HCA INC.
As filed with the Securities and
Exchange Commission on March 31, 2006
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
HCA INC.
(Exact name of Registrant as
specified in its Charter)
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Delaware
(State or other
Jurisdiction of
Incorporation or Organization)
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75-2497104
(I.R.S. Employee
Identification Number)
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One Park Plaza
Nashville, Tennessee
37203
615-344-9551
(Address, Including Zip Code,
and Telephone Number,
Including Area Code, of
Registrants Principal Executive Offices)
John M. Franck II
Vice President and Corporate
Secretary
HCA Inc.
One Park Plaza
Nashville, Tennessee
37203
(615) 344-9551
(Name, Address, Including Zip
Code, and Telephone Number
Including Area Code, of Agent
For Service)
Copies to:
J. Page Davidson
Bass, Berry & Sims
PLC
315 Deaderick Street,
Suite 2700
Nashville, Tennessee
37238
(615) 742-6200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement, as determined by the
registrant.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
CALCULATION OF REGISTRATION FEE
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Amount to be Registered
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Proposed Maximum Offering Price
per Unit
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Title of Each Class of
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Proposed Maximum Offering
Price
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Securities to be
Registered(1)
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Amount of Registration
Fee(2)
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Debt Securities
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Guarantees
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Common Stock, $.01 par value
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Preferred Stock, $.01 par value
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Warrants
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Total
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$
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(1)
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Any securities registered hereunder
may be sold separately or as units with other securities
registered hereunder.
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(2)
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An indeterminate aggregate offering
price or number of securities of each identified class is being
registered as may from time to time be offered at indeterminate
prices and as may be issuable upon conversion, redemption,
repurchase, exchange or exercise of any securities registered
hereunder, including under any applicable anti-dilution
provisions. Separate consideration may or may not be received
for securities that are issuable on exercise, conversion or
exchange of other securities. In accordance with
Rules 456(b) and 457(r), the registrant is deferring
payment of all of the registration fee, except for $58,850 that
has already been paid with respect to $500,000,000 aggregate
initial offering price of securities that were previously
registered pursuant to Registration Statement
No. 333-121520
filed by HCA Inc. on December 22, 2004, and were not sold
thereunder.
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PROSPECTUS
HCA Inc.
Debt Securities
Guarantees
Common Stock
Preferred Stock
Warrants
Units
We may offer from time to time:
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our secured or unsecured debt securities, in one or more series,
which may be either senior, senior subordinated or subordinated
debt securities;
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guarantees of our obligations under our debt securities, if any;
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shares of our common stock, par value $.01 per share, in
one or more series;
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shares of our preferred stock, par value $.01 per share, in
one or more series;
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warrants to purchase our debt securities, common stock or
preferred stock; or
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any combination of the foregoing, including by way of units
consisting of more than one security.
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The debt securities, preferred stock and warrants may be
convertible or exercisable or exchangeable for common or
preferred stock or other securities of ours or debt or equity
securities of one or more other entities. We may offer and sell
these securities to or through one or more underwriters, dealers
and agents, or directly to purchasers, on a continuous or
delayed basis. These securities also may be resold by security
holders. This prospectus describes some of the general terms
that may apply to certain of these securities. We will provide
the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any applicable
prospectus supplement, as well as the documents incorporated or
deemed to be incorporated by reference herein or therein,
carefully before you invest.
This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.
Our common stock is listed on the New York Stock Exchange under
the trading symbol HCA.
Our principal executive offices are located at One Park Plaza,
Nashville, Tennessee 37203. Our telephone number is
(615) 344-9551.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is March 31, 2006.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the
Commission, using a shelf registration process.
Under the shelf process, we may sell any combination of the
securities registered in one or more offerings. Each time we
sell securities we will provide a prospectus supplement and may
provide other offering materials that will contain specific
information about the terms of that offering. The prospectus
supplement or other offering materials may also add, update or
change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement or other
offering materials, together with the additional information
described under the headings Where You Can Find Additional
Information and Incorporation of Information by
Reference.
This prospectus and any accompanying prospectus supplement or
other offering materials do not contain all of the information
included in the registration statement as permitted by the rules
and regulations of the Commission. For further information, we
refer you to the full registration statement on
Form S-3,
of which this prospectus is a part, including its exhibits. We
are subject to the informational requirements of the Securities
Exchange Act of 1934 and, therefore, file reports and other
information with the Commission. Our file number with the
Commission is
001-11239.
Statements contained in this prospectus and any accompanying
prospectus supplement or other offering materials about the
provisions or contents of any agreement or other document are
only summaries. If an agreement or document is filed as an
exhibit to the registration statement, you should refer to that
agreement or document for its complete contents. You should not
assume that the information in this prospectus, any prospectus
supplement or any other offering materials is accurate as of any
date other than the date on the front of each document.
HCA
INC.
Overview
HCA is a holding company whose affiliates own and operate
hospitals and other related health care entities. At
December 31, 2005, we operated 182 hospitals and 94
freestanding surgery centers (including seven hospitals and
seven freestanding surgery centers operated through equity
method joint ventures). Our facilities are located in
22 states, England and Switzerland.
