UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 27, 2009 (April 22, 2009)
HCA INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-11239
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75-2497104 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| One Park Plaza, Nashville, Tennessee
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37203 |
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| (Address of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On
April 27, 2009, HCA Inc. (the “Company”) issued a press release announcing, among other
matters, its results of operations for the first quarter ended
March 31, 2009, the text of
which is set forth as Exhibit 99.1.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of George A. Bitar from the Company’s Board of Directors
On April 22, 2009, George A. Bitar notified the Board of Directors of the Company
of his intention to resign from the Company’s Board of Directors, effective immediately.
Appointment of James D. Forbes to the Company’s Board of Directors
In connection with the resignation of Mr. Bitar from the Company’s Board of Directors
discussed above, on April 22, 2009, the Company’s Board of Directors appointed James D. Forbes to
serve as a member of the Company’s Board of Directors effective immediately. Mr. Forbes will serve
on the Company’s Compensation Committee.
Mr. Forbes has been Head of Bank of America’s Global Principal Investments Division since
March 2009. From November 2008 to March 2009, Mr. Forbes served as Head of Asia Pacific Corporate
and Investment Banking based in Hong Kong. From August 2002 to November 2008, he served as Global
Head of Healthcare Investment Banking at Merrill Lynch. Before joining Merrill Lynch in 1995, Mr.
Forbes worked at CS First Boston where he was part of Debt Capital Markets.
Mr. Forbes was appointed as a director to fill the vacancy created by Mr. Bitar’s resignation
pursuant to the Amended and Restated Limited Liability Company Agreement of Hercules Holding II,
LLC (“HHII LLC”), which gives Merrill Lynch Global Private Equity the right to designate three
managers of HHII LLC to also serve on the Company’s Board of Directors.
The information required by Item 5.02(d)(4) of Form 8-K regarding certain relationships of the
Company with Merrill Lynch Global Private Equity is contained in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on March 4, 2009 and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On
April 27, 2009, the Company issued a press release announcing, among other
matters, its results of operations for the first quarter ended
March 31, 2009, the text of
which is set forth as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d)
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| Exhibit |
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Exhibit Title |
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99.1
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Press Release dated April 27, 2009 |