-----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, TGPE1mc2+2dzSnWW5or5mV3kNG9QJ7x0MaQfabSbq5Xqy3vY/B2aQLXe2DvGSHyr dEZLFkYZTEAFzoCaBsC0xA== 0000914121-09-000048.txt : 20090109 0000914121-09-000048.hdr.sgml : 20090109 20090109170752 ACCESSION NUMBER: 0000914121-09-000048 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090101 FILED AS OF DATE: 20090109 DATE AS OF CHANGE: 20090109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN 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 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: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 09519458 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 3 1 p14825907-3_hcaex.xml X0203 3 2009-01-01 0 0000860730 HCA INC/TN NONE 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 1 0 1 0 Common stock, par value $0.01 per share 23373333 I See footnotes. Common stock, par value $0.01 per share 980392 I See footnotes. Bank of America Corporation ("Bank of America"), through its affiliates, ML Global Private Equity Fund, L.P., ML HCA Co-Invest, LP and Merrill Lynch Ventures L.P. 2001, is an indirect beneficial owner of 23,373,333 shares of the common stock of HCA, Inc. The indirect interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008 (the "Merger Agreement") whereby a wholly owned subsidiary of Bank of America merged with and into Merrill Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch is now a wholly owned subsidiary of Bank of America. The shares of the common stock of HCA, Inc. are held indirectly through its affiliates as follows: ML Global Private Equity Fund, L.P. directly owns 21,145,716 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC.; ML HCA Co-Invest, LP directly owns 1,247,225 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC; and Merrill Lynch Ventures L.P. 2001 directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. The shares of the common stock of HCA, Inc. are held indirectly through its subsidiary as follows: Banc of America Capital Investors, L.P. directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II. In addition, Bank of America owns an approximate 1% interest in Hercules Holdings II, LLC. Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock of HCA Inc. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Bank of America, through its affiliates, may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by HCA Inc. Continued in footnote (5). Continued from footnote (4). However, Bank of America disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein. ML Global Private Equity Fund, L.P. and its affiliates collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of HCA Inc. Each of Bank of America and its affiliates disclaims that it is a director of HCA Inc. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Bank of America is the beneficial owner of the securities covered by this statement except to the extent of its pecuniary interest therein. /s/ Charles F. Bowman, Senior Vice President 2009-01-09 -----END PRIVACY-ENHANCED MESSAGE-----