UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Vanguard
Health Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
922036 207
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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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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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 (“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).
Page 1
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CUSIP No. 922036 207
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13G
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Page 2 of 27 Pages
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(1)
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Name of reporting persons:
Charles N. Martin, Jr.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(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:
United States
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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:
45,601,929
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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:
3,490,860
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
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(10)
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9):
59.3%*
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(12)
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Type of reporting person (see
instructions):
IN
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*
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The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
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CUSIP No. 922036 207
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13G
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Page 3 of 27 Pages
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(1)
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Name of reporting persons:
Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(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:
Tennessee
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Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
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Sole voting power:
0
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(6)
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Shared voting power:
45,601,929
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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:
195,186
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
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(10)
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9):
59.3%*
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(12)
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Type of reporting person (see
instructions):
OO
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*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
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CUSIP No. 922036 207
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13G
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Page 4 of 27 Pages
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(1)
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Name of reporting persons:
Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(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:
Tennessee
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|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
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Shared voting power:
45,601,929
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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:
37,353
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
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(10)
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9):
59.3%*
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(12)
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Type of reporting person (see
instructions):
OO
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
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CUSIP No. 922036 207
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13G
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Page 5 of 27 Pages
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(1)
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Name of reporting persons:
Martin Children’s Irrevocable Trust U/A/D February 21, 2007
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
|
|
(4)
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Citizenship or place of
organization:
Tennessee
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
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|
Shared voting power:
45,601,929
|
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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:
63,915
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
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(10)
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Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
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(11)
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Percent of class represented by
amount in Row (9):
59.3%*
|
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(12)
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|
Type of reporting person (see
instructions):
OO
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
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CUSIP No. 922036 207
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13G
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Page 6 of 27 Pages
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(1)
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Name of reporting persons:
Joseph D. Moore
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
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Sole dispositive power:
0
|
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(8)
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Shared dispositive power:
1,014,638
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
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|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
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CUSIP No. 922036 207
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13G
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Page 7 of 27 Pages
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(1)
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Name of reporting persons:
Joseph D. Moore 2009 Grantor Retained Annuity Trust
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
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(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
Tennessee
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
0
|
|
|
(8)
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Shared dispositive power:
254,773
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(9)
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Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
OO
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
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CUSIP No. 922036 207
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13G
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Page 8 of 27 Pages
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(1)
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Name of reporting persons:
Phillip W. Roe
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(2)
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|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
442,975
|
|
|
(8)
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Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
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CUSIP No. 922036 207
|
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13G
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Page 9 of 27 Pages
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(1)
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Name of reporting persons:
Ronald P. Soltman
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(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
673,115
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
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|
|
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CUSIP No. 922036 207
|
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13G
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Page 10 of 27 Pages
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(1)
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Name of reporting persons:
Keith B. Pitts
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(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
1,310,573
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
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|
|
|
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CUSIP No. 922036 207
|
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13G
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Page 11 of 27 Pages
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(1)
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Name of reporting persons:
Alan G. Thomas
|
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(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
424,832
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
|
|
|
|
|
|
CUSIP No. 922036 207
|
|
13G
|
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Page 12 of 27 Pages
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(1)
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Name of reporting persons:
James H. Spalding
|
|
(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
172,701
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
|
|
|
|
|
|
CUSIP No. 922036 207
|
|
13G
|
|
Page 13 of 27 Pages
|
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|
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|
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(1)
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Name of reporting persons:
2008 Kent H. Wallace Trust, U/A/D October 10, 2008
|
|
(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
Tennessee
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
0
|
|
|
(8)
|
|
Shared dispositive power:
379,645
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
OO
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
|
|
|
|
|
|
CUSIP No. 922036 207
|
|
13G
|
|
Page 14 of 27 Pages
|
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|
|
|
|
|
|
|
|
(1)
|
|
Name of reporting persons:
Reginald M. Ballantyne III
|
|
(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
219,007
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
|
|
|
|
|
|
CUSIP No. 922036 207
|
|
13G
|
|
Page 15 of 27 Pages
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Name of reporting persons:
Bruce F. Chafin
|
|
(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
214,027
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3%*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
|
|
|
|
|
|
CUSIP No. 922036 207
|
|
13G
|
|
Page 16 of 27 Pages
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Name of reporting persons:
Thomas M. Ways
|
|
(2)
|
|
Check the appropriate box if a
member of a group
(a)
x
(b)
¨
|
|
(3)
|
|
SEC use only
|
|
(4)
|
|
Citizenship or place of
organization:
United States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(5)
|
|
Sole voting power:
0
|
|
|
(6)
|
|
Shared voting power:
45,601,929
|
|
|
(7)
|
|
Sole dispositive power:
170,158
|
|
|
(8)
|
|
Shared dispositive power:
0
|
|
(9)
|
|
Aggregate amount beneficially owned by each reporting person:
45,601,929
|
|
(10)
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
(11)
|
|
Percent of class represented by
amount in Row (9):
59.3*
|
|
(12)
|
|
Type of reporting person (see
instructions):
IN
|
|
*
|
The calculation of the foregoing percentage is based on 76,894,087 shares of common stock outstanding as of January 31, 2012 as reported in the Vanguard Health Systems,
Inc. Quarterly Report on Form 10-Q for the period ended December 31, 2011, as filed on February 3, 2012.