Our general, acute care hospitals typically provide a full range
of services to accommodate such medical specialties as internal
medicine, general surgery, cardiology, oncology, neurosurgery,
orthopedics and obstetrics, as well as diagnostic and emergency
services. Outpatient and ancillary health care services are
provided by our general, acute care hospitals, freestanding
surgery centers, diagnostic centers and rehabilitation
facilities. Our psychiatric hospitals provide a full range of
mental health care services through inpatient, partial
hospitalization and outpatient settings.
Business
Strategy
We are committed to providing the communities we serve high
quality, cost-effective health care while maintaining
consistency with our ethics and compliance program, governmental
regulations and guidelines and industry standards. As a part of
this strategy, management focuses on the following areas:
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commitment to the care and improvement of human life,
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commitment to ethics and compliance,
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focus on core communities,
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physician recruitment and retention,
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becoming the health care employer of choice,
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continuing to strive for operational excellence, and
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allocating capital to strategically complement our operational
strategy and enhance stockholder value.
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WHERE YOU
CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Commission. Our Commission
filings, including the registration statement to which this
prospectus relates, are also available over the Internet at the
Commissions web site at http://www.sec.gov. You may also
read and copy any document we file at the Commissions
public reference room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330
to obtain information on the operation of the public reference
room. Our common stock is listed and traded on the New York
Stock Exchange, or the NYSE. You may also inspect the
information we file with the Commission at the NYSEs
offices at 20 Broad Street, New York, New York 10005. Our
internet address is www.hcahealthcare.com. However, unless
otherwise specifically set forth herein or therein, the
information on our internet site is not a part of this
prospectus or any accompanying prospectus supplement.
FORWARD-LOOKING
STATEMENTS
This prospectus and any accompanying prospectus supplement may
include certain disclosures which contain forward-looking
statements. Forward-looking statements include all
statements that do not relate solely to historical or current
facts, and can be identified by the use of words such as
may, believe, will,
expect, project, estimate,
anticipate, plan,
initiative, or continue. These
forward-looking statements address, among other things,
strategic objectives and the anticipated effects of the
offering. These forward-looking statements are based on our
current plans and expectations and are subject to a number of
known and unknown uncertainties and risks, many of which are
beyond our control, that could significantly affect current
plans and expectations and our future financial position and
results of operations. These factors include, but are not
limited to,
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increases in the amount and risk of collectibility of uninsured
accounts and deductibles and copayment amounts for insured
accounts,
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the ability to achieve operating and financial targets and
achieve expected levels of patient volumes and control the costs
of providing services,
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possible changes in the Medicare, Medicaid and other state
programs that may impact reimbursements to health care providers
and insurers,
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the highly competitive nature of the health care business,
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changes in revenue mix and the ability to enter into and renew
managed care provider agreements on acceptable terms,
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the efforts of insurers, health care providers and others to
contain health care costs,
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the outcome of our continuing efforts to monitor, maintain and
comply with appropriate laws, regulations, policies and
procedures and our corporate integrity agreement with the
government,
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changes in federal, state or local regulations affecting the
health care industry,
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the ability to attract and retain qualified management and
personnel, including affiliated physicians, nurses and medical
support personnel,
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the outcome of governmental investigations by the United States
Attorney for the Southern District of New York and the
Commission,
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the outcome of certain class action and derivative litigation
filed with respect to us,
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the impact of our charity care and uninsured discounting
policies,
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the possible enactment of federal or state health care reform,
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the increased leverage resulting from the financing of the our
modified Dutch auction tender offer,
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the availability and terms of capital to fund the expansion of
our business,
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our ability to successfully consummate the hospital divestitures
to LifePoint Hospitals Inc. on a timely basis and in accordance
with the definitive agreement,
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the continuing impact of hurricanes on our facilities and the
ability to obtain recoveries under our insurance policies,
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fluctuations in the market value of our common stock,
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changes in accounting practices,
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changes in general economic conditions,
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future divestitures which may result in charges,
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changes in business strategy or development plans,
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delays in receiving payments for services provided,
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the outcome of pending and any future tax audits, appeals and
litigation associated with our tax positions,
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potential liabilities and other claims that may be asserted
against us,
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the ability to develop and implement the payroll and human
resources information systems within the expected time and cost
projections and, upon implementation, to realize the expected
benefits and efficiencies, and
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other risk factors described in this prospectus supplement, the
attached prospectus or the documents incorporated by reference
in this prospectus supplement and the attached prospectus.
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HCA is not obligated to publicly correct or update any
forward-looking statement if we later become aware that it is
not likely to be achieved, except as required by law. As a
consequence, current plans, anticipated actions and future
financial position and results of operations may differ from
those expressed in any forward-looking statements we make. You
should not unduly rely on these forward-looking statements when
evaluating the information presented in this prospectus or any
accompanying prospectus supplement, or the documents
incorporated by reference in this prospectus or any accompanying
prospectus supplement.
