SCHEDULE 13D
Table of Contents

 
 

UNITED STATES SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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 a copy to:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000
And copies to:
Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000
and
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention:
James P.Gerkis, Esq.
Jeffrey A. Horwitz, Esq.
Fax: (212) 969-2900
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
(Continued on following pages)
 
 


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Frisco, Inc.
   
  I.R.S. IDENTIFICATION NO.: 
 
  62-1091413
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   8,130,780 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    8,130,780 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,130,780 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.09% (1)
     
14   TYPE OF REPORTING PERSON:
   
  CO
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Frisco Partners
   
  I.R.S. IDENTIFICATION NO.:
 
  62-1094178
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Tennessee
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,553,420 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,553,420 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,533,420 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.39% (1)
     
14   TYPE OF REPORTING PERSON:
   
  PN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Thomas F. Frist, Jr.
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   5,617,642 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   11,353,396 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   5,638,369 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    11,353,396 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,991,765 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.38% (1)
     
14   TYPE OF REPORTING PERSON:
   
  IN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Patricia Champion Frist
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   45,498 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   16,946,267 Shares (1)
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   45,498 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    16,946,267 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,991,765 (1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.38% (1)
     
14   TYPE OF REPORTING PERSON:
   
  IN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Patricia Frist Elcan
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,899,645 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   9,664,200 Shares (1)
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,899,645 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    9,664,200 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  12,563,845 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.24% (1)
     
14   TYPE OF REPORTING PERSON:
   
  IN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

William Robert Frist
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   3,677,732 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   9,664,200 Shares (1)
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   3,677,732 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    9,664,200 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  13,341,932 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.44% (1)
     
14   TYPE OF REPORTING PERSON:
   
  IN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Thomas F. Frist III
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   253,519 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   9,664,200 Shares (1)
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   253,519 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    9,664,200 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  9,917,719 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.55% (1)
     
14   TYPE OF REPORTING PERSON:
   
  IN
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch Professional Clearing Corp.
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o NOT APPLICABLE
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  CO


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
10 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o Not Applicable
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON
   
  BD, IA, CO


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
11 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch Financial Markets, Inc.
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o Not Applicable
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  CO


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
12 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch International
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  England and Wales
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o Not Applicable
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  OO


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
13 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch & Co., Inc.
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o Not Applicable
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  HC, CO


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
14 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Merrill Lynch Trust Company, FSB
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Federal Savings Bank under US Federal law
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,245,912.01 Shares
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,245,912.01 Shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,245,912.01
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o Not Applicable
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  BK


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page 
15 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Citigroup Inc.*
   
   
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0 Shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,061,105 Shares**
       
9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0 Shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,061,105 Shares**
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,061,105 shares**
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o 
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.3%
     
14   TYPE OF REPORTING PERSON:
   
  HC
* This filing reflects securities directly beneficially owned by certain wholly owned subsidiaries of Citigroup Inc.
** Includes (i) 286,605 shares of Common Stock and (ii) 774,500 shares of Common Stock issuable upon the exercise of call options.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
16 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Bank of America Corporation
   
  I.R.S. IDENTIFICATION NO.:
 
  56-0906609
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   711,074 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   6,359 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   687,894 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    50,789 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  738,683 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.19% (1)
     
14   TYPE OF REPORTING PERSON:
   
  HC
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
17 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

NB Holdings Corporation
   
  I.R.S. IDENTIFICATION NO.:
 
  56-1857749
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   711,074 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   6,359 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   687,894 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    50,789 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  738,683 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.19% (1)
     
14   TYPE OF REPORTING PERSON:
   
  HC
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
18 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

NationsBanc Montgomery Holdings Corporation
   
  I.R.S. IDENTIFICATION NO.:
 
  56-2103478
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   247,701 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   247,701 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  247,701 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.06% (1)
     
14   TYPE OF REPORTING PERSON:
   
  HC
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


Table of Contents

                     
CUSIP No.
 
404119109 
13D Page  
19 
  of   
68 

 

           
1   NAMES OF REPORTING PERSONS:

Banc of America Securities LLC
   
  I.R.S. IDENTIFICATION NO.:
 
  56-2058405
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS:
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   247,701 Shares (1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0 Shares (1)
       
  9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   247,701 Shares (1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0 Shares (1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  247,701 (1)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.06% (1)
     
14   TYPE OF REPORTING PERSON:
   
  BD
(1) See Item 5 below for a description of the filing person’s interest in the securities of HCA Inc.


TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
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
EXHIBIT INDEX
EX-99.1: JOINT FILING AGREEMENT
EX-99.2: ROLLOVER COMMITMENT LETTER
EX-99.4: LIMITED GUARANTEE
EX-99.5: LIMITED GUARANTEE
EX-99.6: INTERIM INVESTORS AGREEMENT
EX-99.8: DEBT COMMITMENT LETTER
EX-99.9: EQUITY COMMITMENT LETTER
EX-99.10: SELL DOWN INVESTORS COMMITMENT LETTER
EX-99.11: SELL DOWN INVESTORS COMMITMENT LETTER
EX-99.12: POWER OF ATTORNEY
EX-99.13: POWER OF ATTORNEY
EX-99.14: POWER OF ATTORNEY
EX-99.15: POWER OF ATTORNEY
EX-99.16: POWER OF ATTORNEY
EX-99.17: POWER OF ATTORNEY


Table of Contents

20 of 68
Item 1. Security and Issuer
     This statement on Schedule 13D (this “Statement”) relates 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”). The address of the principal executive offices of the Company is One Park Plaza, Nashville, Tennessee 37203.
Item 2. Identity and Background
     This Statement 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 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 with respect to the Common Stock of the Company.
     Family Investors:
     Frisco, Inc. is a Delaware corporation and Frisco Partners is a Tennessee general partnership. Frisco, Inc. is wholly owned by members of Thomas F. Frist, Jr.’s immediate family and Frisco Partners is wholly owned by Thomas F. Frist, Jr. and members of his immediate family. Each of Frisco, Inc. and Frisco Partners was formed for the purpose of personal investing by Thomas F. Frist, Jr. and his family. Thomas F. Frist, Jr., Patricia Champion Frist, Patricia Frist Elcan, William Robert Frist and Thomas F. Frist III are natural persons resident in Tennessee.
     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 and Merrill Lynch Trust Company, FSB 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.
     Citigroup:
     Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. The address of the principal office of Citigroup is 399 Park Avenue, New York, NY 10043. Citigroup is chartered in Delaware.
 
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.

 


Table of Contents

21 of 68
     Bank of America Entities:
     Bank of America Corporation, a Delaware corporation (“Bank of America”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is engaged in the general banking and financial services business through its subsidiaries.
     NB Holdings Corporation, a Delaware corporation (“NB Holdings”), is an intermediate holding company.
     Banc of America Securities LLC, a Delaware limited liability company (“BAS”), is a registered broker-dealer and is engaged in the business of acting as a broker-dealer with regard to debt and equity securities and loan syndications.
     NationsBanc Montgomery Holdings Corporation, a Delaware corporation (“NationsBanc Montgomery”), is a holding company engaged in the business of being an intermediate holding company for BAS and two other entities.
     Attached hereto as Schedule I is a list of each of the Reporting Persons setting forth the following information with respect to each such person:
  (a)   name;
 
  (b)   principal business;
 
  (c)   state of organization (if the Reporting Person is an entity) or citizenship (if the Reporting Person is a natural person); and
 
  (d)   address of principal business and office.
     Attached hereto as Schedule II is a list of the executive officers, directors and/or general partners of each Reporting Person that is an entity setting forth the following information with respect to each such person:
  (a)   name;
 
  (b)   business address (or residence where indicated);
 
  (c)   present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
 
  (d)   citizenship;
 
  (e)   number of shares beneficially owned;
 
  (f)   number of shares beneficially owned as to which there is (i) sole power to vote or direct the vote; (ii) shared power to vote or to direct the vote; (iii) sole power to dispose or to direct the disposition; or (iv) shared power to dispose or direct the disposition;
 
  (g)   a description of any transactions in the Common Stock in the 60 days prior to the date of this statement; and
 
  (h)   a description of any right to receive, or power to direct the receipt of, dividends or the proceeds from the sale of the Common Stock.
     Other than as set forth on Schedule IV, during the last five years, no person listed on Schedule I and, to the knowledge of the Reporting Persons, no person listed on Schedule II, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
     This Item 2 is qualified in its entirety by reference to Schedule I, Schedule II and Schedule IV, which are attached hereto and incorporated into this Item by reference.
     The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 3, 2006, a copy of which is attached hereto as Exhibit 99.1.

 


Table of Contents

22 of 68
Item 3. Source and Amount of Funds or Other Consideration
     As more fully described in Item 4 below, in connection with the Merger Agreement,2 ML Global Private Equity Fund, L.P, the Frist Entities and the Sell-Down Investors, among others, entered into an Interim Investor Agreement on July 24, 2006. As a result of entering into the Interim Investor Agreement and various matters described in Item 4 below, each Reporting Person may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each other Reporting Person. As a consequence, each Reporting Person may be deemed to beneficially own all shares of Common Stock beneficially owned by each other Reporting Person. On July 24, 2006, the Merrill Entities, Citigroup and the Bank of America Entities beneficially owned 0.32%, 0.3% and 0.19%, respectively, of the issued and outstanding Common Stock, and the Family Investors (including Thomas F. Frist, Jr., his wife and his adult children, among others), collectively, could be deemed to beneficially own, in the aggregate, 6.13% of the issued and outstanding Common Stock, provided that the Family Investors share voting and/or dispositive power only to the extent set forth in Item 5 below. As a group, the Reporting Persons beneficially own greater than 5% of the issued and outstanding Common Stock and therefore are subject to Section 13(d)’s reporting requirements. Other than as set forth in Item 5 below, each Reporting Person hereby disclaims beneficial ownership of Common Stock owned by any other Reporting Person.
     It is anticipated that funding for the Merger will be in the form of (1) cash contributed to Parent by each of the Sponsors pursuant to their respective Equity Commitment Letters, (2) debt financing pursuant to the Debt Commitment Letter, and (3) cash contributed to Parent by the Sell-Down Investors pursuant to their respective Sell-Down Investors Commitment Letters, which reduced, on a pro rata basis, the commitments made by the Sponsors described in clause (1) above. In addition, it is anticipated that 15,686,275 shares of Common Stock will, pursuant to the Rollover Commitment Letter, be contributed to Parent. The description of the Merger set forth in Item 4 below is incorporated by reference in its entirety in this Item 3 and is qualified in its entirety by reference to the Merger Agreement.
Item 4. Purpose of Transaction
     On July 24, 2006, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and Hercules Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The Board of Directors of the Company approved the Merger Agreement on the unanimous recommendation of a Special Committee comprised entirely of disinterested directors (the “Special Committee”).
     Parent is owned by a consortium of private investment funds affiliated with Bain Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P., and ML Global Private Equity Fund, L.P. (collectively, the “Sponsors”).
     Concurrently with the execution of the Merger Agreement, Frisco, Inc. and Frisco Partners (the “Frist Entities”) delivered a rollover commitment letter (the “Rollover Commitment Letter”) pursuant to which they agreed to contribute 15,686,275 shares of Common Stock (the “Rollover Shares”) to Parent in exchange for equity securities of Parent. Members of the Frist family and certain entities controlled by them may rollover shares of the Common Stock in connection with, and to satisfy, the commitment by the Frist Entities. A copy of the Rollover Commitment Letter is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
     At the effective time of the Merger, each outstanding share of the Common Stock, other than the
 
2   Except as previously defined, all capitalized terms in this Item 3 have the respective meanings ascribed to such terms in Item 4 below.

