As filed with the Securities and Exchange Commission on February 27, 2012
Registration No. 333-175791
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HCA Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 8062 | 27-3865930 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
HCA Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 8062 | 75-2497104 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
SEE TABLE OF ADDITIONAL REGISTRANTS
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
John M. Franck II, Esq.
HCA Holdings, Inc.
Vice President and Corporate Secretary
One Park Plaza
Nashville, Tennessee 37203
Telephone: (615) 344-9551
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Joseph H. Kaufman, Esq. | J. Page Davidson, Esq. | |
| Simpson Thacher & Bartlett LLP | Ryan D. Thomas, Esq. | |
| 425 Lexington Avenue | Bass, Berry & Sims PLC | |
| New York, New York 10017-3954 | 150 Third Avenue South, Suite 2800 | |
| Telephone: (212) 455-2000 | Nashville, Tennessee 37201-2017 | |
| Telephone: (615) 742-6200 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer þ | Smaller reporting company ¨ | |||
| (Do not check if a smaller reporting company) | ||||||
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Debt Securities | (1) | (1) | (1) | (2) | ||||
Guarantees of Debt Securities | (3) | (3) | (3) | (3) | ||||
| ||||||||
| ||||||||
| (1) | Omitted pursuant to General Instructions II.E. of Form S-3. An indeterminate amount of debt securities (and any guarantees thereof as described herein) are being registered as may from time to time be issued at indeterminate prices. |
| (2) | In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
| (3) | No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees. |
Table of Additional Registrant Guarantors
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
American Medicorp Development Co. | Delaware | 23-1696018 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Bay Hospital, Inc. | Florida | 62-0976863 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Brigham City Community Hospital, Inc. | Utah | 87-0318837 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Brookwood Medical Center of Gulfport, Inc. | Mississippi | 63-0751470 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Capital Division, Inc. | Virginia | 62-1668319 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Centerpoint Medical Center of Independence, LLC | Delaware | 45-0503121 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Central Florida Regional Hospital, Inc. | Florida | 59-1978725 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Central Shared Services, LLC | Virginia | 76-0771216 | One Park Plaza (615) 344-9551 | |||
Central Tennessee Hospital Corporation | Tennessee | 62-1620866 | One Park Plaza (615) 344-9551 | |||
CHCA Bayshore, L.P. | Delaware | 62-1801359 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Conroe, L.P. | Delaware | 62-1801361 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Mainland, L.P. | Delaware | 62-1801362 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA West Houston, L.P. | Delaware | 62-1801363 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
CHCA Woman’s Hospital, L.P. | Delaware | 62-1810381 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Chippenham & Johnston-Willis Hospitals, Inc. | Virginia | 54-1779911 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Colorado Health Systems, Inc. | Colorado | 62-1593008 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Columbia ASC Management, L.P. | California | 33-0539838 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Jacksonville Healthcare System, Inc. | Florida | 61-1272241 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia LaGrange Hospital, Inc. | Illinois | 61-1276162 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Arlington Subsidiary, L.P. |
Texas |
62-1682201 |
One Park Plaza | |||
Columbia Medical Center of Denton Subsidiary, L.P. |
Texas |
62-1682213 |
One Park Plaza | |||
Columbia Medical Center of Las Colinas, Inc. | Texas | 62-1650582 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Medical Center of Lewisville Subsidiary, L.P. |
Texas |
62-1682210 |
One Park Plaza | |||
Columbia Medical Center of McKinney Subsidiary, L.P. |
Texas |
62-1682207 |
One Park Plaza | |||
Columbia Medical Center of Plano Subsidiary, L.P. | Texas | 62-1682203 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia North Hills Hospital Subsidiary, L.P. | Texas | 62-1682205 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Ogden Medical Center, Inc. | Utah | 62-1650578 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Parkersburg Healthcare System, LLC | West Virginia | 62-1634494 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. |
Texas |
62-1682202 |
One Park Plaza | |||
Columbia Polk General Hospital, Inc. | Georgia | 62-1619423 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Rio Grande Healthcare, L.P. | Delaware | 62-1656022 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Columbia Riverside, Inc. | California | 62-1664328 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia Valley Healthcare System, L.P. | Delaware | 62-1669572 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbia/Alleghany Regional Hospital, Incorporated |
Virginia |
54-1761046 |
One Park Plaza | |||
Columbia/HCA John Randolph, Inc. | Virginia | 61-1272888 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbine Psychiatric Center, Inc. | Colorado | 84-1042212 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Columbus Cardiology, Inc. | Georgia | 58-1941109 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Conroe Hospital Corporation | Texas | 74-2467524 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dallas/Ft. Worth Physician, LLC | Delaware | 62-1769694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dauterive Hospital Corporation | Louisiana | 58-1741846 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Dublin Community Hospital, LLC | Georgia | 58-1431023 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Eastern Idaho Health Services, Inc. | Idaho | 82-0436622 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Edward White Hospital, Inc. | Florida | 59-3089836 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
El Paso Surgicenter, Inc. | Texas | 74-2361005 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Encino Hospital Corporation, Inc. | California | 95-4113862 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
EP Health, LLC | Delaware | 62-1769682 | One Park Plaza Nashville, TN 37203 | |||
Fairview Park GP, LLC | Delaware | 62-1815913 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Fairview Park, Limited Partnership | Georgia | 62-1817469 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Frankfort Hospital, Inc. | Kentucky | 61-0859329 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Galen Property, LLC | Virginia | 35-2260545 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Good Samaritan Hospital, L.P. | Delaware | 62-1763090 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Goppert-Trinity Family Care, LLC | Delaware | 76-0726651 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
GPCH-GP, Inc. | Delaware | 64-0805500 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Grand Strand Regional Medical Center, LLC | Delaware | 62-1768105 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Green Oaks Hospital Subsidiary, L.P. | Texas | 62-1797829 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Greenview Hospital, Inc. | Kentucky | 61-0724492 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA — HealthONE LLC | Colorado | 84-1321373 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA — IT&S Field Operations, Inc. | Delaware | 06-1795732 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA — IT&S Inventory Management, Inc. | Delaware | 06-1796286 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Central Group, Inc. | Tennessee | 02-0762180 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Florida, Inc. | Florida | 62-1113740 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Louisiana, Inc. | Louisiana | 62-1113736 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Oklahoma, Inc. | Oklahoma | 62-1106156 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Tennessee, Inc. | Tennessee | 62-1113737 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Health Services of Virginia, Inc. | Virginia | 62-1113733 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
HCA Management Services, L.P. | Delaware | 62-1778108 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HCA Realty, Inc. | Tennessee | 06-1106160 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HD&S Corp. Successor, Inc. | Florida | 62-1657694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Health Midwest Office Facilities Corporation | Missouri | 43-1175071 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Health Midwest Ventures Group, Inc. | Missouri | 43-1315348 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hendersonville Hospital Corporation | Tennessee | 62-1321255 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hospital Corporation of Tennessee | Tennessee | 62-1124446 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hospital Corporation of Utah | Utah | 87-0322019 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Hospital Development Properties, Inc. | Delaware | 62-1321246 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HPG Enterprises, LLC | Delaware | 62-1778113 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Holdco, LLC | Delaware | 62-1839825 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Systems, LLC | Delaware | 62-1804834 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HSS Virginia, L.P. | Virginia | 62-1848294 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HTI Memorial Hospital Corporation | Tennessee | 62-1560757 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
HTI MOB, LLC | Delaware | 62-1824860 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Integrated Regional Lab, LLC | Florida | 36-4576441 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Integrated Regional Laboratories, LLP | Delaware | 62-1687140 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
JFK Medical Center Limited Partnership | Delaware | 62-1694180 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
KPH-Consolidation, Inc. | Texas | 62-1619857 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lakeland Medical Center, LLC | Delaware | 62-1762603 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lakeview Medical Center, LLC | Delaware | 62-1762416 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Largo Medical Center, Inc. | Florida | 62-1026428 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Las Vegas Surgicare, Inc. | Nevada | 75-1890731 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lawnwood Medical Center, Inc. | Florida | 59-1764486 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Hospital, Incorporated | Virginia | 54-0218835 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Medical Center, LLC | Delaware | 62-1760148 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lewis-Gale Physicians, LLC | Virginia | 06-1755234 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Lone Peak Hospital, Inc. | Utah | 25-1925376 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Los Robles Regional Medical Center | California | 95-2321136 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Management Services Holdings, Inc. | Delaware | 62-1874287 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Marietta Surgical Center, Inc. | Georgia | 58-1539547 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Marion Community Hospital, Inc. | Florida | 59-1479652 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