INCORPORATION
OF INFORMATION BY REFERENCE
The Commission allows us to incorporate by reference
the information that we file with the Commission. This means
that we can disclose important business and financial
information to you by referring you to information and documents
that we have filed with the Commission. Any information that we
refer to in this manner is considered part of this prospectus.
Any information that we file with the Commission after the date
of this prospectus will automatically update and supersede the
corresponding information contained in this prospectus or in
documents filed earlier with the Commission.
We are incorporating by reference the following documents that
we have previously filed with the Commission:
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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005;
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Our Current Reports on
Form 8-K,
filed with the Commission on January 13, 2006,
February 1, 2006, February 7, 2006 and
February 8, 2006; and
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The description of our Common Stock, par value $.01 per
share, contained in our Registration Statement on
Form 8-A/A,
Amendment No. 2, filed with the Commission on
March 11, 2004, and including all other amendments and
reports filed for the purpose of updating such description.
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We are also incorporating by reference any future filings that
we make with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus and prior to the termination of the offering.
In no event, however, will any of the information that we
disclose
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under Items 2.02 and 7.01 of any Current Report on
Form 8-K
or any other documents or information not deemed filed that we
may from time to time furnish with the Commission be
incorporated by reference into, or otherwise included in, this
prospectus. Each document referred to above is available over
the Internet on the Commissions website at
http://www.sec.gov and on our website at
http://www.hcahealthcare.com. You may also request a free copy
of any documents referred to above, including exhibits
specifically incorporated by reference in those documents, by
contacting us at the following address and telephone number:
HCA Inc.
One Park Plaza
Nashville, TN 37203
(615) 344-9551
Attention: John M. Franck II
Vice President and Corporate Secretary
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USE OF
PROCEEDS
Except as otherwise provided in the applicable prospectus
supplement, we will use the net proceeds from the sale of the
securities for general corporate purposes, which may include
reducing our outstanding indebtedness, increasing our working
capital, acquisitions and capital expenditures. We will not
receive the net proceeds of sales by selling security holders,
if any.
DESCRIPTION
OF SECURITIES
A general description of certain of the debt securities that may
be offered under this prospectus is provided below. We will set
forth in the applicable prospectus supplement a description of
common stock, preferred stock, warrants or units that may be
offered under this prospectus, and a more specific description
of the debt securities and any related guarantees that may be
offered under this prospectus.
Description
Of Debt Securities
Debt securities offered under this prospectus will be governed
by a document called an indenture. Unless we specify
otherwise in the applicable prospectus supplement, the indenture
is a contract dated as of December 16, 1993 between us and
The Bank of New York, successor to Bank One Trust Company, N.A.,
as trustee, which succeeded The First National Bank of Chicago,
as trustee. We will refer to the indenture, together with all
supplements, as the Indenture. We will call the Bank
of New York the Trustee. A copy of the Indenture has
been filed with the Commission and a general description of the
Indenture is provided below. See Where You Can Find
Additional Information for information on how to obtain a
copy.
General
Unless we specify otherwise in the applicable prospectus
supplement, we will issue the debt securities in one or more
series under the Indenture. The Indenture describes the terms of
the debt securities and does not limit the amount of debt
securities or other unsecured, senior debt that we may issue.
The description below of the general terms of the debt
securities will be supplemented by the more specific terms in
the applicable prospectus supplement. You should therefore read
both this prospectus and the applicable prospectus supplement
relating to the series of debt securities being offered.
The debt securities will be unsecured and will rank equally with
all of our other unsecured and unsubordinated indebtedness. The
Indenture limits our ability and that of our subsidiaries under
certain circumstances to secure debt by mortgages on our
principal properties, by entering into sale and lease-back
transactions or by issuing subsidiary debt or preferred stock.
In a liquidation or reorganization of any of our subsidiaries,
the right of holders of the debt securities to participate in
any distribution is subject to the prior claims of creditors of
that subsidiary, except to the extent that we are a creditor.
We have summarized below material provisions of the debt
securities that we will offer and sell pursuant to this
prospectus and material provisions of the Indenture. However,
you should understand this is only a summary. Therefore, in
addition to the following description of the debt securities,
you should refer to the detailed provisions of the Indenture, a
copy of which is filed as an exhibit to the registration
statement to which this prospectus relates. The article and
section numbers refer to those in the Indenture.
