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. 5)1
Triad Hospitals, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
89579K 10 9
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(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 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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1 The 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 OO
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 4,512,726 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- 4,512,726 shares of
tive Power Common Stock
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 4,512,726 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 6.2%
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. 5 to Schedule 13D
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, Amendment No.3 thereto
filed on March 20, 2002 and Amendment No. 4 thereto filed on April 9, 2002 (as
so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used
herein as so defined.
Item 5 of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
Item 5. Interest in Securities of the Issuer.
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The following information is based on a total of 72,365,176 shares of
Common Stock outstanding as of March 15, 2002, as reported in the Issuer's
Report on Form 10-K for the period ended December 31, 2001 filed with the
Commission on March 29, 2002:
(a)
WCAS VIII and VIII Associates
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WCAS VIII owns 4,512,726 shares of Common Stock, or approximately 6.2%
of the Common Stock outstanding. VIII Associates, as the general partner of WCAS
VIII, may be deemed to beneficially own the securities owned by WCAS VIII.
Managing Members of VIII Associates
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(i) Patrick J. Welsh directly beneficially owns 34,584 shares of
Common Stock and indirectly beneficially owns (through a family foundation)
30,803 shares of Common Stock, or less than 0.1% of the Common Stock
outstanding.
(ii)Russell L. Carson directly beneficially owns 612,966 shares of
Common Stock (including 13,475 shares issuable upon exercise of stock options)
and indirectly beneficially owns (through a trust for the benefit of his
children) 1,232 shares of Common Stock, or in the aggregate approximately 0.8%
of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 378,715 shares of Common Stock, or
approximately 0.5% of the Common Stock outstanding.
(iv) Thomas E. McInerney owns 117,868 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(v) Robert A. Minicucci owns 2,445 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Anthony J. deNicola owns 3,493 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
CUSIP No. 89579K 10 9 Page 4 of 5 Pages
(vii) Paul B. Queally owns 2,618 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(viii) Lawrence B. Sorrel owns 4,657 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Jonathan M. Rather owns 932 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(b) The managing members of VIII Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the Common Stock owned by WCAS VIII. Each of the managing members of VIII
Associates disclaims beneficial ownership of all Common Stock other than that he
owns directly or by virtue of his indirect pro rata interest, as a managing
member of VIII Associates, in the Common Stock owned by WCAS VIII.
(c) On March 19, 2002 Russell L. Carson sold 50,000 shares of Common
Stock in the open market at $32.94 per share. On March 21, 2002 Anthony J.
deNoicola sold 294 shares of Common Stock in the open market at $33.00 per
share. On March 22, 2002 Patrick J. Welsh sold 53,200 shares of Common Stock in
the open market at $33.44 per share. Between April 5, 2002 and April 11,2002,
WCAS VIII sold an aggregate 1,250,000 shares of Common Stock in open market
transactions, at an average sale price of $35.73 per share.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the Common Stock
owned by WCAS VIII.
(e) Not Applicable.
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 M. Rather
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Managing Member
Dated: April 11, 2002