MCA Investment Company | California | 33-0539836 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Medical Centers of Oklahoma, LLC | Delaware | 62-1771846 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Medical Office Buildings of Kansas, LLC | Delaware | 62-1789791 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Memorial Healthcare Group, Inc. | Florida | 59-3283127 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — ACH, LLC | Delaware | 48-1301811 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — LRHC, LLC | Delaware | 48-1301817 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — LSH, LLC | Delaware | 45-0503141 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — MCI, LLC | Delaware | 45-0503127 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — MMC, LLC | Delaware | 48-1301826 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — OPRMC, LLC | Delaware | 45-0503116 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — PFC, LLC | Delaware | 48-1302330 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RBH, LLC | Missouri | 20-0851062 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RMC, LLC | Delaware | 54-2092552 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Division — RPC, LLC | Delaware | 48-1301829 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Midwest Holdings, Inc. | Delaware | 11-3676736 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Montgomery Regional Hospital, Inc. | Virginia | 54-0889154 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Mountain View Hospital, Inc. | Utah | 87-0333048 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Nashville Shared Services General Partnership | Delaware | 62-1841237 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
National Patient Account Services, Inc. | Texas | 62-1645596 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
New Port Richey Hospital, Inc. | Florida | 59-2047041 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
New Rose Holding Company, Inc. | Colorado | 62-1617432 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
North Florida Immediate Care Center, Inc. | Florida | 58-2075775 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
North Florida Regional Medical Center, Inc. | Florida | 61-1269294 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northern Utah Healthcare Corporation | Utah | 62-1650573 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northern Virginia Community Hospital, LLC | Virginia | 04-3665595 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Northlake Medical Center, LLC | Georgia | 58-2433434 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Notami Hospitals of Louisiana, Inc. | Louisiana | 95-4176923 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Notami Hospitals, LLC | Delaware | 62-1761993 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Okaloosa Hospital, Inc. | Florida | 59-1836808 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Okeechobee Hospital, Inc. | Florida | 59-1833934 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Outpatient Cardiovascular Center of Central Florida, LLC |
Delaware |
52-2448149 |
One Park Plaza | |||
Palms West Hospital Limited Partnership | Delaware | 62-1694178 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Palmyra Park Hospital, LLC | Georgia | 58-1091107 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Parallon Business Solutions, LLC | Tennessee | 90-0734008 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Parallon Credentialing Solutions, LLC | Tennessee | 30-0705195 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Parallon Employer, LLC | Tennessee | 30-0705198 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Parallon Health Information Solutions, LLC | Tennessee | 61-1664600 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Parallon Holdings, LLC | Delaware | 62-1839825 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Parallon Payroll Solutions, LLC | Tennessee | 36-4713969 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Parallon Physician Services, LLC | Tennessee | 35-2426398 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Parallon Workforce Management Solutions, LLC | Tennessee | 38-3856554 | One Park Plaza, Nashville, TN 37203 (615) 344-9551 | |||
Pasadena Bayshore Hospital, Inc. | Texas | 74-1616679 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Plantation General Hospital, L.P. | Delaware | 62-1372389 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Pulaski Community Hospital, Inc. | Virginia | 54-0941129 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Redmond Park Hospital, LLC | Georgia | 58-1123037 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Redmond Physician Practice Company | Georgia | 62-1662134 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Reston Hospital Center, LLC | Delaware | 62-1777534 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Retreat Hospital, LLC | Virginia | 61-1272890 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Rio Grande Regional Hospital, Inc. | Texas | 61-1276564 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Riverside Healthcare System, L.P. | California | 33-0751869 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Riverside Hospital, Inc. | Delaware | 74-2600687 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Samaritan, LLC | Delaware | 62-1762605 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose Healthcare System, LP | Delaware | 77-0498674 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose Hospital, L.P. | Delaware | 62-1763091 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
San Jose Medical Center, LLC | Delaware | 62-1762609 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
San Jose, LLC | Delaware | 62-1756992 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sarasota Doctors Hospital, Inc. | Florida | 61-1258724 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
SJMC, LLC | Delaware | 62-1762613 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Southern Hills Medical Center, LLC | Nevada | 74-3048428 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spalding Rehabilitation L.L.C | Delaware | 84-1321505 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spotsylvania Medical Center, Inc. | Virginia | 06-1760818 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spring Branch Medical Center, Inc. | Texas | 61-1261492 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Spring Hill Hospital, Inc. | Tennessee | 84-1706716 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sun City Hospital, Inc. | Florida | 59-2822337 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Sunrise Mountainview Hospital, Inc. | Nevada | 62-1600397 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Brandon, Inc. | Florida | 58-1819994 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Florida, Inc. | Florida | 95-3947578 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Houston Women’s, Inc. | Texas | 72-1563673 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Manatee, Inc. | Florida | 75-2364410 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of New Port Richey, Inc. | Florida | 75-2243308 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Surgicare of Palms West, LLC | Florida | 20-1008436 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
Surgicare of Riverside, LLC | California | 26-0047096 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Tallahassee Medical Center, Inc. | Florida | 62-1091430 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
TCMC Madison-Portland, Inc. | Tennessee | 76-0811731 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Hospital GP, Inc. | Delaware | 62-1861156 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Hospital Holdings, Inc. | Delaware | 62-1861158 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute MOB, L.P. | Indiana | 76-0775694 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Terre Haute Regional Hospital, L.P. | Delaware | 35-1461805 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
The Regional Health System of Acadiana, LLC | Louisiana | 58-1741727 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Timpanogos Regional Medical Services, Inc. | Utah | 62-1831495 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Trident Medical Center, LLC | Delaware | 62-1768106 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Utah Medco, LLC | Delaware | 62-1769672 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
VH Holdco, Inc. | Nevada | 62-1749073 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
VH Holdings, Inc. | Nevada | 62-1720399 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Virginia Psychiatric Company, Inc. | Virginia | 62-1410313 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
W & C Hospital, Inc. | Texas | 61-1259838 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Walterboro Community Hospital, Inc. | South Carolina | 57-0712623 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Wesley Medical Center, LLC | Delaware | 62-1762545 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
Exact Name of Registrant Guarantor as | State or Other | I.R.S. Employer | Address, Including Zip Code, and | |||
West Florida Regional Medical Center, Inc. | Florida | 59-1525468 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
West Valley Medical Center, Inc. | Idaho | 36-3525049 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Western Plains Capital, Inc. | Nevada | 62-1727347 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
WHMC, Inc. | Texas | 61-1261485 | One Park Plaza Nashville, TN 37203 (615) 344-9551 | |||
Woman’s Hospital of Texas, Incorporated | Texas | 74-1991424 | One Park Plaza Nashville, TN 37203 (615) 344-9551 |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (Registration No. 333-175791) is being filed solely for the purposes of amending certain signature pages of Post-Effective Amendment No. 1. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, the base prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution. |
The following is a statement of the expenses (all of which are estimated) to be incurred by the Registrant in connection with a distribution of securities registered under this registration statement:
| Amount to be paid | ||||
SEC registration fee | $ | * | ||
Legal fees and expenses | * | * | ||
Accounting fees and expenses | * | * | ||
Printing fees | * | * | ||
Rating agency fees | * | * | ||
Trustee’s fees and expenses | * | * | ||
Miscellaneous | * | * | ||
|
| |||
Total | $ | * | ||
|
| |||
| * | The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
| ** | The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities. |
| Item 15. | Indemnification of Directors and Officers. |
California Registrants
(a) Columbia ASC Management, L.P. and Riverside Healthcare System, L.P. are registered under the laws of California.
The partnership agreements of Columbia ASC Management, L.P. and Riverside Healthcare System, L.P. provide that the limited partner shall indemnify and hold harmless the general partner; its partners, managers, employees, agents and representatives; and the officers, directors, employees, agents and representatives of its partners to the fullest extent permitted by the California Limited Partnership Act and the California Revised Partnership Act. Neither of these acts, however, addresses indemnification.
Section 15904.06 (Operative January 1, 2008) of the 2008 California Revised Limited Partnership Act addresses the rights of a general partner with respect to its management and conduct of partnership activities. The 2008 California Revised Limited Partnership Act provides that a limited partnership shall reimburse a general partner for payments made, and indemnify a general partner for liabilities incurred by, the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(b) Columbia Riverside, Inc., Encino Hospital Corporation, Inc., Los Robles Regional Medical Center and MCA Investment Company are incorporated under the laws of California.
