SC 13D/A 1 efc13-391_fmsc13da.htm efc13-391_fmsc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
HEALTH MANAGEMENT ASSOCIATES, INC.
 (Name of Issuer)
 
Class A Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
421933102
 (CUSIP Number)
 
Mark Horowitz
Glenview Capital Management
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 11, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  421933102
  
Page 2 of 7 Pages
 

1.
Names of Reporting Persons.
 
GLENVIEW CAPITAL MANAGEMENT, LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4. Source of Funds (See Instructions)

AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[    ]
 
6.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
37,757,583
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
37,757,583
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
37,757,583
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
14.56%
14.
Type of Reporting Person:
 
OO

 
 
 
 
 
 
 
SCHEDULE 13D
     
CUSIP No.:  421933102
  
Page 3 of 7 Pages
 

1.
Names of Reporting Persons.
 
LAWRENCE M. ROBBINS
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4. Source of Funds (See Instructions)

AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[    ]
 
6.
Citizenship or Place of Organization
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
7.
Sole Voting Power
0
8.
Shared Voting Power
37,757,583
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
37,757,583
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
37,757,583
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
14.56%
14.
Type of Reporting Person:
 
IN, HC

 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 4 of 7 Pages
 
 
 
Item 1.    Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed by Glenview Capital Management, LLC on May 6, 2013 (the “Initial Schedule 13D”), and Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed on May 28, 2013, with respect to the Class A Common Stock, par value $0.01 per share (the “Shares”), of Health Management Associates, Inc. (the “Issuer” or the "Company"), whose principal executive offices are located at 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710.
 
Item 4.    Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed by the Issuer, the Issuer adopted a “poison pill” rights plan that limits any shareholder and its affiliates and associates from acquiring beneficial ownership of more than 15% of the Shares of the Issuer.  The Reporting Persons urge the Issuer to redeem the poison pill, or at a minimum, amend the poison pill to increase the percentage of stock a person would be permitted to own without triggering the poison pill to a 25% threshold.
 
Furthermore, the Reporting Persons are evaluating whether to formulate, and ultimately may formulate, plans or proposals that would result in some of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, including, in particular, changes to all or a portion of the Board of Directors of the Issuer.  The Reporting Persons intend to engage in communications with potential nominees and may engage in communications with, among others, the Issuer’s management or directors, shareholders and other potential investors, potential strategic partners, financial advisors and other industry participants, regarding such matters.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 2 is incorporated by reference herein.  Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Company.

Item 7.    Material to be Filed as Exhibits.

Exhibit A:    Joint Filing Agreement
Exhibit B:    Power of Attorney
 
 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 5 of 7 Pages
 
 
SIGNATURE

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.

 
 
GLENVIEW CAPITAL MANAGEMENT, LLC
  
       
       
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, President of
Glenview Capital Management, LLC
  
       
 
 
 
LAWRENCE M. ROBBINS
  
       
       
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
  
       

 
 


June 11, 2013

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 6 of 7 Pages
 
EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Health Management Associates, Inc., dated as of June 11, 2013 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 
 
GLENVIEW CAPITAL MANAGEMENT, LLC
  
       
       
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, President of
Glenview Capital Management, LLC
  
       
 
 
 
LAWRENCE M. ROBBINS
  
       
       
 
By:
/s/ Mark J. Horowitz  
   
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
  
       

 
 


June 11, 2013
 
 
 

 
 
 
 
 
SCHEDULE 13D
     
 
  
Page 7 of 7 Pages
 
EXHIBIT B
 
 
POWER OF ATTORNEY
 
 
KNOW ALL MEN BY THESE PRESENT, that I, Lawrence M. Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Executive Officer or in other capacities of Glenview Capital Management, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Glenview Capital Management, LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
 
 
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
 
This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.
 
 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th day of February, 2009.
 
 
/s/ Lawrence M. Robbins
----------------------------------
Lawrence M. Robbins