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): October 23, 2006
(October 23, 2006)
(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
(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)
ý 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
October 23, 2006, HCA Inc., a Delaware corporation (“HCA”), issued the press release
attached hereto as Exhibit 99.1 in which HCA announced that in connection with its ongoing tender
offer for certain of its outstanding notes it had received the requisite consents necessary to
approve proposed amendments to its Indenture dated as of December 16, 1993 (as amended and
supplemented) (the “Indenture”), between the Company and The Bank of New York (successor to Bank
One Trust Company, N.A., as trustee, which succeeded The First National Bank of Chicago). The
proposed amendments to the Indenture will only amend the terms of the Indenture as it relates to
HCA’s outstanding 8.850% Medium Term Notes due 2007 (CUSIP No. 19767QAJ4), 7.000% Notes due 2007
(CUSIP No. 197677AL1), 7.250% Notes due 2008 (CUSIP No. 197677AK3), 5.250% Notes due 2008 (CUSIP
No. 404119AK5) and 5.500% Notes due 2009 (CUSIP No. 404119AM1) and not any other notes issued
pursuant to the Indenture. The tender offers and consent solicitations are being conducted in
connection with HCA’s previously announced agreement to merge with an entity controlled by Bain
Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and ML Global Private Equity Fund, L.P.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit 99.1
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Press Release dated October 23, 2006 |