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 8, 2006 (November 8, 2006)
HCA INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-11239
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75-2497104 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| One Park Plaza, Nashville, Tennessee
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37203 |
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| (Address of principal executive offices)
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(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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
November 8, 2006, HCA Inc., a Delaware corporation (“HCA”), issued the press release
attached hereto as Exhibit 99.1 in which HCA announced that HCA
and the other named parties have
entered into a memorandum of understanding with plaintiffs’ counsel in connection with six
purported class action lawsuits, previously consolidated, filed in the Chancery Court for Davidson
County, Tennessee in connection with the proposed acquisition of HCA by affiliates of Bain Capital,
Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity and HCA Founder Dr. Thomas F.
Frist, Jr.
Under
the terms of the memorandum, HCA, the other named parties and the plaintiffs have
agreed to settle the lawsuit subject to court approval. If the court approves the settlement
contemplated in the memorandum, the lawsuit will be dismissed with
prejudice. HCA and the other defendants deny all of the
allegations in the lawsuit. Pursuant to the terms of the memorandum, Hercules Holding II, LLC, the entity formed by
the investor group in connection with the proposed transaction, has agreed to waive that portion in
excess of $220 million of any termination fee that it has a right to receive under the merger
agreement. Also, HCA and the other parties have agreed not to
assert that a shareholder’s demand for appraisal is untimely
under Section 262 of the General
Corporation Law of the State of Delaware (the “DGCL”) where such shareholder has submitted a
written demand for appraisal within 30 calendar days of the shareholders meeting held to adopt the
merger agreement (with any such deadline being extended to the following business day should the
30th day fall on a holiday or weekend). HCA and the
other parties also have agreed
not to assert that (i) the surviving corporation in the merger or a
shareholder who is entitled to appraisal rights may not file a
petition in the Court of Chancery of the State of Delaware demanding
a determination of the value of the shares held by all such
shareholders if such petition is not filed within 120 days of the
effective time of the merger so long as such petition is filed within
150 days of the effective time, (ii) a shareholder may not withdraw
such shareholder’s demand for appraisal and accept the terms
offered by the merger if such withdrawal is not made within 60 days
of the effective time of the merger so long as such withdrawal is
made within 90 days of the effective time of the merger, and (iii)
that a shareholder may not, upon written request, receive from the
surviving corporation a statement setting forth the aggregate number
of shares not voted in favor of the merger with respect to which
demands for appraisal have been received and the aggregate number of
holders of such shares if such request is not made within 120 days of
the effective time of the merger so long as such request is
made within 150 days of the effective time.
The memorandum will be null and void and of no force and effect if the merger is not approved
by the affirmative vote of a majority of the shares of common stock outstanding and entitled to
vote at the meeting, the merger agreement is terminated under circumstances where the merger has
not been previously consummated or final court approval of the
settlement of the aforementioned class action
lawsuits does not occur for any reason. In addition, the plaintiffs will have the right to
terminate the memorandum if a majority of the shares voted on the
proposal to adopt the merger agreement (excluding shares held by
Dr. Frist and certain entities affiliated with Dr. Frist)
are not voted “for” such proposal.
In addition, pursuant to the terms of the memorandum, HCA has agreed to provide additional
information to shareholders through publicly available filings in order to supplement the proxy
statement that has been provided to HCA’s shareholders in connection with the special meeting of
shareholders concerning the proposed merger to occur on November 16, 2006, at 11:00 a.m., local
time, at HCA’s executive offices located at One Park Plaza, Nashville, Tennessee 37203. HCA has
filed the supplemental disclosures with the Securities and Exchange Commission, but HCA does not
make any admission that such supplemental disclosures are material.
Important Additional Information Regarding the Merger Has Been Filed with the SEC
In connection with the proposed merger, HCA has filed a definitive proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO. Investors and security holders may obtain a free copy of the definitive proxy
statement and other documents filed by HCA at the Securities and Exchange Commission’s web site at
http://www.sec.gov/. The definitive proxy statement and such other documents may also be obtained
for free from HCA by directing such request to HCA Inc., Office of Investor Relations, One Park
Plaza, Nashville, Tennessee 37203, telephone: (615) 344-2068.
HCA and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its shareholders in connection
with the proposed merger. Information concerning the interests of HCA’s participants in the
solicitation, which may be different than those of HCA shareholders generally, is set forth in
HCA’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the proxy statement relating to the merger.