sec document
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /_/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
LIFEPOINT HOSPITALS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ACCIPITER LIFE SCIENCES FUND, LP
ACCIPITER LIFE SCIENCES FUND II, LP
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
ACCIPITER LIFE SCIENCES FUND II (QP), LP
ACCIPITER CAPITAL MANAGEMENT, LLC
CANDENS CAPITAL, LLC
GABE HOFFMAN
MOHSIN Y. MEGHJI
EARL P. HOLLAND
NICOLE VIGLUCCI
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/_/ Fee paid previously with preliminary materials:
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/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
-2-
On April 12, 2006, Accipiter Life Sciences Fund, LP ("Accipiter"),
together with the other participants named herein, made a preliminary filing
with the Securities and Exchange Commission ("SEC") of a proxy statement and an
accompanying proxy card to be used to solicit votes for the election of its
nominees at the 2006 annual meeting of stockholders of LifePoint Hospitals,
Inc., a Delaware corporation (the "Company").
Item 1: On March 31, 2006, Accipiter sent the following letter to the
Corporate Secretary of the Company.
ACCIPITER LIFE SCIENCES FUND, LP
399 Park Avenue, 38th Floor
New York, New York 10022
March 31, 2006
BY E-MAIL, FACSIMILE AND EXPRESS MAIL
LifePoint Hospitals, Inc.
103 Powell Court
Suite 200
Brentwood, Tennessee 37027
Attn: Corporate Secretary
Re: NOTICE OF NOMINATION FOR ELECTION AS DIRECTORS AT THE 2006
ANNUAL MEETING OF STOCKHOLDERS OF LIFEPOINT HOSPITALS, INC.
Dear Sir:
This letter is intended to serve as notice to LifePoint Hospitals, Inc.
("LifePoint") as to the nomination by Accipiter Life Sciences Fund, LP, a
Delaware limited partnership ("Accipiter Life Sciences"), of three (3) nominees
for election to the Board of Directors of LifePoint (the "LifePoint Board") at
the 2006 annual meeting of stockholders of LifePoint, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "2006 Annual Meeting").
This letter and all Exhibits attached hereto are collectively referred
to as the "Notice." Accipiter Life Sciences is the beneficial owner of 340,787
shares of common stock, $.01 par value per share (the "Common Stock"), of
LifePoint, 1,000 shares of which are held of record. Accipiter Life Sciences
Fund II, LP, a Delaware limited partnership ("ALSF II"), Accipiter Life Sciences
Fund (Offshore), Ltd., a Cayman Islands company ("ALSF Offshore"), Accipiter
Life Sciences Fund II (Offshore), Ltd., a Cayman Islands company ("ALSF II
Offshore") and Accipiter Life Sciences Fund II (QP), LP, a Delaware limited
partnership ("ALSF II QP"), affiliates of Accipiter Life Sciences (together with
Accipiter Life Sciences, the "Accipiter Group"), are the beneficial owners of
173,555 shares, 326,102 shares, 96,603 shares and 48,347 shares of Common Stock,
respectively. Through this Notice, Accipiter Life Sciences hereby nominates and
notifies you of its intent to nominate Mohsin Y. Meghji, Earl P. Holland and
Nicole Viglucci as nominees (the "Nominees") to be elected to the LifePoint
Board at the 2006 Annual Meeting. Accipiter Life Sciences believes that the
terms of three (3) Class I directors currently serving on the LifePoint Board
expire at the 2006 Annual Meeting. To the extent there are in excess of three
(3) vacancies on the LifePoint Board to be filled by election at the 2006 Annual
Meeting or LifePoint increases the size of the LifePoint Board above its
existing size, Accipiter Life Sciences reserves the right to nominate additional
nominees to be elected to the LifePoint Board at the 2006 Annual Meeting.
Additional nominations made pursuant to the preceding sentence are without
prejudice to the position of Accipiter Life Sciences that any attempt to
increase the size of the current LifePoint Board or to reconstitute or
reconfigure the classes on which the current directors serve constitutes an
unlawful manipulation of LifePoint's corporate machinery. If this Notice shall
be deemed for any reason by a court of competent jurisdiction to be ineffective
with respect to any individual Nominee at the 2006 Annual Meeting, or if any
individual Nominee shall be unable to serve for any reason, this Notice shall
continue to be effective with respect to the remaining any Nominee(s) and as to
any replacement Nominee(s) selected by Accipiter Life Sciences. Below please
find information required by Regulation 14A of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and other information concerning the
Nominees.
