or the failure to comply with, governmental regulations;
•: legislative proposals for healthcare reform;
•: the impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which includes specific reimbursement changes for small urban and non-urban hospitals;
•: our ability, where appropriate, to enter into managed care provider arrangements and the terms of these arrangements;

•: changes in inpatient or outpatient Medicare and Medicaid payment levels;
•: uncertainty with the Health Insurance Portability and Accountability Act of 1996 regulations;
•: increase in wages as a result of inflation or competition for highly technical positions and rising supply cost due to market pressure from pharmaceutical companies and new product releases;
•: liability and other claims asserted against us, including self-insured malpractice claims;
•: competition;
•: our ability to attract and retain qualified personnel, key management, physicians, nurses and other healthcare workers;
•: trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals;
•: changes in medical or other technology;
•: changes in generally accepted accounting principles;
•: the availability and terms of capital to fund additional acquisitions or replacement facilities;
•: our ability to successfully acquire and integrate additional hospitals;
•: our ability to obtain adequate levels of general and professional liability insurance;
•: potential adverse impact of known and unknown government investigations; and
•: timeliness of reimbursement payments received under government programs.

You should also read carefully the factors described in the "Risk factors" section of this prospectus and in the documents incorporated by reference to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Any forward-looking statements that we make in this prospectus or in the documents incorporated by reference speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Prospectus summary

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that may be important to you. We urge you to read this entire prospectus and the documents incorporated by reference carefully, including the "Risk factors" section, and our consolidated financial statements and related notes included and incorporated by reference in this prospectus.

Our consolidated financial statements, "Management's discussion and analysis of financial condition and results of operations" and "Selected financial and other data" for each of the fiscal years ended December 31, 2003, 2002 and 2001 have been restated to reflect the reclassification as discontinued operations the sale of two hospitals in August 2004 and the designation of a third hospital as being held for sale. There is no effect on net income for all periods presented related to the reclassifications made for discontinued items.

Unless otherwise indicated, references in this prospectus to the number of hospitals owned, leased or operated as of December 31, 2004, or the number of licensed beds as of December 31, 2004, exclude one hospital designated as being held for sale.

Community Health Systems, Inc.

Overview of our company

We are the largest non-urban provider of general hospital healthcare services in the United States in terms of number of facilities. As of December 31, 2004, we owned, leased or operated 71 hospitals, geographically diversified across 22 states, with an aggregate of 7,888 licensed beds. In approximately 85% of our markets, we are the sole provider of these services. In all but one of our other markets, we are one of two providers of these services. For the fiscal year ended December 31, 2003, we generated $2.8 billion in net operating revenues, and $131.5 million in net income. For the nine months ended September 30, 2004, we generated $2.5 billion in net operating revenues and $111.2 million in net income. We target hospitals in growing, non-urban healthcare markets because of their favorable demographic and economic trends and competitive conditions. Because non-urban service areas have smaller populations, there are generally fewer hospitals and other healthcare service providers in these communities and generally a lower level of managed care presence in these markets. We believe that smaller populations support less direct competition for hospital-based services. Also, we believe that non-urban communities generally view the local hospital as an integral part of the community.

Corporate history

Wayne T. Smith, who has over 30 years of experience in the healthcare industry, joined our company as President in January 1997. We named him Chief Executive Officer in April 1997 and Chairman of our Board of Directors in February 2001. During his time with us, we have:

•: strengthened the senior management team in all key business areas;
•: standardized and centralized our operations across key business areas;
•: implemented a disciplined acquisition program;
•: expanded and improved the services and facilities at our hospitals;
•: implemented quality of care improvement programs at our hospitals;

•: recruited additional physicians to the markets in which our hospitals are located; and
•: instituted a company-wide regulatory compliance program.

As a result of these initiatives, we achieved net operating revenue growth of 29.3% in 2003, 30.5% in 2002, and 26.9% in 2001. We also achieved net income growth of 31.5% in 2003, 123.5% in 2002 and 367.6% in 2001. For the nine months ended September 30, 2004, we achieved net operating revenue growth of 22.4% and net income growth of 16.0%.

Our business strategy

The key elements of our business strategy are to:

•

Increase Revenue at Our Facilities. We seek to increase revenue at our facilities by providing a broader range of services in a more attractive care setting, as well as by supporting and recruiting physicians. Our initiatives to increase revenue include:

•: recruiting additional primary care physicians and specialists;
•: expanding the breadth of services offered at our hospitals through targeted capital expenditures to support the addition of more complex services, including orthopedics, cardiovascular services, and urology; and
•: providing the capital to invest in technology and the physical plant at the facilities, particularly in our emergency rooms, surgery/critical care departments and diagnostic services.

•

Grow Through Selective Acquisitions. Each year we intend to acquire, on a selective basis, two to four hospitals that fit our acquisition criteria. Generally, we pursue acquisition candidates that:

•: have a general service area population between 20,000 and 150,000 with a stable or growing population base;
•: are the sole or primary provider of acute care services in the community;
•: are located more than 25 miles from a competing hospital;
•: are not located in an area that is dependent upon a single employer or industry; and
•: have financial performance that we believe will benefit from our management's operating skills.

We estimate that there are currently approximately 365 hospitals that meet our acquisition criteria. These hospitals are primarily not-for-profit or municipally owned.

•

Improve Profitability. To improve efficiencies and increase operating margins, we implement cost containment programs and adhere to operating philosophies which include:

•: standardizing and centralizing our operations;
•: optimizing resource allocation by utilizing our company-devised case and resource management program, which assists in improving clinical care and containing expenses;

•: capitalizing on purchasing efficiencies through the use of company-wide standardized purchasing contracts and terminating or renegotiating specified vendor contracts;
•: installing a standardized management information system, resulting in more efficient billing and collection procedures; and
•: managing staffing levels according to patient volumes and the appropriate level of care.

•: Improve Quality. We implement new programs to improve the quality of care provided. These include training programs, sharing of best practices, assistance in complying with regulatory requirements, standardized accreditation documentation, and patient, physician, and staff satisfaction surveys.

Recent developments

On January 20, 2005, we announced the execution of a definitive agreement to acquire Chestnut Hill Hospital, a 183-bed facility in Philadelphia, Pennsylvania.

On January 31, 2005, we allowed the operating lease of the Scott County Hospital, a 99-bed facility in Oneida, Tennessee, to terminate.

On February 16, 2005, we announced the execution of a definitive agreement to sell Lakeview Community Hospital, a 74-bed facility in Eufaula, Alabama; Troy Regional Hospital, a 97-bed facility in Troy, Alabama; and Northeast Medical Center, a 75-bed facility in Bonham, Texas.

On February 24, 2005, we announced operating results for the fourth quarter and year ended December 31, 2004.

