Edgar Filing: HCA INC/TN

SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

HCA INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

404119109

(CUSIP Number)

John Evangelakos
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000

With copies to:


Merrill Lynch, Pierce, Fenner &	Frank J. Marinaro, Esq.	James P. Gerkis, Esq.
Smith Incorporated	Merrill Lynch & Co., Inc.	Jeffrey A. Horwitz, Esq.
4 World Financial Center	4 World Financial Center	Proskauer Rose LLP
North Tower	North Tower	1585 Broadway
New York, NY 10080	New York, NY 10080	New York, New York 10036-8299
Telephone: (212) 449-1000	Telephone: (212) 449-1000	Telephone: (212) 969-3000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 24, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS


	Item 1 Security and Issuer
	Item 2 Identity and Background
	Item 4. Purpose of Transaction
	Item 5 Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7 Material to be Filed as Exhibits
SIGNATURES
SCHEDULE I
SCHEDULE II
SCHEDULE III
SCHEDULE IV
EX-99.18: POWER OF ATTORNEY
EX-99.19: CERTIFICATE OF AUTHORITY


CUSIP No.		CUSIP NO. 404119109

NAMES OF REPORTING PERSONS:

Merrill Lynch Bank USA

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Utah

SOLE VOTING POWER:

NUMBER OF

0 Shares (1)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,245,921.01 Shares (1)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 Shares (1)

WITH

SHARED DISPOSITIVE POWER:

1,245,921.01 Shares (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,245,921.01 Shares (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.3%(1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed jointly by: (a) Frisco, Inc., Frisco Partners, Thomas F. Frist, Jr., Patricia Champion Frist, Patricia Frist Elcan, William Robert Frist and Thomas F. Frist III (collectively, the “Family Investors”); (b) Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc. and Merrill Lynch Trust Company, FSB (collectively, the “Merrill Group”) and Merrill Lynch Bank USA (together with the Merrill Group, the “Merrill Entities”); (c) Citigroup Inc. (“Citigroup”); and (d) Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation and Banc of America Securities LLC (collectively, the “Bank of America Entities”) (the Family Investors, the Merrill Entities, Citigroup and the Bank of America Entities, collectively, the “Reporting Persons”)¹ to amend the Schedule 13D filed by the Family Investors, the Merrill Group, Citigroup and the Bank of America Entities on August 4, 2006 (the “Schedule 13D”), with respect to the common stock, par value $.01 per share (the “Common Stock”), of HCA Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”).

Except as otherwise described herein, the information contained in the Schedule 13D remains in effect, and unless otherwise indicated herein, capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Schedule 13D.

Item 2. Identity and Background

The subsection captioned “Merrill Entities” of Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“Merrill Entities:

Merrill Lynch Professional Clearing Corp. is a direct wholly owned subsidiary of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Financial Markets, Inc. are each direct wholly owned subsidiaries of Merrill Lynch & Co., Inc. Merrill Lynch International, Merrill Lynch Trust Company, FSB and Merrill Lynch Bank USA are indirect subsidiaries of Merrill Lynch & Co., Inc. ML Global Private Equity Fund, L.P. is an affiliate of the Merrill Entities and signatory to a Guarantee, the Interim Investors Agreement and an Equity Commitment Letter (as each is defined below). ML Global Private Equity Fund, L.P. does not beneficially own any Common Stock and is not a Reporting Person.

Merrill Lynch & Co., Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Merrill Lynch Professional Clearing Corp. and Merrill Lynch Financial Markets, Inc. are each corporations organized under the laws of Delaware. Merrill Lynch International is a company incorporated under the laws of England and Wales. Merrill Lynch Trust Company, FSB is a Federal savings bank organized under U.S. Federal law. Merrill Lynch Bank USA is organized as a Utah industrial bank whose deposits are insured by the Federal Deposit Insurance Corporation.”

Further, Schedules I and II of Item 2 of the Schedule 13D hereby are amended and supplemented by the information found on Schedules I and II, respectively, hereto to include information with respect to Merrill Lynch Bank USA.


¹		Neither the present filing nor anything contained herein shall be construed as an admission that (a) any Reporting Person constitutes a “person” for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, as amended, or (b) any combination of Reporting Persons constitutes a “group” for any purpose.

Further, the subsection captioned “Merrill Entities” of Schedules III and IV of the Schedule 13D hereby are amended and restated by the information found on Schedules III and IV, respectively, hereto.