MOHSIN Y. MEGHJI (AGE 41) is a Principal and co-founder of Loughlin
Meghji + Company ("LM+Co"), a New York based financial advisory firm
specializing in advising management, investors and lenders. LM+Co was founded in
February 2002. Prior to that, Mr. Meghji spent 11 years with the Global
Corporate Finance Group of Arthur Andersen LLP, most recently as a partner in
the New York office. From May 2002 to December 2004 upon its sale, Mr. Meghji
served on the board of directors of Mariner Health Care Inc., a $1.5 billion
publicly-held, integrated health care services provider. He currently serves on
the board of directors of Cascade Timberlands LLC and Dan River, Inc., a
subsidiary of GHCL Ltd., an Indian conglomerate. Mr. Meghji graduated with a
Bachelor of Business Administration from the Schulich School of Business of York
University in Canada and has completed the Advanced Corporate Finance Program at
the INSEAD Business School in France. The principal business address of Mr.
Meghji is c/o Loughlin Meghji + Company, 148 Madison Avenue, New York, New York
10016-6700. Mr. Meghji does not beneficially own, and has not purchased or sold
during the past two years, any securities of LifePoint.
EARL P. HOLLAND (AGE 60) most recently served until January 2001 as the
Chief Operating Officer and Vice Chairman of Health Management Associates, Inc.,
a hospital company operator that trades on the New York Stock Exchange. He
retired in January 2001 and is now a private investor. Mr. Holland currently
serves as a director of Team Health, a supplier of physician staffing for
hospitals and military bases that was recently acquired by The Blackstone Group,
and serves as a member of its compensation committee. He is also a director of
Orion Bancorp, a large private bank in Florida, where he serves as the chairman
of each of the audit committee and compensation committee. Mr. Holland is also
the Vice Chairman of the board of directors of Cornerstone National Insurance
Co., a private automobile insurance company, and serves on its compensation
committee. Other current directorships of Mr. Holland include Ultra Watt, Inc.,
a private research and development company specializing in energy-efficient
lighting technologies, and Medical Diagnostic Technology, a company specializing
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in early cancer detection. Mr. Holland is retired and does not currently have a
principal business address. Mr. Holland does not beneficially own, and has not
purchased or sold during the past two years, any securities of LifePoint.
NICOLE VIGLUCCI (AGE 30) currently serves as a healthcare analyst at
Accipiter Capital Management, LLC, a private investment management firm. She has
served in that capacity since July 2005. From April 2002 to March 2005, she
served as an analyst at JL Advisors, LLC, a private investment firm. From May
2000 to April 2002 she served as an associate at The Carlyle Group, a private
global investment firm that originates, structures and acts as lead equity
investor in management-led buyouts, strategic minority equity investments,
equity private placements, consolidations and buildups, and growth capital
financings. The principal business address of Ms. Viglucci is c/o Accipiter
Capital Management, LLC, 399 Park Avenue, 38th Floor, New York, New York 10022.
Ms. Viglucci does not beneficially own, and has not purchased or sold during the
past two years, any securities of LifePoint and disclaims beneficial ownership
of the shares of Common Stock owned by the Accipiter Group.
Other than as stated above, there are no arrangements or understandings
between Accipiter Life Sciences and each Nominee or any other person or persons
pursuant to which the nominations described herein are to be made, other than
the consents by the Nominees to be named as a nominee in this Notice, to be
named as a nominee in any proxy statement filed by Accipiter Life Sciences in
connection with the solicitation of LifePoint stockholders and to serve as a
director of LifePoint, if so elected. Such consents are attached hereto as
EXHIBIT B.
Except as set forth in this Notice (including the Exhibits hereto), (i)
during the past 10 years, no Nominee has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); (ii) no Nominee directly
or indirectly beneficially owns any securities of LifePoint; (iii) no Nominee
owns any securities of LifePoint which are owned of record but not beneficially;
(iv) no Nominee has purchased or sold any securities of LifePoint during the
past two years; (v) no part of the purchase price or market value of the
securities of LifePoint owned by any Nominee is represented by funds borrowed or
otherwise obtained for the purpose of acquiring or holding such securities; (vi)
no Nominee is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
LifePoint, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any Nominee owns beneficially, directly or indirectly, any
securities of LifePoint; (viii) no Nominee owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of LifePoint; (ix) no
Nominee or any of his associates was a party to any transaction, or series of
similar transactions, since the beginning of LifePoint's last fiscal year, or is
a party to any currently proposed transaction, or series of similar
transactions, to which LifePoint or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000; (x) no Nominee or any of
his associates has any arrangement or understanding with any person with respect
to any future employment by LifePoint or its affiliates, or with respect to any
future transactions to which LifePoint or any of its affiliates will or may be a
party; and (xi) no Nominee has a substantial interest, direct or indirect, by
securities holdings or otherwise in any matter to be acted on at the 2006 Annual
Meeting.
