CUSIP No. 89579K 10 9 Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)1
Triad Hospitals, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
89579K 10 9
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(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan M. Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP No. 89579K 10 9 Page 2 of 5 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
and I.R.S. Identification & Stowe VIII, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 5,762,726 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
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8) Shared Voting
Power -0-
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9) Sole Disposi- 5,762,726 shares of
tive Power Common Stock
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 5,762,726 shares of
Owned by Each Reporting Person Common Stock
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 8.0%
Amount in Row (11)
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14) Type of Reporting
Person PN
CUSIP No. 89579K 10 9 Page 3 of 5 Pages
Amendment No. 4 to Schedule 13D
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Reference is hereby made to the statement on Schedule 13D filed with
the Commission on May 3, 2001, Amendment No. 1 thereto filed on September 5,
2001, Amendment No. 2 thereto filed on January 9, 2002 and Amendment No.3
thereto filed on March 20, 2002 (as so amended,the "Schedule 13D"). Terms
defined in the Schedule 13D are used herein as so defined.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following:
Bruce K. Anderson entered into a PEACS Agreement and a Pledge
Agreement (together, the "PEACS Agreements") on March 28, 2002 with Bank of
America ("BofA") with respect to 200,000 shares of Common Stock, as described in
the letter agreement of confirmation dated as of March 28, 2002 (the
"Confirmation").
Pursuant to the Confirmation, Mr. Anderson has agreed to sell to BofA
up to an aggregate 200,000 shares over the course of the year ending May 30,
2003 at a per share sale price of $43.6116. The actual number of shares of
Common Stock to be delivered by Mr. Anderson will be determined pursuant to a
formula described in Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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Item 6 is hereby amended and restated to read in its entirety as
follows:
Pursuant to the Confirmation, Bruce K. Anderson and BofA entered into
the PEACS Agreements with respect to 200,000 shares of Common Stock. On the
third business day following the Friday of each week commencing June 7, 2002
through May 30, 2003 (each a "Settlement Date"), Mr. Anderson will sell to BofA
up to the number of shares of Common Stock (the "Delivered Shares") representing
the product of (i)800 and (ii) the number of trading days in the period from the
preceding Settlement Date up to and including the current Settlement Date upon
which the closing price per share of Common Stock equaled or exceeded $36.1422.
As payment for such Delivered Shares, on each Settlement Date BofA will pay to
Mr. Anderson a purchase price of $43.6116 for each Delivered Share. In addition,
as collateral for his obligation to deliver the "Delivered Shares," on March 28,
2002, Mr. Anderson and BofA entered into the Pledge Agreement whereby Mr.
Anderson granted to BofA a security interest in the 200,000 shares of Common
Stock.
Item 7. Materials to be Filed as Exhibits.
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Item 7 is hereby amended by adding the following:
Exhibit A - Letter Agreement of Confirmation between Bruce K. Anderson
and Bank of America, dated March 28, 2002.
CUSIP No. 89579K 10 9 Page 4 of 5 Pages
Exhibit B - Pledge Agreement between Bruce K. Anderson and Bank of
America, dated March 28, 2002.
CUSIP No. 89579K 10 9 Page 5 of 5 Pages
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /s/ Jonathan Rather
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Managing Member
Dated: April 9, 2002