SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 5)

TENDER OFFER STATEMENT UNDER

SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HCA INC.

(Name of Subject Company (Issuer))

HCA INC.

(Names of Filing Person (Offeror))

Common Stock, par value $.01 per share

(Title of Class of Securities)

404119109

(CUSIP Number of Class of Securities)

John M. Franck II

Vice President and Corporate Secretary

HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

James H. Cheek, III
J. Allen Overby
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200 Morton A. Pierce
Jack S. Bodner
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,501,000,000	$316,876.70

*  Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 61,000,000 shares of the outstanding common stock, par value $0.01 per share, at a price per share of $41.00 in cash.

**  The amount of the filing fee equals $126.70 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $316,876.70	Filing Party: HCA Inc.
Form or Registration No.: Schedule TO	Date Filed: October 13, 2004

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which the statement relates:

           o third-party tender offer subject to Rule 14d-1.

           x issuer tender offer subject to Rule 13e-4.

           o going-private transaction subject to Rule 13e-3.

           o amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

      This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed by HCA Inc., a Delaware corporation (“HCA” or the “Company”), on October 13, 2004 pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with its offer to purchase for cash up to 61,000,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 13, 2004, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal, as amended, copies of which are attached to the Schedule TO as Exhibits (a)(l)(A) and (a)(l)(B), respectively (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).

      The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

      This Amendment No. 5 is filed to incorporate (i) the press release dated November 11, 2004 that announced that the Company had extended the period of time for which the Offer was open to 5:00 p.m., New York City time, on November 11, 2004, and (ii) the press release dated November 12, 2004 that announced the preliminary results of the Offer.

Item 12. Exhibits

      Item 12 of the Schedule TO is hereby amended by adding the following as Exhibits (a)(5)(I) and (a)(5)(J), respectively.

(a)(5)(I)	Press Release dated November 11, 2004.
(a)(5)(J)	Press Release dated November 12, 2004.

SIGNATURE

      After due 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.

HCA INC.

By:  /s/ JOHN M. FRANCK II

Name:        John M. Franck II

Title: Vice President - Legal

and Corporate Secretary

Dated: November 12, 2004

EXHIBIT INDEX

Exhibit
No.		Description
	(a)(1)(A)	Offer to Purchase, dated October 13, 2004.*
	(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
	(a)(1)(C)	Notice of Guaranteed Delivery.*
	(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(F)	Form of Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan.*
	(a)(1)(G)	Form of Letter to Participants in the HCA 401(k) Plan.*
	(a)(5)(A)	Press Release dated October 13, 2004, announcing the Offer.*
	(a)(5)(B)	Press Release dated October 13, 2004, announcing HCA’s preliminary third quarter results.*
	(a)(5)(C)	Form of Summary Advertisement.*
	(a)(5)(D)	Letter to Shareholders.*
	(a)(5)(E)	Transcript of Conference Call on October 13, 2004.**
	(a)(5)(F)	Press Release dated October 22, 2004 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 22, 2004, and incorporated herein by reference).
	(a)(5)(G)	Transcript of Conference Call on October 22, 2004.***
	(a)(5)(H)	Revised Transcript of Conference Call on October 13, 2004.***
	(a)(5)(I)	Press Release dated November 11, 2004.
	(a)(5)(J)	Press Release dated November 12, 2004.
	(b)(1)	$2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.*
	(b)(2)	$1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.*
	(b)(3)	$2.5 Billion Credit Agreement, dated April 30, 2001, among the Company, The Several Banks and Other Financial Institutions (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference).
	(b)(4)	First Amendment to the April 2001 $2.5 Billion Credit Agreement dated as of October 14, 2003 (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference).
	(b)(5)	Amendment Letter, dated as of October 21, 2004, to $2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.***
	(b)(6)	Amendment Letter, dated as of October 21, 2004, to $1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.***