The information concerning the stockholder giving the Notice required
by Section 11 of the Bylaws is set forth below:
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THE NAME AND ADDRESS, AS BELIEVED TO APPEAR ON LIFEPOINT'S BOOKS, OF
THE STOCKHOLDER GIVING THE NOTICE IS AS FOLLOWS:
ACCIPITER LIFE SCIENCES FUND, LP 399 Park Avenue, 38th Floor New York,
New York 10022
THE CLASS AND NUMBER OF SHARES OF COMMON STOCK WHICH ARE OWNED
BENEFICIALLY AND OF RECORD BY ACCIPITER LIFE SCIENCES AND THE OTHER MEMBERS OF
THE ACCIPITER GROUP ARE AS FOLLOWS:
Accipiter Life Sciences is the record holder of 1,000 shares of Common
Stock and the beneficial owner of 339,787 shares of Common Stock of LifePoint.
ALSF II is the beneficial owner of 173,555 shares of Common Stock and
does not currently hold any shares of Common Stock in record name.
ALSF Offshore is the beneficial owner of 326,102 shares of Common Stock
and does not currently hold any shares of Common Stock in record name.
ALSF II Offshore is the beneficial owner of 96,603 shares of Common
Stock and does not currently hold any shares of Common Stock in record name.
ALSF II QP is the beneficial owner of 48,347 shares of Common Stock and
does not currently hold any shares of Common Stock in record name.
Accipiter Life Sciences, the Accipiter Group and the Nominees intend to
solicit and participate in the solicitation of proxies in support of the
Nominees.
Please address any correspondence to Accipiter Life Sciences Fund, LP,
Attention: Gabe Hoffman, telephone (212) 705-8700, facsimile (212) 705-8750
(with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP,
Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention:
Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The
giving of this Notice is not an admission that any purported procedures for
notice concerning the nomination of directors to the Board are legal, valid or
binding, and Accipiter reserves the right to challenge their validity.
Very truly yours,
ACCIPITER LIFE SCIENCES FUND, LP
By: Candens Capital, LLC
its general partner
/s/ Gabe Hoffman
-------------------------------------
By: Gabe Hoffman, Managing Member
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EXHIBIT A
TRANSACTIONS IN SECURITIES OF LIFEPOINT
DURING THE PAST TWO YEARS
EXCEPT AS OTHERWISE SPECIFIED, ALL PURCHASES AND SALES WERE MADE IN THE OPEN
MARKET.
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
----------- ---------------- -------- -------------
I. ACCIPITER LIFE SCIENCES FUND, LP
----------------------------------------------------------------------------------------------
Common Stock 60,343 45.6113 8/04/05
Common Stock (19,734) 46.8194 8/09/05
Common Stock 19,740 45.0663 8/16/05
Common Stock (4,200) 46.3054 8/24/05
Common Stock 5,640 44.9650 8/30/05
Common Stock 14,100 44.2670 9/14/05
Common Stock 5,640 43.1200 9/20/05
Common Stock 10,152 42.7770 9/21/05
Common Stock 14,100 41.8432 10/25/05
Common Stock 28,200 40.2248 10/26/05
Common Stock (28,200) 38.9984 10/31/05
Common Stock 32,200 40.0200 11/18/05
Common Stock (15,400) 38.4484 12/01/05
Common Stock (352) 38.2747 12/02/05
Common Stock (16,800) 38.2747 12/02/05
Common Stock (26,450) 40.2552 12/13/05
Common Stock 26,811 29.5785 1/10/06
Common Stock 1,615 29.2700 1/10/06
Common Stock 34,987 29.5500 1/10/06
Common Stock (4,170) 31.1990 1/27/06
Common Stock (6,800) 31.1990 2/02/06
Common Stock 11,501 29.1040 3/06/06
Common Stock 1,548 30.0838 3/08/06
Common Stock 58,553 30.0258 3/08/06
Common Stock 2,143 28.6209 3/17/06
Common Stock 4,153 28.5900 3/17/06
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
----------- ---------------- -------- -------------
Common Stock 14,617 29.1516 3/20/06
Common Stock 2,643 28.7050 3/20/06
Common Stock 10,123 28.7188 3/20/06
