|
CUSIP NO. |
203668108 |
13G |
Page 1 of 8 |
|
UNITED STATES |
|
SECURITIES AND EXCHANGE COMMISSION |
|
Washington, D.C. 20549 |
|
SCHEDULE 13G |
|
Under the Securities Exchange Act of 1934 |
|
(Amendment No. 2)* |
|
COMMUNITY HEALTH SYSTEMS, INC. |
|
(Name of Issuer) |
|
Common Stock, $.01 par value |
|
(Title of Class of Securities) |
|
203668108 |
|
(CUSIP Number) |
|
December 31, 2009 |
|
(Date of Event Which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
|
x |
Rule 13d-1(b) |
|
o |
Rule 13d-1(c) |
|
o |
Rule 13d-1(d) |
|
*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). |
|
CUSIP NO. |
203668108 |
13G |
Page 2 of 8 |
|
1. |
NAMES OF REPORTING PERSONS. |
|
Franklin Mutual Advisers, LLC |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) |
|
(b) |
X |
|
3. |
SEC USE ONLY |
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
|
5. |
SOLE VOTING POWER |
|
(See Item 4) |
|
6. |
SHARED VOTING POWER |
|
(See Item 4) |
|
7. |
SOLE DISPOSITIVE POWER |
|
(See Item 4) |
|
8. |
SHARED DISPOSITIVE POWER |
|
(See Item 4) |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
8,912,411 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
|
CERTAIN SHARES o |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
9.6% |
|
12. |
TYPE OF REPORTING PERSON |
|
IA, OO (See Item 4) |
|
CUSIP NO. |
203668108 |
13G |
Page 3 of 8 |
|
Item 1. |
|
(a) |
Name of Issuer |
|
COMMUNITY HEALTH SYSTEMS, INC. |
|
(b) |
Address of Issuer's Principal Executive Offices |
|
4000 Meridian Boulevard |
|
Franklin, TN 37067 |
|
Item 2. |
|
(a) |
Name of Person Filing |
|
Franklin Mutual Advisers, LLC |
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
101 John F. Kennedy Parkway |
|
Short Hills, NJ 07078-2789 |
|
(c) |
Citizenship |
|
Delaware |
|
(d) |
Title of Class of Securities |
|
Common Stock, $.01 par value |
|
(e) |
CUSIP Number |
|
203668108 |
|
CUSIP NO. |
203668108 |
13G |
Page 4 of 8 |
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing |
|
is a: |
|
(a) |
o Broker or dealer registered under section 15 of the Act (15 |
U.S.C. |
|
78o). |
|
(b) |
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. |
|
78c). |
|
(d) |
o Investment company registered under section 8 of the Investment Company Act of 1940 |
|
(15 U.S.C 80a -8). |
|
(e) |
x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o An employee benefit plan or endowment fund in accordance with |
|
§240.13d-1(b)(1)(ii)(F); |
|
(g) |
o A parent holding company or control person in accordance with |
|
§240.13d-1(b)(1)(ii)(G); |
|
(h) |
o A savings associations as defined in Section 3(b) of the Federal Deposit |
|
Insurance Act (12 U.S.C. 1813); |
|
(i) |
o A church plan that is excluded from the definition of an investment |
|
company under section 3(c)(14) of the Investment Company Act of 1940 (15 |
|
U.S.C. 80a-3); |
|
(j) |
o A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J); |
|
(k) |
o Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify |
|
the type of institution |
|
Item 4. |
Ownership |
|
The securities reported herein (the Securities) are beneficially owned by one or more open-end investment companies or |
|
other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual |
|
Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Such investment |
|
management contracts grant to FMA all investment and voting power over the securities owned by such investment |
|
management clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial |
|
owner of the Securities. |
|
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity |
|
with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, |
|
such as FRI, where related entities exercise voting and investment powers over the securities being reported |
|
independently from each other. The voting and investment powers held by FMA are exercised independently from FRI |
|
(FMAs parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and |
|
investment management subsidiaries other than FMA are, collectively, FRI affiliates). Furthermore, internal policies and |
|
procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of |
|
information that relates to the voting and investment powers over the securities owned by their respective investment |