Exhibit
No.		Description
	(b)(7)	$2.5 Billion Credit Agreement, dated November 9, 2004, by and among the Company, the several banks and other financial institutions from time to time parties thereto, J.P. Morgan Securities Inc., as Sole Advisor, Lead Arranger and Bookrunner, certain other agents and arrangers and JPMorgan Chase Bank, as Administrative Agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 10, 2004, and incorporated herein by reference).
	(b)(8)	$1.25 Billion Credit Agreement, dated November 9, 2004, by and among the Company, the several banks and other financial institutions from time to time parties thereto, J.P. Morgan Securities Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, Merrill Lynch Capital Corporation, as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent (filed as Exhibit 10.2 to the Current Report on Form 8-K dated November 10, 2004, and incorporated herein by reference).
	(d)(1)	Columbia Hospital Corporation Stock Option Plan (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference).
	(d)(2)	Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference).
	(d)(3)	First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
	(d)(4)	Columbia Hospital Corporation Outside Directors Nonqualified Stock Option Plan (filed as Exhibit 28.1 to the Company’s Registration Statement on Form S-8 (File No. 33-55272), and incorporated herein by reference).
	(d)(5)	HCA-Hospital Corporation of America 1989 Nonqualified Stock Option Plan, as amended through December 16, 1991 (filed as Exhibit 10(g) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(6)	HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 33-52379), and incorporated herein by reference).
	(d)(7)	Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-8 (File No. 33-50147), and incorporated herein by reference).
	(d)(8)	HCA-Hospital Corporation of America 1992 Stock Compensation Plan (filed as Exhibit 10(t) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(9)	Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
	(d)(10)	First Amendment to the Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated September 23, 1999, dated as of May 25, 2000 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
	(d)(11)	HCA Inc. Amended and Restated Management Stock Purchase Plan (filed as Exhibit C to the Company’s Proxy Statement for the Annual Meeting of Stockholders on May 27, 2004, and incorporated herein by reference).
	(d)(12)	Amended and Restated HCA Employee Stock Purchase Plan.*
	(d)(13)	HCA Directors’ 2004 Compensation/Fees Policy adopted July 24, 2003 (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).

Exhibit
No.		Description
	(d)(14)	Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Shareholders on May 25, 2000, and incorporated herein by reference).
	(d)(15)	HCA Inc. 2003 Performance Equity Incentive Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
	(d)(16)	HCA Inc. 2004 Performance Excellence Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
	(d)(17)	Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference).
	(d)(18)	Registration Rights Agreement, dated as of June 28, 2001, between the Company and Canadian Investments LLC, a Delaware limited liability Company (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (File No. 333-67040), and incorporated herein by reference).

   * Previously filed on Schedule TO on October 13, 2004.