Section 317 of the California General Corporation Law sets forth the provisions pertaining to the indemnification of corporate “agents.” For purposes of this law, an agent is any person who is or was a director, officer, employee or other agent of a corporation, or is or was serving at the request of the corporation in such capacity with respect to any other corporation, partnership, join venture, trust or other enterprise. Indemnification for expenses, including amounts paid on settling or otherwise disposing of a threatened or pending action or defending against the same, can be made in certain circumstances by action of the company through:
| • | a majority vote of a quorum of the corporation’s Board of Directors consisting of directors who are not party to the proceedings; |
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| • | approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or |
| • | such court in which the proceeding is or was pending upon application by designated parties. |
Under certain circumstances, an agent can be indemnified, even when found liable. Indemnification is mandatory where the agent’s defense is successful on the merits. The law allows a corporation to make advances of expenses for certain actions upon the receipt of an undertaking that the agent will reimburse the corporation if the agent is found liable. The indemnification provided by Section 317 for acts while serving as a director or officer of the corporation, but not involving breach of duty to the corporation and its shareholders, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw to the extent authorized by the corporation’s articles of incorporation.
The bylaws of each of the California registrants in this section (b) provide, in relevant part, that each of the Registrants will indemnify its respective officers and directors, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements such officers and directors may be required to pay in any action, suit or proceeding which they are or may be made a party by reason of their position as a director, officer or other agent of such Registrant, and otherwise to the full extent permitted under California law and our bylaws for any action taken on behalf of the corporation that does not involve gross negligence or willful misconduct.
(c) Surgicare of Riverside, LLC is registered under the laws of California.
Under Section 17155 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.
The limited liability company agreement of Surgicare of Riverside, LLC states that the company shall indemnify its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Colorado Registrants
(a) Colorado Health Systems, Inc., Columbine Psychiatric Center, Inc. and New Rose Holding Company, Inc. are incorporated under the laws of Colorado.
Sections 7-109-102 through 7-109-110 of the Colorado Business Corporation Act (the “Act”) grant each corporation organized thereunder broad powers to indemnify any person in connection with legal proceedings
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brought against him by reason of his present or past status as an officer or director of the corporation, provided with respect to conduct in an official capacity with the corporation, the person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, with respect to all other conduct, the person believed the conduct to be at least not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his conduct was unlawful. Indemnification is limited to reasonable expenses incurred in connection with the proceeding. No indemnification may be made (i) in connection with a proceeding by or in the right of the corporation in which the person was adjudged liable to the corporation; or (ii) in connection with any other proceedings charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the person was judged liable on the basis that he derived an improper personal benefit, unless and only to the extent the court in which such action was brought or another court of competent jurisdiction determines upon application that, despite such adjudication, but in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the corporation is required by the Act to indemnify him against reasonable expenses.
The bylaws of these Colorado corporations state that the corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) HCA-HealthONE LLC is registered under the laws of Colorado.
Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary course of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.
The operating agreement of HCA-HealthONE LLC indemnifies its officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification shall not be exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or managers.
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Delaware Registrants
(a) HCA Holdings, Inc., HCA Inc., American Medicorp Development Co., GPCH-GP, Inc., HCA — IT&S Field Operations, Inc., HCA — IT&S Inventory Management, Inc., Hospital Development Properties, Inc., Management Services Holdings, Inc., Midwest Holdings, Inc., Riverside Hospital, Inc., Terre Haute Hospital GP, Inc. and Terre Haute Hospital Holdings, Inc. are incorporated under the laws of Delaware.
Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL grants each corporation organized thereunder the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.
HCA Holdings, Inc.’s and HCA Inc.’s amended and restated bylaws indemnify their respective directors and officers to the full extent of the DGCL and also allow their Board of Directors to indemnify all other employees. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
HCA Holdings, Inc. maintains a directors’ and officers’ insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses HCA Holdings, Inc. for those losses for which HCA Holdings, Inc. have lawfully indemnified the directors and officers. The policy contains various exclusions that are normal and customary for policies of this type.
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HCA Holdings, Inc.’s employment agreements with certain of its officers provide indemnification for such officers, who, at HCA Holdings, Inc.’s request, may also serve on the board of directors of HCA Holdings, Inc.’s affiliates, including HCA Inc. HCA Holdings, Inc. has also agreed to indemnify certain of its officers for adverse tax consequences they may suffer pursuant to their employment agreements.
On November 1, 2009, HCA Inc. entered into an indemnification priority and information sharing agreement with the Sponsors and certain of its affiliated funds, which agreement was assumed by HCA Holdings, Inc. in the Corporate Reorganization, to clarify the priority of advancement and indemnification obligations among us and any of our directors appointed by the Sponsors and other related matters.
(b) Nashville Shared Services General Partnership is a general partnership under the laws of Delaware and Integrated Regional Laboratories, LLP is registered under the laws of Delaware.
Section 15-110 of the Delaware Revised Uniform Partnership Act provides that subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
The Nashville Shared Services General Partnership partnership agreement states that indemnification is controlled by the Delaware Revised Uniform Partnership Act. The partnership agreement of Integrated Regional Laboratories, LLP indemnifies its officers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer may be entitled as a matter of law and shall extend and apply to the estates of deceased officers.
(c) Centerpoint Medical Center of Independence, LLC, Dallas/Ft. Worth Physician, LLC, EP Health, LLC, Fairview Park GP, LLC, Goppert-Trinity Family Care, LLC, Grand Strand Regional Medical Center, LLC, HPG Enterprises, LLC, HSS Holdco, LLC, HSS Systems, LLC, HTI MOB, LLC, Lakeland Medical Center, LLC, Lakeview Medical Center, LLC, Lewis-Gale Medical Center, LLC, Medical Centers of Oklahoma, LLC, Medical Office Buildings of Kansas, LLC, Midwest Division — ACH, LLC, Midwest Division — LRHC, LLC, Midwest Division — LSH, LLC, Midwest Division — MCI, LLC, Midwest Division — MMC, LLC, Midwest Division — OPRMC, LLC, Midwest Division — PFC, LLC, Midwest Division — RMC, LLC, Midwest Division — RPC, LLC, Notami Hospitals, LLC, Outpatient Cardiovascular Center of Central Florida, LLC, Parallon Holdings, LLC, Reston Hospital Center, LLC, Samaritan, LLC, San Jose Medical Center, LLC, San Jose, LLC, SJMC, LLC, Spalding Rehabilitation L.L.C., Trident Medical Center, LLC, Utah Medco, LLC and Wesley Medical Center, LLC are registered under the laws of Delaware.
Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.
The operating agreement of HTI MOB, LLC indemnifies the officers and managers to the full extent of the law. The operating agreements of the remainder of the Delaware limited liability company registrants indemnify
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their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
(d) CHCA Bayshore, L.P., CHCA Conroe, L.P., CHCA Mainland, L.P., CHCA West Houston, L.P., CHCA Woman’s Hospital, L.P., Columbia Rio Grande Healthcare, L.P., Columbia Valley Healthcare System, L.P., Good Samaritan Hospital, L.P., HCA Management Services, L.P., JFK Medical Center Limited Partnership, Palms West Hospital Limited Partnership, Plantation General Hospital, L.P., San Jose Healthcare System, LP, Terre Haute Regional Hospital, L.P. and San Jose Hospital, L.P. are registered under the laws of Delaware.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) permits a limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
The Columbia Valley Healthcare System, L.P. partnership agreement allows the partnership to indemnify the general partners for everything but willful misconduct or gross negligence. The other Delaware limited partnership registrants allow for indemnification to the fullest extent under the DRULPA.
Florida Registrants
(a) Bay Hospital, Inc., Central Florida Regional Hospital, Inc., Columbia Jacksonville Healthcare System, Inc., Edward White Hospital, Inc., HCA Health Services of Florida, Inc., HD&S Corp. Successor, Inc., Largo Medical Center, Inc., Lawnwood Medical Center, Inc., Marion Community Hospital, Inc., Memorial Healthcare Group, Inc., New Port Richey Hospital, Inc., North Florida Immediate Care Center, Inc., North Florida Regional Medical Center, Inc., Okaloosa Hospital, Inc., Okeechobee Hospital, Inc., Sarasota Doctors Hospital, Inc., Sun City Hospital, Inc., Surgicare of Brandon, Inc., Surgicare of Florida, Inc., Surgicare of Manatee, Inc., Surgicare of New Port Richey, Inc., Tallahassee Medical Center, Inc. and West Florida Regional Medical Center, Inc. are incorporated under the laws of Florida.
Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders; or (e) recklessness or an act or omission in bad faith or with malicious purpose of with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.
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Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.
The Florida Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.
The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit; (iii) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of directors for improper distributions) are applicable.