The applicable prospectus supplement will specify the following
terms of the issue of debt securities:
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the title of the debt securities;
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any limit on the aggregate principal amount of the debt
securities;
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the date or dates on which the debt securities may be issued and
are or will be payable;
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the rate or rates at which the debt securities will bear
interest, if any, or the method by which such rate or rates
shall be determined, and the date or dates from which such
interest, if any, will accrue;
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the date or dates on which such interest, if any, will be
payable, the method of determining holders to whom any of the
interest shall be payable and the manner in which any interest
payable on a global debt security will be paid if other than
book-entry;
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each office or agency where the principal, premium and interest
on the debt securities will be payable and where the debt
securities may be presented for registration of transfer or
exchange;
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the period or periods within which, the price or prices at
which, and the terms and conditions upon which, the debt
securities may be redeemed at our option;
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our obligation, if any, to redeem, repay or purchase the debt
securities pursuant to any sinking fund or analogous provisions
or at the option of a holder, and the period or periods within
which, the price or prices at which, and the terms and
conditions upon which, the debt securities will be redeemed,
repaid or purchased pursuant to any such obligation;
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whether the debt securities are to be issued with original issue
discount within the meaning of Section 1273(a) of the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder;
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whether the debt securities are to be issued in whole or in part
in the form of one or more global notes and, if so, the identity
of the depositary, if any, for such global note or notes;
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if other than dollars, the foreign currency or currencies or
foreign currency units in which the principal, premium and
interest on the debt securities shall or may be paid and, if
applicable, whether at our election
and/or that
of the holder, and the conditions and manner of determining the
exchange rate or rates;
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any index, if any, used to determine the amount of payment of
principal, premium and interest on the debt securities;
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any addition to, or modification or deletion of, any events of
default or covenants provided for with respect to the debt
securities;
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provisions, if any, for the defeasance of the debt securities;
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any other detailed terms and provisions of the debt securities
that are not inconsistent with the Indenture
(Section 301); and
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any special provisions for the payment of additional amounts
with respect to the debt securities.
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The debt securities may be issued at a substantial discount
below their stated principal amount. The applicable prospectus
supplement will describe any federal income tax consequences and
other special considerations applicable to discount securities.
Discount securities may provide for the declaration or
acceleration of the maturity of an amount less than the
principal amount if an event of default occurs and continues.
Denominations,
Registration and Transfer
Unless we state otherwise in a prospectus supplement, we will
issue the debt securities in registered form and in
denominations of $1,000 or any multiple thereof
(Section 302). You will be able to exchange the debt
securities of any series (other than a global note) for an equal
aggregate principal amount of registered debt securities of the
same series having the same maturity date, interest rate and
other terms, as long as the debt securities are issued in
authorized denominations. You may exchange the debt securities
at the office of the security registrar or co-security registrar
that we designate in a prospectus supplement. We will not impose
any service charge for the exchange of any debt security;
however, we may ask you to pay any taxes and other governmental
charges as described in the Indenture. The security registrar or
co-security registrar will effect the exchange when satisfied
with your documents of title and identity. We have appointed the
Trustee as security registrar (Section 305).
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Payment
and Paying Agents
Unless otherwise indicated in a prospectus supplement, we will
make principal, premium and interest payments at the office of
our paying agent. Alternatively, we may determine to pay any
interest, including any installment of interest, (i) by
check mailed to you at the address in the register or
(ii) by wire transfer to the holders account
(Section 307).
Unless otherwise indicated in a prospectus supplement, the
Trustee will act as our sole paying agent with respect to the
debt securities, through its principal office in the Borough of
Manhattan, The City of New York. We will name any additional
paying agents in a prospectus supplement. We may at any time
rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, but we must
maintain a paying agent, which can be us, in each place of
payment for a series of the debt securities.
If we have paid any moneys to the Trustee or a paying agent for
the principal, premium, and interest on any debt securities, and
those moneys remain unclaimed two years after due and payable,
the moneys will be repaid to us and the holder of the debt
securities may thereafter look only to us for any payment
(Section 1103).
Book-Entry
System
We may issue the debt securities in whole or in part in
book-entry only form, which means that they will be represented
by one or more permanent global notes that will be deposited
with a depositary located in the United States, unless otherwise
indicated in a prospectus supplement. We will identify the
depositary and describe the specific terms of the depositary
arrangement in the prospectus supplement relating to each
series. We will refer to this form here and in the prospectus
supplement as book-entry only. The following
discussion pertains to securities that are issued in book-entry
only form.
One or more global notes will be issued to and registered in the
name of the depositary or its nominee. The depositary will keep
a computerized record of its participants (for example, your
broker) whose clients have purchased the securities. The
participant will then keep a record of its clients who purchased
the securities. Beneficial interests in global notes will be
shown on, and transfers of global notes will be made only
through, records maintained by the depositary and its
participants.
So long as a depositary or its nominee is the registered owner
of a global note, it will be considered the sole owner of the
debt securities under the Indenture. Except as provided below,
you will not be entitled to have debt securities registered in
your name, will not receive or be entitled to receive physical
delivery of the debt securities in definitive form and will not
be considered the owner under the Indenture. Certain
jurisdictions that require purchasers of securities to take
physical delivery of securities in definitive form may impair
the ability to transfer beneficial interests in a global note.
Neither we, the Trustee, any paying agent nor the security
registrar will have any responsibility or liability for payments
on account of, or for maintaining, supervising or reviewing any
records relating to, the beneficial ownership interests.
