AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2002
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HCA INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
75-2497104
(I.R.S. Employer Identification No.)
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(615) 344-9551
(Address, including zip code, and telephone number, including area code, of
registrant's 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:
JAMES H. CHEEK
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-2700
(615) 742-6200
RONALD J. FRAPPIER
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202
(214) 855-4500
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE(1) REGISTRATION FEE
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Debt Securities..................... $1,500,000,000 100% $1,500,000,000 $138,000
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(1) Estimated solely for purposes of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 3, 2002
PROSPECTUS
HCA INC.
$1,500,000,000
DEBT SECURITIES
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This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, utilizing a "shelf "
registration process. Under this shelf process, we may, from time to time, sell
the debt securities described in this prospectus in one or more offerings up to
a total dollar amount of $1,500,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. A prospectus supplement may also add, update or change
information contained in this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus and the prospectus supplement. Neither we nor any
underwriter has authorized anyone else to provide you with different
information. This prospectus is not an offer to sell and it is not soliciting an
offer to buy these debt securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date on the
front of the document.
We will provide specific terms of these debt securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before you invest.
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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.
May , 2002
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and file reports and other information with the SEC. You may read
and copy these reports at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the public reference room by calling the SEC at (800) 732-0330.
You may also inspect these reports at the SEC's New York Regional Office, 233
Broadway, New York, New York 10279, at its Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which our common stock
trades. In addition, the SEC maintains an Internet site that contains reports
and other information regarding us (http://www.sec.gov).
We have registered these securities with the SEC on Form S-3 under the
Securities Act of 1933. This prospectus does not contain all of the information
set forth in the Registration Statement. You may obtain copies of the
Registration Statement, including exhibits, as discussed in the first paragraph.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents:
- our Annual Report on Form 10-K for the year ended December 31, 2001;
- our Current Reports on Form 8-K dated February 5, 2002, March 28, 2002,
April 22, 2002 and April 23, 2002; and
- any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is
completed.
You may obtain copies of the above information (including exhibits), upon
written or oral request, without charge. You should direct requests to John M.
Franck II, Vice President and Corporate Secretary, HCA Inc., One Park Plaza,
Nashville, Tennessee 37203 or by telephone at (615) 344-9551. Our web site
address is www.hcahealthcare.com.
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THE COMPANY
HCA Inc. is a holding company whose affiliates own and operate hospitals
and related health care entities. The term "affiliates" includes our direct and
indirect subsidiaries and partnerships and joint ventures in which our
subsidiaries are partners. As of March 31, 2002, these affiliates owned and
operated 175 hospitals and 74 freestanding surgery centers and provided
extensive outpatient and ancillary services. Our affiliates are also partners in
several 50/50 joint ventures that own and operate six hospitals and three
freestanding surgery centers which are accounted for using the equity method.
Our facilities are located in 23 states, England and Switzerland.
Our primary objective is to provide a comprehensive array of quality health
care services in the most cost-effective manner possible. Our hospitals provide
a full range of medical services including such medical specialties as internal
medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics and
obstetrics, as well as diagnostic and emergency services. We also provide
outpatient and ancillary health care services at both our general, acute care
hospitals and at our freestanding facilities, including outpatient surgery and
diagnostic centers, rehabilitation facilities, home health care agencies and
other facilities. In addition, we operate psychiatric hospitals which generally
provide a full range of mental health care services in inpatient, partial
hospitalization and outpatient settings.
We were formed in January 1990 as a Nevada corporation and reincorporated
in Delaware in July 1993. Our principal executive offices are located at One
Park Plaza, Nashville, Tennessee 37203, and our telephone number at that address
is (615) 344-9551.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our consolidated earnings to
fixed charges for the periods presented.
FOR THE YEAR ENDED DECEMBER 31,
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2001 2000 1999 1998 1997
----- ----- ----- ----- -----
3.43x 1.85x 3.11x 2.58x 1.81x
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before minority
interests, income taxes and fixed charges. "Fixed charges" consist of interest
expense, debt amortization costs and one-third of rent expense, which
approximates the interest portion of rent expense.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement accompanying this
prospectus, we intend to use the net proceeds from the sale of the debt
securities for general corporate purposes. We intend to offer the debt
securities periodically when prevailing interest rates and other market
conditions are advantageous or as required by our financing needs.
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DESCRIPTION OF THE DEBT SECURITIES
GENERAL
The description below of the general terms of the debt securities will be
supplemented by the more specific terms in the prospectus supplement.
We will issue the debt securities in one or more series under an indenture
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." 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 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.
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. The article and section numbers refer
to those in the Indenture.
The prospectus supplement will specify the following terms of the issue of
debt securities:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which the debt securities may be issued and are or
will be payable;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- any index used to determine the amount of payment of principal, premium
and interest on the debt securities;
- any addition to, or modification or deletion of, any events of default or
covenants provided for with respect to the debt securities;
- any other detailed terms and provisions of the debt securities that are
not inconsistent with the Indenture (Section 301); and
- any special provisions for the payment of additional amounts with respect
to the debt securities.