|
|
Item 1.
|
(a). Name of Issuer
|
Vanguard Health Systems, Inc. (the “Company”)
|
|
(b).
|
Address of Issuer’s Principal Executive Offices:
|
20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office
|
(i) Charles
N. Martin, Jr.
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(ii) Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: Tennessee
(iii) Charles N. Martin, Jr. 2010 Irrevocable Grantor
Retained Annuity Trust U/A/D February 26, 2010
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: Tennessee
(iv) Martin Children’s Irrevocable Trust U/A/D February 21, 2007
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: Tennessee
(v) Joseph D. Moore
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(vi) Joseph D. Moore 2009 Grantor Retained Annuity Trust
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: Tennessee
(vii) Phillip W. Roe
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
Page 17
(viii) Ronald P. Soltman
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(ix) Keith B. Pitts
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(x) Alan G. Thomas
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(xi) James H. Spalding
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(xii) 2008 Kent H. Wallace Trust, U/A/D October 10, 2008
c/o Vanguard Health
Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: Tennessee
(xiii) Reginald M. Ballantyne III
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(xiv) Bruce F. Chafin
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
(xv) Thomas M. Ways
c/o Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Citizenship: United States
Page 18
The foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Each Reporting Person is solely responsible for the information provided herein regarding such Reporting Person.
As of December 31, 2011, Charles N. Martin, Jr. directly held 3,264,406 shares of Common Stock (as defined below). As of December 31, 2011, Charles N. Martin, Jr. 2011 Irrevocable Grantor
Retained Annuity Trust U/A/D March 15, 2011, of which Charles N. Martin, Jr. is the trustee, directly held 195,186 shares of Common Stock. As of December 31, 2011, Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust
U/A/D February 26, 2010, of which Charles N. Martin, Jr. is the trustee, directly held 37,353 shares of Common Stock. As of December 31, 2011, Martin Children’s Irrevocable Trust U/A/D February 21, 2007, of which Charles N.
Martin, Jr. is the indirect beneficial owner, directly held 63,915 shares of Common Stock. As of December 31, 2011 Joseph D. Moore directly held 759,865 shares of Common Stock. As of December 31, 2011, Joseph D. Moore 2009 Grantor Retained
Annuity Trust, of which Joseph D. Moore is the indirect beneficial owner, directly held 254,773 shares of Common Stock. As of December 31, 2011, Phillip W. Roe directly held 442,975 shares of Common Stock. As of December 31, 2011, Ronald
P. Soltman directly held 673,115 shares of Common Stock. As of December 31, 2011, Keith B. Pitts directly held 1,310,573 shares of Common Stock. As of December 31, 2011, Alan G. Thomas directly held 424,832 shares of Common Stock. As of
December 31, 2011, James H. Spalding directly held 172,701 shares of Common Stock. As of December 31, 2011, 2008 Kent H. Wallace Trust, U/A/D October 10, 2008 directly held 379,645 shares of Common Stock. As of December 31, 2011,
Reginald M. Ballantyne III directly held 219,007 shares of Common Stock. As of December 31, 2011, Bruce F. Chafin directly held 214,027 shares of Common Stock. As of December 31, 2011, Thomas M. Ways directly held 170,158 shares of Common
Stock.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.01 (“Common Stock”)
922036 207
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable.
(a) Amount beneficially owned:
As of December 31,
2011, each of the Reporting Persons may be deemed to be the beneficial owner of the shares listed on such Reporting Person’s cover page.