 


Table of Contents

23 of 68
shares (a) contributed to Parent or the Company by or on behalf of the Frist Entities, (b) owned by the Company, Parent or any wholly-owned subsidiaries of the Company or Parent, or (c) owned by any stockholders who are entitled to and who have properly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to received $51.00 in cash, without interest. A copy of the Merger Agreement is attached as Exhibit 99.3 to this Statement and is incorporated by reference herein.
     Also, concurrently with the execution of the Merger Agreement, each of ML Global Private Equity Fund, L.P. and the Frist Entities, among others, delivered limited guarantees (the “Guarantees”) to the Company in respect of certain obligations of Parent and Merger Sub under the Merger Agreement. Copies of the Guarantees delivered by ML Global Private Equity Fund, L.P. (the “ML Guarantee”) and the Frist Entities (the “Frist Entity Guarantee”) are attached as Exhibits 99.4 and 99.5 to this Statement and are incorporated by reference herein.
     Also, concurrently with the execution of the Merger Agreement, the Frist Entities entered into an Interim Investor Agreement with Parent and the other parties thereto (the “Interim Investors Agreement”), pursuant to which the Frist Entities agreed, inter alia, to vote (subject to certain conditions) all of the Common Stock beneficially owned by them in favor of the Merger Agreement, the Merger and all other transactions contemplated by the Merger Agreement. A copy of the Interim Investors Agreement is attached as Exhibit 99.6 to this Statement and is incorporated by reference herein.
     On July 24, 2006, the Company and Parent issued a press release describing the Merger (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.7 to this Statement and is incorporated by reference herein.
     Upon consummation of the Merger, it is contemplated that the Common Stock will be delisted from the New York Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act.
     It is contemplated that, upon the consummation of the Merger, the certificate of incorporation and the bylaws of the Company will be amended in their entirety to be identical to the certificate of incorporation and the by-laws, respectively, of Merger Sub; provided, that, all references to Merger Sub shall be replaced by references to the Company. Further, it is contemplated that, upon the consummation of the Merger, the directors of Merger Sub will be the directors of the Company.
     Parent has obtained equity commitment letters (the “Equity Commitment Letters”) and a debt financing commitment (the “Debt Commitment Letter”) for the transactions contemplated by the Merger Agreement. A copy of the Debt Commitment Letter is attached as Exhibit 99.8 to this Statement and is incorporated by referenced herein. A copy of the Equity Commitment Letter from ML Global Private Equity Fund, L.P. (the “ML Commitment Letter”) is attached as Exhibit 99.9 to this Statement and is incorporated by reference herein. Also, on July 24, 2006, each of Citigroup Inc. and Banc of America Securities LLC (the “Sell-Down Investors”) entered into a commitment letter with Parent, pursuant to which such Sell-Down Investor has committed, upon the terms and subject to the conditions thereof, to invest in Parent the cash amounts set forth therein (collectively, the “Sell-Down Investors Commitment Letters”). Such amounts committed by the Sell-Down Investors reduced, on a pro rata basis, the commitments made by the Sponsors under the Equity Commitment Letters. Copies of the Sell-Down Investors Commitment Letters are attached as Exhibit 99.10 and Exhibit 99.11, respectively, to this Statement and are incorporated by reference herein.
     Consummation of the Merger is subject to various conditions, including approval of the Merger by the stockholders of the Company, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.
     The information set forth in response to this Item 4 is qualified in its entirety by reference to the Merger Agreement, the Press Release, the Interim Investors Agreement, the Rollover Commitment Letter, the ML Guarantee, the Frist Entity Guarantee, the Debt Commitment Letter, the ML Commitment Letter, and the Sell-Down Investors Commitment Letters, each of which is filed as an exhibit hereto and is incorporated herein by reference.

 


Table of Contents

24 of 68
     Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer
     (a)
     Family Investors:
     Frisco, Inc. is the beneficial owner of approximately 8,130,780 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 2.09% of all shares of Common Stock outstanding.
     Frisco Partners is the beneficial owner of approximately 1,533,420 shares of Common Stock, with respect to which it has shared voting and investment power, and which represent approximately 0.39% of all shares of Common Stock outstanding.
     Thomas F. Frist, Jr. (“Dr. Frist”) is the beneficial owner of approximately 16,991,765 shares of Common Stock (the “TFF Jr Holdings”), which represent approximately 4.38% of all shares of Common Stock outstanding; of these, Dr. Frist has sole voting power with respect to approximately 5,617,624 shares, shared voting power with respect to approximately 11,353,396 shares, sole dispositive power with respect to 5,638,369 shares and shared dispositive power with respect to 11,353,396 shares. The TFF Jr Holdings include approximately 5,545,500 shares held directly by Dr. Frist; approximately 45,498 shares with respect to which Dr. Frist may be deemed to be the beneficial owner but which are held of record by his wife; approximately 22,612 shares issuable upon options exercisable as of the date of this Statement or within 60 days hereafter; approximately 989 shares held in Dr. Frist’s brokerage account with UBS; approximately 3,025 shares in Dr. Frist’s ESPP account; approximately 20,745 shares held in Dr. Frist’s 401(k) account (with respect to which Dr. Frist exercises investment but not voting authority); approximately 1,689,196 shares in trusts and foundations (Frist Children’s Trust, Frist Children’s Trust II, JT. Foundation and GST) with respect to which Dr. Frist is a trustee or a co-trustee; and approximately 9,664,200 shares with respect to which Dr. Frist may be deemed to be the beneficial owner but which are owned of record by Frisco, Inc. and Frisco Partners.
     Patricia Champion Frist (“PCF”) is the beneficial owner of approximately 16,991,765 shares of Common Stock (the “PCF Holdings”), which represent approximately 4.38% of all shares of Common Stock outstanding; of these, PCF has sole voting and investment power with respect to approximately 45,498 shares and shared voting and investment power with respect to 16,946,267 shares. The PCF Holdings include approximately 45,498 shares held directly by PCF; 16,946,267 shares with respect to which PCF may be deemed to be the beneficial owner, but which are beneficially owned by her husband, Dr. Frist (as described above in this Item 5); and approximately 9,664,200 shares which are owned of record by Frisco, Inc. and Frisco Partners.
     Patricia Frist Elcan (“PFE”) is the beneficial owner of approximately 12,563,845 shares of Common Stock (the “PFE Holdings”), which represent approximately 3.24% of all shares of Common Stock outstanding; of these, PFE has sole voting power and investment power with respect to approximately 2,899,645 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The PFE Holdings include approximately 2,154,374 shares held directly by PFE; approximately 141,453 shares with respect to which PFE may be deemed to be the beneficial owner but which are held of record by her husband and minor children; and approximately 10,268,018 shares with respect to which PFE may be deemed to be the beneficial owner but which are held of record by certain trusts and investment entities (including Elcan Partners, Elcan Investment Partners, GRAT II, GRAT III, GRAT IV, Frisco, Inc. and Frisco Partners).
     William Robert Frist (“WRF”) is the beneficial owner of approximately 13,341,932 shares of Common Stock (the “WRF Holdings”), which represent approximately 3.44% of all shares of Common Stock outstanding; of these, WRF has sole voting and investment power with respect to approximately 3,677,732 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The WRF holdings include approximately 3,340,895 shares held directly by WRF; approximately 15,157 shares with respect to which

 


Table of Contents

25 of 68
WRF may be deemed to be the beneficial owner but which are held of record by his wife and minor children; and approximately 9,985,880 shares with respect to which WRF may be deemed to be the beneficial owner but which are held of record by certain investment entities (including William R. Frist Family Partnership, Frisco, Inc. and Frisco Partners).
     Thomas F. Frist III (“TFF III”) is the beneficial owner of approximately 9,917,719 shares of Common Stock (the “TFF III Holdings”), which represent approximately 2.55% of all shares of Common Stock outstanding; of these, TFF III has sole voting and investment power with respect to approximately 253,519 shares and shared voting and investment power with respect to approximately 9,664,200 shares. The TFF III Holdings include 250,500 shares held directly by TFF III; 3,019 shares with respect to which TFF III may be deemed to be the beneficial owner but which are owned of record by his wife and minor children; and approximately 9,664,200 shares with respect to which TFF III may be deemed to be the beneficial owner but which are owned of record by Frisco, Inc. and Frisco Partners.
     Merrill Entities:
     Merrill Lynch & Co., Inc. 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.
     Merrill Lynch Pierce, Fenner & Smith Incorporated 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.
     Merrill Lynch Professional Clearing Corp. 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.
     Merrill Lynch Financial Markets, Inc. 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.
     Merrill Lynch International 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.
     Merrill Lynch Trust Company, FSB 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.
     Citigroup:
     Citigroup indirectly beneficially owns 1,061,105 of Common Stock directly beneficially owned by certain wholly owned subsidiaries of Citigroup, or 0.3% of all shares of Common Stock outstanding.
     Bank of America Entities:
     BAS directly beneficially owns 247,701 shares of Common Stock. These shares may be deemed to be indirectly owned by NationsBanc Montgomery, the 100% owner of BAS, by NB Holdings, the 100% owner of NationsBanc Montgomery, and by Bank of America, the 100% owner of NB Holdings.

 


Table of Contents

26 of 68
     Bank of America, National Association (“BANA”), the wholly-owned subsidiary of NB Holdings, directly beneficially owns 286,410 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings.
     Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company and a registered investment advisor that is the wholly-owned subsidiary of Columbia Management Group, LLC (“CMG”), a Delaware limited liability company, the wholly-owned subsidiary of BANA, which is the wholly-owned subsidiary of NB Holdings, directly beneficially owns 204,572 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings.
     Based on the above, (i) Bank of America may be deemed to beneficially own an aggregate of 738,683 shares of Common Stock representing approximately 0.19% of outstanding shares; (ii) NB Holdings may be deemed to beneficially own an aggregate of 738,683 shares of Common Stock representing approximately 0.19% of the Company’s outstanding shares; (iii) NationsBanc Montgomery may be deemed to beneficially own an aggregate of 247,701 shares of Common Stock representing approximately 0.06% of the Company’s outstanding shares; and (iv) BAS owns an aggregate of 247,701 shares of Common Stock representing approximately 0.06% of the Company’s outstanding shares.
     For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed to be 388,237,497 (which is the number of shares of Common Stock which the Company represented in the Merger Agreement were outstanding on June 30, 2006).
     As a result of entering into the Interim Investor Agreement and various matters described in Item 4 above, each Reporting Person may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with each other Reporting Person. As a consequence, each Reporting Person may be deemed to beneficially own all shares of Common Stock beneficially owned by each other Reporting Person. On July 24, 2006, the Merrill Entities, Citigroup and the Bank of America Entities beneficially owned 0.32%, 0.3% and 0.19%, respectively, of the issued and outstanding Common Stock, and the Family Investors (including Thomas F. Frist, Jr., his wife and his adult children, among others), collectively, could be deemed to beneficially own, in the aggregate, 6.13% of the issued and outstanding Common Stock, provided that the Family Investors shared voting and/or dispositive power only to the extent set forth in this Item 5. As a group, the Reporting Persons beneficially own greater than 5% of the issued and outstanding Common Stock and therefore are subject to Section 13(d)’s reporting requirements. Other than as set forth in this Item 5, each Reporting Person hereby disclaims beneficial ownership of Common Stock owned by any other Reporting Person.
     Other than as set forth above with respect to Thomas F. Frist, Jr., none of the Common Stock reported in this Item are shares as to which any Reporting Person has a right to acquire that is exercisable within 60 days. None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I or Schedule II hereto, beneficially owns any Common Stock other than as set forth herein.
     (b)
     Each Reporting Person (other than the Bank of America Entities and Citigroup, with respect to which the information is set forth below) shares the power to vote or direct the vote and to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person as indicated in paragraph (a) of this Item 5 above.
     Bank of America Entities:
     BAS has sole voting and dispositive power with respect to 247,701 shares of Common Stock. These shares may be deemed to be indirectly owned by NationsBanc Montgomery, the 100% owner of BAS, by NB Holdings, the 100% owner of NationsBanc Montgomery, and by Bank of America, the 100% owner of NB Holdings, as a result of which NationsBanc Montgomery, NB Holdings and Bank of America may be deemed to have sole voting and dispositive power with respect to such shares.

 


Table of Contents

27 of 68
     BANA has sole voting power with respect to 258,801 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 235,621 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock. These shares may be deemed to be indirectly owned by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings, as a result of which NB Holdings and Bank of America may be deemed to have the same voting and dispositive power with respect to such shares.
     CMG has sole voting and dispositive power with respect to 204,572 shares of Common Stock. These shares may be deemed to be indirectly owned by CMA, the 100% owner of CMG, by BANA, the 100% owner of CMA, by NB Holdings, the 100% owner of BANA, and by Bank of America, the 100% owner of NB Holdings, as a result of which NB Holdings and Bank of America may be deemed to have sole voting and dispositive power with respect to such shares.
     Based on the above, (i) Bank of America may be deemed to have sole voting power with respect to 711,074 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 687,894 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock; (ii) NB Holdings may be deemed to have sole voting power with respect to 711,074 shares of Common Stock, shared voting power with respect to 6,359 shares of Common Stock, sole dispositive power with respect to 687,894 shares of Common Stock and shared dispositive power with respect to 50,789 shares of Common Stock; (iii) BAS has sole voting power and dispositive power with respect to 247,701 shares of Common Stock; and (iv) NationsBanc Montgomery may be deemed to have sole voting and dispositive power with respect to 247,701 shares of Common Stock.
     Citigroup:
     With respect to the Common Stock indirectly beneficially owned by Citigroup set forth in Item 5(a) above, Citigroup has shared power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that it beneficially owns.
     Mr. Armstrong, a director of Citigroup and the Company, has the sole power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that he beneficially owns.
     Mr. Volk, an executive officer of Citigroup, has shared power to vote or direct the vote, and dispose or direct the disposition of, all of the Common Stock that he beneficially owns.
     (c)
     On June 7, 2006, Thomas F. Frist, Jr. received 11 shares of Common Stock pursuant to the Company’s ESPP DRIP program, with the purchase price equal to $45.0962 per share.
     Other than as set forth above with respect to Thomas F. Frist, Jr., Schedule III sets forth the transactions in the Common Stock which, to the knowledge of the applicable Reporting Person, have been effected during the preceding 60 days (excluding, in the case of Citigroup, the transactions that may have been effected for managed accounts with funds provided by third party customers). All of the transactions set forth on Schedule III were effected in the ordinary course of business of the Merrill Entities, Citigroup or the Bank of America Entities, as the case may be, or affiliates thereof, in ordinary course trading activities. The transactions in the shares of Common Stock described on Schedule III were effected on the New York Stock Exchange or the over-the-counter market. Except as described above, no transactions in the Common Stock were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedule I or Schedule II hereto during the preceding 60 days.
     (d)
     Bank of America Entities:
     Except for clients of the Bank of America Entities who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,

 


Table of Contents

28 of 68
any shares of Common Stock held in managed accounts, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by any Reporting Person.
     Family Investors and Citigroup:
     Not applicable.
     (e) Not applicable.
     This Item 5 is qualified in its entirety by reference to Schedule I, Schedule II and Schedule III, which are attached hereto and are incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     Each of the ML Commitment Letter, the Debt Commitment Letter, the Rollover Commitment Letter, the ML Guarantee, the Frist Entity Guarantee, the Interim Investors Agreement, the Sell-Down Investors Commitment Letters, the Press Release and the Merger Agreement (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6.
     In connection with the consummation of the Merger, the parties to the Interim Investors Agreement intend to enter into an equity holders’ agreement, which will contain provisions regarding corporate governance, board seat allocation, limitations on transfers, drag-along rights, tag-along rights, preemptive rights and registration rights, as well as other customary provisions found in such agreements.
     8,130,780 shares of Common Stock (the “Pledged Shares”) owned of record by Frisco, Inc. have been pledged as collateral for loans, as follows: (i)(A) 2,862,914 shares pledged to Suntrust Bank, (B) 1,852,866 shares pledged to Bank of America, N.A., and (C) 1,765,000 shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated, in each case, to secure loans made to Thomas F. Frist, Jr. and (ii)(A) 1,400,000 shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and (B) 250,000 shares pledged to Suntrust Bank, in each case, to secure loans made to Thomas F. Frist III. Under the customary terms of the pledge arrangements, in the event of default, the lenders may be entitled to dispose of the Pledged Shares.
     Except as described in this Item 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 with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division 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.