The debt securities may be issued at a substantial discount below their
stated principal amount. The 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).
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. 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 holder's 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 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
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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
credit immediately 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 exchangeable for
certificates in definitive registered form with the same terms in authorized
denominations only if:
- 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
- we determine at any time not to have any debt securities represented by
one or more global notes.
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:
- 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;
- mortgages to secure debt on which the interest payments are exempt from
federal income tax under Section 103 of the Internal Revenue Code;
- mortgages in favor of us or a consolidated subsidiary;
- mortgages existing on the date of the Indenture;
- certain mortgages to governmental entities;
- 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;
- 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
- 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.
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:
- we or our subsidiary could incur indebtedness secured by a mortgage on
the property to be leased; or
- 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).
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:
- debt outstanding on the date of the Indenture;
- debt representing the assumption by one restricted subsidiary of debt of
another;
- debt or preferred stock of any corporation or partnership existing when
it becomes a subsidiary;
- 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;
- 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;
- 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
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operation or additions, repairs, alterations or improvements and the
mortgage does not relate to any other property;
- permitted subsidiary refinancing debt (as defined in the Indenture);
- debt of a restricted subsidiary to us or another subsidiary as long as we
hold it; or
- any obligation pursuant to a permitted sale and lease-back transaction
(Section 1107).
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:
- we or any of our subsidiaries may issue, assume or guarantee debt secured
by mortgages;
- we or any of our subsidiaries may enter into any sale and lease-back
transaction; and
- any restricted subsidiary may issue, assume or become liable for any debt
or preferred stock (Section 1108).
EVENTS OF DEFAULT
Under the Indenture, an event of default applicable to the debt securities
of any series means:
- failure to pay the principal or any premium on any debt security of that
series when due;
- failure to pay any interest on any debt security of that series when due,
continued for 30 days;
- failure to deposit any sinking fund payment in respect of any debt
security of that series when due;
- 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;
- events in bankruptcy, insolvency or reorganization; and
- any other event of default provided with respect to debt securities of
that series (Section 501).
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 reasonable
indemnity (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).
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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:
- change the stated maturity of the principal of, or any installment of
interest on, any debt security;
- reduce the principal, premium or interest on any debt security;
- reduce the amount of principal of discount securities payable upon
acceleration of the maturity;
- change the currency of payment of principal, premium or interest on any
debt security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security; or
- 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).
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:
- the successor corporation assumes our obligations on the debt securities
and under the Indenture;
- 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
- other conditions are met (Section 901).
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).
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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
The Trustee has normal banking relationships with us.
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PLAN OF DISTRIBUTION
GENERAL
We may sell the debt securities directly to purchasers or through
underwriters, dealers or agents. We may distribute the debt securities in one or
more transactions, either at a fixed price or varying prices, at prevailing
market prices, at prices related to prevailing market prices or at negotiated
prices. The prospectus supplement will identify the terms of the offering, the
names of the underwriters or agents, the purchase price, any underwriting
discounts, the method of distribution and the time and place of delivery of the
debt securities.
In connection with the sale of debt securities, underwriters, dealers or
agents may receive discounts, concessions or commissions from us or from
purchasers for whom they act as agents. Underwriters, dealers and agents that
participate in the distribution of debt securities may qualify as underwriters
under the Securities Act of 1933. The prospectus supplement will identify any
such underwriter, dealer or agent and describe any compensation paid by us.
We may agree to indemnify underwriters, dealers and agents that participate
in the distribution of debt securities against liabilities, including
liabilities under the Securities Act of 1933.
Since each issuance of a series of these debt securities will have no
established trading market, broker-dealers may make a market in the debt
securities. We cannot assure the liquidity of the trading market for the debt
securities.
DELAYED DELIVERY ARRANGEMENT
If so indicated in a prospectus supplement, we will authorize dealers or
agents to solicit offers by certain institutions to purchase debt securities
from us pursuant to contracts providing for payment and delivery on a future
date, if so permitted by the purchaser's jurisdiction. We must approve all
institutions, which may include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others. The dealers and other agents will not be responsible
for the validity or performance of these contracts.
LEGAL OPINIONS
Bass, Berry & Sims PLC is passing upon the validity of the debt securities
for us. Jenkens & Gilchrist, a Professional Corporation, is passing upon legal
matters in connection with the offering of the debt securities for any
underwriters, dealers or agents. Jenkens & Gilchrist has rendered, and continues
to render, legal services to us.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2001, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC filing fee.............................................. $138,000
Accounting fees and expenses................................ 25,000*
Printing and engraving...................................... 25,000*
Blue Sky fees and expenses.................................. 10,000*
Legal fees and expenses..................................... 75,000*
Trustee's fees and expenses................................. 15,000*
Rating Agency fees.......................................... 350,000*
Miscellaneous............................................... 20,000*
--------
Total............................................. $658,000*
========
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 or officer (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 director's liability, but does not
permit a corporation to eliminate or limit a director's liability for the
following:
- breaches of the director's duty of loyalty to the corporation or its
stockholders;
- acts or omissions not in good faith or involving intentional misconduct
or known violations of law;
- the payment of unlawful dividends or unlawful stock purchases or
redemptions; or
- transactions in which the director received an improper personal benefit.
