Hospital Corporation of America and Subsidiaries - Page 8

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          become chairman of the executive committee of HealthTrust.  Mr.             
          MacNaughton had joined HCA in 1978 following his retirement from            
          the Prudential Insurance Co. of America, for which he had served            
          as chairman and chief executive officer.  Mr. McWhorter selected            
          other HCA employees to fill other key management positions with             
          HealthTrust.  HealthTrust Management assumed operating                      
          responsibility for the Facilities effective June 22, 1987.                  
               HCA Management decided to effectuate the reorganization                
          through a sale of stock of the subsidiaries that owned the                  
          Facilities.  In some instances, HealthTrust was to acquire every            
          hospital, office building, or related facility owned by a                   
          subsidiary (Subsidiary).  In those instances, prior to the sale             
          to HealthTrust, HCA transferred all of the Subsidiary's stock to            
          HCAII in exchange for stock of HCAII, and HCAII then sold all of            
          the Subsidiary's stock to HealthTrust.  In other instances,                 
          HealthTrust was not to acquire every hospital, office building,             
          or related facility owned by a subsidiary.  In those instances,             
          the subsidiary (New Parent) contributed to a newly formed                   
          subsidiary (New Subsidiary) the assets that HealthTrust would               
          acquire.  The New Parent immediately thereafter transferred all             
          of the stock of the New Subsidiary to HCAII in exchange for stock           
          of HCAII, and HCAII then sold all of the stock of the New                   
          Subsidiary to HealthTrust.  Hereinafter, we shall refer to the              
          Subsidiaries and to the New Subsidiaries collectively as the                






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