The bylaws of all the Florida corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Integrated Regional Lab, LLC and Surgicare of Palms West, LLC are registered under the laws of Florida.
Section 608.4229 of the Florida Limited Liability Company Act indemnifies members, managers, managing members, officers, employees, and agents subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement. A limited liability company may, and has the power to, but is not required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding the foregoing, indemnification or advancement of expenses should not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following: (i) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (ii) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (iii) in the case of a manager or managing member, a circumstance under which the liability provisions of
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section 608.426 are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.
The operating agreements of both of the Florida limited liability company registrants indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
Georgia Registrants
(a) Columbia Polk General Hospital, Inc., Columbus Cardiology, Inc., Marietta Surgical Center, Inc., and Redmond Physician Practice Company are incorporated under the laws of Georgia.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation’s articles of incorporation may include a provision that eliminates or limits the liability of directors for monetary damages to a corporation or its shareholders for any action taken, or failure to take any action, as a director. The section does not, however, authorize a corporation to eliminate or limit the liability of a director for appropriating, in violation of his or her duties, any business opportunity of the corporation, for acts or omissions which involve intentional misconduct or a knowing violation of law, for any transaction from which the director received an improper personal benefit, or authorizing a dividend, stock repurchase or redemption, distribution of assets or other distribution in violation of Section 14-2-640 of the Georgia Business Corporation Code if it is established that the director did not perform his or her duties in compliance with Section 14-2-832 of the Georgia Business Corporation Code, which sets forth general standards for directors. Section 14-2-202(b)(4) also does not eliminate or limit the right of a corporation or any shareholder to seek an injunction, a rescission or any other equitable (non-monetary) relief for any action taken or not taken by a director. In addition, Section 14-2-202(b)(4) applies only to claims against a director arising out of his or her role as a director and does not relieve a director from liability arising from his or her role as an officer or in any other capacity.
Sections 14-2-852 and 14-2-857 of the Georgia Business Corporation Code provide that any director or officer who is wholly successful in the defense of any proceeding to which he or she was a party because he or she was an officer or a director of the corporation is entitled to indemnification against reasonable expenses as of right. On the other hand, if the charges made in any action are sustained, the determination of whether the required standard of conduct has been met will be made, in accordance with the provisions of Georgia Business Corporation Code Section 14-2-855, by either the board of directors or a committee thereof, acting by disinterested members, by special legal counsel or by the shareholders, but shares owned by or voted under the control of directors seeking indemnification may not be voted.
The bylaws of each of the Georgia corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may
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apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Dublin Community Hospital, LLC, Northlake Medical Center, LLC, Palmyra Park Hospital, LLC and Redmond Park Hospital, LLC are registered under the laws of Georgia.
Georgia law provides that a limited liability company may indemnify a member, manager or other person against liability incurred in connection with the limited liability company subject to any standards or restrictions set forth in the articles of organization or operating agreement. Unless the member or manager is aware of information which would cause any reliance to be unwarranted, he or she is entitled to rely upon information prepared or presented by other members, managers, committees and employees of the limited liability company and legal counsel, public accountants or other professionals or experts.
However, Georgia law does not permit indemnification if the member or manager has engaged in any intentional misconduct or a knowing violation of law or was involved in any transaction in which the member or manager received a personal benefit as a result of his or her breach of any provision in the operating agreement.
The operating agreements of each of the Georgia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the limited liability company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
(c) Fairview Park, Limited Partnership is registered under the laws of Georgia.
Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides that:
(a) Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person:
(1) For intentional misconduct or a knowing violation of law; or
(2) For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement.
(b) To the extent that, at law or in equity, a partner has duties including but not limited to fiduciary duties and liabilities relating thereto to a limited partnership or another partner:
(1) The partner’s duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and
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(2) The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of partners.
Fairview Park Limited Partnership’s Partnership Agreement allows the limited partnership to indemnify its general partner, members, managers, employees, agents and representatives to the full extent of the Georgia Revised Uniform Limited Partnership Act.
Idaho Registrants
(a) Eastern Idaho Health Services, Inc. and West Valley Medical Center, Inc. are incorporated under the laws of Idaho.
Under Title 30, Section 30-1-851 of the Idaho Code, a corporation’s directors and officers may be indemnified against certain liabilities which they may incur in their capacities as such. The material terms of the indemnification provisions are indemnification:
| • | with respect to civil, criminal, administrative or investigative proceedings brought because the defendant is or was serving as an officer, director, employee or agent of the company; |
| • | for judgments, fines and amounts paid in settlement reasonably incurred; |
| • | if the defendant acted in good faith and reasonably believed in the case of conduct in his official capacity that his conduct was in the best interests of the company, and in all other cases that his conduct was at least not opposed to the best interests of the company; and |
| • | if, with respect to a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. |
Attorneys’ fees are included in such indemnification to the extent the indemnified party is successful on the merits in defense of the proceeding. If the foregoing criteria are met, indemnification also applies to a suit threatened or pending by the company against the officer, director, employee or agent with respect to attorneys’ fees unless there is negligence on the part of the indemnified party. Indemnification is made only upon a determination by the company that it is proper under the circumstances because the applicable standard is met.
Generally, expenses for defense may be paid in advance of final disposition of the proceeding if the indemnified party provides a written affirmation of his good faith belief that he has met the relevant standard of conduct under the Idaho Code and further provides a written undertaking to repay such amounts if it is determined that the applicable standard has not been met.
The bylaws of both of the Idaho corporations indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
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Illinois Registrant
(a) Columbia LaGrange Hospital, Inc. is incorporated under the laws of Illinois.
Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), provides for a limitation of director liability. Under Section 8.75 of the IBCA, directors and officers may be indemnified by a corporation against all expenses incurred in connection with actions (including, under certain circumstances, derivative actions) brought against such director or officer by reason of his or her status as our representative, or by reason of the fact that such director or officer serves or served as a representative of another entity at our request, so long as the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests.
The bylaws of Columbia La Grange Hospital, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Indiana Registrant
(a) Terre Haute MOB, L.P. is registered under the laws of Indiana.
Title 23, Article 16, Chapter 2 of the Indiana Code provides that a domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner or officer of the partnership against liability incurred in the action if:
(1) the person’s conduct was in good faith; and
(2) the person reasonably believed:
(A) in the case of conduct in the person’s capacity as a partner, that the person’s conduct was in the best interests of the partnership; and
(B) in all other cases that the person’s conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and
(3) in the case of any criminal action, the person either:
(A) had reasonable cause to believe the person’s conduct was lawful; or
(B) had no reasonable cause to believe the person’s conduct was unlawful.
The indemnification provided for above does not exclude any other rights to indemnification that a partner or officer of the limited partnership may have under the partnership agreement or with the written consent of all partners.
The general partners of Terre Haute MOB, L.P. are indemnified by the partnership pursuant to the partnership agreement for all actions relating to their performance or nonperformance on behalf of the partnership.
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Kentucky Registrants
(a) Frankfort Hospital, Inc. and Greenview Hospital, Inc. are incorporated under the laws of Kentucky.
Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act provides that, subject to restrictions contained in the statute, a corporation may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director or officer of the corporation. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith. Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written affirmation by the director of his good faith belief that he has met the applicable standard of conduct required, a written undertaking by or on behalf of the director to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. The indemnification provided by statute shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, which shall inure to the benefit of the heirs, executors and administrators of such a person. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.
The bylaws of Frankfort Hospital, Inc. and Greenview Hospital, Inc. indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Louisiana Registrants
(a) Dauterive Hospital Corporation, HCA Health Services of Louisiana, Inc. and Notami Hospitals of Louisiana, Inc. are incorporated under the laws of Louisiana.
Section 83 of the Louisiana Business Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or officer of the corporation. The indemnity may include expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in any defense of any
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action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or director actually incurred. Section 83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors.
The bylaws of each of the Louisiana corporations indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) The Regional Health System of Acadiana, LLC is registered under the laws of Louisiana.
Section 315 of the Louisiana Limited Liability Company Act permits a limited liability company, in its articles of organization or in a written operating agreement, to eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers, for monetary damages for breach of any duty of diligence, care, judgment or skill. Notwithstanding the foregoing, the liability of a member or manager shall not be limited or eliminated for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.
The operating agreement of The Regional Health System of Acadiana, LLC indemnifies the officers and managers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification shall not be exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or managers.
Mississippi Registrant
(a) Brookwood Medical Center of Gulfport, Inc. is incorporated under the laws of Mississippi.
