TheTable aggregate purchase price of the acquisition was financed, in part, with cash on hand and with a portion of the $58.3 million of proceeds invested by Welsh, Carson, Anderson and Stowe IX, L.P., FFC Partners II, L.P., BancAmerica Capital Investors I, L.P. and related investors under a subscription agreement with Ardent. Such investment was completed through a series of transactions beginning on June 30, 2004. The remaining purchase price was financed through an additional borrowing of senior secured term debt under Ardent’s amended August 2003 Credit Agreement in the principal amount of $300.0 million. Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): August 12, 2004~~1934

Date of Report (Date of earliest event reported): September 30, 2004

__________________________

ARDENT HEALTH SERVICES LLC

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	333-110117	62-1862223
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)		Identification No.)

One Burton Hills Boulevard, Suite 250, Nashville, Tennessee		37215
One Burton Hills Boulevard, Suite 250, Nashville, TN		37215
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (615) 296-3000

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

(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 (see General Instruction A.2. below):


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))

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets.
	Item 8.01. Other Events.
	Item 7. Financial Statements and Exhibits.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-10.1 Third Amendment to Credit Agreement
Ex-99.1 Press Release
Ex-10.2 Amendment and Assignment
Ex-99.1 Press Release issued by Ardent Health Services LLC on August 13, 2004

Item 28.01. ~~Acquisition~~Other ~~or Disposition of Assets~~Events.

On ~~August~~ September 1230, 2004, Ardent Health Services, ~~Inc. and related affiliates, all of which are owned by Ardent Health Services~~ LLC ~~(collectively~~ ~~referred to as~~ (“Ardent”), ~~completed~~issued ~~the previously announced~~a ~~acquisition~~press ofrelease ~~substantially~~regarding ~~all~~its ofinitiation ~~the operating assets~~ of ~~Hillcrest HealthCare System,~~ an ~~Oklahoma~~internal ~~not-for-profit~~review ~~corporation~~of ~~(“Hillcrest”), including: (i)~~certain ~~two~~accounting ~~metropolitan~~matters ~~acute~~at ~~care~~Lovelace ~~hospitals~~Sandia ~~aggregating~~Health ~~888~~System, ~~licensed~~Inc., ~~beds~~a ~~(Hillcrest~~subsidiary of ~~Medical~~Ardent ~~Center~~which ~~and~~is ~~Tulsa~~headquartered ~~Regional~~in ~~Medical Center)~~Albuquerque, ~~(ii) a~~New ~~long-term~~Mexico. ~~acute~~A ~~care hospital~~copy ~~with~~of ~~100~~the ~~licensed~~press release ~~beds~~is ~~(Hillcrest~~attached ~~Specialty~~hereto ~~Hospital),~~as ~~and (iii)~~Exhibit ~~related health~~99.1 ~~care entities in Tulsa, Oklahoma~~ and ~~surrounding~~incorporated ~~areas~~herein by reference.

~~The~~Item ~~total purchase price for the assets acquired was $326~~9.~~3 million, including preliminary working capital, subject to customary adjustments~~01. ~~In connection~~Financial ~~with~~Statements ~~the closing, Ardent also assumed certain of Hillcrest’s current liabilities~~ and ~~capital lease obligations related to the assets purchased~~Exhibits. ~~The purchase price was paid in cash and determined through arms’ length negotiations.~~

The final purchase price is also subject to further post-closing adjustments for the purchase of working capital related to six regional hospitals operated by Hillcrest through long-term lease agreements(c) Exhibits. ~~Such adjustments will be paid to Hillcrest upon the~~ ~~successful conversion of these lease agreements between Hillcrest and each of the~~ ~~respective regional hospitals to lease agreements with Ardent.~~

Pursuant to the Asset Purchase Agreement by and between Ardent Health Services, Inc. and Hillcrest HealthCare System dated May 11, 2004 (the “Asset Purchase Agreement”), Ardent acquired assets including the property, plant and equipment of the aforementioned metropolitan acute care hospitals and long-term acute care hospital, Hillcrest current assets (except for cash, restricted investments and certain other excluded assets) and all of the Hillcrest health care facilities in Tulsa and surrounding areas of Oklahoma related to the operations of the hospitals. Ardent intends to continue operating the assets acquired as acute care hospitals, a long-term acute care hospital and related health care entities. In connection with the acquisition, Ardent also committed to invest approximately $100.0 million in capital expenditures in the Tulsa market over the next five years.