(b) Percent of class:
The Quarterly Report on Form 10-Q of
the Company for the period ended December 31, 2011, filed on February 3, 2012, indicated that there were 76,894,087 outstanding shares of Common Stock as of January 31, 2012. Based on this number of outstanding shares of Common Stock,
each of the Reporting Persons may be deemed to be the beneficial owner of approximately 59.3% of the total number of outstanding shares of Common Stock.
Page 19
(c) Number of Shares as to which the Reporting Person has:
Charles N. Martin, Jr.
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,490,860
Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
195,186
Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
37,353
Martin Children’s Irrevocable Trust U/A/D February 21, 2007
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
63,915
Joseph D. Moore
(ii) Sole power to vote or to direct the
vote:
0
(iii) Shared power to vote or to direct the vote:
45,601,929
(iv) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,014,638
Page 20
Joseph D. Moore 2009 Grantor Retained Annuity Trust
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
254,773
Phillip W. Roe
(i) Sole power to vote or to direct the
vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
442,975
(iv) Shared power to dispose or to direct the disposition of:
0
Ronald P. Soltman
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
673,115
(iv) Shared power to dispose or to direct the disposition of:
0
Keith B.Pitts
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
1,310,573
(iv) Shared power to dispose or to direct the disposition of:
0
Alan G. Thomas
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
424,832
(iv) Shared power to dispose or to direct the disposition of:
0
Page 21
James H. Spalding
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
172,701
(iv) Shared power to dispose or to direct the disposition of:
0
2008 Kent H. Wallace Trust, U/A/D October 10, 2008
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
379,645
Reginald M. Ballantyne III
(i) Sole power to vote or to
direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
219,007
(iv) Shared power to dispose or to direct the disposition of:
0
Bruce F. Chafin
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
214,027
(iv) Shared power to dispose or to direct the disposition of:
0
Thomas M. Ways
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
45,601,929
(iii) Sole power to dispose or to direct the disposition of:
170,158
(iv) Shared power to dispose or to direct the disposition of:
0
Page 22
|
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:
¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
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.
|
Each of the Blackstone Funds, the MSCP Funds and the Management Group listed below (collectively, the “Shareholder Parties”) is a party to the 2011 Stockholders’ Agreement of Vanguard
Health Systems, Inc., dated as of June 21, 2011, as amended (the “Shareholders Agreement”). Given the terms of the Shareholders Agreement, each of the Shareholder Parties and certain of their respective affiliates may be deemed to be
a member of a group that may be deemed to beneficially own the aggregate 45,601,929 shares of Common Stock subject to the Shareholders Agreement.
The Blackstone Funds
Blackstone FCH Capital Partners IV
L.P.
Blackstone Health Commitment Partners L.P.
Blackstone Capital Partners IV-A L.P.
Blackstone Family Investment Partnership IV-A L.P.
Blackstone FCH Capital Partners IV-A L.P.
Blackstone FCH Capital Partners IV-B L.P.
Blackstone Health Commitment Partners-A L.P.
The MSCP Funds
Morgan Stanley Capital Partners III, L.P.
Morgan Stanley Capital
Investors, L.P.
MSCP III 892 Investors, L.P.
Morgan Stanley Dean Witter Capital Partners IV, L.P.
Morgan Stanley Dean Witter Capital Investors IV, L.P.
MSDW IV 892 Investors, L.P.
Page 23
The Management Group
Charles N. Martin, Jr.
Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010
Martin Children’s Irrevocable Trust U/A/D February 21, 2007
Joseph D. Moore
Joseph D. Moore 2009 Grantor Retained Annuity
Trust
Phillip W. Roe
Ronald P. Soltman
Keith B. Pitts
Alan G. Thomas
James H. Spalding
2008 Kent H. Wallace Trust, U/A/D
October 10, 2008
Reginald M. Ballantyne III
Bruce F. Chafin
Thomas M. Ways
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Not Applicable.