Article 8, Subarticle E of the Mississippi Business Corporation Act (“MBCA”) permits Mississippi corporations to indemnify officers and directors. MBCA Section 79-4-2.02(b)(5) permits the corporation to include an obligatory indemnification for directors in its Articles of Incorporation for all acts other than:
(i) distributions made in excess of standards established by Mississippi law or in the corporation’s articles of incorporation, for which Section 79-4-8.33 imposes personal liability on directors to the corporation; and
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(ii) circumstances where, in his performance as a director, a director has received a financial benefit to which he is not entitled, he intentionally inflicts harm on the corporation or its stockholders or he intentionally violates any criminal law. The law further permits us to advance all expenses for defense of a director in any lawsuit brought against a director in his capacity as a director. The MBCA specifically provides in Section 79-4-8.53 that such advances are allowed by Mississippi law. Such advances may be made under the MBCA only after a determination that the director met all relevant standards of conduct.
Section 79-4-8.56 of the MBCA permits a Mississippi corporation to indemnify any officer to the same extent as to a director. Indemnification of officers and directors against reasonable expenses is mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or director is successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification.
The bylaws of Brookwood Medical Center of Gulfport, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Missouri Registrants
(a) Health Midwest Office Facilities Corporation and Health Midwest Ventures Group, Inc. are incorporated under the laws of Missouri.
Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director or officer of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.
Section 351.355(2) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys’ fees) and settlement amounts actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that he may not be indemnified in respect of any matter in which he has been adjudged liable for negligence or misconduct in the performance of his duty to the corporation, unless authorized by the court.
Section 351.355(3) provides that a corporation shall indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding if he has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him under Section 351.355(1) or (2).
Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or
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any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The bylaws of both Health Midwest Office Facilities Corporation and Health Midwest Ventures Group, Inc. indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Midwest Division — RBH, LLC is registered under the laws of Missouri.
The operating agreement of Midwest Division — RBH, LLC indemnifies its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
The Missouri Limited Liability Company Act is silent with respect to the limits of a limited liability company’s ability to provide for the indemnification of its officers and managers in its operating agreement.
However, Section 347.081(2) states that it is the policy of the Missouri Limited Liability Company Act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
Nevada Registrants
(a) Las Vegas Surgicare, Inc., Sunrise Mountainview Hospital, Inc., VH Holdco, Inc., VH Holdings, Inc. and Western Plains Capital, Inc. are incorporated under the laws of Nevada.
Chapter 78 of the Nevada Revised Statutes (“NRS”) allows directors and officers to be indemnified against liabilities they may incur while serving in such capacities. Under the applicable statutory provisions, the corporation may indemnify its directors or officers who were or are a party or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were directors or officers of the corporation, or are or were serving at the request of the corporation as directors or officers of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in
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settlement, actually and reasonably incurred by them in connection with the action, suit, or proceeding, unless it is ultimately determined by a court of competent jurisdiction that they breached their fiduciary duties by intentional misconduct, fraud, or a knowing violation of law or did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, the applicable statutory provisions mandate that the corporation indemnify its directors and officers who have been successful on the merits or otherwise in defense of any action, suit, or proceeding against expenses, including attorneys’ fees, actually and reasonably incurred by them in connection with the defense. The corporation will advance expenses incurred by directors or officers in defending any such action, suit, or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the corporation.
The bylaws of all the Nevada corporate registrants indemnify their officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Southern Hills Medical Center, LLC is registered under the laws of Nevada.
Section 86.411 of the NRS permits a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except an action by or in the right of the limited liability company), by reason of being or having been a manager or member of the limited liability company. As with corporations, indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified. Section 86.421 of the NRS permits a limited liability company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the limited liability company to procure a judgment in its favor by reason of being or having been a manager or member of the limited liability company except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the limited liability company or for amounts paid in settlement to the limited liability company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In either case, however, to be entitled to indemnification, the person to be indemnified must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 86.431 of the NRS also provides that to the extent a manager or member of a limited liability company has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the limited liability company against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.
Section 86.441 of the NRS permits a limited liability company, in its articles of organization, operating agreement or other agreement, to provide for the payment of expenses incurred by members or managers in
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defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.
Section 86.461 of the NRS permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of the limited liability company’s managers or members for any liability and expenses incurred by them in their capacities as managers or members or arising out of their status as such, whether or not the limited liability company has the authority to indemnify him, her or them against such liability and expenses.
The operating agreement of Southern Hills Medical Center, LLC indemnifies its officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
Oklahoma Registrant
(a) HCA Health Services of Oklahoma, Inc. is incorporated under the laws of Oklahoma.
Section 1031 of the Oklahoma General Corporation Act provides that an Oklahoma corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was illegal. An Oklahoma corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.
The bylaws of HCA Health Services of Oklahoma, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or
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judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
South Carolina Registrant
(a) Walterboro Community Hospital, Inc. is incorporated under the laws of South Carolina.
Under Section 33 of the South Carolina Code of Laws, a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
The bylaws of Walterboro Community Hospital, Inc. indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Tennessee Registrants
(a) Central Tennessee Hospital Corporation, HCA Central Group, Inc., HCA Health Services of Tennessee, Inc., HCA Realty, Inc., Hendersonville Hospital Corporation, Hospital Corporation of Tennessee, HTI Memorial Hospital Corporation, Spring Hill Hospital, Inc. and TCMC Madison-Portland, Inc. are incorporated under the laws of Tennessee.
The Tennessee Business Corporation Act (“TBCA”) sets forth in Sections 48-18-502 through 48-18-508 the circumstances governing the indemnification of directors and officers of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set
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forth above was met. Officers who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.
The bylaws of each of the Tennessee corporations indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Parallon Business Solutions, LLC, Parallon Credentialing Solutions, LLC, Parallon Employer, LLC, Parallon Health Information Solutions, LLC, Parallon Payroll Solutions, LLC, Parallon Physician Services, LLC and Parallon Workforce Management Solutions, LLC (together, “the Tennessee LLCs”) are registered under the laws of Tennessee.
The Tennessee Limited Liability Company Act (“TLLCA”) sets forth in Sections 48-249-115(b) through 48-249-115(i) the circumstances governing the indemnification of directors, members, managers, officers, employees and agents of a an LLC against liability incurred in the course of their official capacities. Section 48-249-115(b) of the TLLCA provides that an LLC may indemnify any director (for a director-managed LLC), manager (for a manager-managed LLC), or member (for a member-managed LLC) (including when such person is serving at the LLC’s request as a director, manager, officer, partner, trustee, employee or agent of another entity) against liability incurred in connection with a proceeding if (i) the person acted in good faith, (ii) the person reasonably believed, in the case of conduct in his or her official capacity with the LLC, that such conduct was in the LLC’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the LLC and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the LLC, however, the TLLCA provides that no indemnification may be made if the person is adjudged to be liable to the corporation. Similarly, the TLLCCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a person, if such person is adjudged liable on the basis that a personal benefit was improperly received. In cases where the person is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-249-115 of the TLLCA mandates that the LLC indemnify the person against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-249-115 of the TLLCA provides that a court of competent jurisdiction, upon application, may order that a responsible person be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers, employees, and agents who are not responsible persons are entitled, through the provisions of Section 48-249-115 of the TLLCA to the same degree of indemnification afforded to responsible persons under Section 48-249-115.
The operating agreements of the Tennessee LLCs indemnify their officers and directors against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification
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shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or directors.
Texas Registrants
(a) Columbia Medical Center of Las Colinas, Inc., Conroe Hospital Corporation, El Paso Surgicenter, Inc., KPH-Consolidation, Inc., National Patient Account Services, Inc., Pasadena Bayshore Hospital, Inc., Rio Grande Regional Hospital, Inc., Spring Branch Medical Center, Inc., Surgicare of Houston Women’s, Inc., W & C Hospital, Inc., WHMC, Inc. and Woman’s Hospital of Texas, Incorporated are incorporated under the laws of Texas.
Under Article 2.02-1 of the Texas Business Corporation Act (the “TX BCA”), a company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director or officer against judgment, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the person in connection with the proceeding if it is determined that the person seeking indemnification acted in good faith, reasonably believed that his or her conduct was in or at least not opposed to our best interests and, in the case of a criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful.
A company is required by Article 2.02-1 of the TX BCA to indemnify a director or officer against reasonable expenses (including court costs and attorneys’ fees) incurred by the director or officer in connection with a proceeding in which the director or officer is a named defendant or respondent because the director or officer is or was in that position if the director or officer has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TX BCA prohibits a company from indemnifying a director or officer in respect of a proceeding in which the person is found liable to the company or on the basis that a personal benefit was improperly received by him or her, other than for reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding; provided, that the TX BCA further prohibits a company from indemnifying a director or officer in respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duties.
