EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
6.25% Notes due 2013
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February 5, 2003
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which
Salomon Smith Barney Inc. and Goldman, Sachs & Co. are acting as Managers (the
"Managers"), understand that HCA Inc. (f/k/a HCA - The Healthcare Company, and
previously Columbia/HCA Healthcare Corporation), a Delaware corporation (the
"Company"), proposes to issue and sell $500,000,000 aggregate principal amount
of its 6.25% Notes due 2013 (the "Offered Securities"). The Offered Securities
will be issued pursuant to the provisions of an Indenture dated as of December
16, 1993, as supplemented (the "Indenture"), between the Company and The Bank of
New York, as successor trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Offered Securities set forth below opposite their names.
Principal Amount
of
Offered Securities
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Salomon Smith Barney Inc.......................................... $ 175,000,000
Goldman, Sachs & Co............................................... 175,000,000
Deutsche Bank Securities Inc...................................... 25,000,000
J.P. Morgan Securities Inc........................................ 25,000,000
SunTrust Capital Markets, Inc. ................................... 25,000,000
BNY Capital Markets, Inc.......................................... 15,000,000
Fleet Securities, Inc............................................. 15,000,000
Scotia Capital (USA), Inc. ....................................... 15,000,000
TD Securities (USA) Inc. ......................................... 15,000,000
Wachovia Securities, Inc.......................................... 15,000,000
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Total......................................................... $ 500,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Goldman, Sachs & Co. or through the facilities of The
Depository Trust Company at 10:00 a.m. (New York time) on February 10, 2003 (the
"Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated May 16, 2002, and the Prospectus Supplement dated February 5, 2003,
including the following:
Public Offering Price: 99.346% of principal amount
Purchase Price: 98.696% of principal amount
Underwriters' Discount: 0.650%
Maturity Date: February 15, 2013
Interest Rate: 6.25%
Interest Payment Dates: August 15 and February 15 of each year,
commencing August 15, 2003. Interest
accrues from February 10, 2003.
Redemption Provisions: The Company may, at its option, redeem
the Offered Securities at any time and from
time to time at the price described in the
Prospectus Supplement.
Current Ratings: Standard & Poor's Ratings Service--BBB-
Moody's Investors Service, Inc.-- Ba1
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All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), dated as of September 18, 2002,
a copy of which is attached hereto, are incorporated by reference in their
entirety herein and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein, except that (i)
if any term defined in such document is otherwise defined herein, the definition
set forth herein shall control, (ii) all references in such document to a type
of security that is not an Offered Security shall not be deemed to be a part of
this Agreement, and (iii) all references in such document to a type of agreement
that has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
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Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below.
Very truly yours,
Acting on behalf of themselves and the several
Underwriters named herein:
By: Salomon Smith Barney Inc.
By: /s/ Anne Clark Wolff
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Name: Anne Clark Wolff
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Title: Managing Director
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By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
Accepted:
HCA Inc.
By: /s/ Keith M. Giger
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Name: Keith M. Giger
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Title: Vice President - Finance
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