 


Table of Contents

29 of 68
Item 7. Material to be Filed as Exhibits
     
Exhibit   Description
 
   
99.1.
  Joint Filing Agreement, dated August 3, 2006, among Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc., Merrill Lynch Trust Company, FSB, Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation, Banc of America Securities LLC, Citigroup Inc., Thomas F. Frist, Jr., Patricia Frist Elcan, William Robert Frist, Thomas F. Frist III, Frisco, Inc. and Frisco Partners.
 
   
99.2.
  Rollover Commitment Letter, dated July 24, 2006, from Frisco, Inc. and Frisco Partners to Hercules Holding II, LLC.
 
   
99.3.
  Agreement and Plan of Merger, dated July 24, 2006, by and among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc. (incorporated by reference to Exhibit 2.1 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).
 
   
99.4.
  Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by ML Global Private Equity Fund, L.P.
 
   
99.5.
  Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by Frisco, Inc. and Frisco Partners.
 
   
99.6.
  Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holding II, LLC, Bain Capital IX, L.P., KKR Millennium Fund, L.P., KKR PEI Investments, L.P., ML Global Private Equity Fund, L.P., Frisco, Inc., Frisco Partners, Banc of America Securities LLC and Citigroup Inc.
 
   
99.7.
  Press Release (incorporated by reference to Exhibit 99.2 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).
 
   
99.8.
  Debt Commitment Letter, dated July 24, 2006, from Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated to Hercules Holding II, LLC.
 
   
99.9.
  Equity Commitment Letter, dated July 24, 2006, from ML Global Private Equity Fund, L.P. to Hercules Holding II, LLC.
 
   
99.10.
  Sell-Down Investors Commitment Letter, dated July 24, 2006, from Citigroup Inc. to Hercules Holding II, LLC.
 
   
99.11.
  Sell-Down Investors Commitment Letter, dated July 24, 2006, from Banc of America Securities LLC to Hercules Holding II, LLC.
 
   
99.12.
  Power of Attorney granted by Merrill Lynch Professional Clearing Corp.
 
   
99.13.
  Power of Attorney granted by Merrill Lynch Trust Company, FSB
 
   
99.14.
  Power of Attorney granted by Merrill Lynch, Pierce, Fenner, & Smith Incorporated.
 
   
99.15.
  Power of Attorney granted by Merrill Lynch Financial Markets, Inc.
 
   
99.16.
  Power of Attorney granted by Merrill Lynch International
 
   
99.17.
  Power of Attorney granted by Merrill Lynch & Co., Inc.
 
   
99.18.
  The section titled “Litigation and Regulatory Matters” contained in Note 13 of the consolidated financial statements in Bank of America’s Annual Report for the period ended December 31, 2005 on Form 10-K which is incorporated by reference herein (Commission file number 1-6523).

 


Table of Contents

30 of 68
SIGNATURES
     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: August 3, 2006
 
               
Merrill Lynch Professional Clearing Corp.       Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
               
By:
  /s/ Eileen M. Porter       By:   /s/ Eileen M. Porter
 
               
 
  Name: Eileen M. Porter           Name: Eileen M. Porter  
 
  Title: Authorized Person *           Title: Authorized Person *
 
               
Merrill Lynch Financial Markets, Inc.       Merrill Lynch International
 
               
By:
  /s/ Eileen M. Porter        By:   /s/ Eileen M. Porter 
 
               
 
  Name: Eileen M. Porter           Name: Eileen M. Porter
 
  Title: Authorized Person *           Title: Authorized Person *
 
               
Merrill Lynch & Co., Inc.       Merrill Lynch Trust Company, FSB
 
               
By:
  /s/ Eileen M. Porter        By:   /s/ Eileen M. Porter 
 
               
 
  Name: Eileen M. Porter           Name: Eileen M. Porter
 
  Title: Authorized Person *           Title: Authorized Person *
 
*   See attached Powers of Attorney

 


Table of Contents

31 of 68
     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: August 3, 2006
 
           
    FRISCO, INC.
 
           
 
  By:   /s/ Patricia Champion Frist 
         
 
      Name:   Patricia Champion Frist
 
      Title:   President
 
           
    FRISCO PARTNERS
 
           
 
  By:   /s/ Thomas F. Frist, Jr. 
         
 
      Name:   Thomas F. Frist, Jr.
 
      Title:   General Partner

 


Table of Contents

32 of 68
     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: August 3, 2006
 
 
  /s/ Thomas F. Frist, Jr. 
 
       
 
  Thomas F. Frist, Jr.

 


Table of Contents

33 of 68
     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: August 3, 2006
 
     
/s/ Patricia Champion Frist 
 
       
 
      Patricia Champion Frist

 


Table of Contents

34 of 68
     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: August 3, 2006
 
     
/s/ Patricia Frist Elcan 
 
       
 
      Patricia Frist Elcan

 


Table of Contents

35 of 68
     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: August 3, 2006
 
     
/s/ William Robert Frist
 
       
 
      William Robert Frist

 


Table of Contents

36 of 68
     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: August 3, 2006
 
     
/s/ Thomas F. Frist, III
 
       
 
      Thomas F. Frist, III

 


Table of Contents

37 of 68
     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: August 3, 2006
 
           
    BANK OF AMERICA CORPORATION
NB HOLDINGS CORPORATION
 
           
 
  By:   /s/ Charles F. Bowman
         
 
      Name:   Charles F. Bowman
 
      Title:   Senior Vice President

 


Table of Contents

38 of 68
     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: August 3, 2006
 
           
    NATIONSBANC MONTGOMERY HOLDINGS CORPORATION
 
           
 
  By:   /s/ Robert Qutub 
         
 
      Name:   Robert Qutub
 
      Title:   President

 


Table of Contents

39 of 68
     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: August 3, 2006
 
           
    BANC OF AMERICA SECURITIES LLC
 
           
 
  By:   /s/ Richard E. Konefal
         
 
      Name:   Richard E. Konefal
 
      Title:   Senior Vice President

 


Table of Contents

40 of 68
     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: August 3, 2006
 
       
    CITIGROUP INC.
 
       
 
  By:   /s/ Ali L. Karshan
 
       
 
      Name: Ali L. Karshan
 
      Title: Assistant Secretary

 


Table of Contents

41 of 68
EXHIBIT INDEX
     
Exhibit   Description
99.1.
  Joint Filing Agreement, dated August 3, 2006, among Merrill Lynch Professional Clearing Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Financial Markets, Inc., Merrill Lynch International, Merrill Lynch & Co., Inc., Merrill Lynch Trust Company, FSB, Bank of America Corporation, NB Holdings Corporation, NationsBanc Montgomery Holdings Corporation, Banc of America Securities LLC, Citigroup Inc., Thomas F. Frist, Jr., Patricia Frist Elcan, William Robert Frist, Thomas F. Frist III, Frisco, Inc. and Frisco Partners.
 
   
99.2.
  Rollover Commitment Letter, dated July 24, 2006, from Frisco, Inc. and Frisco Partners to Hercules Holding II, LLC.
 
   
99.3.
  Agreement and Plan of Merger, dated July 24, 2006, by and among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc. (incorporated by reference to Exhibit 2.1 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).
 
   
99.4.
  Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by ML Global Private Equity Fund, L.P.
 
   
99.5.
  Limited Guarantee, dated July 24, 2006, in favor of HCA Inc. by Frisco, Inc. and Frisco Partners.
 
   
99.6.
  Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holding II, LLC, Bain Capital IX, L.P., KKR Millennium Fund, L.P., KKR PEI Investments, L.P., ML Global Private Equity Fund, L.P., Frisco, Inc., Frisco Partners, Banc of America Securities LLC and Citigroup Inc.
 
   
99.7.
  Press Release (incorporated by reference to Exhibit 99.2 to HCA Inc.’s Form 8-K filed with the SEC on July 25, 2006).
 
   
99.8.
  Debt Commitment Letter, dated July 24, 2006, from Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated to Hercules Holding II, LLC.
 
   
99.9.
  Equity Commitment Letter, dated July 24, 2006, from ML Global Private Equity Fund, L.P. to Hercules Holding II, LLC.
 
   
99.10.
  Sell-Down Investors Commitment Letter, dated July 24, 2006, from Citigroup Inc. to Hercules Holding II, LLC.
 
   
 
   
99.11.
  Sell-Down Investors Commitment Letter, dated July 24, 2006, from Banc of America Securities LLC to Hercules Holding II, LLC.
 
   
99.12.
  Power of Attorney granted by Merrill Lynch Professional Clearing Corp.
 
   
99.13.
  Power of Attorney granted by Merrill Lynch Trust Company, FSB.
 
   
99.14.
  Power of Attorney granted by Merrill Lynch, Pierce, Fenner & Smith Incorporated.
 
   
99.15.
  Power of Attorney granted by Merrill Lynch Financial Markets, Inc.
 
   
99.16.
  Power of Attorney granted by Merrill Lynch International.
 
   
99.17.
  Power of Attorney granted by Merrill Lynch & Co., Inc.
 
   
99.18.
  The section titled “Litigation and Regulatory Matters” contained in Note 13 of the consolidated financial statements in Bank of America’s Annual Report for the period ended December 31, 2005 on Form 10-K which is incorporated by reference herein (Commission file number 1-6523).

 


Table of Contents

42 of 68
SCHEDULE I — REPORTING PERSONS
Family Investors:
             
Name of Reporting   State of        
Person   Organization   Address of Principal Office   Principal Business
Frisco, Inc.
  Delaware   3100 West End Ave, Suite 500 Nashville, TN 37203   Private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons
 
           
Frisco Partners
  Tennessee   3100 West End Ave, Suite 500 Nashville, TN 37203   Private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons
             
            Present principal occupation
            or employment and the
            name, principal business and
            address of any corporation
            or other organization in
Name of Reporting       Residence or Business   which such employment is
Person   Citizenship   Address   conducted
Thomas F. Frist, Jr.
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Director of HCA Inc. One Park Plaza Nashville, TN 37203 (a leading health care provider).
 
           
Patricia Champion
Frist
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Private Investor
 
           
Patricia Frist Elcan
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Private Investor
 
           
Thomas F. Frist III
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).
 
           
William Robert Frist
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).

 


Table of Contents

43 of 68
Merrill Entities:
     The names and principal businesses of each of the Merrill Entities are set forth below. Unless otherwise noted, each of the Merrill Entities principal business and office address is 4 World Financial Center, North Tower, New York, NY 10080.
     
NAME   PRINCIPAL BUSINESS
Merrill Lynch Professional Clearing Corp.
  A company engaged in securities financing, brokerage and clearing services to broker dealers and hedge funds.
 
   
Merrill Lynch, Pierce, Fenner & Smith Incorporated
  A registered broker-dealer and investment adviser that, together with its subsidiaries, provides investment, financing, and related services to individuals and institutions on a global basis.
 
   
Merrill Lynch Financial Markets, Inc.
  A registered OTC Derivatives Dealer, authorized currently to engage in OTC equity derivatives transactions with counterparties and related portfolio and cash management activities.
 
   
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
  An international underwriter; conducts trading activities for international and U.K. equities and all Euro debt and money market products directly with market professionals around the world and non-U.S. institutional customers.
 
   
Merrill Lynch & Co., Inc.
  A holding company that, through its subsidiaries and affiliates, provides investment, financial, insurance and related services on a global basis.
 
   
Merrill Lynch Trust Company, FSB
  A Federal Savings Bank.
Citigroup:
Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. The address of the principal office of Citigroup is 399 Park Avenue, New York, NY 10043.
     Bank of America Entities:
     
Name of Reporting Person:   Principal Business:
Bank of America Corporation
  General banking and financial services business
NB Holdings Corporation
  Intermediate bank holding company
NationsBanc Montgomery Holdings Corporation
  Intermediate bank holding company
Banc of America Securities LLC
  Broker-dealer
     The address of each of the above-listed Bank of America Entities is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.

