-----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, GMwuyKJaybMxPe5OwAgaQ9evoJP66WAHhyEnsEVS1wvrSe1ZsKcW+6dhFrp2ts/v rdkK/LjcSMTY60pThxTVug== 0000860730-06-000192.txt : 20061121 0000860730-06-000192.hdr.sgml : 20061121 20061121185254 ACCESSION NUMBER: 0000860730-06-000192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 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: 0324 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: FRIST THOMAS F JR CENTRAL INDEX KEY: 0000900596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 061234027 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153279551 4 1 fri1290.xml X0202 4 2006-09-30 0 0000860730 HCA INC/TN (HCA) 0000900596 FRIST THOMAS F JR C/O HCA INC. ONE PARK PLAZA NASHVILLE TN 37203 1 0 0 0 Common Stock 2006-09-30 4 A 0 3025 0 A 5561541 D Common Stock 2006-11-15 4 J 0 99125 0 A 5660666 D Common Stock 2006-11-17 4 D 0 3520400 D 2140266 D Common Stock 2006-11-17 4 D 0 2140266 51.0000 D 0 D Common Stock 2006-11-17 4 D 0 20380 D 0 I By 401(k) Common Stock 2006-11-17 4 D 0 8130780 D 0 I By Corporation Common Stock 2006-11-15 4 J 0 1533420 0 D 0 I By Partnership 1 Common Stock 2006-11-17 4 D 0 45498 D 0 I By Spouse Common Stock 2006-11-17 4 D 0 16113 D 0 I By Trust 2 Common Stock 2006-11-17 4 D 0 86051 D 0 I By Trust 3 Common Stock 2006-11-17 4 D 0 1477765 D 0 I By Trust 4 Non-Qualified Stock Option (right-to-buy) 54.6800 2006-11-17 4 D 0 5715 D 2015-06-09 Common Stock 5715 0 D Non-Qualified Stock Option (right to buy) 44.0800 2006-11-17 4 D 0 18375 D 2012-03-28 Common Stock 18375 0 D Non-Qualified Stock Option (right to buy) 40.1400 2006-11-17 4 D 0 1975 D 2014-06-10 Common Stock 1975 0 D Non-Qualified Stock Option (right to buy) 43.4900 2006-11-17 4 D 0 3833 D 2016-05-25 Common Stock 3833 0 D Ongoing acquisition of common stock from under the HCA Employee Stock Purchase Plan from dividend reinvestment of shares. Pro rata distribution from Frisco Partners, of which the reporting person is a partner. Disposed of in connection with the merger of Hercules Acquisition Corporation with and into the issuer, with the issuer as the surviving corporation, effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding, LLC, Hercules Acquisition Corporation and the issuer. The shares listed above held by the reporting person were exchanged for an equity interest in the surviving corporation. In connection with the merger, the issuer's common stock was valued at $51.00 per share. Disposed of in connection with the merger in exchange for the right to receive $51.00 per share. All shares held by the HCA 401(k) Plan were disposed of in connection with the merger in exchange for merger consideration of $51.00 per share, and the participant received cash in the plan equal to his or her pro rata interest in the shares held by the plan. Pro rata distribution from Frisco Partners of all shares of HCA common stock to the partners in the partnership. The option vests in five equal annual installments beginning on 3/28/02. This option was cancelled in the merger in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $51 per share, multiplied by the number of shares subject to the option. Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable. All options with an exercise price above the merger consideration of $51.00 per share were cancelled in the merger and no payment will be made thereon. By: /s/ Colleen E. Haley, Attorney-in-Fact 2006-11-21 -----END PRIVACY-ENHANCED MESSAGE-----