Common Stock 7,765 29.2595 3/21/06
Common Stock 942 29.1678 3/21/06
Common Stock 79,019 29.3266 3/22/06
Common Stock 8,429 29.3327 3/23/06
II. AFFILIATES OF ACCIPITER LIFE SCIENCES FUND, LP
ACCIPITER LIFE SCIENCES FUND II, LP
Common Stock 130 36.7200 12/07/05
Common Stock (950) 39.8875 12/13/05
Common Stock 20,078 36.4167 1/03/06
Common Stock 8,946 34.4959 1/05/06
Common Stock 12,650 29.4945 1/10/06
Common Stock 5,611 31.1687 1/20/06
Common Stock 7,500 30.7500 1/23/06
Common Stock 2,037 30.4393 1/25/06
Common Stock 13,114 31.3137 3/01/06
Common Stock 4,417 29.1040 3/06/06
Common Stock 552 30.0838 3/08/06
Common Stock 3,604 30.0258 3/08/06
Common Stock 6,545 28.6209 3/17/06
Common Stock 12,682 28.5900 3/17/06
Common Stock 1,451 29.1516 3/20/06
Common Stock 262 28.7050 3/20/06
Common Stock 1,005 28.7188 3/20/06
Common Stock 56 29.2595 3/21/06
Common Stock 7 29.1671 3/21/06
Common Stock 34,704 29.3266 3/22/06
Common Stock 15,837 29.3327 3/23/06
Common Stock 4,905 30.5682 3/31/06
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
----------- ---------------- -------- -------------
Common Stock 547 30.8000 3/31/06
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
Common Stock 46,657 45.6113 8/04/05
Common Stock (15,266) 46.8194 8/09/05
Common Stock 15,260 45.0663 8/16/05
Common Stock (3,300) 46.3054 8/24/05
Common Stock 4,360 44.9650 8/30/05
Common Stock 10,900 44.2670 9/14/05
Common Stock 4,360 43.1200 9/20/05
Common Stock 7,848 42.7770 9/21/05
Common Stock 10,900 41.8432 10/25/05
Common Stock 21,800 40.2248 10/26/05
Common Stock (21,800) 38.9984 10/31/05
Common Stock 24,900 40.0200 11/18/05
Common Stock (12,100) 38.4484 12/01/05
Common Stock (12,448) 38.2747 12/02/05
Common Stock (20,550) 40.2552 12/13/05
Common Stock 5,944 34.4959 1/05/06
Common Stock 23,189 29.5785 1/10/06
Common Stock 1,385 29.2700 1/10/06
Common Stock 30,013 29.5500 1/10/06
Common Stock (3,830) 31.1990 1/27/06
Common Stock 10,486 29.1040 3/06/06
Common Stock 1,453 30.0838 3/08/06
Common Stock 54,946 30.0258 3/08/06
Common Stock 2,024 28.6209 3/17/06
Common Stock 3,919 28.5900 3/17/06
Common Stock 13,720 29.1516 3/20/06
Common Stock 2,481 28.7050 3/20/06
Common Stock 9,503 28.7188 3/20/06
Common Stock 7,302 29.2595 3/21/06
Common Stock 886 29.1678 3/21/06
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
----------- ---------------- -------- -------------
Common Stock 74,192 29.3266 3/22/06
Common Stock 7,900 29.3327 3/23/06
Common Stock 6,200 30.8000 3/31/06
ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
Common Stock 22,237 36.4167 1/03/06
Common Stock 9,377 34.4959 1/05/06
Common Stock 13,220 29.4945 1/10/06
Common Stock 5,817 31.1687 1/20/06
Common Stock 1,285 30.4393 1/25/06
Common Stock 8 31.3138 3/01/06
Common Stock 2,356 29.1040 3/06/06
Common Stock 293 30.0838 3/08/06
Common Stock 1,895 30.0258 3/08/06
Common Stock 3,463 28.6209 3/17/06
Common Stock 6,709 28.5900 3/17/06
Common Stock 772 29.1516 3/20/06
Common Stock 140 28.7050 3/20/06
Common Stock 534 28.7188 3/20/06
Common Stock 24 29.2596 3/21/06
Common Stock 3 29.1667 3/21/06
Common Stock 18,391 29.3266 3/22/06
Common Stock 8,404 29.3327 3/23/06
Common Stock 2,730 30.5682 3/31/06
Common Stock 4,748 30.8000 3/31/06
ACCIPITER LIFE SCIENCES FUND II (QP), LP
Common Stock 13,685 36.4167 1/03/06
Common Stock 5,733 34.4959 1/05/06
Common Stock 8,130 29.4945 1/10/06
Common Stock 3,572 31.1687 1/20/06
Common Stock 678 30.4393 1/25/06
Common Stock 378 31.3137 3/01/06
Class Quantity Price Per Date of
of Security Purchased/(sold) Unit ($) Purchase/sale
----------- ---------------- -------- -------------
Common Stock 1,240 29.1040 3/06/06
Common Stock 154 30.0838 3/08/06
Common Stock 1,002 30.0258 3/08/06
Common Stock 1,825 28.6209 3/17/06