 


Table of Contents

44 of 68
SCHEDULE II
Frist Entities:
     The name, position, residence address, citizenship and present principal occupation of each director and executive officer of Frisco Inc. and the general partners of Frisco Partners are set forth below.
                 
                Present principal
                occupation or
                employment and the
                name, principal
                business and address of
                any corporation or
                other organization in
Name of Director               which such
or Executive           Residence or Business   employment is
Officer   Title / Position   Citizenship   Address   conducted
Thomas F. Frist, Jr. (2)
  Director of Frisco, Inc.

General partner at Frisco Partners
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Director of HCA Inc. One Park Plaza Nashville, TN 37203 (a leading health care provider).
 
               
Patricia Champion
Frist (2)
  Director and President of Frisco, Inc.

General partner at Frisco Partners
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Private Investor
 
               
Patricia Frist
Elcan (2)
  Director of Frisco Inc.

General partner at Frisco Partners
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Private Investor
 
               
Thomas F. Frist III (2)
  Director of Frisco Inc.

General partner at Frisco Partners
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons).
 
               
William Robert
Frist (2)
  Director of Frisco Inc.

General partner at Frisco Partners
  USA   3100 West End Ave, Suite 500 Nashville, TN 37203   Principal of Frist Capital LLC 3100 West End Ave Suite 500 Nashville, TN 37203 (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons).

 


Table of Contents

45 of 68
                 
                Present principal
                occupation or
                employment and the
                name, principal
                business and address of
                any corporation or
                other organization in
Name of Director               which such
or Executive           Residence or Business   employment is
Officer   Title / Position   Citizenship   Address   conducted
Tika A. Love (3)
  Secretary and Treasurer of Frisco, Inc.   USA   3100 West End Ave Suite 500 Nashville, TN 37203   Secretary and Treasurer of Frisco, Inc. (a private investment vehicle for Mr. Thomas F. Frist, Jr. and certain related persons, located at 3100 West End Ave, Suite 500 Nashville, TN 37203).
 
(2)   Refer to Item 5 hereof for a description of the securities of HCA Inc. beneficially owned by this person.
 
(3)   Tika A. Love does not beneficially own any shares of Common Stock.
Merrill Entities:
     The names and principal occupations of each of the executive officers and directors of the Merrill Entities are set forth below. Unless otherwise noted, all of these persons are United States citizens, and have as their business address 4 World Financial Center, New York, NY 10080.
     
MERRILL LYNCH PROFESSIONAL CLEARING CORP.   PRESENT PRINCIPAL OCCUPATION
John J. Brown
Executive Officer
  Chief Executive Officer; Managing Director of Merrill
Lynch Global Equity Financing
 
  222 Broadway, 6th Floor
 
  New York, New York 10038
 
   
Frank Catris
  Corporate Director of Merrill Lynch Global Equity Financing
Director
  440 S. LaSalle
 
  Chicago, Illinois 60605
 
   
Sudeep Gupta
  Managing Director of Merrill Lynch GSRG Management
Director
   
Citizenship: India (permanent U.S. resident)
   
 
   
Linda Messinger
Executive Officer
  Senior Vice President, Secretary, Chief Compliance Officer;
Director in Office of General Counsel of Merrill Lynch,
 
  Pierce, Fenner & Smith Incorporated
 
  222 Broadway, 6th Floor
 
  New York, New York 10038
 
   
Anthony Strazza
Executive Officer
  Chief Operating Officer; Director of Merrill Lynch
Global Equity Financing
 
  222 Broadway, 6th Floor
 
  New York, New York 10038
 
   
Thomas A. Tranfaglia
Executive Officer
  President; Managing Director of Merrill Lynch Global
Equity Financing
 
  222 Broadway, 6th Floor
 
  New York, New York 10038
 
   
Gary Yetman
Director
  Managing Director of Merrill Lynch Global Equity Financing

 


Table of Contents

46 of 68
     
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED   PRESENT PRINCIPAL OCCUPATION
Rosemary T. Berkery
Executive Officer
  Executive Vice President
 
   
Candace E. Browning
Director
  Senior Vice President
 
   
Ahmass L. Fakahany
Executive Officer
  Executive Vice President
 
   
Gregory J. Fleming
Director
  Executive Vice President
 
   
Dow Kim
Director
  Executive Vice President
 
   
Robert J. McCann
Director, Executive Officer
  Chairman of the Board, Chief Executive Officer
 
   
Carlos M. Morales
Director
  Senior Vice President
 
   
Joseph F. Regan
Executive Officer
  First Vice President, Chief Financial Officer
     
MERRILL LYNCH FINANCIAL MARKETS, INC.   PRESENT PRINCIPAL OCCUPATION
Roger Anerella
Director
  Chairman of the Board; Managing Director, Global Equities
 
   
Paul Bodor
Executive Officer
  First Vice President, Chief Compliance Officer; First Vice President, Global Compliance
 
   
Allen G. Braithwaite, III
Executive Officer
  First Vice President, Treasurer; Managing Director, Global Treasury
 
   
Joseph F. Regan
Executive Officer
  First Vice President, Controller; First Vice President, ML&Co. Finance
95 Greene Street
 
  Jersey City, NJ 07302
 
   
James Walker
Director, Executive Officer
Citizenship: United Kingdom
  Senior Vice President, Chief Operations Officer, Chief Financial Officer; Managing Director, GMI Finance
 
   
Marguerite Willenbucher
Director, Executive Officer
  First Vice President, Chief Legal Officer, Secretary;
First Vice President, Strategic Initiatives Counsel

 


Table of Contents

47 of 68
     
MERRILL LYNCH INTERNATIONAL   PRESENT PRINCIPAL OCCUPATION
Nasser Azam
Director
Citizenship: United Kingdom
  Managing Director, Global Markets and Investment Banking
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Andrew Michael Briski
Director
Citizenship: United Kingdom
  Managing Director, Global Markets and Investment Banking
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Martin Butler
Director
Citizenship: United Kingdom
  Managing Director, Finance
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Matthew John Hale
Director
Citizenship: United Kingdom
  Managing Director, Treasury
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Keishi Hotsuki
Director
Citizenship: Japan
  Managing Director, Corporate Risk Management
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Edmond Nicholas Moriarty III
Director
Citizenship: Ireland
  Managing Director, Global Credits & Commitments
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Andrea Orcel
Director
Citizenship: Italy
  Senior Vice President, Head of Global
Financial Institutions Group and EMEA Origination
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
 
   
Osman Semerci
Director
  Senior Vice President, Head of Fixed Income,
Currencies & Commodities and EMEA Global
Markets, Global Markets & Investment Banking
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ


Table of Contents

48 of 68
     
MERRILL LYNCH INTERNATIONAL   PRESENT PRINCIPAL OCCUPATION
Robert Charles Michael Wigley
Director, Chairman
  Senior Vice President, Chairman of Europe, the
Middle East and Africa
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
     
MERRILL LYNCH & CO., INC.   PRESENT PRINCIPAL OCCUPATION
Rosemary T. Berkery
Executive Officer
  Executive Vice President; General Counsel
 
   
Armando M. Codina
Director
  Founder, Chairman of the Board and Chief Executive
Officer of Codina Group, Inc.
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Jill K. Conway
Director
  Visiting Scholar, Massachusetts Institute of Technology
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Alberto Cribiore
Director
  Managing Partner, Brera Capital Partners
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Robert C. Doll
Executive Officer
  Senior Vice President; President and Chief Investment
Officer, Merrill Lynch Investment Managers
 
   
Jeffrey N. Edwards
Executive Officer
  Senior Vice President, Chief Financial Officer
 
   
Ahmass L. Fakahany
Executive Officer
  Executive Vice President; Chief Administrative Officer
 
   
John D. Finnegan
Director
  Chairman of the Board of The Chubb Corporation
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Gregory J. Fleming
Executive Officer
  Executive Vice President; President, Global Markets
and Investment Banking
 
   
Dow Kim
Executive Officer
  Executive Vice President; President, Global Markets
and Investment Banking
 
   
Robert J. McCann
Executive Officer
  Executive Vice President; President, Vice Chairman,
Global Private Client


Table of Contents

49 of 68
     
MERRILL LYNCH & CO., INC.   PRESENT PRINCIPAL OCCUPATION
David K. Newbigging
Director
Citizenship: United Kingdom
  Chairman of the Board of Talbot Holdings Limited
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
E. Stanley O’Neal
Director and Executive Officer
  Chairman of the Board, President and
Chief Executive Officer
 
   
Aulana L. Peters
Director
  Corporate Director
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Joseph W. Prueher
Director
  Corporate Director, Consulting Professor to the
Stanford-Harvard Preventive Defensive Project
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Ann N. Reese
Director
  Co-Founder and Co-Executive Director of the Center
for Adoption Policy
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Charles O. Rossotti
Director
  Senior Advisor to The Carlyle Group
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, New York 10038
 
   
Laurence A. Tosi
Executive Officer
  Senior Vice President, Finance Director
     
MERRILL LYNCH TRUST COMPANY, FSB   PRESENT PRINCIPAL OCCUPATION
Michael Backer
Director
  Corporate Director, Attorney
 
   
Joan Leslie Bozek
Executive Officer
  Director of Risk Management & Investment Oversight
 
   
Kathleen C. Brown
Executive Officer
  Director of Product Development
 
   
Dennis R. Casale
Director
  Corporate Director, Attorney
 
   
Michael R. Cowan
Director
  Senior Vice President, Merrill Lynch Corporate Services
 
   
John Dadakis
Director
  Corporate Director, Attorney
 
   
William Allen Emerson
Director
  Corporate Director


Table of Contents

50 of 68
     
MERRILL LYNCH TRUST COMPANY, FSB   PRESENT PRINCIPAL OCCUPATION
Mark Feuer
Executive Officer
  Managing Director, Merrill Lynch Trust Company,
Private Banking Platforms, and Financial Advisory
Center
 
   
Robert Paul Fry
Director
  Financial Advisor
 
   
Donald R. Gallagher
Executive Officer
  Chief Financial Officer
 
   
Gregory F. Gatesman
Executive Officer
  National Sales Director
 
   
Robert E. Graham
Director
  Managing Director, Financial Advisor
 
   
Sean Gray
Executive Officer
  Chief Compliance Officer
 
   
Paul L. Hagen
Executive Officer
  Acting Director of Investments
 
   
Christian G. Heilmann
Director; Executive Officer
  Chairman and Chief Executive Officer
 
   
Barry J. Lindenbaum
Executive Officer
  Senior Operations Manager
 
   
Patricia Scalabrin
Executive Officer
  Chief Administrative Officer
 
   
Thomas Joseph Sweeney
Executive Officer
  Managing Director of the Trust, Estate,
Philanthropic Planning and Family Office Services
 
   
John Michael Thompson
Director
  Managing Director, Financial Advisor
 
   
Jay Lynn Willoughby
Executive Officer
  Chief Investment Officer
Citigroup:
     
NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
C. Michael Armstrong
Director
United States
  Retired Chairman
Hughes, AT&T and Comcast Corporation
1114 Avenue of the Americas
New York, NY 10036
 
   
Alain J. P. Belda
Director
Brazil
  Chairman and Chief Executive Officer
Alcoa Inc.
390 Park Avenue
New York, NY 10022


Table of Contents

51 of 68
     
NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
George David
Director
United States
  Chairman and Chief Executive Officer
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
 
   
Kenneth T. Derr
Director
United States
  Chairman, Retired
ChevronTexaco Corporation
345 California Street
San Francisco, CA 94104
 
   
John M. Deutch
Director
United States
  Institute Professor
Massachusetts Institute of Technology
77 Massachusetts Avenue
Cambridge, MA 02139
 
   
The Honorable Gerald R. Ford
Honorary Director
United States
  Former President of the United States of America
40365 Sand Dune Road
Rancho Mirage, CA 92270
 
   
Roberto Hernandez Ramirez
Director
Mexico
  Chairman of the Board
Banco Nacional de Mexico
Actuario Roberto Medellin No. 800
Col. Santa Fe, 01210
Mexico City, Mexico
 
   
Ann Dibble Jordan
Director
United States
  Consultant
2940 Benton Place, NW
Washington, DC 20008-2718
 
   
Klaus Kleinfeld
Director
Germany
  President, Chief Executive Officer and
Chairman of the Managing Board
Siemens AG
Wittesbacherplatz 2
D-80333
Munich, Germany
 
   
Andrew N. Liveris
Director
Australia
  President and Chief Executive Officer
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
 
   
Dudley C. Mecum
Director
United States
  Managing Director
Capricorn Holdings, LLC
30 East Elm Street
Greenwich, CT 06830
 
   
Anne M. Mulcahy
Director
United States
  Chairman and Chief Executive Officer
Xerox Corporation
800 Long Ridge Road
Stamford, CT 06904
 
   
Richard D. Parsons
Director
United States
  Chairman and Chief Executive Officer
Time Warner Inc.
One Time Warner Center
New York, NY 10019


Table of Contents

52 of 68
     
NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
Charles Prince
Director and Executive Officer
United States
  Chairman and Chief Executive Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Dr. Judith Rodin
Director
United States
  President
The Rockefeller Foundation
420 Fifth Avenue
New York, NY 10018
 
