COLUMBIA HCA HEALTHCARE CORP/
SC 13G, 2000-02-14
GENERAL MEDICAL & SURGICAL HOSPITALS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G
                                 (RULE 13D-102)

                       Columbia/HCA Healthcare Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                  Voting Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    197677107
                             -----------------------
                                 (CUSIP Number)


                                December 31, 1999
          ------------------------------------------------------------
             (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.:  197677107

- --------------------------------------------------------------------------------

(1)   Names of reporting persons and
      I.R.S. Identification No. (entities only):

Retirement Committee of the Columbia/HCA Healthcare Corporation Salary Deferral
Plan, Columbia/HCA Heathcare Corporation Stock Bonus Plan, EPIC Profit Sharing
Plan and HealthTrust 401(k) Retirement Program
- --------------------------------------------------------------------------------
(2)   Check the appropriate box if a member of a group*                (a) [ ]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
(3)   SEC use only


- --------------------------------------------------------------------------------
(4)   Citizenship or place of organization: Not applicable


- --------------------------------------------------------------------------------
                    (5)   Sole Voting Power:        37,264,644
Number of
Shares              ------------------------------------------------------------
Beneficially        (6)   Shared Voting Power:          0
Owned by
Each                ------------------------------------------------------------
Reporting           (7)   Sole Dispositive Power:   37,264,644
Person
With                ------------------------------------------------------------
                    (8)   Shared Dispositive Power:     0

- --------------------------------------------------------------------------------
(9)   Aggregate amount beneficially owned by each reporting person: 37,264,644


- --------------------------------------------------------------------------------
(10)  Check box if the aggregate amount in row (9) excludes certain shares  [ ]


- --------------------------------------------------------------------------------
(11)  Percent of class represented by amount in row (9):  6.6%


- --------------------------------------------------------------------------------
(12)  Type of reporting person:                                  EP


- --------------------------------------------------------------------------------

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ITEM 1.

            (A)   NAME OF ISSUER:

                  Columbia/HCA Healthcare Corporation

            (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 the
                  Columbia/HCA Healthcare Corporation Salary Deferral Plan,
                  Columbia/HCA Healthcare Corporation Stock Bonus Plan, EPIC
                  Profit Sharing Plan and HealthTrust 401(k) Retirement
                  Program (each referred to herein as a "Plan"), 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, 1999 were David G. Anderson,
                  Richard Bracken, 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

            (E)   CUSIP NUMBER

                  197677107

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ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
             OR (C), CHECK WHETHER THE PERSON FILING IS A:

             (f) [X] An employee benefit plan or endowment fund in accordance
             with Rule 13d-1(b)(1)(ii)(F)

ITEM 4.      OWNERSHIP

      (a)    Amount beneficially owned as of December 31, 1999:

             37,264,644

      (b)    Percent of Class:

             6.6%

      (c)    Number of shares as to which such person has:

             (i)   sole power to vote or to direct the vote:37,264,644

             (ii)  shared power to vote or to direct the vote: 0

             (iii) sole power to dispose or to direct the disposition of:
                   37,264,644

             (iv)  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 Columbia/HCA
             Healthcare Corporation 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



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             the shares held 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.]



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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: February 14, 2000

                                         RETIREMENT COMMITTEE OF THE
                                         COLUMBIA/HCA HEALTHCARE CORPORATION
                                         SALARY DEFERRAL PLAN, COLUMBIA/HCA
                                         HEALTHCARE CORPORATION STOCK BONUS
                                         PLAN, EPIC PROFIT SHARING PLAN AND
                                         HEALTHTRUST 401(K) RETIREMENT PROGRAM


                                         By: /S/ David G. Anderson
                                            -----------------------------------
                                         Name:  David G. Anderson
                                         Title: Committee Member


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