According to a press release dated August 13, 2007 the action has been certified as a class action for purposes of a proposed settlement valued at $20 million in cash. A hearing will be held before the Honorable William J. Haynes, Jr. in the United States Courthouse, 801 Broadway, Nashville, Tennessee, 37203 at 10 am on October 12, 2007 to determine whether the proposed Settlement should be approved by the Court as fair, reasonable, and adequate and to consider the application of Lead Counsel for attorneys' fees and reimbursement of litigation expenses.
As summarized by the Company’s Form 10-Q for the quarterly period ended September 30, 2006, in November 2005, two putative federal securities law class actions were filed in the United States District Court for the Middle District of Tennessee. On January 5, 2006, the court consolidated these actions and all later-filed related securities actions under the caption In re HCA Inc. Securities Litigation, case number 3:05-CV-00960. Pursuant to federal statute, on January 25, 2006, the court appointed co-lead plaintiffs to represent the interests of the asserted class members in this litigation. Co-lead plaintiffs filed a consolidated amended complaint on April 21, 2006. On June 27, 2006, the Company and each of the defendants moved to dismiss the consolidated amended complaint.
Several purported shareholder class action lawsuits have been filed against HCA and certain of its officers and directors with violations of the Securities Exchange Act of 1934. HCA is the nation's largest chain of for-profit hospitals. Specifically, the complaint alleges that during the Class Period, defendants caused HCA's shares to trade at artificially inflated prices by issuing false statements concerning the Company's purported financial successes while concealing that HCA's operational metrics had substantially deteriorated. Defendants' positive statements had their intended effect, inflating the Company's stock price by almost 50% from less than $40 per share on January 11, 2005 to its Class Period high of over $58 per share on June 22, 2005, during which time defendants sold almost 1 million shares of the Company's stock at inflated prices, pocketing more than $48 million in proceeds.
The complaint alleges that on or around July 13, 2005, HCA issued a profit warning for its 2Q 2005 disclosing that: (a) contrary to defendants' statements that HCA had been experiencing trends beneficial to its "operating results," in reality the Company was then experiencing negative operational trends which were driving down HCA's revenues and decreasing the Company's profitability; (b) despite defendants' statements that the Company was experiencing "a moderation in the growth in its uninsured patient admissions and emergency room visits," the Company's uninsured admissions and emergency room visits were actually increasing more rapidly than insured admissions and emergency room visits, which defendants knew was increasing the Company's bad-debt expense and reducing HCA's profitability; (c) notwithstanding defendants' statements lauding the Company's "favorable change in its estimated provision for doubtful accounts," and "substantial(ly) improv(ing) ... financial performance" due to its "improving bad debt trends," HCA's provision for doubtful accounts was actually increasing as a percentage of revenues; and (d) defendants had materially limited surgeries at certain hospitals due to illegal misconduct. On this news, HCA's stock fell approximately $5 per share on nearly six times the average daily trading volume over the preceding 12 months. Soon thereafter, the Securities and Exchange Commission and the U.S. Department of Justice opened formal investigations into Class Period insider trading at HCA.