   
Robert E. Rubin
Director and Executive Officer
United States
  Member of the Office of the Chairman
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Franklin A. Thomas
Director
United States
  Consultant
TFF Study Group
595 Madison Avenue
New York, NY 10022
 
   
Ajay Banga
Executive Officer
India
  Chief Executive Officer
Global Consumer Group-International
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Sir Winfried F. W. Bischoff
Executive Officer
United Kingdom and Germany
  Chairman
Citigroup Europe
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
 
   
David C. Bushnell
Executive Officer
United States
  Senior Risk Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Robert Druskin
Executive Officer
United States
  Chief Executive Officer and President
Citigroup Corporate & Investment Banking
388 Greenwich Street New York, NY 10013
 
   
Steven J. Freiberg
Executive Officer
United States
  Chief Executive Officer
Global Consumer Group-North America
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
John C. Gerspach
Executive Officer
United States
  Controller and Chief Accounting Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043


Table of Contents

53 of 68
     
NAME, TITLE AND CITIZENSHIP   PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
Michael S. Helfer
Executive Officer
United States
  General Counsel and Corporate Secretary
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Lewis B. Kaden
Executive Officer
United States
  Vice Chairman and Chief Administrative Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Sallie L. Krawcheck
Executive Officer
United States
  Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Manuel Medina-Mora
Executive Officer
Mexico
  Chief Executive Officer
Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800-5
Torre Sur
Col. Santa Fe Pena Blanca, 01210
Mexico City, Mexico
 
   
William R. Rhodes
Executive Officer
United States
  Senior Vice Chairman
Citigroup Inc.
399 Park Avenue
New York, NY 10043
 
   
Todd S. Thomson
Executive Officer
United States
  Chairman and Chief Executive Officer
Global Wealth Management Group
388 Greenwich Street
New York, NY 10013
 
   
Stephen R. Volk
Executive Officer
United States
  Vice Chairman
Citigroup Inc.
388 Greenwich Street
New York, NY 10013
     C. Michael Armstrong, a director of Citigroup, is also a director of the Company and beneficially owns 12,164 shares of Common Stock, 18,551 options to purchase Common Stock, 7,164 restricted share units and 5,000 shares of restricted Common Stock.
     Stephen R. Volk, an executive officer of Citigroup, beneficially owns 100 shares of Common Stock.
Bank of America Entities:
     The name, position and present principal occupation of each director and executive officer of Bank of America Corporation are set forth below.
     The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.
     To the knowledge of Bank of America Corporation, each director and executive officer listed below is a citizen of the United States.
         
Name   Position   Principal Occupation
Kenneth D. Lewis
  Chairman, Chief Executive Officer, President and Director   Chairman, Chief Executive Officer and President of Bank of America Corporation
 
       
Liam E. McGee
  President, Global Consumer and Small Business Banking   President, Global Consumer and Small Business Banking of Bank of America Corporation


Table of Contents

54 of 68
         
Name   Position   Principal Occupation
Brian T. Moynihan
  President, Global Wealth and Investment Management   President, Global Wealth and Investment Management of Bank of America Corporation
 
       
R. Eugene Taylor
  President, Global Corporate and Investment Banking   President, Global Corporate and Investment Banking of Bank of America Corporation
 
       
Alvaro G. De Molina
  Chief Financial Officer   Chief Financial Officer of Bank of America Corporation
 
       
Amy Woods Brinkley
  Global Risk Executive   Global Risk Executive of Bank of America Corporation
 
       
Barbara J. Desoer
  Global Technology, Service and Fulfillment Executive   Global Technology, Service and Fulfillment Executive of Bank of America Corporation
 
       
William Barnet, III
  Director   Chairman, President and Chief Executive Officer of The Barnet Company
 
       
Frank P. Bramble, Sr.
  Director   Former Executive Officer of MBNA Corporation
 
       
John T. Collins
  Director   Chief Executive Officer of The Collins Group, Inc.
 
       
Gary L. Countryman
  Director   Chairman Emeritus of Liberty Mutual Group
 
       
Tommy R. Franks
  Director   Retired General, United States Army
 
       
Paul Fulton
  Director   Chairman of Bassett Furniture Industries, Inc.
 
       
Charles K. Gifford
  Director   Former Chairman of Bank of America Corporation
 
       
W. Steven Jones
  Director   Dean of Kenan-Flagler Business School, University of North Carolina at Chapel Hill
 
       
Monica Lozano
  Director   Publisher and Chief Executive Officer of La Opinion
 
       
Walter E. Massey
  Director   President of Morehouse College
 
       
Thomas J. May
  Director   Chairman of President and Chief Executive Officer, NSTAR
 
       
Patricia E. Mitchell
  Director   President and Chief Executive Officer of The Museum of Television and Radio
 
       
Thomas M. Ryan
  Director   Chairman, President and Chief Executive Officer of CVS Corporation
 
       
O. Temple Sloan, Jr.
  Director   Chairman of the International Group, Inc.
 
       
Meredith R. Spangler
  Director   Director of C.D. Spangler Construction Company, Chairman of the Board of C.D. Spangler Foundation, Trustee of Wellesley College Board of Trustees
 
       
Robert L. Tillman
  Director   Chairman and CEO Emeritus of Lowe’s Companies, Inc.
 
       
Jackie M. Ward
  Director   Outside Managing Director, Intec Telecom Systems PLC
     The name, position and present principal occupation of each director and executive officer of NB Holdings Corporation are set forth below.
     The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.
     To the knowledge of NB Holdings Corporation, each director and executive officer listed below is a citizen of the United States.


Table of Contents

55 of 68
         
Name   Position   Principal Occupation
Kenneth D. Lewis
  Chairman, Chief Executive Officer, President and Director   Chairman, Chief Executive Officer and President of Bank of America Corporation
 
       
Gregory L. Curl
  President   Vice Chairman of Bank of America Corporation
 
       
Alvaro G. De Molina
  Chief Financial Officer and Director   Chief Financial Officer of Bank of America Corporation
 
       
Amy Woods Brinkley
  Global Risk Executive and Director   Global Risk Executive of Bank of America Corporation
     The name, position and present principal occupation of each director and executive officer of NationsBanc Montgomery Holdings Corporation are set forth below.
     The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.
     To the knowledge of NationsBanc Montgomery Holdings Corporation, each director and executive officer listed below is a citizen of the United States.
         
Name   Position   Principal Occupation
Robert Qutub
  President and Director   Senior Vice President, Global Corporate and Investment Bank of Bank of America Corporation
 
       
Merrily S. Gerrish
  Senior Vice President   Associate General Counsel of Bank of America Corporation
     The name, position and present principal occupation of each director and executive officer of Banc of America Securities LLC are set forth below.
     The business address of each director and executive officer listed below is 100 North Tyron Street, Bank of America Corporation Center, Charlotte, NC 28255.
     To the knowledge of Banc of America Securities LLC, each director and executive officer listed below is a citizen of the United States.
         
Name   Position   Principal Occupation
Mark Werner
  Chief Executive Officer and Manager   Chief Executive Officer of Banc of America Securities LLC
 
       
Thomas Berkery
  Chief Operating Officer and Manager   Chief Operating Officer of Banc of America Securities LLC
 
       
Charles Williams
  Chief Administrative Officer and Manager   Chief Administrative Officer of Banc of America Securities LLC
 
       
Brian J. Brille
  Manager   Managing Director of Banc of America Securities LLC


Table of Contents

56 of 68
SCHEDULE III
Merrill Entities:
          On May 25, 2006, Ann N. Reese, a director of Merrill Lynch & Co., Inc., sold 1,100 shares of Common Stock for $43.2002 per share. The Merrill Entities are in the process of obtaining additional information relating to this Schedule III in respect of the Merrill Entities and this Schedule III of this Statement will be amended promptly after such additional information has been obtained to reflect such additional information.
Citigroup:


Table of Contents

57 of 68
     Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
                                 
Description of   Purchase (P)/                
Security   Sale (S)   Date   Quantity   Low   High
Common Stock
  P   6/1/2006     279,834     $ 44.5400     $ 44.9900  
Common Stock
  S   6/1/2006     185,999     $ 44.7219     $ 44.9900  
Common Stock
  P   6/2/2006     7,551     $ 44.8700     $ 45.0300  
Common Stock
  S   6/2/2006     7,753     $ 44.9300     $ 45.0300  
Common Stock
  P   6/5/2006     15,202     $ 44.2000     $ 45.0400  
Common Stock
  S   6/5/2006     11,896     $ 44.2500     $ 44.9656  
Common Stock
  P   6/6/2006     2,567     $ 44.4200     $ 44.7800  
Common Stock
  S   6/6/2006     7,114     $ 44.3500     $ 44.7800  
Common Stock
  P   6/7/2006     270,352     $ 44.7700     $ 45.3800  
Common Stock
  S   6/7/2006     195,054     $ 44.7300     $ 45.2700  
Common Stock
  P   6/8/2006     21,103     $ 44.3400     $ 45.1500  
Common Stock
  S   6/8/2006     79,886     $ 44.2400     $ 45.1500  
Common Stock
  P   6/9/2006     14,655     $ 43.5700     $ 44.3200  
Common Stock
  S   6/9/2006     40,028     $ 43.6300     $ 44.4000  
Common Stock
  P   6/12/2006     28,743     $ 43.6100     $ 43.9150  
Common Stock
  S   6/12/2006     31,347     $ 43.5000     $ 44.0200  
Common Stock
  P   6/13/2006     18,258     $ 42.9100     $ 43.7200  
Common Stock
  S   6/13/2006     10,803     $ 42.9000     $ 43.4800  
Common Stock
  P   6/14/2006     21,745     $ 42.2800     $ 43.0300  
Common Stock
  S   6/14/2006     27,320     $ 42.4800     $ 43.0300  
Common Stock
  P   6/15/2006     1,929     $ 42.3200     $ 43.0500  
Common Stock
  S   6/15/2006     3,498     $ 42.0300     $ 43.0700  
Common Stock
  P   6/16/2006     10,668     $ 43.0700     $ 43.5400  
Common Stock
  S   6/16/2006     8,639     $ 43.0700     $ 43.5300  
Common Stock
  P   6/19/2006     6,946     $ 43.1700     $ 43.4300  
Common Stock
  S   6/19/2006     10,336     $ 43.3300     $ 43.4200  
Common Stock
  P   6/20/2006     7,436     $ 43.1700     $ 43.4700  
Common Stock
  S   6/20/2006     1,777     $ 43.1700     $ 43.3500  
Common Stock
  P   6/21/2006     4,120     $ 43.1800     $ 43.3200  
Common Stock
  S   6/21/2006     3,420     $ 43.1300     $ 43.3300  
Common Stock
  P   6/22/2006     22,580     $ 42.8600     $ 43.1700  
Common Stock
  S   6/22/2006     21,580     $ 42.6500     $ 43.0364  
Common Stock
  P   6/23/2006     9,587     $ 426.0000     $ 42.7500  
Common Stock
  S   6/23/2006     9,435     $ 42.4900     $ 42.7600  
Common Stock
  P   6/26/2006     168     $ 42.7500     $ 42.7500  
Common Stock
  S   6/26/2006     168     $ 42.7500     $ 42.7500  
Common Stock
  P   6/27/2006     137,273     $ 42.5200     $ 42.9000  
Common Stock
  S   6/27/2006     135,592     $ 42.5200     $ 42.7700  
Common Stock
  P   6/28/2006     8,023     $ 42.1700     $ 42.5100  
Common Stock
  S   6/28/2006     1,053     $ 42.0000     $ 42.1700  

 