Net operating revenues for the fourth quarter ended December 31, 2004 were $871.7 million, as compared to net operating revenues of $785.8 million for the fourth quarter ended December 31, 2003. Net income for the fourth quarter ended December 31, 2004 was $40.2 million, or $0.43 per share on a fully diluted basis, compared with net income for the fourth quarter ended December 31, 2003 of $35.6 million, or $0.35 per share on a fully diluted basis.

The consolidated financial results for the fourth quarter ended December 31, 2004, reflect a 1.0% increase in total admissions compared with the fourth quarter ended December 31, 2003. This increase is attributable to hospitals that have been acquired by us during 2004. On a same-store basis, admissions decreased 3.4% and adjusted admissions decreased 1.3% compared with the fourth quarter ended December 31, 2003, primarily due to the lack of a flu season and a decrease in the number of respiratory illnesses treated. On a same store basis, net operating revenues increased 5.3% compared with the fourth quarter ended December 31, 2003.

Net operating revenues for the year ended December 31, 2004 were $3.3 billion, as compared to net operating revenues of $2.8 billion for the year ended December 31, 2003. Net income for the year ended December 31, 2004 was $151.4 million, or $1.51 per share on a fully diluted basis, compared with net income for the year ended December 31, 2003 of $131.5 million, or $1.30 per share on a fully diluted basis.

The consolidated financial results for the year ended December 31, 2004, reflect an 11.5% increase in total admissions compared with the year ended December 31, 2003. On a same-store basis, admissions decreased 0.2% and adjusted admissions increased 1.3% compared with the year ended December 31, 2003. On a same store basis, net operating revenues increased 6.6% compared with the year ended December 31, 2003.

The exchange offer

On December 16, 2004, we completed the offering of $300 million aggregate principal amount of 6¹/2% senior subordinated notes due 2012 in a transaction exempt from registration under the Securities Act. Prior to the closing of the offering, we made additional borrowings under the revolving tranche of our senior secured credit facility so that at the closing of the offering all of the net proceeds from the offering were used to repay borrowings under the revolving tranche without a reduction in our ability to borrow thereunder. The additional funds borrowed under the revolving tranche comprise available cash and may be used for future acquisitions and other general corporate purposes. In connection with that offering, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed to commence this exchange offer. Accordingly, you may exchange your outstanding notes for exchange notes which have substantially the same terms. You should read the discussion under the headings "The exchange offer" and "Description of exchange notes" for further information regarding the exchange notes to be issued in the exchange offer.

Securities offered		Up to $300,000,000 aggregate principal amount of 6¹/2% senior subordinated notes due 2012, registered under the Securities Act. The terms of the exchange notes offered in the exchange offer are substantially identical to those of the outstanding notes, except that the transfer restrictions, registration rights and penalty interest provisions relating to the outstanding notes do not apply to the exchange notes.
The exchange offer		We are offering exchange notes in exchange for a like principal amount of our outstanding notes. We are offering these exchange notes to satisfy our obligations under a registration rights agreement which we entered into with the initial purchasers of the outstanding notes. You may tender your outstanding notes for exchange notes by following the procedures described under the heading "The exchange offer."
Tenders; expiration date; withdrawal		The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless we extend it. If you decide to exchange your outstanding notes for exchange notes, you must acknowledge that you are not engaged in, and do not intend to engage in, a distribution of the exchange notes. You may withdraw any outstanding notes that you tender for exchange at any time prior to the expiration of this exchange offer. See "The exchange offer—Terms of the exchange offer" for a more complete description of the tender and withdrawal period.

Material U.S. federal income tax considerations	Your exchange of outstanding notes for exchange notes to be issued in the exchange offer will not result in any gain or loss to you for United States federal income tax purposes. See "Material U.S. federal income tax considerations" for a summary of material United States federal income tax consequences associated with the exchange of outstanding notes for the exchange notes and the ownership and disposition of those exchange notes.
Use of proceeds	We will not receive any cash proceeds from the exchange offer.
Exchange agent	SunTrust Bank.
Shelf registration	If applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer, we will use our reasonable best efforts to cause to become effective a shelf registration statement under the Securities Act, which would cover resales of outstanding notes.
Consequences of failure to exchange your outstanding notes	Outstanding notes not exchanged in the exchange offer will continue to be subject to the restrictions on transfer that are described in the legend on the outstanding notes. In general, you may offer or sell your outstanding notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. We do not currently intend to register the outstanding notes under the Securities Act. If your notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your outstanding notes.
Exchanging your outstanding notes	Based on interpretations of the staff of the SEC, we believe that you may offer for sale, resell or otherwise transfer the exchange notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if:
	•	you acquire the exchange notes issued in the exchange offer in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the exchange notes issued to you in the exchange offer; and

		•		you are not an "affiliate" of us, as described in Rule 405 of the Securities Act.
		If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for, or indemnify you against, any liability you incur.
		Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities must acknowledge that it will deliver this prospectus when it resells or transfers any exchange notes issued in the exchange offer. See "Plan of distribution" for a description of the prospectus delivery obligations of broker-dealers.

The exchange notes

The following summary contains basic information about the exchange notes and is not intended to be complete. For a more complete understanding of the exchange notes, please refer to the section entitled "Description of exchange notes" in this prospectus.

Issuer	Community Health Systems, Inc.
Securities	$300.0 million aggregate principal amount of 6¹/2% Senior Subordinated Notes due 2012.
Maturity	December 15, 2012.
Interest payment dates	June 15 and December 15, commencing June 15, 2005.
Optional redemption	The exchange notes will be redeemable at our option, in whole or in part, at any time or from time to time on or after December 15, 2008, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption.
	At any time prior to December 15, 2007, we may redeem up to 35% of the original principal amount of the exchange notes with the proceeds of one or more equity offerings of our common shares at a redemption price of 106.5% of the principal amount of the exchange notes, together with accrued and unpaid interest, if any, to the date of redemption.
Mandatory offers to purchase	The occurrence of a change of control will be a triggering event requiring us to offer to purchase from you all of your exchange notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase.
	Some asset dispositions will be triggering events which may require us to use the proceeds from those asset dispositions to make an offer to purchase the exchange notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if these proceeds are not otherwise used within 365 days to repay senior indebtedness, including indebtedness under our senior secured credit facility with a corresponding reduction in commitment, or to invest in assets related to our business.
Ranking	The exchange notes will:
	•	be our general unsecured obligations;
	•	be subordinated in right of payment to all of our existing and future senior indebtedness;