Page 24
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: February 14, 2012
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
CHARLES N. MARTIN, JR.
|
|
|
|
CHARLES N. MARTIN, JR. 2011 IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST U/A/D MARCH 15, 2011
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
Name: Charles N. Martin, Jr.
|
|
Title: Trustee
|
|
|
|
CHARLES N. MARTIN, JR. 2010 IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST U/A/D FEBRUARY 26, 2010
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
Name: Charles N. Martin, Jr.
|
|
Title: Trustee
|
|
|
|
MARTIN CHILDREN’S IRREVOCABLE TRUST U/A/D FEBRUARY 21, 2007
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
Name: Les Wilkinson
|
|
Title: Trustee
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
JOSEPH D. MOORE
|
|
|
|
JOSEPH D. MOORE 2009 GRANTOR RETAINED ANNUITY TRUST
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
Name: Jeanne A. Moore
|
|
Title: Trustee
|
Page 25
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
PHILLIP W. ROE
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
RONALD P. SOLTMAN
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
KEITH B. PITTS
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
ALAN G. THOMAS
|
|
|
|
/s/ James H. Spalding
|
|
JAMES H. SPALDING
|
|
|
|
2008 KENT H. WALLACE TRUST, U/A/D
OCTOBER 10, 2008
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
Name: Kent H. Wallace
|
|
Title: Trustee
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
REGINALD M. BALLANTYNE III
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
BRUCE F. CHAFIN
|
|
|
|
/s/ James H. Spalding, as Attorney-in-Fact
|
|
THOMAS M. WAYS
|
Page 26
EXHIBIT LIST
|
|
|
|
|
|
|
|
Exhibit 1
|
|
Joint Filing Agreement, dated as of February 14, 2012, by and among Charles N. Martin, Jr.; Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15,
2011; Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010; Martin Children’s Irrevocable Trust U/A/D February 21, 2007; Joseph D. Moore; Joseph D. Moore 2009 Grantor Retained Annuity Trust; Phillip W.
Roe; Ronald P. Soltman; Keith B. Pitts; Alan G. Thomas; James H. Spalding; 2008 Kent H. Wallace Trust, U/A/D October 10, 2008; Reginald M. Ballantyne III; Bruce F. Chafin; and Thomas M. Ways.
|
|
|
|
|
Exhibit 2
|
|
Power of Attorney of Charles N. Martin, Jr.
|
|
|
|
|
Exhibit 3
|
|
Power of Attorney of Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
|
|
|
|
|
Exhibit 4
|
|
Power of Attorney of Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010
|
|
|
|
|
Exhibit 5
|
|
Power of Attorney of Martin Children’s Irrevocable Trust U/A/D February 21, 2007
|
|
|
|
|
Exhibit 6
|
|
Power of Attorney of Joseph D. Moore
|
|
|
|
|
Exhibit 7
|
|
Power of Attorney of Joseph D. Moore 2009 Grantor Retained Annuity Trust
|
|
|
|
|
Exhibit 8
|
|
Power of Attorney of Phillip W. Roe
|
|
|
|
|
Exhibit 9
|
|
Power of Attorney of Ronald P. Soltman
|
|
|
|
|
Exhibit 10
|
|
Power of Attorney of Keith B. Pitts
|
|
|
|
|
Exhibit 11
|
|
Power of Attorney of Alan G. Thomas
|
|
|
|
|
Exhibit 12
|
|
Power of Attorney of James H. Spalding
|
|
|
|
|
Exhibit 13
|
|
Power of Attorney of Reginald M. Ballantyne III
|
|
|
|
|
Exhibit 14
|
|
Power of Attorney of Bruce F. Chafin
|
|
|
|
|
Exhibit 15
|
|
Power of Attorney of Thomas M. Ways
|
|
|
|
|
Exhibit 16
|
|
Power of Attorney of 2008 Kent H. Wallace Trust, U/A/D October 10, 2008
|
Page 27
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the
undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01 per share, of Vanguard Health
Systems, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
DATED: February 14, 2012
|
|
|
|
|
/s/ Charles N. Martin, Jr.
|
|
CHARLES N. MARTIN, JR.
|
|
|
|
CHARLES N. MARTIN, JR. 2011 IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST U/A/D MARCH 15, 2011
|
|
|
|
|
By:
|
|
/s/ Charles N. Martin, Jr.
|
|
Name: Charles N. Martin, Jr.
|
|
Title: Trustee
|
|
|
|
CHARLES N. MARTIN, JR. 2010 IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST U/A/D FEBRUARY 26, 2010
|
|
|
|
|
By:
|
|
/s/ Charles N. Martin, Jr.
|
|
Name: Charles N. Martin, Jr.