Table of Contents

58 of 68
                                 
Description of   Purchase (P)/                
Security   Sale (S)   Date   Quantity   Low   High
Common Stock
  P   6/29/2006     3,878     $ 41.9700     $ 42.4000  
Common Stock
  S   6/29/2006     2,150     $ 41.9700     $ 42.1900  
Common Stock
  P   6/30/2006     83,824     $ 43.1500     $ 43.3000  
Common Stock
  S   6/30/2006     56,310     $ 41.8700     $ 43.2500  
Common Stock
  P   7/3/2006     19,013     $ 42.7400     $ 43.4000  
Common Stock
  S   7/3/2006     14,416     $ 42.9600     $ 43.3200  
Common Stock
  P   7/5/2006     11,624     $ 43.1500     $ 43.3600  
Common Stock
  S   7/5/2006     9,744     $ 43.1500     $ 43.3200  
Common Stock
  P   7/6/2006     6,776     $ 43.3649     $ 43.7800  
Common Stock
  S   7/6/2006     2,480     $ 43.3900     $ 43.4700  
Common Stock
  P   7/7/2006     2,245     $ 43.5500     $ 44.0100  
Common Stock
  S   7/7/2006     8,080     $ 43.6300     $ 44.0100  
Common Stock
  P   7/10/2006     78,750     $ 43.8700     $ 44.3100  
Common Stock
  S   7/10/2006     80,150     $ 44.0982     $ 44.5800  
Common Stock
  P   7/11/2006     11,970     $ 43.6000     $ 44.1100  
Common Stock
  S   7/11/2006     70     $ 44.0100     $ 44.0100  
Common Stock
  P   7/12/2006     2,892     $ 43.3500     $ 43.6500  
Common Stock
  S   7/12/2006     13,832     $ 43.4900     $ 44.0100  
Common Stock
  P   7/13/2006     17,702     $ 43.5000     $ 43.8500  
Common Stock
  S   7/13/2006     12,766     $ 43.5300     $ 43.7500  
Common Stock
  P   7/14/2006     139,905     $ 43.4900     $ 44.0200  
Common Stock
  S   7/14/2006     210,838     $ 43.0500     $ 44.0000  
Common Stock
  P   7/17/2006     11,145     $ 43.9100     $ 44.2900  
Common Stock
  S   7/17/2006     11,131     $ 43.9100     $ 44.3800  
Common Stock
  P   7/18/2006     36,029     $ 43.1800     $ 43.9700  
Common Stock
  S   7/18/2006     31,367     $ 43.1800     $ 43.9000  
Common Stock
  P   7/19/2006     38,782     $ 43.6700     $ 44.3300  
Common Stock
  S   7/19/2006     44,156     $ 43.6700     $ 44.3300  
Common Stock
  P   7/20/2006     161,946     $ 43.9200     $ 48.7900  
Common Stock
  S   7/20/2006     44,244     $ 43.8400     $ 48.3900  
Common Stock
  P   7/21/2006     14,965     $ 76.7660     $ 47.8700  
Common Stock
  S   7/21/2006     14,887     $ 46.7300     $ 47.3500  
Common Stock
  P   7/24/2006     148,757     $ 49.2505     $ 49.8800  
Common Stock
  S   7/24/2006     73,723     $ 49.2400     $ 49.6800  
Common Stock
  P   7/25/2006     13,259     $ 49.1700     $ 49.4800  
Common Stock
  S   7/25/2006     41,849     $ 49.1600     $ 49.3400  
Common Stock
  P   7/26/2006     236,521     $ 49.7000     $ 50.0000  
Common Stock
  S   7/26/2006     213,058     $ 49.7313     $ 49.8400  
Common Stock
  P   7/27/2006     55,796     $ 49.4900     $ 49.6800  
Common Stock
  S   7/27/2006     46,354     $ 49.5000     $ 49.5800  
Common Stock
  P   7/28/2006     745     $ 49.1540     $ 49.1540  
Common Stock
  S   7/28/2006     1,423     $ 49.1500     $ 49.2000  

 


Table of Contents

59 of 68
     Citibank, N.A., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
                                     
Description of   Purchase (P)/                        
Security   Sale (S)   Date     Quantity     Low     High  
Common Stock
  P     6/1/2006       2,504     $ 43.5000     $ 43.5000  
Common Stock
  S     6/1/2006       2,504     $ 43.5000     $ 43.5000  
Common Stock
  P     6/9/2006       1,412     $ 44.5800     $ 44.5800  
Common Stock
  S     6/9/2006       2,824     $ 43.7780     $ 44.5800  
Common Stock
  P     6/16/2006       334     $ 43.4010     $ 43.4010  
Common Stock
  P     6/21/2006       52     $ 43.2400     $ 43.2400  
Common Stock
  S     6/21/2006       4,342     $ 43.1657     $ 43.1657  
Common Stock
  S     6/30/2006       4,172     $ 43.1500     $ 43.2400  
Common Stock
  S     7/5/2006       470     $ 43.2900     $ 43.2900  
Common Stock
  S     7/7/2006       165     $ 44.0100     $ 44.0100  
Common Stock
  S     7/12/2006       156     $ 43.9800     $ 43.9800  
Common Stock
  S     7/17/2006       39     $ 44.1400     $ 44.1400  
Common Stock
  S     7/27/2006       118     $ 49.5500     $ 49.5600  
     Tribeca Global Management LLC, a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
                                     
Description of   Purchase (P)/                        
Security   Sale (S)   Date     Quantity     Low     High  
Common Stock
  P     7/26/2006       90,000     $ 49.7442     $ 49.8363  
Common Stock
  P     7/27/2006       50,000     $ 49.3802     $ 49.3802  
     Citigroup agrees to furnish or make available to the Commission, at its request, the information that would otherwise be required to be furnished in response to the disclosure requirements of this Item 5(c) with respect to Citigroup or any of its subsidiaries and any supporting material or documents necessary to verify the accuracy of such information.

 


Table of Contents

60 of 68

Bank of America Entities:
          The following transactions in Common Stock were effected as described in Item 5(c) by Banc of America Securities LLC, which may be deemed attributable to Bank of America Corporation, NB Holdings Corporation and NationsBanc Montgomery Holdings Corporation:
                     
Transaction   Date   Shares     Price  
Buy
  6/26/2006     3400       42.7500  
Sell
  6/26/2006     800       42.7500  
Buy
  6/26/2006     3100       42.7600  
Sell
  6/26/2006     3100       42.7700  
Buy
  6/26/2006     10       42.7800  
Sell
  6/27/2006     1900       42.7600  
Buy
  6/27/2006     1600       42.7300  
Sell
  6/27/2006     1600       42.7200  
Sell
  6/28/2006     3300       42.2400  
Buy
  6/28/2006     100       42.1700  
Buy
  6/28/2006     200       42.1700  
Buy
  6/28/2006     600       42.2300  
Buy
  6/28/2006     1600       42.2700  


Table of Contents

61 of 68

                     
Transaction   Date   Shares     Price  
Sell
  6/28/2006     2500       42.2500  
Sell
  6/28/2006     200       42.1700  
Buy
  6/29/2006     3400       42.4000  
Buy
  6/29/2006     7400       42.1300  
Sell
  6/29/2006     12664       42.1400  
Sell
  6/29/2006     7400       42.1300  
Buy
  6/29/2006     400       42.1700  
Sell
  6/29/2006     400       42.1700  
Sell
  6/29/2006     700       42.0100  
Sell
  6/29/2006     9100       42.0300  
Buy
  6/29/2006     168       42.1300  
Buy
  6/29/2006     1732       42.0800  
Sell
  6/29/2006     1900       42.0800  
Sell
  6/29/2006     168       42.1300  
Buy
  6/30/2006     525       43.1200  
Buy
  6/30/2006     637       43.1200  
Sell
  6/30/2006     1700       43.1200  
Buy
  6/30/2006     700       43.1500  
Buy
  6/30/2006     14400       43.2100  
Buy
  6/30/2006     201854       43.1800  
Sell
  6/30/2006     3400       43.1500  
Sell
  6/30/2006     165954       43.1500  
Buy
  6/30/2006     10       43.2600  
Buy
  7/3/2006     2238       43.2000  
Buy
  7/3/2006     840       43.3900  
Sell
  7/3/2006     840       43.3900  
Buy
  7/3/2006     200       43.3400  
Sell
  7/3/2006     200       43.1800  
Buy
  7/5/2006     2125       43.2700  
Buy
  7/5/2006     952       43.2800  
Sell
  7/5/2006     165       43.3000  
Sell
  7/5/2006     202       43.2500  
Sell
  7/5/2006     255       43.2500  
Sell
  7/5/2006     330       43.3000  
Sell
  7/5/2006     4000       43.2600  
Buy
  7/5/2006     1600       43.2600  
Sell
  7/5/2006     200       43.2700  
Sell
  7/5/2006     1400       43.2500  
Buy
  7/5/2006     1600       43.2600  
Buy
  7/5/2006     1700       43.3400  
Buy
  7/5/2006     4900       43.2600  
Sell
  7/5/2006     1350       43.2500  
Sell
  7/5/2006     21400       43.2500  
Buy
  7/5/2006     90       43.1200  
Buy
  7/6/2006     600       43.3800  
Buy
  7/6/2006     900       43.3700  
Sell
  7/6/2006     4200       43.3500  
Buy
  7/6/2006     1600       43.4100  
Buy
  7/6/2006     100       43.3500  
Buy
  7/6/2006     4400       43.3400  
Buy
  7/6/2006     760       43.3500  
Sell
  7/6/2006     275       43.3600  


Table of Contents

62 of 68

                     
Transaction   Date   Shares     Price  
Buy
  7/7/2006     1700       43.4400  
Sell
  7/7/2006     1700       44.0400  
Sell
  7/7/2006     4200       44.0100  
Buy
  7/7/2006     400       43.8500  
Sell
  7/7/2006     400       43.8400  
Sell
  7/7/2006     1600       43.4700  
Buy
  7/7/2006     5800       43.8600  
Buy
  7/10/2006     1800       44.4200  
Sell
  7/10/2006     1700       44.5500  
Buy
  7/10/2006     800       44.3900  
Sell
  7/10/2006     800       44.3900  
Buy
  7/10/2006     1100       44.5200  
Buy
  7/10/2006     1600       44.5100  
Buy
  7/10/2006     2000       44.3300  
Sell
  7/10/2006     1500       44.5200  
Sell
  7/10/2006     1600       44.3300  
Sell
  7/10/2006     1600       44.5100  
Sell
  7/10/2006     90       44.4500  
Buy
  7/11/2006     3400       43.6300  
Sell
  7/11/2006     8893       44.0100  
Buy
  7/11/2006     2000       43.9300  
Sell
  7/11/2006     100       43.9300  
Sell
  7/11/2006     1600       44.5100  
Sell
  7/11/2006     1900       43.9700  
Buy
  7/11/2006     1700       44.4800  
Buy
  7/11/2006     37       44.0000  
Sell
  7/11/2006     945       44.0100  
Buy
  7/12/2006     3400       43.6900  
Sell
  7/12/2006     5315       43.5700  
Buy
  7/12/2006     155       43.6100  
Sell
  7/12/2006     155       43.6100  
Sell
  7/12/2006     700       43.5700  
Buy
  7/12/2006     400       43.6800  
Sell
  7/12/2006     400       43.6200  
Buy
  7/12/2006     700       43.5700  
Sell
  7/12/2006     65       44.0100  
Buy
  7/13/2006     1700       43.4500  
Sell
  7/13/2006     7258       43.5300  
Buy
  7/13/2006     1900       43.5300  
Buy
  7/13/2006     200       43.5900  
Buy
  7/13/2006     580       43.5900  
Sell
  7/13/2006     780       43.5900  
Buy
  7/13/2006     70       43.5600  
Buy
  7/13/2006     1900       43.7000  
Sell
  7/13/2006     1970       43.6900  
Buy
  7/13/2006     100       43.5800  
Buy
  7/13/2006     300       43.5600  
Sell
  7/13/2006     1900       43.5300  
Buy
  7/14/2006     32000       43.8800  
Sell
  7/14/2006     1839       43.3900  
Buy
  7/14/2006     220       43.9900  
Sell
  7/14/2006     220       43.9900  


Table of Contents

63 of 68

                     
Transaction   Date   Shares     Price  
Buy
  7/14/2006     1600       43.7200  
Sell
  7/14/2006     370       43.7200  
Sell
  7/14/2006     1230       43.6900  
Sell
  7/17/2006     319       44.0600  
Sell
  7/17/2006     1200       44.0600  
Sell
  7/17/2006     11000       44.0600  
Buy
  7/17/2006     11000       44.0600  
Buy
  7/17/2006     70       43.9600  
Buy
  7/17/2006     100       44.0900  
Buy
  7/17/2006     200       44.1000  
Sell
  7/17/2006     370       44.0900  
Buy
  7/17/2006     200       44.0400  
Buy
  7/17/2006     1000       44.0700  
Sell
  7/17/2006     1800       44.0700  
Buy
  7/18/2006     1519       44.0600  
Sell
  7/18/2006     1700       44.0600  
Buy
  7/18/2006     2400       43.7500  
Buy
  7/18/2006     60       43.9400  
Sell
  7/18/2006     850       43.1600  
Buy
  7/19/2006     5000       44.4000  
Buy
  7/19/2006     1700       44.3000  
Buy
  7/19/2006     1200       43.7200  
Sell
  7/19/2006     1200       43.7100  
Buy
  7/19/2006     100       43.8700  
Buy
  7/20/2006     50000       48.0900  
Sell
  7/20/2006     1700       43.7000  
Buy
  7/20/2006     7       48.0400  
Buy
  7/20/2006     200       44.3800  
Buy
  7/20/2006     33586       48.1300  
Sell
  7/20/2006     200       44.3800  
Buy
  7/20/2006     25       48.0700  
Sell
  7/21/2006     3000       47.8500  
Buy
  7/21/2006     11400       47.1000  
Sell
  7/21/2006     3000       47.5100  
Sell
  7/21/2006     1700       47.8500  
Sell
  7/21/2006     600       47.8700  
Buy
  7/21/2006     100       47.8700  
Sell
  7/21/2006     100       47.2800  
Sell
  7/21/2006     100       47.8700  
Sell
  7/21/2006     22900       47.1300  


Table of Contents

64 of 68

          The following were effected as described in Item 5(c) by Bank of America, National Association, which may be deemed attributable to Bank of America Corporation and NB Holdings Corporation:
                     