	•	be effectively junior to our secured debt to the extent of the value of the assets securing such debt;
	•	be pari passu in right of payment with all of our future senior subordinated debt; and
	•	be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries.
	As of December 31, 2004:
	•	we had approximately $1,832 million of total indebtedness;
	•	of the $1,832 million of indebtedness, we had approximately $1,197 million under our senior secured credit facility to which the notes are subordinated, and have additional commitments under the revolving tranche of our senior secured credit facility available to us of $425 million, of which $21 million is reserved for outstanding letters of credit;
	•	we had $287.5 million in aggregate principal amount of convertible subordinated notes; and
	•	our subsidiaries had $1,805 million of total liabilities, including trade payables but excluding intercompany liabilities, all of which will be structurally senior to the notes.
	The borrower under our senior secured credit facility is our direct wholly-owned subsidiary, CHS/Community Health Systems, Inc., and the issuer of the notes, Community Health Systems, Inc., has guaranteed the obligations under the senior secured credit facility on a senior basis.
Covenants	We will issue the exchange notes under the same indenture which governs the issuance of the outstanding notes. This indenture contains covenants that limit our ability and the ability of our restricted subsidiaries, as defined under the heading "Description of exchange notes," to:
	•	incur, assume or guarantee additional indebtedness;
	•	issue redeemable stock and preferred stock;
	•	repurchase capital stock;
	•	make restricted payments, including paying dividends and making investments;

	•	redeem debt that is junior in right of payment to the notes;
	•	create liens without securing the notes;
	•	sell or otherwise dispose of assets, including capital stock of subsidiaries;
	•	enter into agreements that restrict dividends from subsidiaries;
	•	merge, consolidate, sell or otherwise dispose of substantially all our assets;
	•	enter into transactions with affiliates;
	•	incur debt senior to the notes but junior to other indebtedness; and
	•	guarantee indebtedness.
	These covenants are subject to a number of important exceptions and qualifications. For more details, see "Description of exchange notes."
Trustee	SunTrust Bank.

Summary financial data

The following table sets forth a summary of our selected consolidated historical financial data for (1) each of the fiscal years ended December 31, 2003, 2002 and 2001, which have been derived from our consolidated financial statements and our accounting records, and (2) the nine month periods ended September 30, 2004 and September 30, 2003, which have been derived from our unaudited interim condensed consolidated financial statements and our accounting records. In the opinion of management, the unaudited interim financial data includes all adjustments, consisting of only normal non-recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the entire year. The following data should be read in conjunction with our consolidated financial statements and related notes, "Management's discussion and analysis of financial condition and results of operations" and other financial information included or incorporated by reference in this prospectus.

		Year Ended December 31,									Nine Months Ended September 30,

(dollars in thousands, except share and per share data)		Year Ended December 31,									Nine Months Ended September 30,
(dollars in thousands, except share and per share data)		2003			2002			2001			2004			2003

Consolidated Statement of Operations Data
Net operating revenues		$	2,796,766		$	2,163,384		$	1,657,476		$	2,460,968		$	2,010,922
Income from operations			291,358			242,466			190,704			250,980			212,142
Net income from continuing operations			132,049			100,801			46,018			117,579			96,126
Net income			131,472			99,984			44,743			111,204			95,838
Earnings per common share—Basic:
	Income (loss) from continuing operations	$	1.34		$	1.02		$	0.52		$	1.20		$	0.98
	Loss on discontinued operations		—			—			(0.01	)		(0.07	)		(0.01	)
	Net income (loss)	$	1.34		$	1.02		$	0.51		$	1.13		$	0.97
Earnings per common share—Diluted:
	Income (loss) from continuing operations	$	1.30		$	1.01		$	0.51		$	1.14		$	0.95
	Loss on discontinued operations		—			(0.01	)		(0.01	)		(0.06	)		—
	Net income (loss)	$	1.30		$	1.00		$	0.50		$	1.08		$	0.95
Weighted-average number of shares outstanding:
	Basic		98,391,849			98,421,052			88,382,443			98,429,963			98,437,932
	Diluted (1)		108,094,956	(2)		108,378,131	(2)		90,251,428			108,666,472	(2)		107,979,647	(2)

	Year Ended December 31,									Nine Months Ended September 30,

(dollars in thousands)	2003			2002			2001			2004			2003

Other Operating Data
Consolidated Data
Number of hospitals(3)		69			60			54			71			69
Licensed beds(3),(4)		7,637			6,137			5,214			7,971			7,408
Beds in service(3),(5)		6,041			4,800			3,996			6,440			5,748
Admissions(6)		250,901			205,607			165,100			208,972			180,866
Adjusted admissions(7)		458,709			379,604			303,677			387,042			332,149
Patient days(8)		989,891			792,252			624,740			849,732			704,927
Average length of stay (days)(9)		3.9			3.9			3.8			4.1			3.9
Occupancy rate (beds in service)(10)		48.9	%		48.3	%		47.2	%		50.3	%		48.0	%
Net operating revenues	$	2,796,766		$	2,163,384		$	1,657,476		$	2,460,968		$	2,010,922
Net inpatient revenues as a % of total net operating revenues		51.3	%		52.5	%		51.5	%		50.4	%		51.1	%
Net outpatient revenues as a % of total net operating revenues		47.5	%		46.2	%		47.3	%		48.2	%		47.6	%
Net income	$	131,472		$	99,984		$	44,743		$	111,204		$	95,838
Net income as a % of total net operating revenues		4.7	%		4.6	%		2.7	%		4.5	%		4.8	%

	Year Ended December 31,									Nine Months Ended September 30,

(dollars in thousands)	2003			2002			2001			2004			2003

Other Operating Data Liquidity
Adjusted EBITDA(11)	$	433,975		$	359,578		$	306,691		$	367,148		$	315,385
Adjusted EBITDA as a % of total net operating revenues(11)		15.5	%		16.6	%		18.5	%		14.9	%		15.7	%
Net cash flows provided by operating activities	$	243,704		$	285,499		$	154,387		$	263,174		$	198,356
Net cash flows provided by operating activities as a % of total net operating revenues		8.7	%		13.2	%		9.3	%		10.7	%		9.9	%
Net cash flows used in investing activities	$	(620,770	)	$	(291,140	)	$	(265,111	)	$	(271,679	)	$	(441,316	)
Net cash flows provided by financing activities	$	260,553		$	130,099		$	105,370		$	12,126		$	172,758
Ratio of earnings to fixed charges(12)		3.44			3.14			1.81			3.65			3.43

	As of December 31,						As of September 30,

(dollars in thousands)	2003		2002		2001		2004		2003

Consolidated Balance Sheet Data
Cash and cash equivalents	$	16,331	$	132,844	$	8,386	$	19,952	$	62,642
Total assets		3,350,211		2,809,496		2,451,464		3,534,695		3,187,725
Long-term obligations		1,601,558		1,276,761		1,045,427		1,929,327		1,485,878
Stockholders' equity		1,350,589		1,214,305		1,115,665		1,185,762		1,307,011

(1) See Note 10 to our consolidated audited financial statements and Note 9 to our unaudited interim condensed consolidated financial statements included and incorporated by reference in this prospectus.

(2) Includes 8,582,076 shares related to the convertible notes under the if-converted method of determining weighted average shares outstanding.