Exhibit No.		Description of Exhibit
99.1		Press release issued by Ardent Health Services LLC on September 30, 2004.

~~The foregoing description does not purport to be complete and is qualified~~SIGNATURES ~~in its entirety by reference to the Asset Purchase Agreement and the Third~~ ~~Amendment to Credit Agreement~~

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

~~dated~~ARDENT ~~August 12,~~HEALTH ~~2004,~~SERVICES ~~which~~LLC ~~are~~By: ~~filed~~/s/ asR. ~~exhibits~~Dirk toAllison ~~this~~Name: ~~Form 8-K~~R. ~~Additionally,~~ onDirk ~~August 13,~~Allison ~~2004,~~Title: ~~Ardent~~Executive ~~issued~~Vice aPresident ~~press~~and ~~release~~Chief ~~about~~Financial ~~the transaction that is filed as an exhibit to this Form 8-K. All such exhibits are hereby incorporated by reference herein.~~ Officer

~~Item~~Date: 7.September 30, ~~Financial Statements and Exhibits.~~2004

		(a)		Financial Statements of Businesses Acquired.
				The financial statements required in connection with the Hillcrest transaction will be filed by amendment to this Form 8-K within the time period for which such financial statements are required or permitted to be filed.
		(b)		Pro Forma Financial Information.
				The pro forma financial statements required in connection with the Hillcrest transaction will be filed by amendment to this Form 8-K within the time period for which such pro forma financial statements are required or permitted to be filed.
		(c)		Exhibits.

EXHIBIT INDEX

~~Table~~ The following is a list of ~~Contents~~the exhibits filed herewith:

SIGNATURES


Exhibit No.		Description of Exhibit
99.1		Press release issued by Ardent Health Services LLC on September 30, 2004.

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 thereunto duly authorized.

ARDENT HEALTH SERVICES LLC By: /s/ R. Dirk Allison Name: R. Dirk Allison Title: Executive Vice President and Chief Financial Officer

Date: August 20, 2004

EXHIBIT INDEX

The following is a list of the exhibits filed herewith.

Exhibit
Number		Description of Exhibit
2.1		Asset Purchase Agreement, dated as of May 11, 2004, between Hillcrest HealthCare System and Ardent Health Services, Inc. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)
10.1		Third Amendment to Credit Agreement dated as of August 12, 2004 among Ardent Health Services, Inc., as Borrower, Ardent Health Services LLC and certain of its subsidiaries as Guarantors, Citicorp North America, Inc., as Administrative Agent, Swing Line Lender and L/C Issuer and the other Lenders party thereto
10.2		Amendment and Assignment, dated as of August 12, 2004, among Bank One, NA, as resigning administrative agent, Citicorp North America, Inc., as successor to Bank One, NA, and the other Loan Parties thereto
99.1		Press release issued by Ardent Health Services LLC on August 13, 2004

Asset Purchase Agreement, dated as of May 11, 2004, between Hillcrest HealthCare System and Ardent Health Services, Inc. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)

Third Amendment to Credit Agreement dated as of August 12, 2004 among Ardent Health Services, Inc., as Borrower, Ardent Health Services LLC and certain of its subsidiaries as Guarantors, Citicorp North America, Inc., as Administrative Agent, Swing Line Lender and L/C Issuer and the other Lenders party thereto

Amendment and Assignment, dated as of August 12, 2004, among Bank One, NA, as resigning administrative agent, Citicorp North America, Inc., as successor to Bank One, NA, and the other Loan Parties thereto

Press release issued by Ardent Health Services LLC on August 13, 2004

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