We will make payments of principal, premium and interest on debt
securities to the depositary or its nominee, as the registered
owner of the global note. We expect that the depositary for debt
securities of a series, upon receipt of any payment of
principal, premium or interest in respect of a global note, will
immediately credit participants accounts with payments
according to their respective holdings of beneficial interests
in the global note as shown on the records of the depositary. We
also expect that standing instructions and customary practices
will govern payments by participants to owners of beneficial
interests in the global note held through the participants, as
is now the case with securities held for the accounts of
customers registered in street name. These payments
will be the responsibility of the participants.
A global note may not be transferred, except that the
depositary, its nominees and their successors may transfer an
entire global note to one another. Debt securities represented
by a global security would be
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exchangeable for certificates in definitive registered form with
the same terms in authorized denominations only if:
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a depositary of a series is at any time unwilling or unable to
continue as depositary and we do not appoint a successor
depositary within 90 days; or
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we determine at any time not to have any debt securities
represented by one or more global notes.
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In either instance, an owner of beneficial interests in a global
note will be entitled to have debt securities equal in principal
amount to the beneficial interest registered in its name and to
physical delivery in definitive form (Section 304).
Limitations
on Us and Our Subsidiaries
Limitations
on Mortgages
The Indenture provides that neither we nor any of our
subsidiaries will issue, assume or guarantee any indebtedness or
obligation secured by mortgages, liens, pledges or other
encumbrances upon any principal property (which means each of
our acute care hospitals that provides general medical and
surgical services), unless the debt securities shall be secured
equally and ratably with (or prior to) such debt
(Section 1105).
This restriction will not apply to:
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mortgages securing the purchase price or cost of construction of
property or additions, substantial repairs, alterations or
improvements, if the debt and the mortgages are incurred within
18 months of the acquisition or completion of construction
and full operation or additions, repairs, alterations or
improvements;
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mortgages existing on property at the time of its acquisition by
us or our subsidiary or on the property of a corporation at the
time of the acquisition of such corporation by us or our
subsidiary;
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mortgages to secure debt on which the interest payments are
exempt from federal income tax under Section 103 of the
Internal Revenue Code;
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mortgages in favor of us or a consolidated subsidiary;
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mortgages existing on the date of the Indenture;
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certain mortgages to governmental entities;
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mortgages incurred in connection with the borrowing of funds
used to repay debt within 120 days in the same principal
amount secured by other mortgages on principal property with at
least the same appraised fair market value;
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mortgages incurred within 90 days (or any longer period,
not in excess of one year, as permitted by law) after
acquisition of the related property or equipment arising solely
in connection with the transfer of tax benefits in accordance
with Section 168(f)(8) of the Internal Revenue
Code; and
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any extension, renewal or replacement of any mortgage referred
to above, provided the amount secured is not increased and it
relates to the same property.
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Limitations
on Sale and Lease-Back
The Indenture provides that neither we nor any subsidiary will
enter into any sale and lease-back transaction with respect to
any principal property with another person unless either:
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we or our subsidiary could incur indebtedness secured by a
mortgage on the property to be leased; or
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within 120 days, we apply the greater of the net proceeds
of the sale of the leased property or the fair value of the
leased property, net of all debt securities delivered under the
Indenture, to the voluntary retirement of our funded debt or the
acquisition or construction of a principal property
(Section 1106).
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4
Limitations
on Subsidiary Debt and Preferred Stock
The Indenture provides that none of our restricted subsidiaries
may, directly or indirectly, create, incur, issue, assume or
otherwise become liable with respect to, extend the maturity of,
or become responsible for the payment of, any debt or preferred
stock except:
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debt outstanding on the date of the Indenture;
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debt representing the assumption by one restricted subsidiary of
debt of another;
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debt or preferred stock of any corporation or partnership
existing when it becomes a subsidiary;
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debt of a restricted subsidiary arising from agreements
providing for indemnification, adjustment of purchase price or
similar obligations or from guarantees, letters of credit,
surety bonds or performance bonds securing any of our
obligations or those of our subsidiaries incurred or assumed in
connection with the disposition of any business, property or
subsidiary, except for the purpose of financing an acquisition,
provided that the maximum aggregate liability does not exceed
the gross proceeds from the disposition;
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debt of a restricted subsidiary in respect of performance,
surety and other similar bonds, bankers acceptances and letters
of credit provided in the ordinary course of business;
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debt secured by a mortgage incurred to finance the purchase
price or cost of construction of property or additions,
substantial repairs, alterations or improvements, if the
mortgage and debt are incurred within 18 months of the
later of the acquisition or completion of construction and full
operation or additions, repairs, alterations or improvements and
the mortgage does not relate to any other property;
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permitted subsidiary refinancing debt (as defined in the
Indenture);
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debt of a restricted subsidiary to us or another subsidiary as
long as we hold it; or
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any obligation pursuant to a permitted sale and lease-back
transaction (Section 1107).
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Exempted
Transactions
Even if otherwise prohibited by these limitations, if the
aggregate outstanding principal amount of all our other debt and
that of our subsidiaries subject to these limitations does not
exceed 15% of our consolidated net tangible assets, then:
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we or any of our subsidiaries may issue, assume or guarantee
debt secured by mortgages;
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we or any of our subsidiaries may enter into any sale and
lease-back transaction; and
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any restricted subsidiary may issue, assume or become liable for
any debt or preferred stock (Section 1108).