(3) References to the number of hospitals, licensed beds and beds in service exclude one hospital designated as being held for sale.

(4) Licensed beds are the number of beds for which the appropriate state agency licenses a facility regardless of whether the beds are actually available for patient use.

(5) Beds in service are the number of beds that are readily available for patient use.

(6) Admissions represent the number of patients admitted for inpatient treatment.

(7) Adjusted admissions is a general measure of combined inpatient and outpatient volume. We computed adjusted admissions by multiplying admissions by gross patient revenues and then dividing that number by gross inpatient revenues.

(8) Patient days represent the total number of days of care provided to inpatients.

(9) Average length of stay (days) represents the average number of days inpatients stay in our hospitals.

(10) We calculated percentages by dividing the average daily number of inpatients by the weighted average of beds in service.

(11) EBITDA consists of income from continuing operations before interest, income taxes, depreciation and amortization, and amortization of goodwill. Adjusted EBITDA is EBITDA adjusted to exclude discontinued operations, loss from early extinguishment of debt and minority interest earnings. We have from time to time sold minority interests in certain of our subsidiaries or acquired subsidiaries with existing minority interest ownership positions. We believe that it is useful to present adjusted EBITDA because it excludes the portion of EBITDA attributable to these third-party interests and clarifies for investors the portion of our EBITDA generated by our operations. We use adjusted EBITDA as a measure of liquidity. We have included this measure because we believe it provides investors with additional information about our ability to incur and service debt and make capital expenditures. Adjusted EBITDA is the basis for a key component in the determination of our compliance with some of the covenants under our senior secured credit facility, as well as to determine the interest rate and commitment fee payable under the senior secured credit facility.

excluded from adjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity. Our calculation of adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles adjusted EBITDA, as defined, to our net cash provided by operating activities as derived directly from our consolidated financial statements for the years ended December 31, 2003, 2002 and 2001 and for the nine months ended September 30, 2004 and 2003 (in thousands):

		Year Ended December 31,									Nine Months Ended September 30,

(dollars in thousands)		2003			2002			2001			2004			2003

Adjusted EBITDA		$	433,975		$	359,578		$	306,691		$	367,148		$	315,385
Interest expense, net			(70,792	)		(62,560	)		(94,248	)		(56,269	)		(51,926	)
Provision for income taxes			(88,517	)		(70,459	)		(44,195	)		(76,344	)		(64,090	)
(Loss) income from operations of hospitals sold or held for sale			(577	)		(817	)		(1,275	)		(2,730	)		(288	)
Depreciation and amortization of discontinued operations			3,136			3,342			3,790			1,696			2,434
Deferred income taxes			61,574			38,172			25,280			-			175
Stock compensation expense			13			26			44			2			10
Other non-cash (income) expenses, net			320			186			(104	)		932			(43	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
	Patient accounts receivable		(150,843	)		(19,099	)		(12,241	)		(11,713	)		(79,493	)
	Supplies, prepaid expenses and other current assets		(13,727	)		(12,566	)		1,999			(17,778	)		(8,899	)
	Accounts payable, accrued liabilities and income taxes		34,722			22,628			(40,088	)		36,927			59,097
Other			34,420			27,068			8,734			21,303			25,994

Net cash provided by operating activities		$	243,704		$	285,499		$	154,387		$	263,174		$	198,356

(12) In calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of interest expense (which includes amortization of deferred financing costs and debt issuance costs) and one-quarter of rent expense, deemed representative of that portion of rent expense estimated to be attributable to interest.

Risk factors

This offering involves a high degree of risk. You should carefully consider the risks described below as well as other information and data included and incorporated by reference in this prospectus before making an investment decision. If any of the events described in the risk factors below or in the documents incorporated by reference occur, our business, financial condition, operating results and prospects could be materially adversely affected, which in turn could adversely affect our ability to pay interest and/or principal on the notes.

Risks related to our business

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the notes.

We are significantly leveraged. The chart below shows our level of indebtedness and other information as of December 31, 2004. This chart does not include $425 million that would be available for future borrowings under the revolving tranche of our senior secured credit facility, of which $21 million is reserved for outstanding letters of credit. We also have the ability to amend our senior secured credit facility to provide for one or more additional tranches of term loans in aggregate principal amount of up to $400 million.

(Dollars in millions)		As of December 31, 2004


Senior secured credit facility:
	Revolving tranche	$	-
	Term loan		1,197
Notes			300
Other			335
	Total debt		1,832
Stockholders' equity			1,240

		Twelve months ended December 31, 2004


Ratio of earnings to fixed charges(1)		3.59x

(1): In calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes and minority interest expense plus fixed charges. Fixed charges consist of interest expense (which includes amortization of deferred financing costs and debt issuance costs) and one-quarter of rent expense, deemed representative of that portion of rent expense estimated to be attributable to interest.

Our substantial degree of leverage could have important consequences for you, including the following:

•: it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
•: a substantial portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for

other purposes, including our operations, capital expenditures and future business opportunities;

•: the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations, including those related to the notes;
•: some of our borrowings, including borrowings under our senior secured credit facility, are at variable rates of interest, exposing us to the risk of increased interest rates;
•: it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and
•: we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.

If competition decreases our ability to acquire additional hospitals on favorable terms, we may be unable to execute our acquisition strategy.

An important part of our business strategy is to acquire two to four hospitals each year in non-urban markets. However, not-for-profit hospital systems and other for-profit hospital companies generally attempt to acquire the same type of hospitals as we do. Some of these other purchasers have greater financial resources than we do. Our principal competitors for acquisitions included Health Management Associates, Inc., Province Healthcare Company and LifePoint Hospitals, Inc. Recently, LifePoint Hospitals announced an agreement to acquire Province Healthcare. On some occasions, we also compete with Universal Health Services, Inc. and Triad Hospitals Inc. In addition, some hospitals are sold through an auction process, which may result in higher purchase prices than we believe are reasonable. Therefore, we may not be able to acquire additional hospitals on terms favorable to us.

If we fail to improve the operations of future acquired hospitals, we may be unable to achieve our growth strategy.

Most of the hospitals we have acquired or will acquire had or may have significantly lower operating margins than we do and/or operating losses prior to the time we acquired them. In the past, we have occasionally experienced temporary delays in improving the operating margins or effectively integrating the operations of these acquired hospitals. In the future, if we are unable to improve the operating margins of acquired hospitals, operate them profitably, or effectively integrate their operations, we may be unable to achieve our growth strategy.

If we acquire hospitals with unknown or contingent liabilities, we could become liable for material obligations.

Hospitals that we acquire may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations. Although we seek indemnification from prospective sellers covering these matters, we may nevertheless have material liabilities for past activities of acquired hospitals.

State efforts to regulate the sale of hospitals operated by not-for-profit entities could prevent us from acquiring additional hospitals and executing our business strategy.

