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EXHIBIT
NO. 2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HCA - THE HEALTHCARE COMPANY
WITH AND INTO
COLUMBIA/HCA HEALTHCARE CORPORATION
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
Columbia/HCA Healthcare Corporation, a Delaware corporation (the
"Corporation"), does hereby certify to the following facts relating to the
merger (the "Merger") of HCA - The Healthcare Company, a Delaware corporation
(the "Subsidiary"), with and into the Corporation, with the Corporation
remaining as the surviving corporation under the name of HCA - The Healthcare
Company:
FIRST: The Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is
incorporated pursuant to the DGCL.
SECOND: The Corporation owns all of the outstanding shares of each
class of capital stock of the Subsidiary.
THIRD: The Board of Directors of the Corporation, by the following
resolutions duly adopted on May 25, 2000, determined to merge the Subsidiary
with and into the Corporation pursuant to Section 253 of the DGCL:
WHEREAS, Columbia/HCA Healthcare Corporation, a Delaware
corporation (the "Corporation"), owns all of the outstanding shares of
the capital stock of HCA - the Healthcare Company, a Delaware
corporation (the "Subsidiary"); and
WHEREAS, the Board of Directors of the Corporation has deemed
it advisable that the Subsidiary be merged with and into the
Corporation pursuant to Section 253 of the General Corporation Law of
the State of Delaware;
NOW, THEREFORE, BE IT AND IT HEREBY IS
RESOLVED, that the Subsidiary be merged with and into the
Corporation (the "Merger"); and it is further
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RESOLVED, that by virtue of the Merger and without any action
on the part of the holder thereof, each then outstanding share of
capital stock of the Corporation shall remain unchanged and continue to
remain outstanding as one share of capital stock of the Corporation,
held by the person who was the holder of such share of capital stock of
the Corporation immediately prior to the Merger; and it is further
RESOLVED, that by virtue of the Merger and without any action
on the part of the holder thereof, each then outstanding share of
common stock of the Subsidiary shall be cancelled and no consideration
shall be issued in respect thereof; and it is further
RESOLVED, that the certificate of incorporation of the
Corporation as in effect immediately prior to the effective time of the
Merger shall be the certificate of incorporation of the surviving
corporation, except that Article First thereof shall be amended to read
in its entirety as follows:
FIRST: The name of the Corporation is
HCA - THE HEALTHCARE COMPANY
RESOLVED, that the proper officers of the Corporation be and
they hereby are authorized and directed to make, execute and
acknowledge, in the name and under the corporate seal of the
Corporation, a certificate of ownership and merger for the purpose of
effecting the Merger and to file the same in the office of the
Secretary of State of the State of Delaware, and to do all other acts
and things that may be necessary to carry out and effectuate the
purpose and intent of the resolutions relating to the Merger.
FOURTH: The Corporation shall be the surviving corporation of the
Merger.
FIFTH: The certificate of incorporation of the Corporation as in effect
immediately prior to the effective time of the Merger shall be the certificate
of incorporation of the surviving corporation, except that Article First thereof
shall be amended to read in its entirety as follows:
FIRST: The name of the Corporation is
HCA - THE HEALTHCARE COMPANY
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officer this 25th day
of May, 2000.
COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ John M. Franck II
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John M. Franck II
Vice President and Corporate Secretary
