-----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, NlHkxqKnlw05PM/Fdb6LoMNwoIvlC3qvNFlIQWfQaAACEG4K5KAcLJQceLDwLVAL MJFzb04G1jzIhk520JYhDw== 0001104659-09-036892.txt : 20090605 0001104659-09-036892.hdr.sgml : 20090605 20090605141106 ACCESSION NUMBER: 0001104659-09-036892 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090313 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MICHELSON MICHAEL W CENTRAL INDEX KEY: 0001182415 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 09876619 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 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 4/A 1 a4a.xml 4/A X0303 4/A 2009-03-13 2009-03-18 0 0000860730 HCA INC/TN HCA INC. 0001182415 MICHELSON MICHAEL W C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 1 0 0 1 See Footnotes Common Stock 2009-03-13 4 J 0 952087.983 42.10 D 3949873.017 I Held through Hercules Holding II, LLC by KKR PEI Investments, L.P. Common Stock 2009-03-13 4 J 0 952087.983 42.10 A 952087.983 I Held through Hercules Holding II, LLC by 8 North America Investor L.P. Common Stock 319411 I Held through Hercules Holding II, LLC by KKR Partners III, L.P. Common Stock 196078 I Held through Hercules Holding II, LLC by OPERF Co-Investment L.L.C. Common Stock 9313725 I Held through Hercules Holding II, LLC by KKR Millennium Fund L.P. Common Stock 8642157 I Held through Hercules Holding II, LLC by KKR 2006 Fund L.P. Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. indirectly own 23,373,332 Shares as follows: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (4)) PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (5)) Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (6)) such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (7)) Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. PEI Investments directly owns 3,949,873.017 units of Hercules Holding II, LLC (after giving effect to both the initial transfer and the post-closing adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, (continued in footnote (9)) may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. KKR Partners III directly owns 319,411 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. OPERF Co-Investment, L.L.C. directly owns 196,078 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. KKR Millennium Fund L.P. directly owns 9,313,725 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. KKR 2006 Fund L.P. directly owns 8,642,157 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. Mr. Michelson, an executive of Kohlberg Kravis Roberts & Co. L.P., is a member of the Issuer's board of directors. Mr. Michelson is also a member of KKR PEI GP Limited , KKR & Co. L.L.C. and of certain entities that may be deemed to share voting and dispositive power with respect to the Shares held by KKR Partners III, OPERF Co-Investment, L.L.C., KKR Millennium Fund L.P. and KKR 2006 Fund L.P. described above. As a member of the entities listed or described in the preceding sentence, Mr. Michelson may be deemed to share voting and dispositive power with respect to the Shares held by the KKR Millennium Fund L.P., KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC. Mr. Michelson disclaims that he is the owner (beneficial or otherwise) of any shares beneficially owned by such entities. Power of Attorney of Reporting Person (incorporated by reference to Exhibit 24.1 to the Form 3 filed by Michael W. Michelson with respect to HCA Inc. on April 29, 2008). /s/ William J. Janetschek by Power of Attorney for Reporting Persons Name: William Janetschek Title: Attorney-in-Fact 2009-06-05 -----END PRIVACY-ENHANCED MESSAGE-----