Under Article 2.02-1(J) of the TX BCA, a court of competent jurisdiction may order a company to indemnify a director or officer if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the director or officer is found liable to the company or is found liable on the basis that a personal benefit was improperly received by him or her, the indemnification will be limited to reasonable expenses (including court costs and attorneys’ fees) actually incurred by him or her in connection with the proceeding.
The bylaws of each of the Texas corporations indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
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(b) Columbia Medical Center of Arlington Subsidiary, L.P., Columbia Medical Center of Denton Subsidiary, L.P., Columbia Medical Center of Lewisville Subsidiary, L.P., Columbia Medical Center of McKinney Subsidiary, L.P., Columbia Medical Center of Plano Subsidiary, L.P., Columbia North Hills Hospital Subsidiary, L.P., Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. and Green Oaks Hospital Subsidiary, L.P. are registered under the laws of Texas.
Article 11 of the Texas Revised Limited Partnership Act (“TRLPA”) provides for the indemnification of a general partner or limited partner by the limited partnership under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been a general partner or limited partner. Under the TRLPA, a limited partnership may purchase insurance on behalf of a general partner or limited partner against any liability incurred regardless of whether the person could be indemnified under the TLRPA.
The partnership agreement of each Texas limited partnership indemnifies the general partners to the fullest extent permitted under the TRLPA.
Utah Registrants
(a) Brigham City Community Hospital, Inc., Columbia Ogden Medical Center, Inc., Hospital Corporation of Utah, Mountain View Hospital, Inc., Northern Utah Healthcare Corporation, Lone Peak Hospital, Inc. and Timpanogos Regional Medical Services, Inc. are incorporated under the laws of Utah.
Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Director”), against any obligation incurred with respect to a Proceeding, including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the best interests of the corporation, and, in the case of any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that (i) pursuant to Subsection 902(5), indemnification under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding and (ii) pursuant to 902(4), the corporation may not indemnify an Indemnifiable Director in connection with a Proceeding by or in the right of the corporation in which the Indemnifiable Director was adjudged liable to the corporation, or in connection with any other Proceeding charging that the Indemnifiable Director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which Proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.
Section 16-10a-907 of the Revised Act permits corporations to indemnify officers and advance expenses to the same extent as a director and in some cases to a greater extent than a director.
The bylaws of each of the Utah corporate registrants indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or
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judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Virginia Registrants
(a) Capital Division, Inc., Chippenham & Johnston-Willis Hospitals, Inc., Columbia/Alleghany Regional Hospital, Incorporated, Columbia/HCA John Randolph, Inc., HCA Health Services of Virginia, Inc., Lewis-Gale Hospital, Incorporated, Montgomery Regional Hospital, Inc., Pulaski Community Hospital, Inc., Spotsylvania Medical Center, Inc. and Virginia Psychiatric Company, Inc. are incorporated under the laws of Virginia.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. In addition, the Virginia Stock Corporation Act eliminates the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Virginia Stock Corporation Act are incorporated into this paragraph by reference.
The bylaws of each of the Virginia corporations indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the corporation or amounts paid in settlement to the corporation. Such indemnification also extends to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification is not exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
(b) Central Shared Services, LLC, Galen Property, LLC, Lewis-Gale Physicians, LLC, Northern Virginia Community Hospital, LLC and Retreat Hospital, LLC are registered under the laws of Virginia.
Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.
The operating agreements of each of the Virginia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.
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(c) HSS Virginia, L.P. is registered under the laws of Virginia
HSS Virginia, L.P. is governed by the Virginia Revised Uniform Limited Partnership Act. However, neither the partnership agreement nor the Virginia Revised Uniform Partnership Act specify the extent to which a limited partnership may indemnify its general partners.
West Virginia Registrant
(a) Columbia Parkersburg Healthcare System, LLC is registered under the laws of West Virginia.
Section 31B-4-403 of the West Virginia Uniform Limited Liability Company Act discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member which gives rise to an obligation of a limited liability company under the West Virginia statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.
The organizational documents of Columbia Parkersburg Healthcare System, LLC indemnify its managers and officers to the fullest extent of the West Virginia Uniform Limited Liability Company Act.
Certain Other Arrangements
HCA Holdings, Inc. maintains a directors’ and officers’ liability insurance policy that covers the directors and officers of each of the registrants in amounts that HCA Holdings, Inc. believes are customary in its industry, including for liabilities in connection with the registration, offering and sale of the notes.
| Item 16. | Exhibits |
Exhibit | Description | |
| 1.1* | Form of Underwriting Agreement | |
| 4.1* | Form of Indenture of HCA Holdings, Inc. with any trustee | |
| 4.2* | Form of Indenture of HCA Inc. with any trustee | |
| 4.3* | Form of Supplemental Indenture of HCA Holdings, Inc. | |
| 4.4* | Form of Supplemental Indenture of HCA Inc. | |
| 4.5* | Form of Debt Security (included in the Form of Supplemental Indenture of HCA Holdings, Inc. filed as Exhibit 4.3 to the Registration Statement) | |
| 4.6* | Form of Debt Security (included in the Form of Supplemental Indenture of HCA Inc. filed as Exhibit 4.4 to the Registration Statement) | |
| 5.1* | Opinion of Simpson Thacher & Bartlett LLP, as to the legality of the securities being registered | |
| 12.1* | Computation of Ratio of Earnings to Fixed Charges | |
| 23.1* | Consent of Simpson Thacher & Bartlett LLP (included in the opinion filed as Exhibit 5.1 to the Registration Statement) | |
| 23.2* | Consent of Ernst & Young LLP | |
| 24.1* | Powers of Attorney (included on signature page) | |
| 25.1* | Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of any trustee |
| * | Previously filed. |
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| Item 17. | Undertakings. |
Each undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the relevant trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| HCA Holdings, Inc. | ||||
| By: | /s/ R. Milton Johnson | |||
| Name: | R. Milton Johnson | |||
| Title: | President and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Richard M. Bracken | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 27, 2012 | ||
/s/ R. Milton Johnson R. Milton Johnson | President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | February 27, 2012 | ||
* John P. Connaughton | Director | February 27, 2012 | ||
* Kenneth W. Freeman | Director | February 27, 2012 | ||
* Thomas F. Frist III | Director | February 27, 2012 | ||
* William R. Frist | Director | February 27, 2012 | ||
* Christopher R. Gordon | Director | February 27, 2012 | ||
* Jay O. Light | Director | February 27, 2012 | ||
* Geoffrey G. Meyers | Director | February 27, 2012 | ||
* Michael W. Michelson | Director | February 27, 2012 | ||
* James C. Momtazee | Director | February 27, 2012 | ||
* Stephen G. Pagliuca | Director | February 27, 2012 | ||
Wayne J. Riley | Director | February 27, 2012 | ||
| *By: | /s/ R. Milton Johnson | |
R. Milton Johnson Attorney-in-fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| HCA INC. | ||||
| By: | /s/ R. Milton Johnson | |||
| Name: | R. Milton Johnson | |||
| Title: | President and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Richard M. Bracken | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 27, 2012 | ||
/s/ R. Milton Johnson R. Milton Johnson | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | February 27, 2012 | ||
* John P. Connaughton | Director | February 27, 2012 | ||
Kenneth W. Freeman | Director | February 27, 2012 | ||
* Thomas F. Frist III | Director | February 27, 2012 | ||
* William R. Frist | Director | February 27, 2012 | ||
* Christopher R. Gordon | Director | February 27, 2012 | ||
* Jay O. Light | Director | February 27, 2012 | ||
* Geoffrey G. Meyers | Director | February 27, 2012 | ||
* Michael W. Michelson | Director | February 27, 2012 | ||
* James C. Momtazee | Director | February 27, 2012 | ||
* Stephen G. Pagliuca | Director | February 27, 2012 | ||
Wayne J. Riley | Director | February 27, 2012 | ||
| *By: | /s/ R. Milton Johnson | |
R. Milton Johnson Attorney-in-fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
REGISTRANTS (as listed on the attached Schedule I of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnet | |||
| Title: | Senior Vice President and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule II of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael Cuffe Michael Cuffe | President (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) | February 27, 2012 | ||
* Steven E. Clifton | Senior Vice President and Director | February 27, 2012 | ||
/s/ William B. Rutherford William B. Rutherford | Senior Vice President and Director | February 27, 2012 | ||
* John M. Franck II | Vice President and Assistant Secretary | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule III of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule IV of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael Cuffe Michael Cuffe | President (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) | February 27, 2012 | ||
* Steven E. Clifton | Senior Vice President and Manager | February 27, 2012 | ||
/s/ William B. Rutherford William B. Rutherford | Senior Vice President and Manager | February 27, 2012 | ||
* John M. Franck II | Vice President and Assistant Secretary | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule V of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael P. O’Boyle Michael P. O’Boyle | President (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Manager | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule VI of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Gregary W. Beasley | President and Director | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President | February 27, 2012 | ||
* A. Bruce Moore, Jr. | Senior Vice President and Director | February 27, 2012 | ||
* John M. Franck II | Vice President and Assistant Secretary and Director | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule VII of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Gregary W. Beasley | President and Manager | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President | February 27, 2012 | ||
* A. Bruce Moore, Jr. | Senior Vice President and Manager | February 27, 2012 | ||
* John M. Franck II | Vice President and Assistant Secretary and Manager | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule VIII of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Noel B. Williams | President and Chief Information Officer (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Director | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| REGISTRANTS (as listed on the attached Schedule IX of Subsidiary Registrants) | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner Columbia North Texas Subsidiary GP, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner Columbia North Texas Subsidiary GP, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer of the general partner Columbia North Texas | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner Columbia North Texas Subsidiary GP, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner Columbia North Texas Subsidiary GP, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| CHCA Bayshore, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Pasadena Bayshore Hospital, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Pasadena Bayshore Hospital, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Pasadena Bayshore Hospital, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| CHCA Conroe, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Conroe Hospital Corporation | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Conroe Hospital Corporation | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Conroe Hospital Corporation | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Conroe Hospital Corporation | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Conroe Hospital Corporation | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| CHCA Mainland, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Danforth Hospital, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Danforth Hospital, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Danforth Hospital, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Danforth Hospital, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Danforth Hospital, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| CHCA West Houston, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of general partner, WHMC, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, WHMC, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, WHMC, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, WHMC, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, WHMC, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| CHCA Woman’s Hospital, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President of general partner, Woman’s Hospital of Texas, Incorporated | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Woman’s Hospital of Texas, Incorporated | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Woman’s Hospital of Texas, Incorporated | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| HPG Enterprises, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* R. Milton Johnson | President (Principal Executive Officer) | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Manager | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Columbia ASC Management, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President of general partner, Medical Care America, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Gregary W. Beasley | President and Manager (Principal Executive Officer) of the general partner, Medical Care America, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Medical Care America, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President (Principal Accounting Officer) of the general partner, Medical Care America, LLC | February 27, 2012 | ||
