HCA INC/TN HCA

election_required = True...Plan, who: (1) tenders all Shares owned beneficially or of record by the Odd Lot Holder at a price at or below the Purchase Price selected by us (tenders of less than all of the Shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • Second, after the purchase of all of the Shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares tendered (including participants in the Amended and Restated HCA Employee Stock Purchase P...

expiry = 2004-11-10...(A) Offer to Purchase for Cash Up to 61,000,000 Shares of its Common Stock at a Purchase Price not greater than $41.00 nor less than $35.00 per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED. HCA Inc., a Delaware corporation (the “Company” or “HCA”), invites our shareholders to tender up to 61,000,000 shares of our common stock, $0.01 par value per share (the “Shares”), for purchase by us at a pri...

listed = True...e upon exercise of outstanding stock options under our stock option plans. The 61,000,000 Shares that we are offering to purchase pursuant to the Offer represent approximately 12.6% of our Shares outstanding as of September 30, 2004. The Shares are listed and traded on the NYSE under the symbol “HCA.” On October 12, 2004, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $37.37 per Share. Shareholders are urged to obtain current market quotations for the Shares prior to making your decision whether or not to tender pursuant to the Offer. See Section 8...

must_tender_all = True...ction 4. In what order will tendered Shares be purchased? First, we will purchase Shares from all holders of “odd lots” of less than 100 Shares (not including any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) who properly tender all of their Shares at or below the Purchase Price selected by us. Second, after purchasing all Shares from the “odd lot” holders, we will purchase Shares from all other shareholders (including participants in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) who properly tender Shares at or below the Purchase Price selected...

must_tender_all = True...hase would be below 61,000,000, then, to the extent feasible, we will select enough of the conditional tenders (including those that would otherwise have been deemed withdrawn pursuant to the immediately preceding paragraph, if such shareholders conditionally tendered all of their Shares) to permit us to purchase 61,000,000 Shares. In selecting these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their Shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of Shares to be purchased.” (9) The first senten...

price = USD 35.0-41.0...re commonly called a modified “Dutch” auction. This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $35.00 to $41.00 per Share. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 61,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and no...

price = USD 41.0...of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 61,000,000 shares of the outstanding common stock, par value $0.01 per share, at a price per share of $41.00 in cash. ** The amount of the filing fee equals $126.70 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934. x Check the box if any part of the...

threshold = 100...ed Delivery. We also reserve the right, but will not be obligated, to purchase all Shares properly tendered by any shareholder who tenders any Shares owned beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own beneficially or of record, an aggregate of fewer than 100 Shares. If we exercise this right, we will increase the number of Shares that we are offering to purchase in 12 Table of Contents the Offer by the number of Shares purchased through the exercise of the right, and to the extent required by applicable law, extend the Offer. Proration. If proration of tendered Shares is required, we will determine...

threshold = 100...llowing sentence: “The term “Odd Lots” means all Shares (other than Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) that are tendered by shareholders at prices at or below the Purchase Price selected by us (an “Odd Lot Holder”) who own beneficially or of record an aggregate of fewer than 100 Shares and so certify in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.” (4) The second sentence of the first full paragraph on page 17 of the Offer to Purchase under the heading “Procedures For Tendering Shares” is hereby amended by inserting the following phrase after the word “cou...

txn_type = TENDER_OFFEREX-99.A.1.A 2 g91199exv99waw1wa.htm EX-99.A.1.A OFFER TO PURCHASE DATED OCTOBER 13, 2004. exv99waw1wa Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash Up to 61,000,000 Shares of its Common Stock at a Purchase Price not greater than $41.00 nor less than $35.00 per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMB...

txn_type = TENDER_OFFER...nt on Schedule TO (as amended, the “Schedule TO”) filed by HCA Inc., a Delaware corporation (“HCA” or the “Company”), on October 13, 2004 pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with its offer to purchase for cash up to 61,000,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(...