Many states, including some where we have hospitals and others where we may in the future acquire hospitals, have adopted legislation regarding the sale or other disposition of hospitals

operated by not-for-profit entities. In other states that do not have specific legislation, the attorneys general have demonstrated an interest in these transactions under their general obligations to protect charitable assets from waste. These legislative and administrative efforts focus primarily on the appropriate valuation of the assets divested and the use of the proceeds of the sale by the non-profit seller. While these review and, in some instances, approval processes can add additional time to the closing of a hospital acquisition, we have not had any significant difficulties or delays in completing acquisitions. However, future actions on the state level could seriously delay or even prevent our ability to acquire hospitals.

State efforts to regulate the construction, acquisition or expansion of hospitals could prevent us from acquiring additional hospitals, renovating our facilities or expanding the breadth of services we offer.

Some states require prior approval for the construction or acquisition of healthcare facilities and for the expansion of healthcare facilities and services. In giving approval, these states consider the need for additional or expanded healthcare facilities or services. In some states in which we operate, we are required to obtain certificates of need, known as CONs, for capital expenditures exceeding a prescribed amount, changes in bed capacity or services, and some other matters. Other states may adopt similar legislation. We may not be able to obtain the required CONs or other prior approvals for additional or expanded facilities in the future. For example, in October 2003, our hospital in Jackson, Tennessee, which we acquired earlier that year, lost a competitor's long standing challenge of the CON originally granted in 1998 to provide interventional cardiology and open heart surgery services. The challenge concluded with the voiding of the previously issued CON and a discontinuation of those services. The voiding of the CON did not have a material adverse impact on our operations. In addition, at the time we acquire a hospital, we may agree to replace or expand the facility we are acquiring. If we are not able to obtain required prior approvals, we would not be able to acquire additional hospitals and expand the breadth of services we offer.

If we are unable to effectively compete for patients, local residents could use other hospitals.

The hospital industry is highly competitive. In addition to the competition we face for acquisitions and physicians, we must also compete with other hospitals and healthcare providers for patients. The competition among hospitals and other healthcare providers for patients has intensified in recent years. Our hospitals are located in non-urban service areas. In approximately 85% of our markets, we are the sole provider of general healthcare services. In most of our other markets, the primary competitor is a not-for-profit hospital. These not-for-profit hospitals generally differ in each jurisdiction. However, our hospitals face competition from hospitals outside of their primary service area, including hospitals in urban areas that provide more complex services. These facilities generally are located in excess of 25 miles from our facilities. Patients in our primary service areas may travel to these other hospitals for a variety of reasons. These reasons include physician referrals or the need for services we do not offer. Patients who seek services from these other hospitals may subsequently shift their preferences to those hospitals for the services we provide.

charitable contributions. These hospitals can make capital expenditures without paying sales, property and income taxes. We also face competition from other specialized care providers, including outpatient surgery, orthopedic, oncology and diagnostic centers.

We expect that these competitive trends will continue. Our inability to compete effectively with other hospitals and other healthcare providers could cause local residents to use other hospitals.

The failure to obtain our medical supplies at favorable prices could cause our operating results to decline.

In 1997, we entered into an affiliation agreement with Broadlane, a group purchasing organization, or GPO, of which we are a minority owner. GPOs attempt to obtain favorable pricing on medical supplies with manufacturers and vendors who sometimes negotiate exclusive supply arrangements in exchange for the discounts they give. Recently, some vendors who are not GPO members have challenged these exclusive supply arrangements. In addition, the U.S. Senate has held hearings with respect to GPOs and these exclusive supply arrangements. To the extent these exclusive supply arrangements are challenged or deemed unenforceable, we could incur higher costs for our medical supplies obtained through Broadlane. These higher costs could cause our operating results to decline.

In November 2004, we determined to terminate our affiliation agreement with Broadlane on March 15, 2005. Thereafter, in January 2005, we entered into a five-year participation agreement with automatic renewal terms of one year each with HealthTrust Purchasing Group, L.P., a GPO. There can be no assurance that our arrangement with HealthTrust will provide the discounts we expect to achieve.

If the fair value of our reporting units declines, a material non-cash charge to earnings from impairment of our goodwill could result.

Affiliates of Forstmann Little & Co. acquired our predecessor company in 1996 principally for cash. We recorded a significant portion of the purchase price as goodwill. We have also recorded as goodwill a portion of the purchase price for many of our subsequent hospital acquisitions. At September 30, 2004, we had approximately $1.213 billion of goodwill recorded on our books. We expect to recover the carrying value of this goodwill through our future cash flows. On an ongoing basis, we evaluate, based on the fair value of our reporting units, whether the carrying value of our goodwill is impaired. If the carrying value of our goodwill is impaired, we may incur a material non-cash charge to earnings.

Risks related to our industry

If federal or state healthcare programs or managed care companies reduce the payments we receive as reimbursement for services we provide, our net operating revenues may decline.

In 2003, 43.8% of our net operating revenues came from the Medicare and Medicaid programs. In recent years, federal and state governments made significant changes in the Medicare and Medicaid programs, including the Medicare Prescription Drug, Improvement and Modernization Act of 2003. Some of these changes have decreased the amount of money we receive for our services relating to these programs.

In recent years, Congress and some state legislatures have introduced an increasing number of other proposals to make major changes in the healthcare system. Future federal and state legislation may further reduce the payments we receive for our services. For example, the

Governor of the State of Tennessee recently announced plans to dissolve TennCare, a supplementary health care program for poor, disabled and elderly persons. Subsequently, the Governor of the State of Tennessee announced instead plans to cut costs in TennCare by restricting eligibility and capping specified services. If implemented, these plans could reduce payments for our services provided in the State of Tennessee.

In addition, insurance and managed care companies and other third parties from whom we receive payment for our services increasingly are attempting to control healthcare costs by requiring that hospitals discount payments for their services in exchange for exclusive or preferred participation in their benefit plans. We believe that this trend may continue and may reduce the payments we receive for our services.

If we fail to comply with extensive laws and government regulations, including fraud and abuse laws, we could suffer penalties or be required to make significant changes to our operations.

The healthcare industry is required to comply with many laws and regulations at the federal, state, and local government levels. These laws and regulations require that hospitals meet various requirements, including those relating to the adequacy of medical care, equipment, personnel, operating policies and procedures, maintenance of adequate records, compliance with building codes, environmental protection and privacy. These laws include the Health Insurance Portability and Accountability Act of 1996 and a section of the Social Security Act, known as the "anti-kickback" statute. If we fail to comply with applicable laws and regulations, including fraud and abuse laws, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in the Medicare, Medicaid, and other federal and state healthcare programs.

In addition, there are heightened coordinated civil and criminal enforcement efforts by both federal and state government agencies relating to the healthcare industry, including the hospital segment. The ongoing investigations relate to various referral, cost reporting, and billing practices, laboratory and home healthcare services, and physician ownership and joint ventures involving hospitals.