* A. Bruce Moore, Jr. | Senior Vice President and Manager of the general partner, Medical Care America, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President and Assistant Secretary and Manager of the general partner, Medical Care America, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Columbia Rio Grande Healthcare, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Rio Grande Regional Hospital, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director of the general partner, Rio Grande Regional | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer of the general partner, Rio Grande Regional | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Rio Grande Regional Hospital, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Rio Grande Regional Hospital, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Columbia Valley Healthcare System, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Brownsville-Valley Regional Medical Center, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director of the general partner, Brownsville-Valley | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Brownsville-Valley Regional Medical Center, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Brownsville-Valley Regional Medical Center, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Medical Center, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Fairview Park, Limited Partnership | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of general partner, Fairview Park GP, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, Fairview Park GP, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Fairview Park GP, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Fairview Park GP, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Fairview Park GP, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Good Samaritan Hospital, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of general partner, Samaritan, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, Samaritan, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Samaritan, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Samaritan, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Samaritan, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| HCA Management Services, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnet | |||
| Title: | Senior Vice President and Manager of general partner, HPG Enterprises, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* R. Milton Johnson | President (Principal Executive Officer) of the general partner, HPG Enterprises, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, HPG Enterprises, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of general partner, HPG Enterprises, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, HPG Enterprises, LLC | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Manager of the general partner, HPG Enterprises, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Nashville, State of Tennessee, on February 27, 2012.
| HTI MOB, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of managing member, Healthtrust, Inc. — The Hospital Company | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* David G. Anderson | President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) of the managing member, Healthtrust, Inc. —The Hospital Company | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Director of the managing member, Healthtrust, Inc. — The Hospital Company | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the managing member, Healthtrust, Inc. —The Hospital Company | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the managing member, Healthtrust, Inc. — The Hospital Company | February 27, 2012 | ||
* Steven E. Clifton | Vice President and Director of the managing member, Healthtrust, Inc. —The Hospital Company | February 27, 2012 | ||
* A. Bruce Moore, Jr. | Vice President and Director of the managing member, Healthtrust, Inc. —The Hospital Company | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| HSS Virginia, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner, HSS Holdco, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, HSS Holdco, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, HSS Holdco, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, HSS Holdco, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, HSS Holdco, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Integrated Regional Laboratories, LLP | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the managing partner, Integrated Regional Lab, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager of the managing partner, Integrated Regional | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the managing partner, Integrated Regional | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the managing partner, Integrated Regional Lab, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| JFK Medical Center Limited Partnership | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Nashville Shared Services General Partnership | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the managing partner, HSS Systems, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael P. O’Boyle Michael P. O’Boyle | President (Principal Executive Officer) of the managing partner, HSS Systems, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the managing partner, HSS Systems, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the managing partner, HSS Systems, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the managing partner, HSS Systems, LLC | February 27, 2012 | ||
* Samuel N. Hazen | Senior Vice President and Manager of the managing partner, HSS Systems, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Palms West Hospital Limited Partnership | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner, Columbia Palm Beach GP, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, Columbia Palm Beach GP, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Plantation General Hospital, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, HD&S Corp. Successor, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, HD&S Corp. Successor, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, HD&S Corp. Successor, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, HD&S Corp. Successor, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, HD&S Corp. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Riverside Healthcare System, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Columbia Riverside, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Columbia Riverside, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Columbia Riverside, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Columbia Riverside, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Columbia Riverside, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| San Jose Healthcare System, LP | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner, San Jose, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, San Jose, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, San Jose, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, San Jose, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, San Jose, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| San Jose Hospital, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the general partner, San Jose Medical Center, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the general partner, San Jose Medical Center, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, San Jose Medical Center, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the general partner, San Jose Medical Center, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the general partner, San Jose Medical Center, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Terre Haute MOB, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the managing general partner, HSS Holdco, LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Manager (Principal Executive Officer) of the managing general partner, HSS Holdco, LLC | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the managing general partner, HSS Holdco, LLC | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Accounting Officer) of the managing general partner, HSS Holdco, LLC | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Manager of the managing general partner, HSS Holdco, LLC | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Terre Haute Regional Hospital, L.P. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director of the general partner, Terre Haute Hospital GP, Inc. | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Samuel N. Hazen | President and Director (Principal Executive Officer) of the general partner, Terre Haute Hospital GP, Inc. | February 27, 2012 | ||
* David G. Anderson | Vice President and Treasurer (Principal Financial Officer) of the general partner, Terre Haute Hospital GP, Inc. | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) of the general partner, Terre Haute Hospital GP, Inc. | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director of the general partner, Terre Haute Hospital GP, Inc. | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2012.
| Western Plains Capital, Inc. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* David G. Anderson | President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Accounting Officer) | February 27, 2012 | ||
* John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
| *By: | /s/ Donald W. Stinnett | |
Donald W. Stinnett Attorney-in-fact | ||
II-61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| HCA-HealthONE LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Samuel N. Hazen Samuel N. Hazen | President and Manager (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Manager | February 27, 2012 | ||
II-62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Business Solutions, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
II-63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Credentialing Solutions, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
II-64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Employer, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
II-65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Health Information Solutions, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary and Director | February 27, 2012 | ||
II-66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Payroll Solutions, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director (Principal Executive Officer) | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director (Principal Financial Officer) | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President. Assistant Secretary and Director | February 27, 2012 | ||
II-67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Physician Services, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President. Assistant | February 27, 2012 | ||
II-68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Parallon Workforce Management Solutions, LLC | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Director | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael O’Boyle Michael O’Boyle | President and Director | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Director | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant | February 27, 2012 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on February 27, 2011.
| Spalding Rehabilitation L.L.C. | ||||
| By: | /s/ Donald W. Stinnett | |||
| Name: | Donald W. Stinnett | |||
| Title: | Senior Vice President and Manager of the managing member, HCA-HealthONE LLC | |||
SIGNATURES & POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John M. Franck II, David G. Anderson and Donald W. Stinnett, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Samuel N. Hazen Samuel N. Hazen | President and Manager | February 27, 2012 | ||
/s/ Donald W. Stinnett Donald W. Stinnett | Senior Vice President and Manager | February 27, 2012 | ||
/s/ David G. Anderson David G. Anderson | Vice President and Treasurer | February 27, 2012 | ||
/s/ John M. Franck II John M. Franck II | Vice President, Assistant Secretary | February 27, 2012 | ||
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SCHEDULE I OF SUBSIDIARY REGISTRANTS
AMERICAN MEDICORP DEVELOPMENT CO.