Common Stock 3,537 28.5900 3/17/06
Common Stock 407 29.1516 3/20/06
Common Stock 74 28.7050 3/20/06
Common Stock 282 28.7188 3/20/06
Common Stock 13 29.2592 3/21/06
Common Stock 2 29.1700 3/21/06
Common Stock 9,694 29.3266 3/22/06
Common Stock 4,430 29.3327 3/23/06
Common Stock 1,365 30.5682 3/31/06
Common Stock 5 30.8000 3/31/06
III. NOMINEES
Mohsin Y. Meghji
----------------
NONE
Earl P. Holland
---------------
NONE
Nicole Viglucci
---------------
NONE
EXHIBIT B
NOMINEE CONSENTS
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MOHSIN Y. MEGHJI
March 31, 2006
LifePoint Hospitals, Inc.
103 Powell Court
Suite 200
Brentwood, Tennessee
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Accipiter Life Sciences Fund, LP of
its intention to nominate the undersigned as a director of LifePoint Hospitals,
Inc. ("LifePoint") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Accipiter Life
Sciences Fund, LP in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a director of LifePoint if elected at the Annual Meeting.
Very truly yours,
/s/ Mohsin Y. Meghji
------------------------------
Mohsin Y. Meghji
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EARL P. HOLLAND
March 30, 2006
LifePoint Hospitals, Inc.
103 Powell Court
Suite 200
Brentwood, Tennessee
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Accipiter Life Sciences Fund, LP of
its intention to nominate the undersigned as a director of LifePoint Hospitals,
Inc. ("LifePoint") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Accipiter Life
Sciences Fund, LP in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a director of LifePoint if elected at the Annual Meeting.
Very truly yours,
/s/ Earl P. Holland
-------------------------------
Earl P. Holland
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ACCIPITER CAPITAL MANAGEMENT, LLC
March 29, 2006
LifePoint Hospitals, Inc.
103 Powell Court
Suite 200
Brentwood, Tennessee
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Accipiter Life Sciences Fund, LP of
its intention to nominate the undersigned as a director of LifePoint Hospitals,
Inc. ("LifePoint") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Accipiter Life
Sciences Fund, LP in connection with the solicitation of proxies or written
consents for election of the undersigned at the Annual Meeting, and (iii)
serving as a director of LifePoint if elected at the Annual Meeting.
Very truly yours,
/s/ Nicole Viglucci
-------------------------------
Nicole Viglucci
-15-
CERTAIN INFORMATION CONCERNING PARTICIPANTS
On April 12, 2006, Accipiter Life Sciences Fund, LP ("Accipiter"),
together with the other Participants named herein (as defined below), made a
preliminary filing with the Securities and Exchange Commission ("SEC") of a
proxy statement and an accompanying proxy card to be used to solicit votes for
the election of its nominees at the 2006 annual meeting of stockholders of
LifePoint Hospitals, Inc., a Delaware corporation (the "Company").
ACCIPITER ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLLFREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
The participants in the proxy solicitation are Accipiter, Accipiter
Life Sciences Fund II, LP, Accipiter Life Sciences Fund (Offshore), Ltd.,
Accipiter Life Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund
II (QP), LP, Candens Capital, LLC, Accipiter Capital Management, LLC, Gabe
Hoffman, Mohsin Y. Meghji, Earl P. Holland and Nicole Viglucci (together, the
"Participants").
INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT
INTERESTS IS AVAILABLE IN THE PRELIMINARY PROXY STATEMENT FILED BY ACCIPITER ON
APRIL 12, 2006, A COPY OF WHICH IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE
AT HTTP://WWW.SEC.GOV.
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