Transaction   Date   Shares     Price  
Sell
  5/24/2006     600       42.9316  
Sell
  5/25/2006     7475       43.3177  
Sell
  5/25/2006     8700       43.2908  
Sell
  5/25/2006     2585       43.3200  
Sell
  5/25/2006     8240       43.2908  
Sell
  5/25/2006     300       43.3400  
Sell
  5/25/2006     900       43.3300  
Sell
  5/25/2006     155       43.2600  
Sell
  5/26/2006     710       43.8000  
Sell
  5/26/2006     50       43.8000  
Sell
  5/26/2006     95       43.7900  
Sell
  5/26/2006     38       43.7700  
Sell
  5/30/2006     155       43.7500  
Sell
  5/30/2006     420       43.7500  
Sell
  5/30/2006     2330       43.7500  
Sell
  6/01/2006     575       44.6200  
Sell
  6/06/2006     50       44.4300  
Sell
  6/06/2006     25       44.5800  
Sell
  6/06/2006     200       44.4300  
Sell
  6/06/2006     600       44.5000  
Sell
  6/06/2006     125       44.4400  
Sell
  6/06/2006     75       44.4700  
Sell
  6/06/2006     200       44.4500  
Sell
  6/06/2006     405       44.3699  
Sell
  6/06/2006     490       44.3694  
Sell
  6/06/2006     140       44.3900  
Sell
  6/06/2006     550       44.3600  
Sell
  6/06/2006     205       44.4720  
Sell
  6/07/2006     125       44.7800  
Sell
  6/07/2006     1125       45.3064  
Sell
  6/07/2006     645       45.3800  
Sell
  6/07/2006     350       44.9900  
Sell
  6/09/2006     675       44.4000  
Sell
  6/09/2006     540       43.9200  
Sell
  6/09/2006     210       44.0600  
Sell
  6/13/2006     125       43.6100  
Sell
  6/13/2006     140       43.6100  
Sell
  6/13/2006     1790       43.6100  
Sell
  6/14/2006     400       42.2400  
Sell
  6/14/2006     200       42.8400  
Sell
  6/15/2006     150       42.3600  
Sell
  6/16/2006     300       43.4022  
Sell
  6/16/2006     4500       43.4100  
Sell
  6/19/2006     240       43.4158  
Sell
  6/20/2006     100       43.3600  
Sell
  6/22/2006     350       43.0000  
Sell
  6/22/2006     290       43.0000  
Sell
  6/26/2006     375       42.7500  
Buy
  6/27/2006     30300       42.5200  


Table of Contents

65 of 68

                     
Transaction   Date   Shares     Price  
Buy
  6/28/2006     600       42.4500  
Sell
  6/28/2006     240       42.1700  
Sell
  6/28/2006     500       42.1800  
Sell
  7/03/2006     3145       43.0812  
Sell
  7/07/2006     145       43.6600  
Sell
  7/10/2006     400       44.3700  
Sell
  7/11/2006     1250       43.8500  
Sell
  7/11/2006     200       43.9750  
Sell
  7/11/2006     75       43.9800  
Sell
  7/17/2006     400       44.4100  
Sell
  7/17/2006     600       44.0567  
Sell
  7/17/2006     300       44.0000  
Sell
  7/17/2006     500       44.0107  
Sell
  7/18/2006     245       43.7100  
Sell
  7/18/2006     660       43.7500  
Sell
  7/19/2006     140       44.3000  
Sell
  7/19/2006     380       43.9700  
Buy
  7/20/2006     49000       48.3300  
Sell
  7/20/2006     325       46.0669  
Sell
  7/20/2006     280       47.6500  
Sell
  7/24/2006     490       49.2800  


Table of Contents

66 of 68

          The following were effected as described in Item 5(c) by Columbia Management Group, LLC, which may be deemed attributable to Bank of America Corporation and NB Holdings Corporation:
                     
Transaction   Date   Shares     Price  
Buy
  5/24/2006     75       42.9500  
Sell
  6/7/2006     11       44.7700  
Sell
  6/7/2006     39       44.7700  
Sell
  6/16/2006     1000       43.4000  
Buy
  6/16/2006     25       43.4000  
Buy
  6/16/2006     400       43.4000  
Buy
  6/16/2006     200       43.4000  
Buy
  6/16/2006     300       43.4000  
Buy
  6/16/2006     100       43.4000  
Buy
  6/16/2006     100       43.4000  
Buy
  6/16/2006     50       43.4000  
Buy
  6/16/2006     1100       43.4000  
Sell
  6/23/2006     3000       42.7500  
Buy
  6/27/2006     300       42.7833  
Buy
  7/3/2006     100       43.3200  
Buy
  7/14/2006     400       44.0000  
Sell
  7/21/2006     300       47.2000  
Sell
  7/21/2006     2600       47.2000  
Sell
  7/21/2006     300       47.2000  
Sell
  7/21/2006     490       47.2000  
Sell
  7/21/2006     70       47.2000  
Sell
  7/21/2006     100       47.2000  
Sell
  7/24/2006     100       49.5900  
Sell
  7/28/2006     100       49.1730  
Sell
  7/28/2006     700       49.1730  
Sell
  7/28/2006     1800       49.1730  
Sell
  7/28/2006     400       49.1730  


Table of Contents

67 of 68

SCHEDULE IV
     Citigroup:
          On November 19, 2001, the SEC instituted public cease-and-desist proceedings against The State Bank of India (“SBI”) and Citibank, N.A (“Citibank”), a subsidiary of Citigroup, related to an unregistered offering of securities in the United States by SBI and Citibank. Citibank was found to have violated Sections 5(a) and (c) of the Securities Act of 1933 (“Securities Act”), by offering and selling securities and was ordered to cease and desist, pursuant to Section 8A of the Securities Act, from committing or causing any violation and any future violation of Sections 5(a) and (c) of the Securities Act.
          On December 3, 2002, Salomon Smith Barney Inc. (“Salomon Smith Barney”), now named Citigroup Global Markets Inc. (“CGMI”), a subsidiary of Citigroup, was one of eight respondents to settle SEC, NYSE, and NASD charges of violations of the record-keeping requirements of Section 17(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17a-4 thereunder during the period from 1999 to at least 2001. The SEC order found that, during all or part of the relevant period, each Respondent failed to preserve for three years, and/or to preserve in an accessible place for two years, electronic mail communications (including inter-office memoranda and communications) received and sent by its agents and employees that related to its business as a member of an exchange, broker or dealer. The SEC order also found that each of the respondents lacked adequate systems or procedures for the preservation of electronic mail communications. The SEC order required the respondents to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 17a-4 promulgated thereunder. Respondents were censured pursuant to Section 15(b)(4) of the Exchange Act. Each respondent was also required to pay the amount of $1,650,000, divided equally between the SEC, NASD, and NYSE.
          On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. Salomon Smith Barney paid $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not establish wrongdoing or liability for purposes of any other proceeding.
          On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron’s and Dynegy’s financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron’s and Dynegy’s violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron’s and Dynegy’s violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty.
          On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.
          In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the “AWC”) that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI’s consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its


