HCA Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2005 (January 27, 2005)

HCA INC.


(Exact name of registrant as specified in its charter)
         
Delaware   001-11239   75-2497104
         
(State or other jurisdiction of incorporation)    (Commission File
Number)
  (I.R.S. Employer
Identification No.)
One Park Plaza, Nashville, Tennessee
  37203
     
(Address of principal executive offices)
  (Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable


(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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Item 1.01. Entry Into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Ex-99.1 Form of Restricted Share Award Agreement
Ex-99.2 Form of Non-Qualified Stock Option Agreement


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Item 1.01. Entry Into a Material Definitive Agreement.

     On January 27, 2005, after consideration of presentations and recommendations of management and independent compensation consultants, and such other matters and information as deemed appropriate, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Inc. (the “Company”) approved certain resolutions, including with respect to the following actions:

     Restricted Stock and Non-Qualified Stock Option Awards to Executive Officers. Restricted shares of the Company’s common stock, together with non-qualified stock option awards to purchase shares of the Company’s common stock, were awarded to the executive officers of the Company, pursuant to the HCA 2000 Equity Incentive Plan (the “2000 Plan”), as follows:

                     
                Aggregate  
                Number of  
        Number of     Non-Qualified  
Name   Title   Restricted Shares     Stock Options  
Jack O. Bovender, Jr.
  Chairman of the Board and Chief Executive Officer     80,100       320,500  
Richard M. Bracken
  President and Chief Operating Officer     35,100       140,200  
David G. Anderson
  Senior Vice President – Finance and Treasurer     11,720     30,000  
Victor L. Campbell
  Senior Vice President     7,500       30,000  
Rosalyn S. Elton
  Senior Vice President – Operations Finance     5,000       20,000  
Charles R. Evans
  President – Eastern Group     21,000       84,100  
James A. Fitzgerald, Jr.
  Senior Vice President – Supply Chain Operations     7,500       30,000  
V. Carl George
  Senior Vice President – Development     5,000       20,000  
R. Sam Hankins, Jr.
  Chief Financial Officer – Outpatient Services Group     5,000       20,000  
Samuel N. Hazen
  President – Western Group     21,000       84,100  
Frank M. Houser, M.D.
  Senior Vice President – Quality and Medical Director     7,500       30,000  
R. Milton Johnson
  Executive Vice President and Chief Financial Officer     21,000       84,100  
Patricia T. Lindler
  Senior Vice President – Government Programs     5,000       20,000  
A. Bruce Moore, Jr.
  Chief Operating Officer – Outpatient Services     7,500       30,000  
William B. Rutherford
  Chief Financial Officer – Eastern Group     10,000       40,100  
Richard J. Shallcross
  Chief Financial Officer – Western Group     10,000       40,100  
Joseph N. Steakley
  Senior Vice President- Internal Audit Services     7,500       30,000  
John M. Steele
  Senior Vice President – Human Resources     7,500       30,000  
Marilyn B. Tavenner
  President – Outpatient Services Group     15,000       60,100  
Beverly B. Wallace
  President – Financial Services Group     15,000       60,100  
Robert A. Waterman
  Senior Vice President and General Counsel     12,500       50,100  
Noel Brown Williams
  Senior Vice President and Chief Information Officer     7,500       30,000  
Alan R. Yuspeh
  Senior Vice President – Ethics, Compliance and Corporate Responsibility     7,500       30,000  

The restricted shares awarded by the Committee were granted on January 27, 2005 and will vest and become exercisable ratably in 33 1/3% increments on each of the third, fourth and fifth anniversaries of the date of grant. Notwithstanding the foregoing, the shares of restricted stock will become fully vested upon the occurrence of a change in control of the Company (as defined in the award agreements) or the termination of the executive by reason of retirement, death or disability. The restricted stock awards are subject to the terms of the 2000 Plan and the individual award agreements substantially in the form of Exhibit 99.1 hereto and incorporated herein by reference. The foregoing summary of the terms of the restricted

 


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stock awards is qualified in its entirety by reference to the complete text of the 2000 Plan and the individual award agreements.

The option shares awarded by the Committee will be granted in four equal installments on each of January 27 (the “initial grant date”), April 27, July 27 and October 27 of 2005. The exercise price for each installment will be equal to the fair market value of the underlying shares of common stock on the date of grant. Each grant will vest and become exercisable ratably in 25% increments on each of the first, second, third and fourth anniversaries of the initial grant date. Notwithstanding the foregoing, the installment grant dates will be accelerated, and all of the option shares under the awards will become fully vested, upon the occurrence of a change in control of the Company (as defined in the award agreements) or the termination of the executive by reason of retirement or disability. Additionally, all of the option shares will become fully vested upon the death of the optionee to the extent the installments were granted prior to the occurrence of such event. The non-qualified stock option awards are subject to the terms of the 2000 Plan and the individual award agreements substantially in the form of Exhibit 99.2 hereto and incorporated herein by reference. The foregoing summary of the terms of the non-qualified stock option awards is qualified in its entirety by reference to the complete text of the 2000 Plan and the individual award agreements.

Item 9.01. Financial Statements and Exhibits.

Exhibits

     
99.1
  Form of Restricted Share Award Agreement
 
   
99.2
  Form of Non-Qualified Stock Option Agreement

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  HCA INC.
 
 
  By:   /s/ John M. Franck II    
    John M. Franck II   
    Vice President and Corporate Secretary   
 

Date: February 2, 2005