BAY HOSPITAL, INC.
BRIGHAM CITY COMMUNITY HOSPITAL, INC.
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.
CAPITAL DIVISION, INC.
CENTRAL FLORIDA REGIONAL HOSPITAL, INC.
CENTRAL TENNESSEE HOSPITAL CORPORATION
CHIPPENHAM & JOHNSTON-WILLIS HOSPITALS, INC.
COLORADO HEALTH SYSTEMS, INC.
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.
COLUMBIA LAGRANGE HOSPITAL, INC.
COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC.
COLUMBIA OGDEN MEDICAL CENTER, INC.
COLUMBIA POLK GENERAL HOSPITAL, INC.
COLUMBIA RIVERSIDE, INC.
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL, INCORPORATED
COLUMBIA/HCA JOHN RANDOLPH, INC.
COLUMBINE PSYCHIATRIC CENTER, INC.
CONROE HOSPITAL CORPORATION
DAUTERIVE HOSPITAL CORPORATION
EASTERN IDAHO HEALTH SERVICES, INC.
EDWARD WHITE HOSPITAL, INC.
ENCINO HOSPITAL CORPORATION, INC.
FRANKFORT HOSPITAL, INC.
GPCH-GP, INC.
GREENVIEW HOSPITAL, INC.
HCA CENTRAL GROUP, INC.
HCA HEALTH SERVICES OF FLORIDA, INC.
HCA HEALTH SERVICES OF LOUISIANA, INC.
HCA HEALTH SERVICES OF OKLAHOMA, INC.
HCA HEALTH SERVICES OF TENNESSEE, INC.
HCA HEALTH SERVICES OF VIRGINIA, INC.
HCA REALTY, INC.
HD&S CORP. SUCCESSOR, INC.
HEALTH MIDWEST OFFICE FACILITIES CORPORATION
HEALTH MIDWEST VENTURES GROUP, INC.
HENDERSONVILLE HOSPITAL CORPORATION
HOSPITAL CORPORATION OF TENNESSEE
HOSPITAL CORPORATION OF UTAH
HOSPITAL DEVELOPMENT PROPERTIES, INC.
HTI MEMORIAL HOSPITAL CORPORATION
KPH-CONSOLIDATION, INC
LARGO MEDICAL CENTER, INC.
LAWNWOOD MEDICAL CENTER, INC.
LEWIS-GALE HOSPITAL, INCORPORATED
LONE PEAK HOSPITAL, INC.
LOS ROBLES REGIONAL MEDICAL CENTER
MANAGEMENT SERVICES HOLDINGS, INC.
MARION COMMUNITY HOSPITAL, INC.
MEMORIAL HEALTHCARE GROUP, INC.
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MIDWEST HOLDINGS, INC.
MONTGOMERY REGIONAL HOSPITAL, INC.
MOUNTAIN VIEW HOSPITAL, INC.
NATIONAL PATIENT ACCOUNT SERVICES, INC.
NEW PORT RICHEY HOSPITAL, INC.
NEW ROSE HOLDING COMPANY, INC.
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.
NORTHERN UTAH HEALTHCARE CORPORATION
NOTAMI HOSPITALS OF LOUISIANA, INC.
OKALOOSA HOSPITAL, INC.
OKEECHOBEE HOSPITAL, INC.
PALMYRA PARK HOSPITAL, LLC
PASADENA BAYSHORE HOSPITAL, INC.
PULASKI COMMUNITY HOSPITAL, INC.
RIO GRANDE REGIONAL HOSPITAL, INC.
RIVERSIDE HOSPITAL, INC.
SARASOTA DOCTORS HOSPITAL, INC.
SPOTSYLVANIA MEDICAL CENTER, INC.
SPRING BRANCH MEDICAL CENTER, INC.
SPRING HILL HOSPITAL, INC.
SUN CITY HOSPITAL, INC.
SUNRISE MOUNTAINVIEW HOSPITAL, INC.
TALLAHASSEE MEDICAL CENTER, INC.
TCMC MADISON-PORTLAND, INC.
TERRE HAUTE HOSPITAL GP, INC.
TERRE HAUTE HOSPITAL HOLDINGS, INC.
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.
VH HOLDCO, INC.
VH HOLDINGS, INC.
VIRGINIA PSYCHIATRIC COMPANY, INC.
W & C HOSPITAL, INC.
WALTERBORO COMMUNITY HOSPITAL, INC.
WEST FLORIDA REGIONAL MEDICAL CENTER, INC.
WEST VALLEY MEDICAL CENTER, INC.
WHMC, INC.
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED
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SCHEDULE II OF SUBSIDIARY REGISTRANTS
COLUMBUS CARDIOLOGY, INC.
NORTH FLORIDA IMMEDIATE CARE CENTER, INC.
REDMOND PHYSICIAN PRACTICE COMPANY
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SCHEDULE III OF SUBSIDIARY REGISTRANTS
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC
DUBLIN COMMUNITY HOSPITAL, LLC
EP HEALTH, LLC
FAIRVIEW PARK GP, LLC
GALEN PROPERTY, LLC
GRAND STRAND REGIONAL MEDICAL CENTER, LLC
HSS HOLDCO, LLC
INTEGRATED REGIONAL LAB, LLC
LAKELAND MEDICAL CENTER, LLC
LAKEVIEW MEDICAL CENTER, LLC
LEWIS-GALE MEDICAL CENTER, LLC
MEDICAL CENTERS OF OKLAHOMA, LLC
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC
MIDWEST DIVISION — ACH, LLC
MIDWEST DIVISION — LRHC, LLC
MIDWEST DIVISION — LSH, LLC
MIDWEST DIVISION — MCI, LLC
MIDWEST DIVISION — MMC, LLC
MIDWEST DIVISION — OPRMC, LLC
MIDWEST DIVISION — PFC, LLC
MIDWEST DIVISION — RBH, LLC
MIDWEST DIVISION — RMC, LLC
MIDWEST DIVISION — RPC, LLC
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC
NORTHLAKE MEDICAL CENTER, LLC
NOTAMI HOSPITALS, LLC
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC
PALMYRA PARK HOSPITAL, LLC
REDMOND PARK HOSPITAL, LLC
RESTON HOSPITAL CENTER, LLC
RETREAT HOSPITAL, LLC
SAMARITAN, LLC
SAN JOSE MEDICAL CENTER, LLC
SAN JOSE, LLC
SJMC, LLC
SOUTHERN HILLS MEDICAL CENTER, LLC
THE REGIONAL HEALTH SYSTEM OF ACADIANA, LLC
TRIDENT MEDICAL CENTER, LLC
UTAH MEDCO, LLC
WESLEY MEDICAL CENTER, LLC
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SCHEDULE IV OF SUBSIDIARY REGISTRANTS
DALLAS/FT. WORTH PHYSICIAN, LLC
GOPPERT-TRINITY FAMILY CARE, LLC
LEWIS-GALE PHYSICIANS, LLC
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SCHEDULE V OF SUBSIDIARY REGISTRANTS
CENTRAL SHARED SERVICES, LLC
HSS SYSTEMS, LLC
PARALLON HOLDINGS, LLC
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SCHEDULE VI OF SUBSIDIARY REGISTRANTS
EL PASO SURGICENTER, INC.
LAS VEGAS SURGICARE, INC.
MARIETTA SURGICAL CENTER, INC.
MCA INVESTMENT COMPANY
SURGICARE OF BRANDON, INC.
SURGICARE OF FLORIDA, INC.
SURGICARE OF HOUSTON WOMEN’S, INC.
SURGICARE OF MANATEE, INC.
SURGICARE OF NEW PORT RICHEY, INC.
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SCHEDULE VII OF SUBSIDIARY REGISTRANTS
SURGICARE OF PALMS WEST, LLC
SURGICARE OF RIVERSIDE, LLC
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SCHEDULE VIII OF SUBSIDIARY REGISTRANTS
HCA — IT&S FIELD OPERATIONS, INC.
HCA — IT&S INVENTORY MANAGEMENT, INC.
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SCHEDULE IX OF SUBSIDIARY REGISTRANTS
COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF DENTON SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF MCKINNEY SUBSIDIARY, L.P.
COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P.
COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P.
COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P.
GREEN OAKS HOSPITAL SUBSIDIARY, L.P.
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