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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
HCA Inc.
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(Name of Issuer)
Voting Common Stock, $.01 par value per share
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(Title of Class of Securities)
404119109
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No.: 404119109
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(1) Names of reporting persons and
I.R.S. Identification No. (entities only):
Retirement Committee of the HCA 401(k) Plan, EPIC Healthcare Group, Inc. Profit
Sharing Plan and HealthTrust, Inc. - The Hospital Company 401(k) Retirement
Program
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(2) Check the appropriate box if a member of a group* (a) [ ]
(b) [ ]
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(3) SEC use only
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(4) Citizenship or place of organization: Not applicable
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(5) Sole Voting Power: 30,784,519
Number of --------------------------------------------------------------
Shares
Beneficially (6) Shared Voting Power: 0
Owned by
Each --------------------------------------------------------------
Reporting
Person (7) Sole Dispositive Power: 30,784,519
With
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(8) Shared Dispositive Power : 0
(9) Aggregate amount beneficially owned by each reporting person: 30,784,519
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(10) Check box if the aggregate amount in row (9) excludes certain shares [ ]
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(11) Percent of class represented by amount in row (9): 6.0%
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(12) Type of reporting person: EP
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ITEM 1.
(A) NAME OF ISSUER:
HCA Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Park Plaza
Nashville, Tennessee 37203
ITEM 2.
(A) NAME OF PERSON FILING
Retirement Committee (the "Retirement Committee") of HCA
401(k) Plan, EPIC Healthcare Group, Inc. Profit Sharing
Plan and HealthTrust, Inc. . - The Hospital Company
401(k) Retirement Program (collectively referred to
herein as the "Plans"), as a named fiduciary under the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), for each of the Plans. Actions of the
Retirement Committee are taken by the vote of a majority
of its members. The members of the Retirement Committee
at December 31, 2001 were David G. Anderson, Paul W.
Rutledge, John M. Franck II, A. Bruce Moore, Jr. and
Philip R. Patton. The filing of this statement shall not
be construed as an admission that any such person is,
for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any of the
securities covered by this statement, and such
beneficial ownership is hereby disclaimed on behalf of
each such individual except to the extent of any such
securities which may be held on behalf of any such
individual as a participant in one of the Plans.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
One Park Plaza
Nashville, Tennessee 37203
(C) CITIZENSHIP
Not applicable.
(D) TITLE OF CLASS OF SECURITIES
Voting Common Stock, $.01 par value per share
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(E) CUSIP NUMBER
404119109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b),
OR SS. 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING
IS A:
(f) [X] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F)
ITEM 4. OWNERSHIP
(a) Amount beneficially owned as of December 31, 2001:
30,784,519
(b) Percent of Class:
6.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
30,784,519
(ii) shared power to vote or to direct the vote: 0
(ii) sole power to dispose or to direct the
disposition of: 30,784,519
(iii) shared power to dispose or to direct the
disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
All of the shares of Common Stock held by each of the Plans are
held on behalf of employees and former employees of HCA Inc. and
its subsidiaries who are participants in the Plans. Under the
terms of each of the Plans, participants in the Plans have the
right to receive the proceeds from the sale of the shares held
for their benefit by the Plans and to have dividends on such
shares reinvested in the Plans. The Retirement Committee may
direct the disposition of the shares held
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by each of the Plans only in accordance with the terms of the
Plans and its fiduciary obligations under ERISA.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
[The remainder of this page is blank.]
ITEM 10. CERTIFICATIONS
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable 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.
Dated: March 29, 2002
RETIREMENT COMMITTEE OF THE HCA 401(k) PLAN,
EPIC HEALTHCARE GROUP, INC. PROFIT SHARING
PLAN AND HEALTHTRUST, INC. - THE HOSPITAL
COMPANY 401(K) RETIREMENT PROGRAM
By: /s/ Philip R. Patton
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Name: Philip R. Patton
Title: Committee Member