-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUF6NExYQz8242uSv5dYrkVlPBHnLxSwf5tqbKpddDYUJkghzQKKMO86ArsGTRnz EEI1HlE4LqYra9P37n92Aw== 0000950144-01-504171.txt : 20010703 0000950144-01-504171.hdr.sgml : 20010703 ACCESSION NUMBER: 0000950144-01-504171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11239 FILM NUMBER: 1673198 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 8-K 1 g70246e8-k.txt HCA INC. 1 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): July 1, 2001 HCA INC. (FORMERLY KNOWN AS HCA - THE HEALTHCARE COMPANY) (Exact Name of Company as Specified in Its Charter) DELAWARE 001-11239 75-2497104 (State or other Jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation)
ONE PARK PLAZA NASHVILLE, TENNESSEE 37203 (Address and Zip Code of Principal Executive Offices) (615) 344-9551 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. Effective July 1, 2001, HCA - The Healthcare Company (the "Company") changed its corporate name to "HCA Inc." The name change was effected by the merger of the Company's wholly-owned subsidiary, HCA Inc., with and into the Company. The Company has retained its Certificate of Incorporation (except as amended to reflect its new name), bylaws and capitalization. ITEM 7(C). EXHIBITS. The following Exhibit is furnished in accordance with Item 601 of Regulation S-K: Exhibit 4.1 Certificate of Ownership and Merger -2- 3 SIGNATURE 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. /s/ John M. Franck II -------------------------------------- John M. Franck II Vice President and Corporate Secretary July 2, 2001 EX-4.1 2 g70246ex4-1.txt CERTIFICATE OF OWNERSHIP & MERGER 1 EXHIBIT 4.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING HCA INC. WITH AND INTO HCA - THE HEALTHCARE COMPANY - -------------------------------------------------------------------------------- Pursuant to Section 253 of the General Corporation of Law of the State of Delaware - -------------------------------------------------------------------------------- HCA - The Healthcare Company, a Delaware corporation (the "Company"), does hereby certify to the following facts relating to the merger (the "Merger") of HCA Inc., a Delaware corporation (the "Subsidiary"), with and into the Company, with the Company remaining as the surviving corporation under the name of HCA Inc.: FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pursuant to the DGCL. SECOND: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary. THIRD: The Board of Directors of the Company, by the following resolutions duly adopted on May 24, 2001, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL: WHEREAS, HCA - The Healthcare Company, a Delaware corporation (the "Company") owns all of the outstanding shares of the capital stock of HCA Inc., a Delaware corporation (the "Subsidiary"); and WHEREAS, the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware; 2 NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the "Merger"); RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Company shall remain unchanged and continue to remain outstanding as one share of common stock of the Company, held by the person who was the holder of such share of common stock of the Company immediately prior to the Merger; RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; RESOLVED FURTHER, that the certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article First thereof shall be amended to read in its entirety as follows: FIRST: The name of the corporation is HCA INC. RESOLVED FURTHER, that the proper officers of the Company be, and they hereby are, authorized to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger. FOURTH: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation shall be amended in the Merger to be "HCA Inc." FIFTH: The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of 2 3 incorporation of the surviving corporation, except that Article First thereof shall be amended to read in its entirety as follows: FIRST: The name of the corporation is HCA INC. SIXTH: The effective time and date of the Merger shall be 12:01 a.m., Eastern Time, on July 1, 2001. IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 29th day of June, 2001. By: /s/ John M. Franck II ---------------------------------------------- Name: John M. Franck II Office: Vice President and Corporate Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----