Table of Contents

68 of 68

disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI’s recommendations to its customers of different class shares of mutual funds.
          On May 31, 2005, the SEC issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a former subsidiary of Citigroup, and CGMI relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (“Smith Barney Funds”). The SEC order found that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order found that SBFM and CGMI knowingly or recklessly failed to disclose to the Boards of the Smith Barney Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Smith Barney Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that the Citigroup Asset Management business unit (“CAM”), the former Citigroup business unit that included the Smith Barney Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also found that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Smith Barney Funds’ Boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Smith Barney Funds’ best interests and that no viable alternatives existed. SBFM and CGMI did not admit or deny any wrongdoing or liability. The settlement did not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. The order also required that transfer agency fees received from the Smith Barney Funds since December 1, 2004 less certain expenses be placed in escrow and provided that a portion of such fees may be subsequently distributed in accordance with the terms of the order. The order required SBFM to recommend a new transfer agent contract to the Smith Barney Fund Boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Smith Barney Fund Board, CAM will retain at its own expense an independent consulting expert to advise and assist the Board on the selection of certain service providers affiliated with Citigroup.
     Merrill Entities:
     On May 31, 2006, as part of a settlement relating to managing auctions for auction rate securities, the Commission accepted the offer of settlement of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and issued a settlement order on May 31, 2006. The Commission found, and MLPF&S neither admitted nor denied, that MLPF&S violated section 17(a)(2) of the Securities Act of 1933 by managing auctions for auction rate securities in ways that were not adequately disclosed or that did not conform to disclosed procedures. MLPF&S submitted, and the Commission accepted, an offer of settlement whereby, without admitting or denying the findings contained in the Commission’s order, MLPF&S consented to a cease and desist order, a censure, a civil money penalty of $1,500,000 (paid to the Commission on June 1, 2006) and compliance with certain undertakings to provide customers with written descriptions of MLP&F’s material auction practices and procedures and to implement procedures reasonably designed to prevent and detect failures by MLP&F’s to conduct auctions for auction rate securities in accordance with disclosed procedures.
     In March 2005, Merrill Lynch reached agreements with the State of New Jersey and the New York Stock Exchange and reached an agreement in principle with the State of Connecticut pursuant to which Merrill Lynch, without admitting or denying the allegations, consented to a settlement that included findings that it failed to maintain certain books and records and to reasonably supervise a team of former FAs who facilitated improper market timing by a hedge fund client. Merrill Lynch terminated the FAs in October 2003, brought the matter to the attention of regulators, and cooperated fully in the regulators’ review. The settlement will result in aggregate payments of $13.5 million.
     In March 2005, Merrill Lynch reached an agreement in principle with the New York Stock Exchange pursuant to which Merrill Lynch, without admitting or denying the allegations, will consent to a settlement that includes findings with regard to certain matters relating to the failure to deliver prospectuses for certain auction rate preferred shares and open-end mutual funds; the failure to deliver product descriptions with regard to certain exchange traded funds; the failure to ensure that proper registration qualifications were obtained for certain personnel; issues with regard to the retention, retrieval and review of e-mails; isolated lapses in branch office supervision; late reporting of certain events such as customer complaints and arbitrations; the failure to report certain complaints in quarterly reports to the NYSE due to a systems error; and partial non-compliance with Continuing Education requirements. The settlement will result in a payment of $10 million to the NYSE.
     On November 3, 2004, a jury in Houston, Texas convicted four former Merrill Lynch employees of criminal misconduct in connection with a Nigerian barge transaction that the government alleged helped Enron inflate its 1999 earnings by $12 million. The jury also found that the transaction led to investor losses of $13.7 million. Those convictions were reversed by a federal appellate court on August 1, 2006, except for one conviction against one employee based on perjury and obstruction of justice. In 2003, Merrill Lynch agreed to pay $80 million to settle SEC charges that it aided and abetted Enron’s fraud by engaging in two improper year-end transactions in 1999, including the Nigerian barge transaction. The $80 million paid in connection with the settlement with the SEC will be made available to settle investor claims. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.
     On or about June 27, 2003, the Attorney General for the State of West Virginia brought an action against the defendants that participated in the April 28, 2003, settlement described above. The action, filed in the West Virginia State Court, alleges that the defendants’ research practices violated the West Virginia Consumer Credit and Protection Act. On August 27, 2003, defendants moved to dismiss on grounds that the West Virginia Consumer Credit and Protection Act does not relate to or apply to securities and the complaint exceeds the Attorney General’s authority. In addition, Merrill Lynch filed a supplemental brief asserting that because it had already settled with the State of West Virginia in November 2003 concerning the same alleged research practices, the present action was barred. On October 1, 2003, the West Virginia Attorney General filed his response, and on October 27, 2003, the defendants filed their replies. On September 16, 2005, the Circuit Court of Marshall County, West Virginia, dismissed the case, following an earlier decision by the West Virginia Supreme Court holding that the West Virginia Attorney General lacked authority to bring the claims.
     On April 28, 2003, the Securities and Exchange Commission, New York Stock Exchange, National Association of Securities Dealers, and state securities regulators announced that the settlements-in-principle that the regulators had disclosed on December 20, 2002 had been reduced to final settlements with regard to ten securities firms, including Merrill Lynch. On October 31, 2003, the United States District Court for the Southern District of New York entered final judgments in connection with the April 28, 2003, research settlements. The final settlements pertaining to Merrill Lynch, which involved both monetary and non-monetary relief set forth in the regulators’ announcements, brought to a conclusion the regulatory actions against Merrill Lynch related to alleged conflicts of interest affecting research analysts. Merrill Lynch entered into these settlements without admitting or denying the allegations and findings by the regulators, and the settlements did not establish wrongdoing or liability for purposes of any other proceedings.
     On March 17, 2003, Merrill Lynch announced that it had entered into a final settlement agreement with the Securities and Exchange Commission regarding a previously disclosed investigation into two 1999 transactions with Enron. This agreement, in which Merrill Lynch neither admitted nor denied any wrongdoing, finalized a previously reported settlement-in-principle of February 20, 2003 and concluded the SEC’s investigation of all Enron-related matters with respect to Merrill Lynch. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.
     For further information, reference is made to the Form ADV of Merrill Lynch on file with, and publicly available on the website of, the Securities and Exchange Commission.
     Bank of America Entities:
     PURSUANT TO AN OFFER OF SETTLEMENT BY BANC OF AMERICA SECURITIES LLC (“BAS”) IN WHICH IT NEITHER ADMITTED NOR DENIED THE FINDINGS, THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ENTERED AN ORDER ON FEBRUARY 9, 2005, FINDING THAT FROM JULY 2000 THROUGH JULY 2003, BAS FACILITATED MARKET TIMING AND LATE TRADING BY SOME INTRODUCING BROKER-DEALERS AND A HEDGE FUND, PROVIDED ACCOUNT MANAGEMENT TOOLS AND OTHER ASSISTANCE, AND ENABLED INTRODUCING BROKER-DEALERS TO CONCEAL THEIR CLIENT’S MARKET TIMING ACTIVITIES FROM MUTUAL FUNDS. THE SEC ORDER PROVIDES THAT BAS IS CENSURED; BAS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY PRESENT OR FUTURE VIOLATIONS OF 17 (A) OF THE SECURITIES ACT, 10(B), (15C) AND 17(A) OF THE EXCHANGE ACT AND RULES 10B-5, 15C1-2, 17A-3 AND 17A-4 THEREUNDER AND RULE 22C-1, AS ADOPTED UNDER 22(C) OF THE INVESTMENT COMPANY ACT, AND FROM CAUSING ANY PRESENT OR FUTURE VIOLATIONS OF 34(B) OF THE INVESTMENT CO. ACT AND 206(1) AND 206(2) OF THE ADVISERS ACT; BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BANC OF AMERICA CAPITAL MANAGEMENT, LLC (“BACAP”) AND BACAP DISTRIBUTORS, LLC (“BACAP DISTRIBUTORS”) $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION; AND BAS SHALL COMPLY WITH CERTAIN REMEDIAL UNDERTAKINGS. THE SEC ORDER PROVIDES THAT: (1) BAS SHALL MAINTAIN A COMPLIANCE AND ETHICS OVERSIGHT INFRASTRUCTURE HAVING, AMONG OTHER THINGS, A CODE OF ETHICS OVERSIGHT COMMITTEE, AN INTERNAL COMPLIANCE CONTROLS COMMITTEE, A SENIOR LEVEL COMPLIANCE OFFICER FOR CONFLICTS OF INTEREST AND A CORPORATE OMBUDSMAN; (2) BAS SHALL RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT TO, AMONG OTHER THINGS, REVIEW COMPLIANCE, SUPERVISORY, AND OTHER POLICIES AND PROCEDURES; (3)BAS SHALL ADOPT THE RECOMMENDATIONS OF SUCH CONSULTANT SUBJECT TO A MECHANISM FOR RESOLVING DISAGREEMENTS; (4) BAS SHALL UNDERGO THIRD PARTY COMPLIANCE REVIEW EVERY OTHER YEAR; AND (5) RETAIN AN INDEPENDENT DISTRIBUTION CONSULTANT. THE ORDER PROVIDES THAT IN THE EVENT THAT BAS TRANSFERS RESPONSIBILITY FOR RETAIL SALES AND RETAIL BROKERAGE ORDER PROCESSING OF MUTUAL FUNDS TO A SUCCESSOR AFFILIATED ENTITY, THAT ENTITY SHALL COMPLY WITH SPECIFIED UNDERTAKINGS. BAS HAS TRANSFERRED THE RESPONSIBILITY FOR RETAIL SALES AND RETAIL BROKERAGE ORDER PROCESSING OF OPEN-END MUTUAL FUNDS, OTHER THAN MONEY MARKET FUNDS, TO BANC OF AMERICA INVESTMENT SERVICES, INC. (“BAIS”). IN ADDITION, THE NATIONS FUNDS HAVE VOLUNTARILY UNDERTAKEN TO OPERATE IN ACCORDANCE WITH CERTAIN GOVERNANCE POLICIES AND PRACTICES INCLUDING, HAVING TRUSTEES STAND FOR ELECTION PRIOR TO MAY 1, 2005; ARRANGING FOR CERTAIN SPECIFIED TRUSTEES TO RESIGN AND/OR TO NOT STAND FOR ELECTION; REQUIRING 75% OF TRUSTEES MEET INDEPENDENCE STANDARDS; REQUIRING THE CHAIRMAN BE INDEPENDENT; AND EMPLOYING COUNSEL TO THE INDEPENDENT TRUSTEES WHO MEET INDEPENDENCE STANDARDS; AND DESIGNATING AN INDEPENDENT COMPLIANCE OFFICER. BAS VOLUNTARILY UNDERTOOK TO EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004.
     THE SEC FOUND THAT IN 1997 AND 1998, BANKAMERICA CORPORATION (“BANKAMERICA”), PREDECESSOR OF THE BANK OF AMERICA CORPORATION, VIOLATED VARIOUS EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS WITH RESPECT TO A BUSINESS ALLIANCE BETWEEN BANKAMERICA AND D.E. SHAW SECURITIES GROUP, L.P. AND RELATED ENTITIES. ON JULY 30, 2001, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, CHARGES OR FINDINGS, BANK OF AMERICA CORPORATION CONSENTED TO ENTRY OF AN ADMINISTRATIVE ORDER PROVIDING THAT IT CEASE AND DESIST FROM COMMITTING OR CAUSING ANY FUTURE VIOLATIONS OF THE EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS CITED IN THE SEC’S ALLEGATIONS. ON JULY 30, 2001, THE SEC FOUND THAT, IN 1997 AND 1998, BANKAMERICA, (I) INCORRECTLY ACCOUNTED FOR A FINANCIAL RELATIONSHIP, AND (II) MADE INADEQUATE DISCLOSURES RELATED TO RISK IN EXCHANGE ACT REPORT FILINGS WITH THE SEC, IN CONNECTION WITH A BUSINESS ALLIANCE WITH D.E. SHAW SECURITIES GROUP, L.P. AND RELATED ENTITIES. ON THE SAME DATE, WITHOUT ADMITTING OR DENYING THE SEC’S ALLEGATIONS, CHARGES OR FINDINGS, BANK OF AMERICA CORPORATION CONSENTED TO ENTRY OF AN ADMINISTRATIVE ORDER PROVIDING THAT IT CEASE AND DESIST FROM COMMITTING OR CAUSING ANY FUTURE VIOLATIONS OF THE EXCHANGE ACT ACCOUNTING AND REPORTING PROVISIONS CITED IN THE SEC’S ALLEGATIONS.
     ON MARCH 9, 2004, BAS CONSENTED TO THE ISSUANCE OF AN ORDER BY SEC, WITHOUT OTHERWISE ADMITTING OR DENYING THE FINDINGS SET FORTH IN THE ORDER, IN WHICH THE COMMISSION (I) FOUND THAT BAS VIOLATED SECTIONS 17(A) AND 17(B) OF THE EXCHANGE ACT, AND RULE 17A-4(J) OF THE EXCHANGE ACT; (II) ORDERED THAT PURSUANT TO SECTION 21C OF EXCHANGE ACT, BAS CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 17(A) AND 17(B) OF THE EXCHANGE ACT AND RULE 17A-4(J) THEREUNDER; (III) ORDERED THAT BAS BE CENSURED PURSUANT TO SECTION 15(B)(4) OF THE EXCHANGE ACT; AND (IV) ORDERED THAT BAS PAY A CIVIL PENALTY IN THE AMOUNT OF $10,000,000.
     ON MAY 31, 2006, THE SEC ISSUED AN ORDER IN A PROCEEDING ALLEGING VIOLATION BY BAS OF SECTION 17(A)(2) OF THE SECURITIES ACT. THE SEC ORDERED THAT NOT LATER THAN 6 MONTHS AFTER THE ENTRY OF THIS ORDER, BAS SHALL PROVIDE ALL OF ITS CUSTOMERS WHO HOLD AUCTION RATE SECURITIES (“HOLDERS”) AND THE ISSUERS OF SUCH SECURITIES (“ISSUERS”) WITH A WRITTEN DESCRIPTION OF BAS MATERIAL AUCTION PRACTICES AND PROCEDURES. FURTHERMORE, COMMENCING NOT LATER THAN 3 MONTHS AFTER THE ENTRY OF THIS ORDER, BAS SHALL AT ALL TIMES MAKE A DESCRIPTION OF ITS THEN-CURRENT MATERIAL AUCTION PRACTICES AND PROCEDURES AVAILABLE TO (1) ALL CUSTOMERS AND BROKER-DEALERS WHO ARE PARTICIPATING THROUGH SUCH BAS IN AN AUCTION OF AUCTION RATE SECURITIES ON THE PORTION OF ITS WEBSITE THAT IS ACCESSIBLE TO SUCH CUSTOMERS AND BROKER-DEALERS AND IS RELATED TO SUCH AUCTION AND (2) THE GENERAL PUBLIC ON ANOTHER PORTION OF ITS WEBSITE ACCESSIBLE TO THE GENERAL PUBLIC. NOT LATER THAN 6 MONTHS AFTER THE DATE OF THIS ORDER, UNLESS OTHERWISE EXTENDED BY THE STAFF OF THE SEC FOR GOOD CAUSE SHOWN, BAS’S CHIEF EXECUTIVE OFFICER OR GENERAL COUNSEL SHALL CERTIFY IN WRITING TO THE STAFF OF THE SEC THAT BAS HAS IMPLEMENTED PROCEDURES THAT ARE REASONABLY DESIGNED TO PREVENT AND DETECT FAILURES BY BAS TO CONDUCT THE AUCTION PROCESS IN ACCORDANCE WITH THE AUCTION PROCEDURES DISCLOSED IN THE DISCLOSURE DOCUMENTS AND ANY SUPPLEMENTAL DISCLOSURES AND THAT THE BAS IS IN COMPLIANCE WITH THIS ORDER. WITHOUT ADMITTING OR DENYING THE FINDINGS, BAS CONSENTED TO THE ENTRY OF THIS ORDER; ACCORDINGLY, PURSUANT TO SECTION 8A OF THE SECURITIES ACT AND SECTION 15(B) OF THE EXCHANGE ACT, IS ORDERED THAT BAS IS CENSURED, SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THE SECURITIES ACT; AND SHALL, WITHIN 10 DAYS OF THE ENTRY OF THIS ORDER, PAY A CIVIL MONEY PENALTY OF $750,000 TO THE UNITED STATES TREASURY.
     THE OFFICE OF THE NEW YORK ATTORNEY GENERAL ISSUED AN ASSURANCE OF DISCONTINUANCE WHICH PROVIDES THAT BAS SHALL CEASE AND DESIST FROM ENGAGING IN ACTS IN VIOLATION OF AND WILL COMPLY WITH THE MARTIN ACT, GENERAL BUSINESS LAW 349 AND EXECUTIVE LAW 63(12); SHALL PAY, JOINTLY AND SEVERALLY WITH BANC OF AMERICA CAPITAL MANAGEMENT, LLC (“BACAP”) AND BACAP DISTRIBUTORS, LLC (“BACAP DISTRIBUTORS”), $250 MILLION IN DISGORGEMENT AND A CIVIL MONEY PENALTY IN THE AMOUNT OF $125 MILLION. ON FEBRUARY 9, 2005, NEITHER ADMITTING NOR DENYING THE FINDINGS, BAS ENTERED INTO AN ASSURANCE OF DISCONTINUANCE WITH THE OFFICE OF THE NEW YORK ATTORNEY GENERAL TO SETTLE ALLEGATIONS IT HAD VIOLATED THE MARTIN ACT, EXECUTIVE LAW 63(12), AND THE GENERAL BUSINESS LAW 349. THE ASSURANCE OF DISCONTINUANCE FINDS THAT BAS, FROM AS EARLY AS JULY 2000 THROUGH JULY 2003, FACILITATED MARKET TIMING AND LATE TRADING BY SOME INTRODUCING BROKER-DEALERS AND A HEDGE FUND AND PROVIDED ACCOUNT MANAGEMENT TOOLS AND OTHER ASSISTANCE AND ENABLED INTRODUCING BROKER-DEALERS TO CONCEAL THEIR CLIENT’S MARKET TIMING ACTIVITIES FROM MUTUAL FUNDS. THE NEW YORK ATTORNEY GENERAL ASSURANCE OF DISCONTINUANCE PROVIDES THAT BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION. THE ASSURANCE OF DISCONTINUANCE STATES THAT BAS WILL VOLUNTARILY EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004 AND IF BAS SEEKS TO CONDUCT ANY INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS RELATING TO UNAFFILIATED BROKER-DEALERS, IT UNDERTAKES TO RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT. BAS SHALL PAY, ON A JOINT AND SEVERAL BASIS WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT AND A CIVIL MONEY PENALTY OF $125 MILLION. THIS IS THE SAME PAYMENT AS TO BE PAID UNDER THE PARALLEL SEC ORDER DATED FEBRUARY 9, 2005. THE NYAG ASSURANCE OF DISCONTINUANCE PROVIDES THAT BAS SHALL PAY, JOINTLY AND SEVERALLY WITH BACAP AND BACAP DISTRIBUTORS, $250 MILLION IN DISGORGEMENT PLUS A CIVIL MONEY PENALTY OF $125 MILLION. THE ASSURANCE OF DISCONTINUANCE STATE THAT BAS WILL VOLUNTARILY EXIT THE UNAFFILIATED INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS BY DECEMBER 31, 2004 AND IF BAS SEEKS TO CONDUCT ANY INTRODUCING BROKER-DEALER MUTUAL FUND CLEARING BUSINESS RELATING TO UNAFFILIATED BROKER-DEALERS, IT UNDERTAKES TO RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT.
     Any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws may be described or described more fully in the disclosure incorporated by reference to Exhibit 99.18 hereto.