HCA INC. - FORM 424B4
Files Pursuant to Rule 424(b)(4)
Registration No. 333-132876
PROSPECTUS
SUPPLEMENT
(To prospectus dated March 31, 2006)
HCA Inc.
3,104,006 Shares
Common Stock
Par Value $.01 Per
Share
This prospectus supplement relates to an aggregate of
3,104,006 shares of the common stock, par value
$.01 per share, of HCA Inc. to be sold by the company
pursuant to certain stock option pledge agreements previously
entered into by the company with a charitable foundation
affiliated with the company.
On each of October 9, 1997 and February 25, 1999, as a
charitable contribution, the company pledged and granted options
to purchase up to 1,000,000 and 2,104,006 shares of common
stock, respectively, at an adjusted price of $26.744 and $17.294
per share, respectively, which we will refer to collectively as
the Charitable Options, to The HCA Foundation, a charitable
organization, or the Foundation, as more fully described below
under Charitable Options. Pursuant to the terms of
the Charitable Options, the Foundation is authorized to transfer
all or a portion of the Charitable Options to one or more
unrelated charitable organizations, and each such organization
is authorized to exercise the portion of the Charitable Options
so transferred. The Foundation has advised the company that it
intends to so transfer all of the Charitable Options to an
unrelated charitable organization, or the Selling Shareholder.
This prospectus may be used for reoffers or resales of shares
acquired upon the exercise of the Charitable Options or
otherwise hereunder. See Plan of Distribution.
We have agreed to bear all expenses, including legal and
accounting expenses, in connection with the registration of the
shares. Our common stock, including the shares to which this
prospectus supplement relates, are listed on the New York Stock
Exchange under the symbol HCA. On November 1,
2006, the last reported sales price of our common stock on the
New York Stock Exchange was $50.48 per share.
We maintain our principal executive offices at One Park Plaza,
Nashville, Tennessee 37203, telephone (615) 344-9551.
Unless this prospectus indicates otherwise or the context
otherwise requires, the terms we, our,
us, HCA or the company as
used in this prospectus supplement refer to HCA Inc. and its
affiliates.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the shares
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
November 7, 2006
TABLE OF
CONTENTS
Prospectus
Supplement
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S-3
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S-3
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S-3
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S-4
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S-4
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Prospectus
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About This Prospectus
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ii
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HCA Inc.
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iii
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Where You Can Find Additional
Information
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iii
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Forward-Looking Statements
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iv
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Incorporation of Information by
Reference
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1
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Use of Proceeds
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Description of Debt Securities
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Legal Matters
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Experts
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S-2
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus
supplement, which describes the specific terms of this offering
of resale shares. The second part, the accompanying prospectus,
gives more general information, some of which may not apply to
this offering of resale shares. This prospectus supplement also
adds to, updates and changes information contained in the
accompanying prospectus. If the description of the offering
varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this
prospectus supplement. The accompanying prospectus is part of a
registration statement that we filed with the Securities and
Exchange Commission using a shelf registration statement.
It is important that you read and consider all of the
information contained in this prospectus supplement and the
accompanying prospectus in making your investment decision. You
should also read and consider the information in the documents
to which we have referred you in Where You Can Find
Additional Information on page iii of the
accompanying prospectus.
USE OF
PROCEEDS
We intend to use the net proceeds from the exercise of the
Charitable Options for general corporate purposes. We will not
receive any proceeds from the resale of the shares.
CHARITABLE
OPTIONS
The Charitable Options are subject to the terms and provisions
of the following agreements, as applicable: (1) the Stock
Option Pledge Agreement dated October 9, 1997, or the 1997
Option, between the company and the Foundation exercisable for
1,000,000 shares of the companys common stock at an
adjusted exercise price of $26.744 per share, and (2) the
Stock Option Pledge Agreement dated February 25, 1999, or
the 1999 Option, between the company and the Foundation
exercisable for 2,104,006 shares (as adjusted) of the
companys common stock at an adjusted exercise price of
$17.294 per share. The Charitable Options are each fully
exercisable and not subject to continuing vesting restrictions.
The Charitable Options have a term of ten years from the date of
grant, as applicable, and are exercisable solely by the payment
of cash at the time of exercise.