|
management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and |
|
voting power separately from each other for purposes of Section 13 of the Act. |
|
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the |
|
outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA exercises voting |
|
and investment powers on behalf of its investment management clients independently of FRI, the Principal |
|
Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being |
|
attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this |
|
Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the |
|
beneficial owner, as defined in Rule 13d-3, of any of the Securities. |
|
CUSIP NO. |
203668108 |
13G |
Page 5 of 8 |
|
Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their respective affiliates |
|
within the meaning of Rule 13d-5 under the Act and that none of them are otherwise required to attribute to each |
|
other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for |
|
which FMA or the FRI affiliates provide investment management services. |
|
(a) |
Amount beneficially owned: |
|
8,912,411 |
|
(b) |
Percent of class: |
|
9.6% |
|
(c) |
Number of shares as to which the person has: |
|
(i) |
Sole power to vote or to direct the vote |
|
Franklin Mutual Advisers, LLC: |
8,912,411 |
|
(ii) |
Shared power to vote or to direct the vote |
|
0 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
|
Franklin Mutual Advisers, LLC: |
8,912,411 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
|
0 |
|
Item 5. |
Ownership of Five Percent or Less of a Class |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has |
|
ceased to be the beneficial owner of more than five percent of the class of securities, check the |
|
following o. |
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
|
The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the |
|
Investment Company Act of 1940 and other managed accounts, have the right to receive or power to |
|
direct the receipt of dividends from, and the proceeds from the sale of, the Securities. |
|
Mutual Shares Fund, a series of Franklin Mutual Series Funds, an investment company |
|
registered under the Investment company Act of 1940, has an interest in 4,806,000 shares, |
|
or 5.2%, of the class of securities reported herein. |
|
CUSIP NO. |
203668108 |
13G |
Page 6 of 8 |
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By |
|
the Parent Holding Company |
|
Not Applicable |
|
Item 8. |
Identification and Classification of Members of the Group |
|
Not Applicable |
|
Item 9. |
Notice of Dissolution of Group |
|
Not Applicable |
|
CUSIP NO. |
203668108 |
13G |
Page 7 of 8 |
|
Item 10. |
Certification |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired |
|
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the |
|
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in |
|
connection with or as a participant in any transaction having that purpose or effect. |
|
Exhibits: |
|
Exhibit A |
Joint Filing Agreement |
|
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. |
|
Dated: |
January 15, 2010 |
|
Franklin Mutual Advisers, LLC |
|
Franklin Mutual Series Funds on behalf of |
|
Mutual Shares Fund |
|
By: |
/s/ BRADLEY D. TAKAHASHI |
|
--------------------------------------------------- |
|
Bradley D. Takahashi |
|
Vice President of Franklin Mutual Advisers, LLC |
|
Assistant Secretary of Franklin Mutual Series Funds |
|
CUSIP NO. |
203668108 |
13G |
Page 8 of 8 |
|
EXHIBIT A |
|
JOINT FILING AGREEMENT |
|
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby |
|
agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such |
|
statement and that such statement and all amendments to such statement are made on behalf of each of them. |
|
IN WITNESS WHEREOF, the undersigned have executed this agreement on |
|
January 15, 2010. |
|
Franklin Mutual Advisers, LLC |
|
Franklin Mutual Series Funds on behalf of |
|
Mutual Shares Fund |
|
By: |
/s/ BRADLEY D. TAKAHASHI |
|
-------------------------------------------------------------- |
|
Bradley D. Takahashi |
|
Vice President of Franklin Mutual Advisers, LLC |
|
Assistant Secretary of Franklin Mutual Series Funds |