**  Previously filed on Amendment No. 1 to Schedule TO on October 13, 2004.

***  Previously filed on Amendment No. 2 to Schedule TO on October 25, 2004.

EX-99.A.5.I 2 g91373a5exv99waw5wi.txt EX-A.5.I PRESS RELEASE EXHIBIT (a)(5)(I) (HCA INC. LOGO) FOR IMMEDIATE RELEASE INVESTOR MEDIA CONTACT: CONTACT: Mark Kimbrough Jeff Prescott (615) 344-2688 (615) 344-5708 HCA ANNOUNCES ONE-DAY EXTENSION OF TENDER OFFER FOR SHARES OF COMMON STOCK TO NOVEMBER 11, 2004 NASHVILLE, Tenn., November 11, 2004 -- HCA (NYSE: HCA) announced today that it is extending for one day the expiration date of its previously announced tender offer to purchase up to 61,000,000 shares of its common stock to 5:00 p.m., New York City time, on November 11, 2004. The tender period is being extended for one day at the request of the New York Stock Exchange to accommodate the double day settlement created by the Veterans' Day holiday. As a result of the extension, the holders of common stock will have until 5:00 p.m., New York City time, on Thursday, November 11, 2004 to validly tender their shares of common stock, unless the offer is further extended. The tender offer is being made solely by the Offer to Purchase and the related Letter of Transmittal. Shareholders should read the Offer to Purchase and related materials because they contain important information. Shareholders that have already tendered their shares do not need to take any action unless they wish to change their instructions. A total of approximately 92,657,716 shares of common stock have been deposited under the tender offer as of November 10, 2004, including shares tendered through notice of guaranteed delivery. Questions and requests for assistance may be directed to Georgeson Shareholder Communications, Inc., our Information Agent, and Merrill Lynch & Co., our Lead Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of the Offer to Purchase. You may request additional copies of the Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements based on current management expectations, including statements regarding the Company's expectations regarding the results of the tender offer. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares validly tendered and the price at which the Company finally determines to purchase shares in the tender offer, (ii) the increased leverage resulting from the financing of the tender offer, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets, achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the efforts of insurers, health care providers and others to contain health care costs, (vii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (viii) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (ix) potential liabilities and other claims that may be asserted against the Company, (x) fluctuations in the market value of the Company's common stock, (xi) the impact of the Company's charity care and self-pay discounting policy changes, (xii) changes in accounting practices, (xiii) changes in general economic conditions, (xiv) future divestitures which may result in charges, (xv) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xvi) the availability and terms of capital to fund the expansion of the Company's business, (xvii) changes in business strategy or development plans, (xviii) delays in receiving payments for services provided, (xix) the possible enactment of Federal or state health care reform, (xx) the outcome of pending and any future tax audits, appeals and litigation associated with the Company's tax positions, (xxi) the outcome of the Company's continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company's corporate integrity agreement with the government, (xxii) changes in Federal, state or local regulations affecting the health care industry, (xxiii) the ability to successfully integrate the operations of Health Midwest, (xxiv) the ability to develop and implement the payroll and human resources information systems within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, (xxv) the continuing impact of the recent hurricanes on the Company's Florida facilities and the ability to obtain recoveries under the Company's insurance policies, and (xxvi) other risk factors detailed in the Company's filings with the SEC. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Notwithstanding any statement in this press release, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer. All references to "Company" and "HCA" as used throughout this document refer to HCA Inc. and its affiliates. EX-99.A.5.J 3 g91373a5exv99waw5wj.txt EX-99.A.5.J PRESS RELEASE EXHIBIT (a)(5)(J) (HCA INC. LOGO) FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough Jeff Prescott (615) 344-2688 (615) 344-5708 HCA INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER NASHVILLE, Tenn., November 12, 2004 -- HCA Inc. (NYSE: HCA) announced today the preliminary results of its modified "Dutch" auction tender offer to purchase up to 61,000,000 shares of the company's common stock, which expired at 5:00 p.m., New York City time, on November 11, 2004. Based on the preliminary count by National City Bank, the depositary for the tender offer, approximately 62,568,220 shares of common stock were properly tendered and not withdrawn at a price at or below $39.75 per share, including shares that were tendered through notice of guaranteed delivery. HCA intends to exercise its right to purchase additional shares of common stock without extending the tender offer in accordance with applicable securities laws. Accordingly, HCA expects to purchase an aggregate of approximately 62,568,220 shares at a purchase price of $39.75 per share. The number of shares to be purchased and the price per share are preliminary, are based on the shares tendered through notice of guaranteed delivery being validly tendered and are subject to verification by the depositary, and are therefore subject to change. It is anticipated that the tender offer for the shares of common stock will not be subject to proration. The actual number of shares purchased, the final purchase price and the proration factor, if any, will be announced promptly following completion of the verification process. Payment for the shares accepted for purchase, and return of all other shares tendered, will occur promptly after completion of the final purchase price and proration computations, if applicable. Any questions with regard to the tender offer may be directed to Georgeson Shareholder Communications, Inc., the information agent, at (888) 264-7052. The lead dealer manager for the tender offer was Merrill Lynch & Co. and the dealer manager for the tender offer was JPMorgan. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements based on current management expectations, including statements regarding the Company's expectations regarding the results of the tender offer. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares validly tendered and the price at which the Company finally determines to purchase shares in the tender offer, (ii) the increased leverage resulting from the financing of the tender offer, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets, achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the efforts of insurers, health care providers and others to contain health care costs, (vii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (viii) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (ix) potential liabilities and other claims that may be asserted against the Company, (x) fluctuations in the market value of the Company's common stock, (xi) the impact of the Company's charity care and self-pay discounting policy changes, (xii) changes in accounting practices, (xiii) changes in general economic conditions, (xiv) future divestitures which may result in charges, (xv) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xvi) the availability and terms of capital to fund the expansion of the Company's business, (xvii) changes in business strategy or development plans, (xviii) delays in receiving payments for services provided, (xix) the possible enactment of Federal or state health care reform, (xx) the outcome of pending and any future tax audits, appeals and litigation associated with the Company's tax positions, (xxi) the outcome of the Company's continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company's corporate integrity agreement with the government, (xxii) changes in Federal, state or local regulations affecting the health care industry, (xxiii) the ability to successfully integrate the operations of Health Midwest, (xxiv) the ability to develop and implement the payroll and human resources information systems within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, (xxv) the continuing impact of the recent hurricanes on the Company's Florida facilities and the ability to obtain recoveries under the Company's insurance policies, and (xxvi) other risk factors detailed in the Company's filings with the SEC. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Notwithstanding any statement in this press release, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer. All references to "Company" and "HCA" as used throughout this document refer to HCA Inc. and its affiliates. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.A.5.I

                                                               EXHIBIT (a)(5)(I)

(HCA INC. LOGO)

                              FOR IMMEDIATE RELEASE

INVESTOR                                                      MEDIA
CONTACT:                                                      CONTACT:
Mark Kimbrough                                                Jeff Prescott
(615) 344-2688                                                (615) 344-5708


                       HCA ANNOUNCES ONE-DAY EXTENSION OF
          TENDER OFFER FOR SHARES OF COMMON STOCK TO NOVEMBER 11, 2004

         NASHVILLE, Tenn., November 11, 2004 -- HCA (NYSE: HCA) announced today
that it is extending for one day the expiration date of its previously announced
tender offer to purchase up to 61,000,000 shares of its common stock to 5:00
p.m., New York City time, on November 11, 2004. The tender period is being
extended for one day at the request of the New York Stock Exchange to
accommodate the double day settlement created by the Veterans' Day holiday.

