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

 

 

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.

 

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.

 

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 company’s 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 company’s 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 company’s 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 company’s 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.

 

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 company’s common stock other than the shares it will own upon exercise of the Charitable Options.

 

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.

PROSPECTUS

 

HCA Inc.

Debt Securities

Guarantees

Common Stock

Preferred Stock

Warrants

Units

 

 

 

 

We may offer from time to time:

 

 

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

 

 

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.

 

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:

 

 

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 Commission’s web site at http://www.sec.gov. You may also read and copy any document we file at the Commission’s 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 NYSE’s 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.

 

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,

 

 

 

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.

 

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:

 

 

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

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 Commission’s 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

 

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.

 

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.

 

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:

 

 

 

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).

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 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, 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

exchangeable for certificates in definitive registered form with the same terms in authorized denominations only if:

 

 

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:

 

 

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:

 

 

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:

 

 

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:

 

 

Events of Default

 

Under the Indenture, an event of default applicable to the debt securities of any series means:

 

 

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:

 

 

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:

 

 

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:

 

 

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.

 

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.

 

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 management’s 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 management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.