In the future, different interpretations or enforcement of these laws and regulations could subject our current practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs, and operating expenses.

A shortage of qualified nurses could limit our ability to grow and deliver hospital healthcare services in a cost-effective manner.

Hospitals are currently experiencing a shortage of nursing professionals, a trend which we expect to continue for some time. If the supply of qualified nurses declines in the markets in which our hospitals operate, it may result in increased labor expenses and lower operating margins at those hospitals. In 2003, for example, our contract labor expense as a percentage of net operating revenue increased 0.5% primarily as a result of the additional use of nursing-related contract labor. In addition, in some markets like California, there are requirements to maintain specified nurse-staffing levels. To the extent we cannot meet those levels, the healthcare services that we provide in these markets may be reduced.

If we become subject to significant legal actions, we could be subject to substantial uninsured liabilities or increased insurance costs.

In recent years, physicians, hospitals, and other healthcare providers have become subject to an increasing number of legal actions alleging malpractice, product liability, or related legal theories. Many of these actions involve large claims and significant defense costs. To protect us from the cost of these claims, we generally maintain professional malpractice liability insurance and general liability insurance coverage in amounts and with deductibles that we believe to be appropriate for our operations. However, our insurance coverage may not cover all claims against us or may not continue to be available at a reasonable cost for us to maintain adequate levels of insurance. The cost of malpractice and other liability insurance increased in 2002 by 0.7% and in 2003 by 0.4% of net operating revenue, although in the nine months ended September 30, 2004, this cost remained approximately the same as a percentage of net operating revenue. If these costs rise rapidly, our profitability could decline. For a further discussion of our insurance coverage, see our discussion of professional liability insurance claims in "Management's discussion and analysis of financial condition and results of operations."

Risks related to the notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. See "Forward-looking statements" and "Management's discussion and analysis of financial condition and results of operations—Liquidity and capital resources."

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, including the operations of our existing hospitals and the substantial capital resources required for our acquisition program. We also may be forced to sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our senior secured credit facility and the indenture governing the notes. For example, our senior secured credit facility and the indenture governing the notes restrict our ability to dispose of assets and use the proceeds from any dispositions. We may not be able to consummate those dispositions and any proceeds we receive may not be adequate to meet any debt service obligations then due. See "Description of other indebtedness" and "Description of exchange notes."

We are a holding company and may not have access to sufficient cash to make payments on the notes.

We are a holding company with no direct operations. Our principal assets are the equity interests we hold in our operating subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our

indebtedness, including the notes. In addition, any payments of dividends, distributions, loans or advances to us by our subsidiaries could be subject to legal and contractual restrictions. Our subsidiaries are permitted under the terms of our indebtedness, including the indenture governing the notes, to incur additional indebtedness that may restrict payments from those subsidiaries to us. We cannot assure you that agreements governing the current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments on the notes when due.

Our subsidiaries are separate and distinct legal entities, and they may have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment.

Restrictive covenants in the indenture governing the notes may adversely affect us.

The indenture governing the notes contains various covenants that limit our ability and/or our restricted subsidiaries' ability to:

•: incur, assume or guarantee additional indebtedness;
•: issue redeemable stock and preferred stock;
•: repurchase capital stock;
•: make restricted payments, including paying dividends and making investments;
•: redeem debt that is junior in right of payment to the notes;
•: create liens without securing the notes;
•: sell or otherwise dispose of assets, including capital stock of subsidiaries;
•: enter into agreements that restrict dividends from subsidiaries;
•: merge, consolidate, sell or otherwise dispose of substantially all our assets;
•: enter into transactions with affiliates;
•: incur debt senior to the notes but junior to other indebtedness; and
•: guarantee indebtedness.

In addition, our senior secured credit facility also contains restrictive covenants and requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those tests. A breach of any of these covenants could result in a default under our senior secured credit facility and/or the notes. Upon the occurrence of an event of default under our senior secured credit facility, the lenders could elect to declare all amounts outstanding under our senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under our senior secured credit facility could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit facility. If the lenders under our senior secured credit facility accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay our senior secured credit facility and our other indebtedness, including the notes. See "Description of other indebtedness."

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our borrowings under our senior secured credit facility are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured credit facility that is not waived by the required lenders, and the remedies sought by the holders of indebtedness as a result of a default, could render us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including covenants in the indenture governing the notes and our senior secured credit facility, we could be in default under the terms of the agreements governing this indebtedness, including our senior secured credit facility and in the indenture governing the notes. In the event of any default, the holders of this indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facility could elect to terminate their commitments under this facility, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facility to avoid being in default. If we breach our covenants under our senior secured credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See "Description of other indebtedness" and "Description of exchange notes."

Your ability to receive payments on these notes is junior to those lenders who have a security interest in our assets.

Our obligations under the notes will be unsecured, but our obligations under our senior secured credit facility are secured by an interest in substantially all of our assets. CHS/Community Health Systems, Inc., our wholly owned subsidiary, is the borrower under the senior secured credit facility, and Community Health Systems, Inc., the issuer of the notes, has guaranteed obligations under the senior secured credit facility on a senior basis. The issuer's guarantee of the senior secured credit facility is secured by the pledge of the issuer's sole asset, which is the stock of CHS/Community Health Systems, Inc. If we are declared bankrupt or insolvent, or if we default under our senior secured credit facility, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we are unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture at such time. In such event, because the notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which claims of the holders

of notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully. See "Description of other indebtedness."

The notes are not guaranteed by any of our subsidiaries and, as a result, will be structurally subordinated to all indebtedness of our subsidiaries. Creditors of our subsidiaries will have priority as to our subsidiaries' assets.

You will not have any claims as a creditor against our subsidiaries. All indebtedness and other liabilities of our subsidiaries, including, without limitation, guarantees of other indebtedness of ours and trade payables, whether senior, subordinated, secured or unsecured, will effectively be senior to your claims against the assets of our subsidiaries. All obligations owed by our subsidiaries would have to be satisfied before any of the assets of our subsidiaries would be available for distribution, upon a liquidation or otherwise, to us. In addition, any future indebtedness that we are permitted to incur under the terms of our senior secured credit facility and the indenture may be incurred by our subsidiaries. As of December 31, 2004, the aggregate amount of debt and other obligations of our subsidiaries, including guarantees of other indebtedness of ours and trade payables but excluding intercompany liabilities, were approximately $1,805 million, all of which will be structurally senior to the notes. This amount does not include guarantees of indebtedness under the senior secured credit facility by some of our subsidiaries.

We may not be able to satisfy our obligations to holders of the notes upon a change of control.