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Events of
Default
Under the Indenture, an event of default applicable to the debt
securities of any series means:
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failure to pay the principal or any premium on any debt security
of that series when due;
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failure to pay any interest on any debt security of that series
when due, continued for 30 days;
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failure to deposit any sinking fund payment in respect of any
debt security of that series when due;
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failure to perform, or the breach of, any of our other
applicable covenants or warranties in the Indenture, continued
for 60 days after written notice;
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events in bankruptcy, insolvency or reorganization; and
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any other event of default provided with respect to debt
securities of that series (Section 501).
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5
If any event of default with respect to debt securities of any
series occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series may declare the
principal amount, or in the case of discount securities, a
portion of the principal amount, of all the debt securities of
that series to be due and payable immediately. The holders may,
under certain circumstances, rescind and annul this acceleration
prior to obtaining a judgment or decree (Section 502).
Other than the duties of the Trustee during a default to act
with the required standard of care, the Trustee is not obligated
to exercise any of its rights or powers under the Indenture at
the request or direction of any of the holders unless the
holders shall have offered to the Trustee indemnity reasonably
satisfactory to it (Section 603). Subject to these
indemnification provisions, the holders of a majority in
aggregate principal amount of the outstanding debt securities of
any series may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with
respect to the debt securities of that series (Section 512).
We will furnish the Trustee annually with a statement as to our
performance of certain obligations under the Indenture and as to
any default in our performance (Section 1109).
Modification
and Waiver
We and the Trustee may modify and amend the Indenture with the
consent of the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series
affected. We must have the consent of the holder of each
outstanding debt security affected to:
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change the stated maturity of the principal of, or any
installment of interest on, any debt security;
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reduce the principal, premium or interest on any debt security;
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reduce the amount of principal of discount securities payable
upon acceleration of the maturity;
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change the currency of payment of principal, premium or interest
on any debt security;
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impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security; or
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reduce the percentage of holders whose consent is required for
modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or certain
defaults (Section 1002).
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The holders of a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of all
holders of that series, waive any past default under the
Indenture with respect to debt securities of that series.
However, such holders may not waive a past default in the
payment of principal, premium or interest, or any sinking fund
installment with respect to the debt securities, or waive a
covenant or provision that cannot be modified or amended,
without the consent of the holders of each outstanding debt
security affected (Section 513).
Consolidation,
Merger, Sale or Lease of Assets
We may consolidate with or merge into, or transfer or lease our
assets to, any corporation without the consent of the holders of
any of the outstanding debt securities under the Indenture if:
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the successor corporation assumes our obligations on the debt
securities and under the Indenture;
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after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would
become an event of default, shall have occurred and be
continuing; and
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other conditions are met (Section 901).
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6
Defeasance
If so specified in a prospectus supplement, we may be discharged
from all obligations under the debt securities of any series,
and we will not be subject to the limitations in the Indenture
discussed in the above sections, if we deposit with the Trustee
trust money or U.S. government obligations that are
sufficient to pay all principal, premium and interest on the
debt securities of the series. We would deliver to the Trustee
an opinion of counsel to the effect that the deposit and related
defeasance would not (1) cause the holders of the debt
securities of the series to recognize income, gain or loss for
United States income tax purposes or (2) result in the
delisting of the debt securities from any national securities
exchange (if so listed) (Article Fourteen).
Notices
Notices to holders will be mailed to the addresses of the
holders listed in the security register (Sections 101, 105).
Governing
Law
We will construe the Indenture and the debt securities in
accordance with the laws of the State of New York
(Section 111).
Concerning
the Trustee
We have had and may continue to have banking relationships with
the Trustee in the ordinary course of business.
Conversion
or Exchange Rights
The prospectus supplement will describe the terms, if any, on
which a series of debt securities may be convertible into or
exchangeable for our preferred stock, common stock, warrants or
other debt securities. These terms will include provisions as to
whether conversion or exchange is mandatory, at the option of
the holder or at our option. These provisions may allow or
require the number of our shares of common stock, shares of
preferred stock, warrants or other debt securities to be
received by the holders of such series of debt securities to be
adjusted.
Tax
Consequences To Holders
A prospectus supplement may describe the principal
U.S. federal income tax consequences of acquiring, owning
and disposing of debt securities of some series in certain
circumstances, including the following:
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payment of the principal, interest and any premium in a currency
other than the U.S. dollar;
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the issuance of any debt securities with original issue
discount, as defined for U.S. federal income tax
purposes;
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the issuance of any debt securities with an associated
bond premium, as defined for U.S. federal
income tax purposes; and
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the inclusion of any special terms in debt securities that may
have a material effect for U.S. federal income tax purposes.
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In addition, if the tax laws of foreign countries are material
to a particular series of debt securities, a prospectus
supplement may describe the principal income tax consequences of
acquiring, owning and disposing of debt securities of some
series in similar circumstances under those foreign tax laws.
