Attached files
file | filename |
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EX-99.1 - EX-99.1 - VANGUARD HEALTH SYSTEMS INC | g21800exv99w1.htm |
EX-99.3 - EX-99.3 - VANGUARD HEALTH SYSTEMS INC | g21800exv99w3.htm |
EX-99.2 - EX-99.2 - VANGUARD HEALTH SYSTEMS INC | g21800exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
January 19, 2010 (January 19, 2010)
VANGUARD HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 333-71934 | 62-1698183 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee | 37215 | |
(Address of principal executive offices) | (Zip Code) |
Registrants Telephone Number, including area code (615) 665-6000
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operation and Financial Condition
and
Item 8.01 Other Events
Effective July 1, 2009, Vanguard Health Systems, Inc. (the
Company) adopted the non-controlling interests guidance set forth
by the Financial Accounting Standards Board. This guidance requires
retrospective application of its presentation and disclosure
requirements. The Company is filing this Current Report on Form 8-K
to retrospectively apply the provisions of this guidance to the
consolidated financial statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended June 30, 2009 (the 2009 Form
10-K). As a result of retrospectively applying these provisions,
the previously presented minority interests in equity of
consolidated entities in the consolidated balance sheets have been
reclassified to non-controlling interests. Net income (loss) in the
consolidated statements of operations has been adjusted to include
the net income attributable to non-controlling interests. A
reconciliation of the beginning and end of period equity
attributable to non-controlling interests is presented in the
consolidated statements of equity. Additionally, the consolidated
statements of cash flows have been adjusted to classify
distributions paid to non-controlling interests as a financing
activity. The following Items included in the 2009 Form 10-K are being
adjusted retrospectively to reflect the adoption of the
presentation and disclosure provisions set forth by this guidance
as described above (which Items, as adjusted, are attached as
Exhibit 99.1 through Exhibit 99.3 hereto and hereby incorporated by
reference herein):
Item 6
Selected Financial Data.
Item 7
Managements Discussion and Analysis of Financial
Condition and Results of Operations.
Item 8
Financial Statements and Supplementary Data.
No Items of the 2009 Form 10-K other than those identified above
are being adjusted or otherwise revised by this filing.
This Current Report on Form 8-K should be read in conjunction with
the 2009 Form 10-K and the Companys quarterly report on Form 10-Q
for the quarter ended September 30, 2009 and other filings with the
Securities and Exchange Commission. Information in the 2009 Form
10-K is generally stated as of June 30, 2009, and this filing does
not reflect any subsequent information or events other than the
adoption of the presentation and disclosure provisions of the
non-controlling interests guidance described above and additional
developments related to the $43.1 million ($31.8 million, net of
taxes) impairment loss for our Chicago hospitals reporting unit for
our quarter ended December 31, 2009 and the cash tender offers and
consent solicitations initiated on January 14, 2010 for our
outstanding 9.0% senior subordinated notes and for our outstanding
11.25% senior discount notes. These additional development have been
disclosed on a separate Current Report on Form 8-K dated January 19,
2010. Without
limitation of the foregoing, this filing does not purport to update
the Managements Discussion and Analysis of Financial Condition and
Results of Operations contained in the 2009 Form 10-K for any
information, uncertainties, transactions, risks, events or trends
that subsequently occurred or became known to the Company. More
current information is contained in the Companys quarterly report
on Form 10-Q for the quarter ended September 30, 2009 and other
filings with the Securities and Exchange Commission.
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
The exhibits filed as part of this Report are listed in the Exhibit Index which is located at the end of this Report. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: January 19, 2010 | VANGUARD HEALTH SYSTEMS, INC. (Registrant) |
|||
BY: | /s/ Gary D. Willis | |||
Gary D. Willis | ||||
Senior Vice President & Chief Accounting Officer |
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VANGUARD HEALTH SYSTEMS, INC.
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Item 6 Selected Financial Data to the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. | |
99.2
|
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations to the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. | |
99.3
|
Item 8 Financial Statements and Supplementary Data to the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009. |
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