The 1997 Option was initially granted for 1,000,000 shares
of common stock with an exercise price of $28.125 per
share. The 1999 Option was initially granted for
2,000,000 shares of common stock with an exercise price of
$18.1875 per share. On May 11, 1999, the company
effected a spin-off, or the Spin-Off, of two subsidiaries,
LifePoint Hospitals, Inc., or LifePoint, and Triad Hospitals,
Inc., or Triad, by distributing to the companys
shareholders all outstanding shares of LifePoint and Triad at a
ratio of one share of LifePoint and Triad common stock for every
19 shares of the companys common stock. In connection
with the Spin-Off, the company adjusted the exercise prices of
the Charitable Options to reflect the Spin-Off, including the
change in the nature of the shares underlying the options.
Additionally, the number of shares subject to option under the
1999 Option was adjusted to add an additional
104,006 shares of common stock to compensate for the
decrease in the intrinsic value of the 1999 Option from its
value immediately prior to the Spin-Off. As a result of these
adjustments, the Charitable Options are currently exercisable
for the number of shares of common stock, and at the exercise
prices, noted in the immediately preceding paragraph.
Pursuant to the terms of the Charitable Options, the Foundation
is authorized to transfer all or a portion of the Charitable
Options to one or more unrelated charitable organizations, and
each such organization is authorized to exercise the portion of
the Charitable Options so transferred. The Foundation has
advised the company that it intends to so transfer all of the
Charitable Options to The Community Foundation of Middle
Tennessee, Inc., an unrelated charitable organization.
Any change in the number of outstanding shares of common stock
occurring through stock splits, stock dividends, stock
consolidations or similar recapitalizations shall be reflected
in a change in the number of shares to be acquired upon exercise
of the Charitable Options.
S-3
SELLING
SHAREHOLDER
The Community Foundation of Middle Tennessee, Inc. will receive
the Charitable Options and will constitute the Selling
Shareholder. The Selling Shareholder has agreed to exercise the
Charitable Options prior to the consummation of that certain
merger transaction, or the merger, between the company, Hercules
Holdings II, LLC and Hercules Acquisition Corporation and to
subsequently either sell hereunder the shares acquired upon
exercise of the Charitable Options prior to the consummation of
the merger or continue to hold the shares and receive the cash
merger consideration upon consummation of the merger. The
Selling Shareholder does not own any shares of the
companys common stock other than the shares it will own
upon exercise of the Charitable Options.
PLAN OF
DISTRIBUTION
This prospectus supplement is being issued in connection with
the sale by the company of 3,104,006 shares of common stock
pursuant to the terms of the Charitable Options and the resale
of such shares. Pursuant to the terms of the Charitable Options,
the Foundation is authorized to transfer all or a portion of the
Charitable Options to one or more unrelated charitable
organizations, and each such organization is authorized to
exercise the portion of the Charitable Options so transferred.
The Foundation has advised the company that it intends to so
transfer all or a portion of the Charitable Options to The
Community Foundation of Middle Tennessee, Inc., an unrelated
charitable organization. This prospectus supplement covers the
registration of common stock issuable by the company upon the
purchase of shares upon the exercise of the Charitable Options
by the Selling Shareholder and the resale of such shares by
Selling Shareholder as described below.
The Selling Shareholder may offer and sell the shares from time
to time in compliance with the Securities Act of 1933 and
applicable state securities laws. Sales may be made to or
through broker-dealers at then prevailing market prices or
otherwise at prices and on terms then obtainable, and such
broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling
Shareholder or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). The
Selling Shareholder and any broker-dealer acting in connection
with the sale of such shares hereunder may be deemed to be
underwriters within the meaning of the Securities
Act of 1933, in which case any commissions received by a
broker-dealer and any profit realized by them on the resale of
the shares as principal may be deemed underwriting compensation
under the Securities Act of 1933.
The shares registered hereunder shall be issued from the
authorized but unissued shares of common stock of the company.
No fees shall be charged by the company in connection with any
exercise of the Charitable Options.
S-4
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.
TABLE OF
CONTENTS
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ii
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iii
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iii
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iv
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8
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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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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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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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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.
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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.
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