Upon the occurrence of a "change of control," as defined in the indenture governing the notes, the holders of the notes will be entitled to require us to repurchase the outstanding notes at a purchase price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to the date of repurchase. Failure to make this repurchase would result in a default under the indenture. Also, our senior secured credit facility may effectively prevent the purchase of the notes by us if a change of control occurs and these lenders do not consent to our purchase of the notes, unless all amounts outstanding under the senior secured credit facility are repaid in full. Our failure to purchase or give a notice of purchase of the notes would be a default under the indenture, which would in turn be a default under the senior secured credit facility. In addition, a change of control may constitute an event of default under the senior secured credit facility. A default under the senior secured credit facility would result in a default under the indenture if the lenders accelerate the debt under the senior secured credit facility. Furthermore, our obligations under the convertible debentures require the repurchase of the outstanding convertible debentures upon a change of control as defined in the indenture governing the convertible debentures. While the definition of change of control in that indenture is different from the definition of change of control under the notes, a change of control under that indenture is a change of control under the notes. Any future credit agreements or other agreements to which we become a party may contain similar restrictions and provisions. The exercise by holders of the notes of their right to require us to repurchase the notes could cause a default under our other debt agreements due to the financial effect of these repurchases on us, even if the change of control itself does not cause a default under the indenture.

In the event of a change of control, we may not have sufficient funds to repurchase the notes and to satisfy our other obligations under the notes and any other indebtedness. The source of funds for any purchase of notes would be available cash or cash generated from other sources. We cannot be sure that any cash would be available. Upon the occurrence of a change of

control, we could seek to refinance our indebtedness or obtain a waiver from our lenders, but it is possible that we would not be able to obtain a waiver or refinance our indebtedness on commercially reasonable terms, if at all. Moreover, the provisions in the indenture governing the notes regarding a change of control could increase the difficulty of a potential acquiror obtaining control of us. See "Description of exchange notes—Change of control."

The change of control provisions in the indenture governing the notes may not protect you in the event we consummate a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control under the indenture. Some of these transactions may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change in the magnitude required under the definition of change of control in the indenture to trigger our obligation to repurchase the notes. Except as described above, the indenture does not contain provisions that permit the holders of the notes to require us to repurchase or redeem the notes in an event of a takeover, recapitalization or similar transaction. Therefore, if an event occurs that does not constitute a change of control as defined under the indenture governing the notes, we will not be required to make an offer to repurchase the notes and you may be required to hold your notes despite the event. See "Description of other indebtedness" and "Description of exchange notes—Change of control."

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks described above.

We, our subsidiaries and any of our future subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes do not fully prohibit us from doing so and all of this additional debt may be senior to the notes. For example, under the indenture for the notes, we or our subsidiaries may incur up to $2.5 billion pursuant to a credit facility or a qualified receivables transaction, less certain amounts repaid with the proceeds of asset dispositions. If we incur any additional indebtedness, including trade payables, that ranks equally with the notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. Additionally, our senior secured credit facility provides for commitments of up to $1.625 billion in the aggregate. We also have the ability to amend our senior secured credit facility to provide for one or more additional tranches of term loans in aggregate principal amount of up to $400 million. All borrowings under our senior secured credit facility would be secured senior indebtedness. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify. See "Description of exchange notes" and "Description of other indebtedness."

There is no prior public market for the notes, and there is no assurance that any active trading market will develop for the notes.

The outstanding notes were issued to, and we believe those securities are owned by, a relatively small number of beneficial owners. The outstanding notes have not been registered under the Securities Act and will remain subject to restrictions on transferability if they are not exchanged for the exchange notes. Although the exchange notes may be resold or otherwise transferred by the holders without compliance with the registration requirements under the Securities Act, they will constitute a new issue of securities with no established trading market. The initial purchasers have also advised us that they intend to make a market in the notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated

to make a market in the notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the exchange offer or while the effectiveness of a shelf registration statement is pending. Therefore, we cannot assure you as to the development or liquidity of any trading market for the notes. The liquidity of any market for the notes will also depend on a number of factors, including:

•: the number of holders of notes;
•: our operating performance and financial condition;
•: our ability to complete the offer to exchange the notes for the exchange notes;
•: the market for similar securities;
•: the interest of securities dealers in making a market in the notes; and
•: prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions or that any disruptions may not adversely affect the prices at which you may sell your notes. Therefore, we cannot assure you that you will be able to sell your notes at a particular time or the price that you receive when you sell will be favorable.

Some of our subsidiaries may guarantee the notes in the future. Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

While the notes will not be guaranteed by any of our subsidiaries at the time of issuance, under the terms of the indenture governing the notes, one or more of our subsidiaries would be required to guarantee the notes in the future under specified circumstances. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor under specific circumstances, including circumstances where the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•: received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and
•: was insolvent or rendered insolvent by reason of such incurrence; or
•: was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
•: intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•: the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

•: if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•: it could not pay its debts as they become due.

We cannot assure you as to what standard a court would use to determine whether or not a guarantor would be solvent at the relevant time, or regardless of the standard used, that the guarantees would not be subordinated to any guarantor's other debt.

You may have difficulty selling the outstanding notes which you do not exchange.

If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your outstanding notes. Those transfer restrictions are described in the indenture and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the outstanding notes under the Securities Act.

If a large number of outstanding notes are exchanged for notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged outstanding notes. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to have those outstanding notes registered under the Securities Act.

See "The exchange offer—Consequences of failure to exchange your outstanding notes" for a discussion of the possible consequences of failing to exchange your outstanding notes.

Use of proceeds

We will not receive any proceeds in connection with the exchange offer. In consideration for issuing the exchange notes in exchange for the outstanding notes as described in this prospectus, we will receive, retire and cancel the outstanding notes tendered in the exchange offer. The net proceeds from the sale of the outstanding notes, after deducting underwriting discounts, was approximately $292 million. Prior to the closing of the offering of the outstanding notes, we made additional borrowings under the revolving tranche of our senior secured credit facility so that at the closing of the offering all of the net proceeds from the offering were used to repay borrowings under the revolving tranche without a reduction in our ability to borrow thereunder. The additional funds borrowed under the revolving tranche comprise available cash and may be used for future acquisitions and other general corporate purposes.

Capitalization

The following table sets forth our capitalization as of December 31, 2004. This table should be read in conjunction with our consolidated financial statements and related notes included and incorporated by reference in this prospectus.

(Dollars in thousands)			As of December 31, 2004


Cash and Cash equivalents			$	82,498

Long-term debt (including current portion thereof):
	Senior secured credit facility:
		Revolving tranche(1)		—
		Term loan(2)		1,197,000
	Convertible notes			287,500
	Notes offered hereby			300,000
	Capital lease obligations			22,471
	Tax-exempt bonds			8,000
	Term loans from acquisitions			8,400
	Other(3)			8,364

		Total debt	$	1,831,735

Additional paid-in capital				1,047,888
Common stock				886
Treasury stock				(6,678	)
Accumulated earnings				191,849
Accumulated other comprehensive income				6,046
		Total stockholders' equity		1,239,991

		Total capitalization	$	3,071,726

(1) As of December 31, 2004, we are able to borrow $425 million under the revolving tranche of our senior secured credit facility. Of this amount, $21 million is reserved for outstanding letters of credit.