         As a result of the extension, the holders of common stock will have
until 5:00 p.m., New York City time, on Thursday, November 11, 2004 to validly
tender their shares of common stock, unless the offer is further extended. The
tender offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal. Shareholders should read the Offer to Purchase and
related materials because they contain important information.

         Shareholders that have already tendered their shares do not need to
take any action unless they wish to change their instructions.

         A total of approximately 92,657,716 shares of common stock have been
deposited under the tender offer as of November 10, 2004, including shares
tendered through notice of guaranteed delivery.

         Questions and requests for assistance may be directed to Georgeson
Shareholder Communications, Inc., our Information Agent, and Merrill Lynch &
Co., our Lead Dealer Manager, in each case at the telephone numbers and
addresses set forth on the back cover of the Offer to Purchase. You may request
additional copies of the Offer to Purchase and other Offer documents from the
Information Agent at the telephone number and address on the back cover of the
Offer to Purchase.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This press release contains forward-looking statements based on current
management expectations, including statements regarding the Company's
expectations regarding the results of the tender offer. Those forward-looking
statements include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any forward-looking
statements. These factors include, but are not limited to (i) the number of
shares validly tendered and the price at





which the Company finally determines to purchase shares in the tender offer,
(ii) the increased leverage resulting from the financing of the tender offer,
(iii) increases in the amount and risk of collectability of uninsured accounts
and deductibles and co-pay amounts for insured accounts, (iv) the ability to
achieve operating and financial targets, achieve expected levels of patient
volumes and control the costs of providing services, (v) the highly competitive
nature of the health care business, (vi) the efforts of insurers, health care
providers and others to contain health care costs, (vii) possible changes in the
Medicare and Medicaid programs that may impact reimbursements to health care
providers and insurers, (viii) the ability to attract and retain qualified
management and personnel, including affiliated physicians, nurses and medical
support personnel, (ix) potential liabilities and other claims that may be
asserted against the Company, (x) fluctuations in the market value of the
Company's common stock, (xi) the impact of the Company's charity care and
self-pay discounting policy changes, (xii) changes in accounting practices,
(xiii) changes in general economic conditions, (xiv) future divestitures which
may result in charges, (xv) changes in revenue mix and the ability to enter into
and renew managed care provider arrangements on acceptable terms, (xvi) the
availability and terms of capital to fund the expansion of the Company's
business, (xvii) changes in business strategy or development plans, (xviii)
delays in receiving payments for services provided, (xix) the possible enactment
of Federal or state health care reform, (xx) the outcome of pending and any
future tax audits, appeals and litigation associated with the Company's tax
positions, (xxi) the outcome of the Company's continuing efforts to monitor,
maintain and comply with appropriate laws, regulations, policies and procedures
and the Company's corporate integrity agreement with the government, (xxii)
changes in Federal, state or local regulations affecting the health care
industry, (xxiii) the ability to successfully integrate the operations of Health
Midwest, (xxiv) the ability to develop and implement the payroll and human
resources information systems within the expected time and cost projections and,
upon implementation, to realize the expected benefits and efficiencies, (xxv)
the continuing impact of the recent hurricanes on the Company's Florida
facilities and the ability to obtain recoveries under the Company's insurance
policies, and (xxvi) other risk factors detailed in the Company's filings with
the SEC. Many of the factors that will determine the Company's future results
are beyond the ability of the Company to control or predict. In light of the
significant uncertainties inherent in the forward-looking statements contained
herein, readers should not place undue reliance on forward-looking statements,
which reflect management's views only as of the date hereof. The Company
undertakes no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise. Notwithstanding any statement in this
press release, the safe harbor protections of the Private Securities Litigation
Reform Act of 1995 do not apply to statements made in connection with a tender
offer.

         All references to "Company" and "HCA" as used throughout this document
refer to HCA Inc. and its affiliates.

