-----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, Fgw+E7NTy0NaNjEzpL102GNKprbKxcqPqBPbXo1DLKsqwh95BTbp6QGMzy0j9PFE 1/zUr2GB3o6k+etmKfH5jg== 0000950144-06-011015.txt : 20061116 0000950144-06-011015.hdr.sgml : 20061116 20061116171704 ACCESSION NUMBER: 0000950144-06-011015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061116 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 061224149 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 8-K 1 g04386e8vk.htm HCA INC. HCA Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2006 (November 16, 2006)
HCA INC.
 
(Exact name of registrant as specified in charter)
         
Delaware   001-11239   75-2497104
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
One Park Plaza, Nashville, Tennessee   37203
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (615) 344-9551
Not applicable
 
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


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Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated November 16, 2006


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Item 8.01. Other Events.
     On November 16, 2006, HCA Inc., a Delaware corporation (“HCA”), issued the press release attached hereto as Exhibit 99.1 in which HCA announced that the shareholders of HCA voted to adopt the Agreement and Plan of Merger, dated as of July 24, 2006, by and among HCA, Hercules Holding II, LLC and Hercules Acquisition Corp., at a special meeting of HCA’s shareholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1             Press Release dated November 16, 2006

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HCA INC.
 
 
  By:   /s/ John M. Franck II    
    Name:   John M. Franck II   
    Title:   Vice President and Corporate Secretary   
 
Date: November 16, 2006

 


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EXHIBIT INDEX
Exhibit 99.1             Press Release dated November 16, 2006

 

EX-99.1 2 g04386exv99w1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 16, 2006 Ex-99.1
 

Exhibit 99.1
 
HCA   news
 
     
  FOR IMMEDIATE RELEASE
     
Investor Contact:   Media Contact:
Mark Kimbrough
(615) 344-2688
  Jeff Prescott
(615) 344-5708
HCA Shareholders Approve Merger with Private Equity Consortium
Nashville, Tenn., Nov 16, 2006 -— HCA Inc. (NYSE: HCA) announced today that shareholders have voted to approve the proposed merger agreement providing for the acquisition of HCA by an investor group including Bain Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity, HCA Founder Dr. Thomas F. Frist, Jr. and HCA management.
Based upon the preliminary tally of shares voted, 320.3 million shares were voted at the special meeting, representing 82% of HCA’s total outstanding voting shares. Of those shares voting, 283.5 million shares voted in favor of the adoption of the merger agreement, representing 72.9% of HCA’s total outstanding voting shares.
Under the terms of the merger agreement, HCA shareholders will receive $51 in cash, without interest, for each share of HCA common stock held. The transaction is anticipated to close on November 17.
About HCA
HCA Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Inc. and partnerships and joint ventures in which such subsidiaries are partners. At September 30, 2006, these affiliates owned and operated 172 hospitals, 95 freestanding surgery centers and facilities which provided extensive outpatient and ancillary services. Affiliates of HCA Inc. are also partners in joint ventures that own and operate seven hospitals and seven freestanding surgery centers which are accounted for using the equity method. The Company’s facilities are located in 21 states, England and Switzerland.
Forward looking statements
This press release contains forward-looking statements based on current HCA management expectations. 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, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against HCA and others relating to the merger agreement; (3) court approval of the memorandum of understanding in connection with the settlement of the six consolidated purported class action lawsuits filed in connection with the merger; (4) the inability to complete the merger due to the failure to satisfy any conditions to completion of the merger; (5) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the merger; (6) the failure of the merger to close for any other reason; (7) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (8) the effect of the announcement of the merger on our customer relationships, operating results and business generally; (9) the ability to recognize the benefits of the merger; (10) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (11) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond HCA’s ability to control or predict. HCA 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.
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