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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Vanguard Health Systems, Inc. | NYSE:VHS | NYSE | Ordinary Share |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 21.01 | 0.00 | 01:00:00 |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Vanguard Health Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
922036207
(CUSIP Number)
October 1, 2013
(Date of Event which Requires Filing of this Statement)
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*
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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.
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1.
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Name of Reporting Persons:
MSCP III 892 Investors, L.P.
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole Voting Power:
0
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
0
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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||
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11.
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Percent of Class Represented by Amount in Row (9):
0%
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12.
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Type of Reporting Person (See Instructions):
PN
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1.
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Name of Reporting Persons:
Metalmark Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☒
(b) ☐
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3.
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SEC Use Only
|
||
|
4.
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Citizenship or Place of Organization:
Delaware
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||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole Voting Power:
0
|
|
|
6.
|
Shared Voting Power:
0
|
||
|
7.
|
Sole Dispositive Power:
0
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||
|
8.
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Shared Dispositive Power:
0
|
||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9):
0%
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12.
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Type of Reporting Person (See Instructions):
CO, IA
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1.
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Name of Reporting Persons:
MSDW Capital Partners IV, Inc
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☒
(b) ☐
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||
|
3.
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SEC Use Only
|
||
|
4.
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Citizenship or Place of Organization:
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole Voting Power:
0
|
|
|
6.
|
Shared Voting Power:
0
|
||
|
7.
|
Sole Dispositive Power:
0
|
||
|
8.
|
Shared Dispositive Power:
0
|
||
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
|
||
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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||
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11.
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Percent of Class Represented by Amount in Row (9):
0%
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12.
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Type of Reporting Person (See Instructions):
CO, IA
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Item 1.
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(a). Name of Issuer
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Vanguard Health Systems, Inc. (the “Company”)
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(b). Address of Issuer's Principal Executive Offices:
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20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215
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Item 2(a).
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Name of Person Filing
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See Item 2(b) below.
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Item 2(b).
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Address of Principal Business Office
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The address of the principal business office of Metalmark Capital LLC (“Metalmark”) is:
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1177 Avenue of the Americas, 40
th
Floor
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New York, NY 10036
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The address of the principal business offices of Morgan Stanley Capital Partners III, L.P. (“MSCP III”), MSCP III 892 Investors, L.P. (“MSCP 892”), Morgan Stanley Capital Investors, L.P. (“MSCI”), MSCP III, LLC (“MSCP LLC”), Morgan Stanley Capital Partners III, Inc. (“MSCP, Inc.”), Morgan Stanley Dean Witter Capital Partners IV, LP (“MSDW IV”), MSDW IV 892 Investors, LP (“MSDW 892”), Morgan Stanley Dean Witter Capital Investors IV, L.P. (“MSDW Capital Investors”), MSDW Capital Partners IV LLC (“MSDW Capital Partners”), and MSDW Capital Partners IV, Inc. (“MSDW Inc.”) is:
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1585 Broadway
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New York, NY 10036
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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This statement is being filed by the Reporting Persons who were a party to the 2011 Stockholders' Agreement of Vanguard Health Systems, Inc., dated as of June 21, 2011, as amended (the “Stockholders Agreement”), in connection with the completion on October 1, 2013 of the previously-announced merger (the “Merger”) of the Company with Orange Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Tenet Healthcare Corporation (“Parent”), pursuant to the terms of the Agreement and Plan of Merger, dated as of June 24, 2013 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company.
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Item 2(c).
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Citizenship
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See item 4 on Cover Pages to this Schedule 13G.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 ("Common Stock")
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Item 2(e).
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CUSIP Number:
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922036207
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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Item 4.
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Ownership.
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(a) Amount beneficially owned:
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As of October 1, 2013, each of the Reporting Persons may be deemed to be the beneficial owner of the shares listed on such Reporting Person’s cover page.
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(b) Percent of class:
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See Item 11 on Cover Pages to this Schedule 13G.
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(c) Number of Shares as to which the Reporting Person has:
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(i) Sole power to vote or to direct the vote
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See Item 5 on Cover Pages to this Schedule 13G.
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(ii) Shared power to vote or to direct the vote
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See Item 6 on Cover Pages to this Schedule 13G.
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(iii) Sole power to dispose or to direct the disposition of
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See Item 7 on Cover Pages to this Schedule 13G.
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(iv) Shared power to dispose or to direct the disposition of
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See Item 8 on Cover Pages to this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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None.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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The Stockholders Agreement, pursuant to which the Reporting Persons may have been deemed part of a “group,” was terminated as a result of the Merger.
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Item 10.
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Certification.
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Not Applicable.
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Signature:
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/s/ Kenneth F. Clifford
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By: Kenneth F. Clifford, as authorized signatory of Metalmark
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Signature:
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/s/ Kenneth F. Clifford
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By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSCP LLC and MSCP, Inc. and for the institutional managing member of the general partner of each MSCP III and MSCP 892
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Signature:
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/s/ Kenneth F. Clifford
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By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSDW Capital Partners and MSDW Inc. and for the institutional managing member of the general partner of each MSDW IV and MSDW 892
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Signature:
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/s/ Christopher L. O’Dell
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By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSCI
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Signature:
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/s/ Christopher L. O’Dell
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By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSDW Capital Investors
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Exhibit 99.1
|
Joint Filing Agreement
|
1 Year Vanguard Health Systems, Inc. Chart |
1 Month Vanguard Health Systems, Inc. Chart |
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