7
LEGAL
MATTERS
Attorneys in our legal department
and/or Bass,
Berry & Sims PLC will pass upon the validity of any
securities issued under this prospectus. Attorneys in our legal
department own shares of our common stock and hold stock
options, deferred stock
and/or
restricted stock awards under our equity incentive plans and may
receive additional awards under such plans in the future. Any
underwriters will be represented by their own legal counsel,
which firm may have rendered, and may continue to render, legal
services to us.
EXPERTS
The consolidated financial statements of HCA Inc. appearing in
HCA Inc.s Annual Report on
Form 10-K
filed with the Commission on March 14, 2006, and HCA
Inc.s managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2005 appearing therein have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included
therein, and incorporated herein by reference. Such consolidated
financial statements and managements assessment are
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
8
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth the costs and expenses
anticipated to be paid by us in connection with the distribution
of the securities being registered by this registration
statement. In addition to the costs and expenses described
below, we may pay any selling commissions and brokerage fees and
any applicable fees and disbursements with respect to securities
registered by this registration statement that we may sell, but
these fees cannot be predicted at this time.
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SEC Filing Fee
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$
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*
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Accounting Fees and Expenses
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$
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**
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Printing and Engraving Expenses
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$
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**
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Blue Sky Fees and Expenses
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$
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**
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Legal Fees and Expenses
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$
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**
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Trustee Fees and Expenses
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$
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**
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Rating Agency Fees
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$
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**
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Stock Exchange Listing Fees
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$
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**
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Miscellaneous
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$
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**
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Total
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$
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**
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* |
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In accordance with Rule 456(b) and 457(r), we are deferring
payment of the registration fee for the securities offered by
this prospectus, except for $58,850 that has already been paid
with respect to $500,000,000 aggregate initial offering price of
securities that were previously registered by us pursuant to
Registration Statement
No. 333-121520
filed on December 22, 2004, and were not sold thereunder. |
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Estimated expenses are not presently known. |
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Item 15.
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Indemnification
of Directors and Officers.
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Our Restated Certificate of Incorporation provides that we will
indemnify and hold harmless, to the fullest extent authorized by
the Delaware General Corporation Law, which we will refer to as
the DGCL, each person who was or is made or is threatened to be
made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director,
officer, employee or agent of the Corporation (or was serving at
our request as a director, officer, employee or agent for
another entity).
Under Section 145 of the DGCL, a corporation may indemnify
a director, officer, employee or agent of the corporation
against liability actually and reasonably incurred if he or she
acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation. In connection with a criminal proceeding, a
corporation may indemnify any director, officer, employee or
agent who had no reasonable cause to believe his or her conduct
was unlawful. In actions brought by or in the right of a
corporation, however, the DGCL does not allow indemnification if
the person shall have been adjudged to be liable to the
corporation. However, a court may find that, in light of all
circumstances, the person is fairly and reasonably entitled to
indemnity for expenses.
Our Restated Certificate of Incorporation provides that, to the
fullest extent permitted by the DGCL, a director shall not be
liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director. The DGCL permits these
limitations of a directors liability, but does not permit
a corporation to eliminate or limit a directors liability
for the following:
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breaches of the directors duty of loyalty to the
corporation or its stockholders;
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acts or omissions not in good faith or involving intentional
misconduct or known violations of law;
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II-1
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the payment of unlawful dividends or unlawful stock purchases or
redemptions; or
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transactions in which the director received an improper personal
benefit.
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We are insured against liabilities that we may incur by reason
of our indemnification of officers and directors in accordance
with our Restated Certificate of Incorporation. We also insure
directors and officers against liabilities that might arise out
of their employment and are not subject to indemnification under
our Restated Certificate of Incorporation.
The Exhibits to this registration statement are listed in the
Index to Exhibits on
page II-7.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) do not apply if the registration
statement is on
Form S-3
or
Form F-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to
II-2
Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Nashville, State of Tennessee, on March 31, 2006.
HCA INC.
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By:
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/s/ David
G. Anderson
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David G. Anderson
Senior Vice President Finance and Treasurer
SIGNATURE
PAGE AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Anderson, John
M. Franck II and R. Milton Johnson and each of them, his or
her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments or
post-effective amendments (including post-effective amendments
filed pursuant to Rule 462(b) of the Securities Act, as
amended), to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said
attorneys-in-fact
and agents, or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jack
O. Bovender, Jr.
Jack
O. Bovender, Jr.
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Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
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March 31, 2006
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/s/ Richard
M. Bracken
Richard
M. Bracken
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President, Chief Operating Officer
and Director
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March 31, 2006
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/s/ R.
Milton Johnson
R.
Milton Johnson
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Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)
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March 31, 2006
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/s/ C.
Michael Armstrong
C.
