Skip to content
AnalystLens

HCA Healthcare, Inc. Annual Report (Amendment), Year Ended Dec 31, 1994

Filing Date
Filed November 14, 1995
Period End
December 31, 1994
Security
HCA
In the record · 2016–202610-K1110-Q328-K144

HCA filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 144 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jun ’17Jun ’17
  2. Material agreement8-K · Oct ’19Oct ’19
  3. Leadership change8-K · Oct ’21Oct ’21
  4. Leadership change8-K · Jul ’25Jul ’25

01—Abstract

Summary

Summary of the 10-K/A filed November 14, 1995. Cited figures are marked; the original filing is the authoritative source.

This excerpt covers Items 10 through 13 of HCA's 1995 annual filing, which are governance and compensation disclosures rather than financial statements.

It contains no revenue, earnings, cash flow, or balance sheet data, so it cannot support a valuation or financial-performance assessment. The filing describes a board of 17 seats divided into three classes, with five Class II nominees up for election at the annual meeting, and it reflects leadership changes tied to the combination of HCA's predecessor, Hospital Corporation of America, with Columbia Hospital Corporation and Galen Health Care. Chairman R.

Clayton McWhorter and Vice Chairman Thomas F. Frist, Jr. both took their current roles in April 1995, and McWhorter came from Healthtrust, Inc. Compensation disclosures show Richard L. Scott, President and CEO, with 1994 salary of $599,000a and bonus of $520,000.

David T. Vandewater, Chief Operating Officer, received stock awards recorded as compensation expense of about $2.4 millionb in 1994 and about $3.0 million in 1993. The filing also describes a severance arrangement with an unfunded bonus pool that started at about $6.3 million and moves with the stock price relative to the August 31, 1993 closing price of $27.625.

Ownership disclosures show the Columbia/HCA Stock Bonus Plan holding 7.1% and FMR Corp. holding 6.6%, with all directors and officers as a group holding 7.2% of common stock. Related-party items include a 400,000-share warrant at $20.00c issued to The 1818 Fund, L.P., whose co-manager T. Michael Long sits on the board, and small purchases from Cardinal Health, Inc. of about $251,000 in 1994.

For investors, the key points are the scale of insider ownership, the governance structure (staggered board, a mandatory retirement age of 70, and a nominating committee with exclusive nomination power until September 1, 1996), and the large executive equity awards and change-in-control-style severance protections. Confirming HCA's operating performance, leverage, or financial condition would require the financial sections of the full 10-K, which are not included here.

02—Key points

Key Highlights

  1. Board of 17 seats in three staggered classes; five Class II nominees (T. Michael Long, Donald S. MacNaughton, Rodman W. Moorhead III, Carl E. Reichardt, William T. Young) stood for election to terms ending in 1998.
  2. Leadership changes in April 1995: R. Clayton McWhorter became Chairman (formerly Healthtrust CEO) and Thomas F. Frist, Jr. became Vice Chairman, after serving as Chairman from February 1994 to April 1995.
  3. CEO Richard L. Scott reported 1994 salary of $599,000 and bonus of $520,000; COO David T. Vandewater received stock awards expensed at about $2.4 million in 1994 and $3.0 million in 1993.
  4. Severance arrangements for 13 employees include an unfunded bonus pool starting near $6.3 million, adjusted by about $506,000 for each whole-dollar move in the stock price from the $27.625 baseline.
  5. Major holders: Columbia/HCA Stock Bonus Plan (7.1%) and FMR Corp./Edward C. Johnson 3d (6.6%); directors and executive officers as a group hold 7.2%, about 25.1 million shares.
  6. Related-party exposure includes a 400,000-share warrant at $20.00 held by The 1818 Fund, L.P. (co-managed by director T. Michael Long), and a 9% note converted at $18.50 per share in 1994.
  7. The excerpt contains no financial statements or operating metrics, so it cannot be used to assess HCA's revenue, profitability, or balance sheet.

03—Questions

Frequently Asked Questions

  1. Does this filing show HCA's financial performance?

    No. The excerpt covers only Items 10 through 13 (directors, executive compensation, security ownership, and related-party transactions). Revenue, earnings, cash flow, and balance sheet data would be in the financial sections of the full 10-K, which are not included here.

  2. How much insider ownership is there, and does it matter to investors?

    Directors and executive officers as a group held about 7.2% of common stock, roughly 25.1 million shares, including options exercisable within 60 days. Concentrated insider ownership can align management with shareholders, but it can also give insiders meaningful voting influence. The largest institutional holders listed are the Columbia/HCA Stock Bonus Plan (7.1%) and FMR Corp. (6.6%).

  3. What executive pay and severance protections are disclosed?

    CEO Richard L. Scott earned a 1994 salary of $599,000 and a bonus of $520,000. Severance agreements with 13 employees pay lump sums of one to two times base salary if Scott is removed from the CEO role before September 1, 1995, or if the employee is later terminated or significantly demoted within 12 months. An unfunded bonus pool, starting near $6.3 million, adds payouts tied to the stock price.

  4. Are there governance or related-party concerns?

    The board has a mandatory retirement age of 70 (with grandfathered exceptions) and a nominating committee holding exclusive nomination power until September 1, 1996. Director T. Michael Long is affiliated with The 1818 Fund, L.P., which holds a 400,000-share warrant at $20.00 and had a $40 million convertible note converted at $18.50. The company also made small purchases of about $251,000 in 1994 from a Cardinal Health subsidiary, where director Robert D. Walter is chairman.

04—Continue

← View all 10-K filings