Delaware (State or other Jurisdiction of Incorporation or Organization) |
75-2497104 (I.R.S. Employee Identification Number) |
Proposed Maximum |
Proposed Maximum |
|||||||||||
Title of Each Class of |
Amount to |
Offering Price |
Aggregate |
Amount of |
||||||||
Securities to be Registered(1) | be Registered | per Security | Offering Price | Registration Fee | ||||||||
Debt Securities
|
(2) | (2) | (2) | (2) | ||||||||
Guarantees
|
(2) | (2) | (2) | (2) | ||||||||
Common Stock, $.01 par value
|
3,104,006 shares | $50.51(3) | $156,783,344(3) | $16,776(3)(4) | ||||||||
Preferred Stock, $.01 par value
|
(2) | (2) | (2) | (2) | ||||||||
Warrants
|
(2) | (2) | (2) | (2) | ||||||||
Total
|
3,104,006 shares | $50.51 | $156,783,344 | $16,776(4) | ||||||||
(1) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. | |
(2) | An indeterminate aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices and as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee, except for $58,850 that has already been paid with respect to $500,000,000 aggregate initial offering price of securities that were previously registered pursuant to Registration Statement No. 333-121520 filed by HCA Inc. on December 22, 2004, and were not sold thereunder. |
(3) | Determined in accordance with Rule 457(c) and Rule 457(r) under the Securities Act based on the average of the high and low prices of the New York Stock Exchange on November 1, 2006. |
(4) | The fee has been satisfied by applying, pursuant to Rule 457(p) under the Securities Act, $16,776 of the $58,850 that has already been paid as discussed in footnote (2) above. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC Filing Fee
|
$ | 16,776 | ||
Accounting Fees and Expenses
|
$ | ** | ||
Printing and Engraving Expenses
|
$ | ** | ||
Blue Sky Fees and Expenses
|
$ | ** | ||
Legal Fees and Expenses
|
$ | ** | ||
Trustee Fees and Expenses
|
$ | ** | ||
Rating Agency Fees
|
$ | ** | ||
Stock Exchange Listing Fees
|
$ | ** | ||
Miscellaneous
|
$ | ** | ||
Total
|
$ | 16,776(1 | ) | |
(1) | Additional information regarding estimated expenses and issuance of each individual class of securities being registered will be provided by post-effective amendment at the time as such class is included in a prospectus supplement in accordance with Rule 430(B). |
** | Estimated expenses are not presently known. |
II-1
By: |
/s/ David
G. Anderson
|
Signature
|
Title
|
Date
|
||||
* Jack O. Bovender, Jr. |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | November 6, 2006 | ||||
* Richard M. Bracken |
President, Chief Operating Officer and Director | November 6, 2006 | ||||
* /s/ R.
Milton
Johnson R. Milton Johnson |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | November 6, 2006 | ||||
* C. Michael Armstrong |
Director | November 6, 2006 | ||||
* Magdalena H. Averhoff, M.D. |
Director | November 6, 2006 | ||||
* Martin Feldstein |
Director | November 6, 2006 | ||||
* Thomas F. Frist, Jr. M.D. |
Director | November 6, 2006 | ||||
* Frederick W. Gluck |
Director | November 6, 2006 | ||||
* Glenda A. Hatchett |
Director | November 6, 2006 | ||||
* Charles O. Holliday, Jr. |
Director | November 6, 2006 | ||||
II-2
Signature
|
Title
|
Date
|
||||
* T. Michael Long |
Director | November 6, 2006 | ||||
* John H. McArthur |
Director | November 6, 2006 | ||||
* Kent C. Nelson |
Director | November 6, 2006 | ||||
* Frank S. Royal, M.D. |
Director | November 6, 2006 | ||||
* Harold T. Shapiro |
Director | November 6, 2006 | ||||
*By: |
/s/ R.
Milton
Johnson Name: R. Milton Johnson Title: Attorney-in-Fact |
II-3
1 | .1 | An Underwriting Agreement and Terms Agreement or forms thereof related to debt securities, common stock, preferred stock or warrants will be filed prior to or in connection with any offering of such securities as an amendment hereto or as an exhibit to a Current Report of the Registrant on Form 8-K, and incorporated by reference herein. | ||
4 | .1 | Indenture dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.1 to the Companys Registration Statement on Form S-3 (File No. 333-87588) dated May 3, 2002, and incorporated herein by reference). | ||
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 Companys 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 Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference). | ||
4 | .5 | The form of any Note with respect to each particular series of Notes issued hereunder, the form of Warrant, and the certificate of designation with respect to any preferred stock issued hereunder will be filed as an amendment hereto or as an exhibit to a Current Report of the Registrant on Form 8-K, and incorporated by reference herein. | ||
4 | .6 | Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Company (filed as Exhibit 3 to the Companys Form 8-A/A, Amendment No. 2, dated March 11, 2004, and incorporated herein by reference). | ||
4 | .7 | Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 1 to the Companys Form 8-A/A, Amendment No. 2 dated March 11, 2004, and incorporated herein by reference). | ||
4 | .8 | Second Amended and Restated Bylaws of the Company (filed as Exhibit 3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference). | ||
4 | .9 | Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference). | ||
4 | .10 | Assignment and Assumption Agreement, dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Company relating to the Registration Rights Agreement, as amended (filed as Exhibit 4.7 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and incorporated herein by reference). | ||
4 | .11 | Registration Rights Agreement, dated as of June 28, 2001, between the Company and Canadian Investments LLC, a Delaware limited liability Company (filed as Exhibit 10.2 to the Companys Registration Statement on Form S-3 (File No. 333-67040), and incorporated herein by reference). | ||
4 | .12 | Stock Option Pledge Agreement dated October 9, 1997.** | ||
4 | .13 | Stock Option Pledge Agreement dated February 25, 1999.** | ||
5 | .1 | Opinion of Bass, Berry & Sims PLC.* | ||
12 | .1 | Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12 to the Companys Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated herein by reference). | ||
23 | .1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.* | ||
23 | .2 | Consent of Bass, Berry & Sims PLC appears in its opinion filed as Exhibit 5.1. | ||
24 | .1 | Powers of Attorney.* | ||
25 | .1 | Statement of Eligibility of Trustee on Form T-1 with respect to debt securities.* |
* | Previously filed. |
** | Filed herewith. |