Item 4. Purpose of Transaction

The last sentence of Item 4 of the Schedule 13D is hereby amended and supplemented to add the following sentences:

“Although no Reporting Person has any specific plan or proposal to purchase or sell shares of Common Stock, depending on various factors, including, without limitation, the Company’s financial position and business strategy, price levels of shares of Common Stock, conditions in the securities market and general economic and industry conditions, each of the Reporting Persons may, acting either jointly or independently with respect to any other Reporting Person, take such actions in the future with respect to its investment in the Company as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of its shares of Common Stock or engaging in any hedging or similar transactions with respect to Common Stock in the ordinary course of its business. Notwithstanding the foregoing, the Frist Entities are subject to certain lock-up provisions, pursuant to the Interim Investors Agreement attached as an exhibit to the Schedule 13D, that restrict their ability to transfer shares of Common Stock, and the Frist Entities have committed to deliver to Parent 15,686,275 shares of Common Stock pursuant to the Equity Commitment Letter attached as an exhibit to the Schedule 13D. Except as set forth in this Amendment No. 1, the Schedule 13D and the exhibits attached thereto, none of the Reporting Persons has any present plans or intentions that would result in or relate to any of the actions set forth in subparagraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, and each Reporting Person reserves the right to develop such plans or proposals and to acquire additional Common Stock or other securities of the Company or to dispose of Common Stock or other securities of the Company, in each case, in the open market, in privately negotiated transactions or in any other lawful manner.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented to add the following sentences to the subsection entitled “Merrill Entities”:

“Merrill Lynch Bank USA is the beneficial owner of approximately 1,245,912.01 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.32% of all shares of Common Stock outstanding.

Tom Sweeney, a director of Merrill Lynch, Pierce, Fenner & Smith Incorporated, is deemed the beneficial owner of 100 shares of Common Stock with respect to which has shared voting and investment power, and which represents approximately less than 1% of all shares of Common Stock outstanding.”

The subsection captioned “Citigroup” of Schedule III of Item 5(c) of the Schedule 13D is hereby amended and supplemented to add transactions in the Common Stock which, to the knowledge of Citigroup, have been effected during the preceding 60 days (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers) for Citigroup Derivatives Markets, Inc., a wholly owned subsidiary of Citigroup.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The last paragraph of Item 6 of the Schedule 13D is hereby amended and supplemented to add the following sentences:

“Schedule V attached hereto sets forth a list of options to sell Common Stock (“Put Options”) and options to purchase Common Stock (“Call Options”) acquired by certain of the Merrill Entities on the open market. The Put Options and Call Options were transacted in the ordinary course of business.

From June 1 through July 28, 2006, Citigroup purchased call options on the open market to purchase an aggregate of 980,500 shares of Common Stock of the Company at a purchase price per share ranging from $0.05 to $34.80, for an exercise price per share ranging from $15.00 to $60.00. Citigroup may exercise such call options until the respective expiration periods of the call options ending June 17, 2006 through January 17, 2009 occur.

During that period, Citigroup sold call options on the open market to purchase an aggregate of 1,003,500 shares of Common Stock of the Company at a purchase price per share ranging from $0.05 to $31.62, for an exercise price per share ranging from $20.00 to $60.00. Citigroup may exercise such call options until the respective expiration periods of the call options ending June 17, 2006 through January 17, 2009 occur.

From June 1 through July 28, 2006, Citigroup purchased put options on the open market to sell an aggregate of 462,000 shares of Common Stock of the Company at a price per share ranging from $0.05 to $10.50, for an exercise price per share ranging from $30.00 to $55.00. Citigroup may exercise such put options until the respective expiration periods of the put options ending June 17, 2006 through January 17, 2009 occur.

During that period, Citigroup sold put options on the open market to sell an aggregate of 464,400 shares of Common Stock of the Company at a purchase price per share ranging from $0.05 to $10.50, for an exercise price per share ranging from $15.00 to $55.00. Citigroup may exercise such put options until the respective expiration periods of the put options ending June 17, 2006 through January 17, 2009 occur.

Except as described in Items 4, 5 and 6, none of the Reporting Persons or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule II, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.”

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by the addition of the following Exhibit references:


Exhibit		Description

99.18		Power of Attorney granted by Merrill Lynch Bank USA

99.19		Certificate of authority to sign, Citigroup Inc.

SIGNATURES