EX-99.A.5.J

                                                              EXHIBIT (a)(5)(J)




(HCA INC. LOGO)

                              FOR IMMEDIATE RELEASE


INVESTOR CONTACT:                                               MEDIA CONTACT:
Mark Kimbrough                                                  Jeff Prescott
(615) 344-2688                                                  (615) 344-5708

                               HCA INC. ANNOUNCES
                       PRELIMINARY RESULTS OF TENDER OFFER

         NASHVILLE, Tenn., November 12, 2004 -- HCA Inc. (NYSE: HCA) announced
today the preliminary results of its modified "Dutch" auction tender offer to
purchase up to 61,000,000 shares of the company's common stock, which expired at
5:00 p.m., New York City time, on November 11, 2004.

         Based on the preliminary count by National City Bank, the depositary
for the tender offer, approximately 62,568,220 shares of common stock were
properly tendered and not withdrawn at a price at or below $39.75 per share,
including shares that were tendered through notice of guaranteed delivery. HCA
intends to exercise its right to purchase additional shares of common stock
without extending the tender offer in accordance with applicable securities
laws. Accordingly, HCA expects to purchase an aggregate of approximately
62,568,220 shares at a purchase price of $39.75 per share.

         The number of shares to be purchased and the price per share are
preliminary, are based on the shares tendered through notice of guaranteed
delivery being validly tendered and are subject to verification by the
depositary, and are therefore subject to change. It is anticipated that the
tender offer for the shares of common stock will not be subject to proration.
The actual number of shares purchased, the final purchase price and the
proration factor, if any, will be announced promptly following completion of the
verification process. Payment for the shares accepted for purchase, and return
of all other shares tendered, will occur promptly after completion of the final
purchase price and proration computations, if applicable.

         Any questions with regard to the tender offer may be directed to
Georgeson Shareholder Communications, Inc., the information agent, at (888)
264-7052. The lead dealer manager for the tender offer was Merrill Lynch & Co.
and the dealer manager for the tender offer was JPMorgan.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This press release contains forward-looking statements based on current
management expectations, including statements regarding the Company's
expectations regarding the results of the tender offer. Those forward-looking
statements include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any forward-looking
statements. These factors include, but are not limited to (i) the number of
shares validly tendered and the price at which the Company finally determines to
purchase shares in the tender offer, (ii) the increased



leverage resulting from the financing of the tender offer, (iii) increases in
the amount and risk of collectability of uninsured accounts and deductibles and
co-pay amounts for insured accounts, (iv) the ability to achieve operating and
financial targets, achieve expected levels of patient volumes and control the
costs of providing services, (v) the highly competitive nature of the health
care business, (vi) the efforts of insurers, health care providers and others to
contain health care costs, (vii) possible changes in the Medicare and Medicaid
programs that may impact reimbursements to health care providers and insurers,
(viii) the ability to attract and retain qualified management and personnel,
including affiliated physicians, nurses and medical support personnel, (ix)
potential liabilities and other claims that may be asserted against the Company,
(x) fluctuations in the market value of the Company's common stock, (xi) the
impact of the Company's charity care and self-pay discounting policy changes,
(xii) changes in accounting practices, (xiii) changes in general economic
conditions, (xiv) future divestitures which may result in charges, (xv) changes
in revenue mix and the ability to enter into and renew managed care provider
arrangements on acceptable terms, (xvi) the availability and terms of capital to
fund the expansion of the Company's business, (xvii) changes in business
strategy or development plans, (xviii) delays in receiving payments for services
provided, (xix) the possible enactment of Federal or state health care reform,
(xx) the outcome of pending and any future tax audits, appeals and litigation
associated with the Company's tax positions, (xxi) the outcome of the Company's
continuing efforts to monitor, maintain and comply with appropriate laws,
regulations, policies and procedures and the Company's corporate integrity
agreement with the government, (xxii) changes in Federal, state or local
regulations affecting the health care industry, (xxiii) the ability to
successfully integrate the operations of Health Midwest, (xxiv) the ability to
develop and implement the payroll and human resources information systems within
the expected time and cost projections and, upon implementation, to realize the
expected benefits and efficiencies, (xxv) the continuing impact of the recent
hurricanes on the Company's Florida facilities and the ability to obtain
recoveries under the Company's insurance policies, and (xxvi) other risk factors
detailed in the Company's filings with the SEC. Many of the factors that will
determine the Company's future results are beyond the ability of the Company to
control or predict. In light of the significant uncertainties inherent in the
forward-looking statements contained herein, readers should not place undue
reliance on forward-looking statements, which reflect management's views only as
of the date hereof. The Company undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
Notwithstanding any statement in this press release, the safe harbor protections
of the Private Securities Litigation Reform Act of 1995 do not apply to
statements made in connection with a tender offer.

         All references to "Company" and "HCA" as used throughout this document
refer to HCA Inc. and its affiliates.