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.
II-1
ITEM 16. EXHIBITS.
1 -- Underwriting Agreement Standard Provisions (Debt Securities)
dated January 23, 2001 (filed as Exhibit 1.1 to the
Company's Current Report on Form 8-K dated January 23, 2001,
and incorporated herein by reference).
4.1 -- Indenture dated as of December 16, 1993 between the Company
and The First National Bank of Chicago, as Trustee (restated
electronically for SEC filing purposes).
4.2 -- 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 Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, and
incorporated herein by reference).
4.3 -- 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 Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, and
incorporated herein by reference).
4.4 -- 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 Company's Annual Report on
Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference).
5 -- Opinion of Bass, Berry & Sims PLC.
12 -- Statement regarding computation of ratio of earnings to
fixed charges (filed as Exhibit 12 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference).
23.1 -- Consent of Ernst & Young LLP, independent auditors.
23.2 -- Consent of Bass, Berry & Sims PLC appears in its opinion
filed as Exhibit 5.
24 -- Power of Attorney of certain signatories appears on page
II-4.
25 -- Statement of Eligibility of Trustee on Form T-1.
ITEM 17. UNDERTAKINGS.
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; and
(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 (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in 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.
II-2
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's 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.
(5) 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 Act
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 Act 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 that 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 April 30, 2002.
HCA INC.
By: /s/ DAVID G. ANDERSON
------------------------------------
David G. Anderson
Senior Vice President - Finance and
Treasurer
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 (including post-effective amendments) 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 such 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 or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JACK O. BOVENDER, JR. Chairman of the Board and April 30, 2002
----------------------------------------------------- Chief Executive Officer
Jack O. Bovender, Jr. (Principal Executive
Officer)
/s/ R. MILTON JOHNSON Senior Vice President and April 30, 2002
----------------------------------------------------- Controller (Principal
R. Milton Johnson Accounting Officer)
/s/ MAGDALENA H. AVERHOFF, M.D. Director April 30, 2002
-----------------------------------------------------
Magdalena H. Averhoff, M.D.
/s/ J. MICHAEL COOK Director April 30, 2002
-----------------------------------------------------
J. Michael Cook
/s/ MARTIN FELDSTEIN Director April 30, 2002
-----------------------------------------------------
Martin Feldstein
/s/ THOMAS F. FRIST, JR., M.D. Director April 30, 2002
-----------------------------------------------------
Thomas F. Frist, Jr., M.D.
/s/ FREDERICK W. GLUCK Director April 30, 2002
-----------------------------------------------------
Frederick W. Gluck
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GLENDA A. HATCHETT Director April 30, 2002
-----------------------------------------------------
Glenda A. Hatchett
/s/ T. MICHAEL LONG Director April 30, 2002
-----------------------------------------------------
T. Michael Long
/s/ JOHN H. MCARTHUR Director April 30, 2002
-----------------------------------------------------
John H. McArthur
/s/ THOMAS S. MURPHY Director April 30, 2002
-----------------------------------------------------
Thomas S. Murphy
/s/ KENT C. NELSON Director April 30, 2002
-----------------------------------------------------
Kent C. Nelson
/s/ CARL E. REICHARDT Director April 30, 2002
-----------------------------------------------------
Carl E. Reichardt
/s/ FRANK S. ROYAL, M.D. Director April 30, 2002
-----------------------------------------------------
Frank S. Royal, M.D.
/s/ HAROLD T. SHAPIRO Director April 30, 2002
-----------------------------------------------------
Harold T. Shapiro
II-5
INDEX TO EXHIBITS
1 -- Underwriting Agreement Standard Provisions (Debt Securities)
dated January 23, 2001 (filed as Exhibit 1.1 to the
Company's Current Report on Form 8-K dated January 23, 2001,
and incorporated herein by reference).
4.1 -- Indenture dated as of December 16, 1993 between the Company
and The First National Bank of Chicago, as Trustee (restated
electronically for SEC filing purposes).
4.2 -- 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 Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, and
incorporated herein by reference).
4.3 -- 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 Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, and
incorporated herein by reference).
4.4 -- 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 Company's Annual Report on
Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference).
5 -- Opinion of Bass, Berry & Sims PLC.
12 -- Statement regarding computation of ratio of earnings to
fixed charges (filed as Exhibit 12 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
2001, and incorporated herein by reference).
23.1 -- Consent of Ernst & Young LLP, independent auditors.
23.2 -- Consent of Bass, Berry & Sims PLC appears in its opinion
filed as Exhibit 5.
24 -- Power of Attorney of certain signatories appears on page
II-4.
25 -- Statement of Eligibility of Trustee on Form T-1.