-----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, NyHeyEd2CM/EmgnG96gbxPmsCeAp7MBTTCDJxrVJDp5pXmJd7m72NNWcZ77GHyHL wdU3H4qJR6if55Xxb2s4zw== 0000860730-06-000208.txt : 20061121 0000860730-06-000208.hdr.sgml : 20061121 20061121185541 ACCESSION NUMBER: 0000860730-06-000208 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061117 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: Rutledge W Paul CENTRAL INDEX KEY: 0001340360 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 061234048 BUSINESS ADDRESS: BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 4 1 rut1277.xml X0202 4 2006-11-17 0 0000860730 HCA INC/TN (HCA) 0001340360 Rutledge W Paul ONE PARK PLAZA NASHVILLE TN 37203 0 1 0 0 President - Central Group Common Stock 2006-11-17 4 D 0 7740 D 48588 D Common Stock 2006-11-17 4 D 0 48588 51.0000 D 0 D Common Stock 2006-11-17 4 D 0 4499 D 0 I By 401(k) Non-Qualified Stock Option (right to buy) 41.8400 2006-11-17 4 D 0 35000 D 2012-01-24 Common Stock 35000 0 D Non-Qualified Stock Option (right to buy) 42.1500 2006-11-17 4 D 0 40000 D 2013-01-29 Common Stock 40000 0 D Non-Qualified Stock Option (right to buy) 45.8600 2006-11-17 4 D 0 40000 D 2014-01-29 Common Stock 40000 0 D Non-Qualified Stock Option (right to buy) 44.7400 2006-11-17 4 D 0 7500 D 2015-01-27 Common Stock 7500 0 D Non-Qualified Stock Option (right to buy) 54.7300 2006-11-17 4 D 0 7500 D 2015-01-27 Common Stock 7500 0 D Non-Qualified Stock Option (right to buy) 49.5900 2006-11-17 4 D 0 7500 D 2015-01-27 Common Stock 7500 0 D Non-Qualified Stock Option (right to buy) 47.9200 2006-11-17 4 D 0 67000 D 2015-10-01 Common Stock 67000 0 D Non-Qualified Stock Option (right to buy) 49.9000 2006-11-17 4 D 0 18125 D 2016-01-26 Common Stock 18125 0 D Non-Qualified Stock Option (right to buy) 45.0800 2006-11-17 4 D 0 18125 D 2016-01-26 Common Stock 18125 0 D Non-Qualified Stock Option (right to buy) 49.6000 2006-11-17 4 D 0 18125 D 2016-01-26 Common Stock 18125 0 D Non-Qualified Stock Option (right to buy) 50.3400 2006-11-17 4 D 0 18125 D 2016-01-26 Common Stock 18125 0 D Non-Qualified Stock Option (right to purchase) 46.9500 2006-11-17 4 D 0 7500 D 2015-01-27 Common Stock 7500 0 D 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. On December 16, 2004, HCA announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA?s common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange. This option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $12.75 for that number of shares so that the difference between $51.00 and the exercise price of the old option, multiplied by the number shares subject to the old option, is equal to the difference between $51.00 and $12.75, multiplied by the number of shares subject to the new 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-----