|
|
Title: Trustee
|
|
|
|
MARTIN CHILDREN’S IRREVOCABLE TRUST U/A/D FEBRUARY 21, 2007
|
|
|
|
|
By:
|
|
/s/ Les Wilkinson
|
|
Name: Les Wilkinson
|
|
Title: Trustee
|
|
|
|
/s/ Joseph D. Moore
|
|
JOSEPH D. MOORE
|
|
|
|
|
|
JOSEPH D. MOORE 2009 GRANTOR RETAINED ANNUITY TRUST
|
|
|
|
|
By:
|
|
/s/ Jeanne A. Moore
|
|
Name: Jeanne A. Moore
|
|
Title: Trustee
|
|
|
|
/s/ Phillip W. Roe
|
|
PHILLIP W. ROE
|
|
|
|
/s/ Ronald P. Soltman
|
|
RONALD P. SOLTMAN
|
|
|
|
/s/ Keith B. Pitts
|
|
KEITH B. PITTS
|
|
|
|
/s/ Alan G. Thomas
|
|
ALAN G. THOMAS
|
|
|
|
/s/ James H. Spalding
|
|
JAMES H. SPALDING
|
|
|
|
2008 KENT H. WALLACE TRUST, U/A/D OCTOBER 10, 2008
|
|
|
|
|
By:
|
|
/s/ Kent H. Wallace
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Name: Kent H. Wallace
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Title: Co-Trustee
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/s/ Reginald W. Ballantyne III
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REGINALD W. BALLANTYNE III
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/s/ Bruce F. Chafin
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BRUCE F. CHAFIN
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/s/ Thomas M. Ways
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THOMAS M. WAYS
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EXHIBIT 2
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Charles N. Martin, Jr.
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Charles N. Martin, Jr.
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Date: February 13, 2012
EXHIBIT 3
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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Charles N. Martin, Jr. 2011 Irrevocable Grantor Retained Annuity Trust U/A/D March 15, 2011
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By:
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/s/ Charles N. Martin, Jr.
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Name: Charles N. Martin, Jr.
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Title: Trustee
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Date: February 13, 2012
EXHIBIT 4
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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Charles N. Martin, Jr. 2010 Irrevocable Grantor Retained Annuity Trust U/A/D February 26, 2010
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By:
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/s/ Charles N. Martin, Jr.
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Name: Charles N. Martin, Jr.
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Title: Trustee
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Date: February 13, 2012
EXHIBIT 5
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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Martin Children’s Irrevocable Trust U/A/D February 21, 2007
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By:
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/s/ Les Wilkinson
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Name: Les Wilkinson
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Title: Trustee
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Date: February 13, 2012
EXHIBIT 6
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Joseph D. Moore
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Joseph D. Moore
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Date: February 13, 2012
EXHIBIT 7
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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Joseph D. Moore 2009 Grantor Retained Annuity Trust
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By:
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/s/ Jeanne A. Moore
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Name: Jeanne A. Moore
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Title: Trustee
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Date: February 13, 2012
EXHIBIT 8
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place
and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Phillip W. Roe
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Phillip W. Roe
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Date: February 13, 2012
EXHIBIT 9
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Ronald P. Soltman
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Ronald P. Soltman
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Date: February 8, 2012
EXHIBIT 10
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Keith B. Pitts
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Keith B. Pitts
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Date: February 13, 2012
EXHIBIT 11
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Alan G. Thomas
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Alan G. Thomas
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Date: February 13, 2012
EXHIBIT 12
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ James H. Spalding
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James H. Spalding
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Date: February 13, 2012
EXHIBIT 13
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Reginald W. Ballantyne III
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Reginald W. Ballantyne III
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Date: February 13, 2012
EXHIBIT 14
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Bruce F. Chafin
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Bruce F. Chafin
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Date: February 10, 2012
EXHIBIT 15
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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/s/ Thomas M. Ways
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Thomas M. Ways
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Date: February 9, 2012
EXHIBIT 16
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby makes,
constitutes and appoints James H. Spalding, Phillip W. Roe, Gary D. Willis and John J. Faldetta, Jr., or any of them signing singly, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned, to execute and deliver such forms, including amendments thereto, as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation Schedule 13G and any Joint Filing Agreement pursuant to Rule 13d-1(k).
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2008 Kent H. Wallace Trust, U/A/D October 10. 2008
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By:
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/s/ Kent H. Wallace
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Name: Kent H. Wallace
|
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Title: Co-Trustee
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Date: February 13, 2012
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