-----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, RJQodPKmi2RnZTbIQSA5alKFvqQdCNtBqR6cuCLqr5bdmzn9O53e4+rvuz3FJceM ECKmeOnF03Z7XgzmAeIZRA== 0000950144-05-003194.txt : 20050329 0000950144-05-003194.hdr.sgml : 20050329 20050329152550 ACCESSION NUMBER: 0000950144-05-003194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050329 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: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 05709572 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 g94163e8vk.htm HCA INC. HCA INC.
Table of Contents

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): March 29, 2005 (March 28, 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))

 


TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE


Table of Contents

Item 7.01. Regulation FD Disclosure

     On March 28, 2005, the Company issued a press release announcing, among other matters, its preliminary results of operations for the first quarter which will end March 31, 2005, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)

     
Exhibit    
Number
  Exhibit Title
99.1
  Press Release dated March 28, 2005

 


Table of Contents

     
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/ R. Milton Johnson    
    R. Milton Johnson    
    Executive Vice President and Chief Financial Officer   
 

Date: March 29, 2005

 


Table of Contents

     
EXHIBIT INDEX
     
Exhibit    
Number
  Exhibit Title
99.1
  Press Release dated March 28, 2005

 

EX-99.1 2 g94163exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [COMPANY LOGO] NEWS - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough Jeff Prescott (615) 344-2688 (615) 344-5708 HCA PREVIEWS FIRST QUARTER 2005 EARNINGS ANNOUNCES HOSPITAL DIVESTITURES NASHVILLE, TENN., MARCH 28, 2005--HCA (NYSE: HCA) today announced that preliminary results for its first quarter indicate that net income per diluted share is expected to range from $0.88 to $0.93 for the quarter ending March 31, 2005, compared to $0.69 per diluted share for the prior year's first quarter. Operating results for the quarter are expected to benefit from the combined impact of increased patient volume, effective expense management, improved bad debt trends (slowing rate of increase in uninsured admissions compared to the first quarter of 2004 and a continued moderation in the growth rate associated with the uncollectibility of self-pay receivables) and a reduction in shares outstanding due to the completion of a modified "Dutch" auction tender offer in the fourth quarter of 2004. The Company will address specifics of the quarter along with revised 2005 earnings guidance when actual results for the first quarter are reported on or about April 21. HCA also announced its intention to divest 10 acute care hospitals located in six states. The 10 hospitals are located primarily in rural and small urban markets, in contrast to the majority of the Company's remaining hospitals which are located in large urban or suburban markets. "The divestitures will allow the Company to redeploy capital to support our hospitals in growing urban markets," stated Jack O. Bovender, Jr., HCA's Chairman and CEO. "These facilities are viable community assets. We believe that increased focus and attention and the ability to continue to successfully compete for capital should provide these facilities the best opportunity for success in the future. Many of the facilities to be divested have been a part of HCA for several years and, although it was a difficult decision, we believe the divestitures are in the best long-term interests of the Company, the affected hospitals and their local communities." As a group, the 10 hospitals to be divested had 2004 net revenues of $654 million. Hospital divestiture list: 1. Clinch Valley Medical Center, Richlands, VA 200 beds 2. Grandview Medical Center, Jasper, TN 70 beds 3. River Park Hospital, McMinnville, TN 127 beds 4. St. Joseph's Hospital, Parkersburg, WV 325 beds 5. Saint Francis Hospital, Charleston, WV 155 beds 6. Raleigh General Hospital, Beckley, WV 369 beds 7. Putnam General Hospital, Hurricane, WV 68 beds 8. North Monroe Medical Center, Monroe, LA 255 beds 9. Southwestern Medical Center, Lawton, OK 212 beds 10. Capital Medical Center, Olympia, WA 119 beds
The Company believes the divestitures will not have a material effect on its future financial position or results of operations. The Company expects the planned disposition of the 10 facilities to be substantially complete by the fourth quarter of 2005, and it will work to ensure a smooth transition for all the divested facilities. The Company has retained Merrill Lynch as its adviser to assist with the divestitures. ### This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact, including those relating to the Company's preliminary results for the first quarter of 2005 and the Company's intended divestitures of hospitals and their anticipated impact on the Company's financial statements and results of operations. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the finalization of the Company's financial statements for the first quarter; (ii) the ability of the Company to successfully effect the planned divestitures; (iii) the ability of the Company to smoothly transition the divested hospitals; and (iv) other risk factors detailed in the Company's filings with the SEC. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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