-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIUIVsee9yyWaiEu+cE0Hb5WnT8LWlLJqiMJnTyf16kh+oYe9KxJHQsWoX70FNf6 v7mLluQOupxZHEoHzmcNhg== 0000950144-01-002342.txt : 20010214 0000950144-01-002342.hdr.sgml : 20010214 ACCESSION NUMBER: 0000950144-01-002342 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCA-THE HEALTHCARE CO CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41652 FILM NUMBER: 1536482 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE EMPLOYEE BENEFIT PLANS CENTRAL INDEX KEY: 0001106756 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153445881 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 SC 13G 1 g66953sc13g.txt HCA-THE HEALTHCARE COMPANY 1 Page 1 of 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) HCA - The Healthcare Company - -------------------------------------------------------------------------------- (Name of Issuer) Voting Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 404119109 ----------------------- (CUSIP Number) December 31, 2000 ------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 2 Page 2 of 6 CUSIP No.: 404119109 - -------------------------------------------------------------------------------- (1) Names of reporting persons and I.R.S. Identification No. (entities only): Retirement Committee of the HCA 401(k) Plan+, EPIC Healthcare Group, Inc. Profit Sharing Plan and Healthtrust, Inc. 401(k) Retirement Program + The holdings of the HCA 401(k) Plan include the holdings of the Columbia/HCA Healthcare Corporation Salary Deferral Plan/401(k) and the Columbia/HCA Healthcare Corporation Stock Bonus Plan, which were merged to form the HCA 401(k) Plan effective January 1, 2001. - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Citizenship or place of organization: Not applicable - -------------------------------------------------------------------------------- (5) Sole Voting Power: 32,606,887 Number of Shares ------------------------------------------------------------ Beneficially (6) Shared Voting Power: 0 Owned by Each ------------------------------------------------------------ Reporting (7) Sole Dispositive Power: 32,606,887 Person With ------------------------------------------------------------ (8) Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person: 32,606,887 - -------------------------------------------------------------------------------- (10) Check box if the aggregate amount in row (9) excludes certain shares [ ] - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in row (9): 6.2% - -------------------------------------------------------------------------------- (12) Type of reporting person: EP - -------------------------------------------------------------------------------- 3 Page 3 of 6 ITEM 1. (A) NAME OF ISSUER: HCA - The Healthcare Company (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES One Park Plaza Nashville, Tennessee 37203 ITEM 2. (A) NAME OF PERSON FILING Retirement Committee (the "Retirement Committee") of the HCA 401(k) Plan, EPIC Healthcare Group, Inc. Profit Sharing Plan and Healthtrust, Inc. 401(k) Retirement Program (each referred to herein as a "Plan"), as a named fiduciary under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), for each of the Plans. Actions of the Retirement Committee are taken by the vote of a majority of its members. The members of the Retirement Committee at December 31, 2000 were David G. Anderson, Richard Bracken, John M. Franck II, A. Bruce Moore, Jr. and Philip R. Patton. The filing of this statement shall not be construed as an admission that any such person is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the securities covered by this statement, and such beneficial ownership is hereby disclaimed on behalf of each such individual except to the extent of any such securities which may be held on behalf of any such individual as a participant in one of the Plans. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE One Park Plaza Nashville, Tennessee 37203 (C) CITIZENSHIP Not applicable. (D) TITLE OF CLASS OF SECURITIES Voting Common Stock, $.01 par value per share (E) CUSIP NUMBER 404119109 4 Page 4 of 6 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (f) [X] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) ITEM 4. OWNERSHIP (a) Amount beneficially owned as of December 31, 2000: 32,606,887 (b) Percent of Class: 6.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 32,606,887 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 32,606,887 (iv) shared power to dispose or to direct the disposition of: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON All of the shares of Common Stock held by each of the Plans are held on behalf of employees and former employees of HCA - The Healthcare Company and/or its subsidiaries who are participants in the Plans. Under the terms of each of the Plans, participants in the Plans have the right to receive the proceeds from the sale of the shares held for their benefit by the Plans and to have dividends on such shares reinvested in the Plans. The Retirement Committee may direct the disposition of 5 Page 5 of 6 the shares held by each of the Plans only in accordance with the terms of the Plans and its fiduciary obligations under ERISA. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. [The remainder of this page is blank.] 6 Page 6 of 6 ITEM 10. CERTIFICATIONS By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2001 RETIREMENT COMMITTEE OF THE HCA 401(K) PLAN, EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN AND HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM By: /s/ A. Bruce Moore, Jr. ------------------------------------- Name: A. Bruce Moore, Jr. Title: Committee Chairman -----END PRIVACY-ENHANCED MESSAGE-----