Hospital Corporation of America and Subsidiaries - Page 62

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          was a highly leveraged buyout, we believe that other factors                
          mitigated the high risks ordinarily associated with that                    
          indebtedness.  Most of the Hospitals had been owned and operated            
          by petitioners for several years prior to the Acquisition and,              
          therefore, they had an existing, experienced administrative                 
          staff.  Moreover, HealthTrust was headed by senior HCA Management           
          personnel who had extensive experience in the health care                   
          industry and with HCA.  HealthTrust Management, furthermore,                
          essentially began operating the HealthTrust organization during             
          May 1987.  Except for the decline in operating results for April            
          and May 1987 (while rumors spread about the pending transaction),           
          the Hospitals' operating performance as a group exceeded the                
          projections used to determine the consideration for the                     
          Acquisition.                                                                
               Additionally, immediately after the Acquisition HealthTrust            
          held a commanding position in the health care industry.  After              
          the Acquisition, HealthTrust became the second largest, after               
          HCA, hospital management company in the United States measured by           
          the number of domestic hospitals owned, and the fourth largest,             
          after HCA, Humana, Inc., and American Medical International,                
          Inc., measured by the number of domestic beds owned.  The                   
          Hospitals were comparatively modern facilities and initially                
          would not require extensive capital expenditures for                        
          construction, modernization, or maintenance.  A significant                 






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