Michael Armstrong
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Director
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March 31, 2006
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/s/ Magdalena
H. Averhoff
Magdalena
H. Averhoff, M.D.
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Director
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March 31, 2006
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/s/ Martin
Feldstein
Martin
Feldstein
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Director
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March 31, 2006
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II-4
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Signature
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Title
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Date
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/s/ Thomas
F. Frist, Jr.
Thomas
F. Frist, Jr. M.D.
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Director
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March 31, 2006
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/s/ Frederick
W. Gluck
Frederick
W. Gluck
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Director
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March 31, 2006
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/s/ Glenda
A. Hatchett
Glenda
A. Hatchett
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Director
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March 31, 2006
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/s/ Charles
O. Holliday, Jr.
Charles
O. Holliday, Jr.
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Director
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March 31, 2006
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/s/ T.
Michael Long
T.
Michael Long
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Director
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March 31, 2006
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/s/ John
H. McArthur
John
H. McArthur
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Director
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March 31, 2006
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/s/ Kent
C. Nelson
Kent
C. Nelson
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Director
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March 31, 2006
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/s/ Frank
S. Royal
Frank
S. Royal, M.D.
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Director
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March 31, 2006
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/s/ Harold
T. Shapiro
Harold
T. Shapiro
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Director
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March 31, 2006
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II-5
EXHIBIT INDEX
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1
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.1
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An Underwriting Agreement and
Terms Agreement or forms thereof related to debt securities,
common stock, preferred stock or warrants will be filed prior to
or in connection with any offering of such securities as an
amendment hereto or as an exhibit to a Current Report of the
Registrant on
Form 8-K,
and incorporated by reference herein.
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4
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.1
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Indenture dated as of
December 16, 1993 between the Company and The First
National Bank of Chicago, as Trustee (filed as Exhibit 4.1
to the Companys Registration Statement on
Form S-3
(File
No. 333-87588)
dated May 3, 2002, and incorporated herein by reference).
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4
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.2
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First Supplemental Indenture dated
as of May 25, 2000 between the Company and Bank One Trust
Company, N.A., as Trustee (filed as Exhibit 4.4 to the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2000, and incorporated
herein by reference).
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4
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.3
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Second Supplemental Indenture
dated as of July 1, 2001 between the Company and Bank One
Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to
the Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2001, and incorporated
herein by reference).
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4
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.4
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Third Supplemental Indenture dated
as of December 5, 2001 between the Company and The Bank of
New York, as Trustee (filed as Exhibit 4.5(d) to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2001, and incorporated
herein by reference).
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4
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.5
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The form of any Note with respect
to each particular series of Notes issued hereunder, the form of
Warrant, and the certificate of designation with respect to any
preferred stock issued hereunder will be filed as an amendment
hereto or as an exhibit to a Current Report of the Registrant on
Form 8-K,
and incorporated by reference herein.
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4
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.6
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Specimen Certificate for shares of
Common Stock, par value $0.01 per share, of the Company
(filed as Exhibit 3 to the Companys
Form 8-A/A,
Amendment No. 2, dated March 11, 2004, and
incorporated herein by reference).
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4
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.7
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Restated Certificate of
Incorporation of the Company, as amended (filed as
Exhibit 1 to the Companys
Form 8-A/A,
Amendment No. 2 dated March 11, 2004, and incorporated
herein by reference).
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4
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.8
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Second Amended and Restated Bylaws
of the Company (filed as Exhibit 3 to the Companys
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005, and incorporated
herein by reference).
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4
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.9
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Registration Rights Agreement,
dated as of March 16, 1989, by and among HCA-Hospital
Corporation of America and the persons listed on the signature
pages thereto (filed as Exhibit (g)(24) to Amendment
No. 3 to the
Schedule 13E-3
filed by HCA-Hospital Corporation of America, Hospital
Corporation of America and The HCA Profit Sharing Plan on
March 22, 1989, and incorporated herein by reference).
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4
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.10
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Assignment and Assumption
Agreement, dated as of February 10, 1994, between
HCA-Hospital Corporation of America and the Company relating to
the Registration Rights Agreement, as amended (filed as
Exhibit 4.7 to the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 1993, and
incorporated herein by reference).
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4
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.11
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Registration Rights Agreement,
dated as of June 28, 2001, between the Company and Canadian
Investments LLC, a Delaware limited liability Company (filed as
Exhibit 10.2 to the Companys Registration Statement
on
Form S-3
(File
No. 333-67040),
and incorporated herein by reference).
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5
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.1
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Opinion of Bass, Berry &
Sims PLC.
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12
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.1
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Statement regarding computation of
ratio of earnings to fixed charges (filed as Exhibit 12 to
the Companys Annual Report on
Form 10-K
for the year ended December 31, 2005, and incorporated
herein by reference).
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23
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.1
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Consent of Ernst & Young
LLP, Independent Registered Public Accounting Firm.
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23
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.2
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Consent of Bass, Berry &
Sims PLC appears in its opinion filed as Exhibit 5.1.
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24
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.1
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Powers of Attorney (contained on
signature pages of this Registration Statement).
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25
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.1
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Statement of Eligibility of
Trustee on
Form T-1
with respect to debt securities.
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