(2) Our senior secured credit facility includes an incremental term loan feature permitting us to borrow an additional $400 million on specified terms.

(3) As of December 31, 2004, we had other debt consisting primarily of an industrial revenue bond and other obligations maturing in various installments through 2014.

Selected financial and other data

The following table sets forth a summary of our selected consolidated historical financial data for (1) each of the fiscal years ended December 31, 2003, 2002, 2001, 2000 and 1999, which have been derived from our consolidated financial statements and our accounting records, and (2) the nine month periods ended September 30, 2004 and September 30, 2003, which have been derived from our unaudited interim condensed consolidated financial statements and our accounting records. In the opinion of management, the unaudited interim financial data includes all adjustments, consisting of only normal non-recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the entire year. The following data should be read in conjunction with our consolidated financial statements and related notes, "Management's discussion and analysis of financial condition and results of operations" and other financial information included or incorporated by reference in this prospectus.

		Year Ended December 31,															Nine Months Ended September 30,

(Dollars in thousands, except share and per share data)		Year Ended December 31,															Nine Months Ended September 30,
(Dollars in thousands, except share and per share data)		2003			2002			2001			2000			1999			2004			2003

Consolidated Statement of Operations Data
Net operating revenues		$	2,796,766		$	2,163,384		$	1,657,476		$	1,305,672		$	1,052,247		$	2,460,968		$	2,010,922
Income from operations			291,358			242,466			190,704			156,864			123,901			250,980			212,142
Income (loss) from continuing operations			132,049			100,801			46,018			10,903			(15,705	)		117,579			96,126
Net income (loss)			131,472			99,984			44,743			9,569			(16,789	)		111,204			95,838
Earnings per common share—Basic:
	Income (loss) from continuing operations	$	1.34		$	1.02		$	0.52		$	0.16		$	(0.29	)	$	1.20		$	0.98
	Loss on discontinued operations		—			—			(0.01	)		(0.02	)		(0.02	)		(0.07	)		(0.01	)

	Net income (loss)	$	1.34		$	1.02		$	0.51		$	0.14		$	(0.31	)	$	1.13		$	0.97
Earnings per common share—Diluted:
	Income (loss) from continuing operations	$	1.30		$	1.01		$	0.51		$	0.16		$	(0.29	)	$	1.14		$	0.95
	Loss on discontinued operations		—			(0.01	)		(0.01	)	$	(0.02	)		(0.02	)		(0.06	)		—

	Net income (loss)	$	1.30		$	1.00		$	0.50		$	0.14		$	(0.31	)	$	1.08		$	0.95
Weighted-average number of shares outstanding:
	Basic		98,391,849			98,421,052			88,382,443			67,610,399			54,545,030			98,429,963			98,437,932
	Diluted(1)		108,094,956	(2)		108,378,131	(2)		90,251,428			69,187,191			54,545,030			108,666,472	(2)		107,979,647	(2)

	Year Ended December 31,															Nine Months Ended September 30,

(Dollars in thousands)	2003			2002			2001			2000			1999			2004			2003

Other Operating Data Consolidated Data
Number of hospitals(3)		69			60			54			49			43			71			69
Licensed beds(3),(4)		7,637			6,137			5,214			4,511			3,938			7,971			7,408
Beds in service(3),(5)		6,041			4,800			3,996			3,444			2,979			6,440			5,748
Admissions(6)		250,901			205,607			165,100			139,407			116,650			208,972			180,866
Adjusted admissions(7)		458,709			379,604			303,677			255,770			210,388			387,042			332,149
Patient days(8)		989,891			792,252			624,740			532,083			463,635			849,732			704,927
Average length of stay (days)(9)		3.9			3.9			3.8			3.8			4.0			4.1			3.9
Occupancy rate (beds in service)(10)		48.9	%		48.3	%		47.2	%		45.2	%		44.9	%		50.3	%		48.0	%
Net operating revenues	$	2,796,766		$	2,163,384		$	1,657,476		$	1,305,672		$	1,052,247		$	2,460,968		$	2,010,922
Net inpatient revenues as a % of total net operating revenues		51.3	%		52.5	%		51.5	%		51.0	%		52.7	%		50.4	%		51.1	%
Net outpatient revenues as a % of total net operating revenues		47.5	%		46.2	%		47.3	%		47.4	%		45.6	%		48.2	%		47.6	%
Net income (loss)	$	131,472		$	99,984		$	44,743		$	9,569		$	(16,789	)	$	111,204		$	95,838
Net income (loss) as a % of total net operating revenues		4.7	%		4.6	%		2.7	%		0.7	%		(1.6	%)		4.5	%		4.8	%
Other Operating Data Liquidity
Adjusted EBITDA(11)	$	433,975		$	359,578		$	306,691		$	250,961		$	203,010		$	367,148		$	315,385
Adjusted EBITDA as a % of total net operating revenues(11)		15.5	%		16.6	%		18.5	%		19.2	%		19.3	%		14.9	%		15.7	%
Net cash flows provided by (used in) operating activities	$	243,704		$	285,499		$	154,387		$	25,080		$	(11,308	)	$	263,174		$	198,356
Net cash flows provided by operating activities as a % of total net operating revenues		8.7	%		13.2	%		9.3	%		1.9	%		(1.1	)%		10.7	%		9.9	%
Net cash flows used in investing activities	$	(620,770	)	$	(291,140	)	$	(265,111	)	$	(244,441	)	$	(155,541	)	$	(271,679	)	$	(441,316	)
Net cash flows provided by financing activities	$	260,553		$	130,099		$	105,370		$	228,819		$	164,412		$	12,126		$	172,758
Ratio of earnings to fixed charges(12)		3.44			3.14			1.81			1.20			—			3.65			3.43

	At December 31,										At September 30,

(Dollars in thousands)	2003		2002		2001		2000		1999		2004		2003

Consolidated Balance Sheet Data
Cash and cash equivalents	$	16,331	$	132,844	$	8,386	$	13,740	$	4,282	$	19,952	$	62,642
Total assets		3,350,211		2,809,496		2,451,464		2,213,837		1,895,084		3,534,695		3,187,725
Long-term obligations		1,601,558		1,276,761		1,045,427		1,216,790		1,430,099		1,929,327		1,485,878
Stockholders' equity		1,350,589		1,214,305		1,115,665		756,174		229,708		1,185,762		1,307,011

(1) See Note 10 to our consolidated audited financial statements and Note 9 to our unaudited interim condensed consolidated financial statements, included and incorporated by reference in this prospectus.