As filed with the Securities and Exchange Commission on January 25, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
ORNDA HEALTHCORP
(Exact name of registrant as specified in its charter)
Delaware 75-1776092
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3401 West End Avenue, Suite 700
Nashville, Tennessee 37203
(615) 383-8599
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________
Ronald P. Soltman, Esq.
Senior Vice President , Secretary and General Counsel
OrNda HealthCorp
3401 West End Avenue, Suite 700
Nashville, Tennessee 37203
(615) 383-8599
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined in
light of market conditions and other factors.<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividends or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Price Per Share (2) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock 140,000 $24.82 $3,474,800 $1,198.21
($.01 par value)
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</TABLE>
(1) Represents the number of shares of Common Stock initially purchasable upon
the exercise of warrants. This registration statement also includes such
indeterminate number of additional shares of Common Stock as may be
issuable upon the exercise of warrants as a result of antidilution
provisions contained therein.
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act") on the basis of the average of
the $25.125 high and $24.50 low sale prices for a share of Common Stock on
the New York Stock Exchange on Friday, January 19, 1996.
________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.<PAGE>
PROSPECTUS 140,000 Shares
ORNDA HEALTHCORP
Common Stock
____________________
This Prospectus relates to 140,000 shares (the "Shares") of Common Stock,
$.01 par value, of OrNda HealthCorp (the "Company") reserved for issuance upon
the exercise of warrants issued by the Company in 1990 pursuant to a Warrant
Agreement dated as of April 30, 1990 between the Company and Society National
Bank (successor to Ameritrust Texas National Association), as warrant agent
(the "Warrants"). The Warrants entitle the holders thereof to purchase the
Shares at an exercise price of $17.89 per share until the expiration of the
Warrants on April 30, 2000. Assuming all of the Warrants are exercised, the
Company will receive proceeds in the amount of $2,504,600 before deducting
expenses payable by the Company estimated at $5,000.
The Company's Common Stock is traded on the New York Stock Market under
the symbol "ORN". On January 24, 1996, the closing price of the Common Stock
on the New York Stock Exchange was $24.50.
All expenses of this offering will be paid by the Company.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is January ___, 1996<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Room 3190, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7
World Trade Center, New York, New York 10048. Copies of such material may be
obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information concerning the Company
also may be inspected at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005 on which Exchange the Company's Common Stock
is issued. In addition, certain of such materials are available through the
Commission's Electronic Data Gathering and Retrieval System ("EDGAR").
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Stock. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 1-11591) are incorporated in this Prospectus by
reference and are made a part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended August 31, 1995.
(2) Quarterly Report on Form 10-Q for the quarterly period ended November
30, 1995.
(3) Current Reports on Form 8-K dated September 27, 1995, October 2,
1995, October 10, 1995, October 30, 1995, October 31, 1995, November
6, 1995, November 24, 1995, December 13, 1995 and January 3, 1996.
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (as filed with the Commission on
December 13, 1995), including any amendment or report filed for the
purpose of amending such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of Common Stock
made hereby shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified and superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon oral or written
request, a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Written or
telephone requests should be directed to OrNda HealthCorp, 3401 West End
Avenue, Suite 700, Nashville, Tennessee 37203, Attention: Corporate Secretary
(telephone (615) 383-8599).
RISK FACTORS
Prospective purchasers of the Common Stock should consider carefully, in
addition to the other information contained in or incorporated by reference in
this Prospectus, the following factors before purchasing any shares of Common
Stock offered hereby.
SUBSTANTIAL INDEBTEDNESS
The Company has substantial indebtedness and, as a result, significant
debt service obligations. At November 30, 1995, the Company had approximately
$996.7 million of long-term indebtedness. The Company's net debt as a
percentage of total capitalization at November 30, 1995 was 60.8%. $460
million of the Company's long-term indebtedness bears interest at rates that
fluctuate with market rates, such as the prime rate or the London Interbank
Offered Rate ("LIBOR"). A 1% increase in the prime rate or LIBOR would result
in approximately a $4.6 million increase in annual interest expense based upon
the Company's indebtedness outstanding at November 30, 1995.
The degree to which the Company is leveraged could have important
consequences to holders of Common Stock, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes may
be impaired; (ii) a substantial portion of the Company's cash flow from
operations must be dedicated to the payment of principal and interest on its
indebtedness, thereby reducing the funds available to the Company for its
operations; (iii) currently a substantial portion of the Company's borrowings,
and the Company expects that a substantial portion of its borrowings will
continue to be, at variable rates of interest, which could adversely affect
the Company's net income in periods of increasing interest rates and (iv)
certain of the Company's indebtedness contains numerous financial and other
restrictive covenants, including those restricting the incurrence of additional
indebtedness, the creation of liens, the payment of dividends and sales of
assets and sets forth minimum net worth requirements. Failure by the Company
to comply with such covenants may result in an event of default which, if not
cured or waived, could have a material adverse effect on the Company.
The Company's ability to make scheduled payments or to refinance its
obligations with respect to its indebtedness depends on its financial and
operating performance, which, in turn, is subject to prevailing economic
conditions and to financial, business and other factors beyond its control.
There can be no assurance that the Company's operating results will continue
to be sufficient for payment of the Company's indebtedness.
HEALTH CARE REGULATION AND REFORM
The health care industry is subject to extensive federal, state and local
regulation relating to licensure, conduct of operations, ownership of
facilities, addition of facilities and services and prices for services. In
particular, Medicare and Medicaid antifraud and abuse amendments (the
"Antifraud Amendments") codified under Section 1128B(b) of the Social Security
Act of 1935, as amended (the "Social Security Act"), prohibit certain business
practices and relationships that may affect the provision and cost of health
care services reimbursable under the Medicare and Medicaid programs, including
the payment or receipt of remuneration for the referral of patients whose care
will be paid for by Medicare or other government programs. Sanctions for
violating the Antifraud Amendments include criminal penalties and civil
sanctions, including fines and possible exclusion from the Medicare and
Medicaid programs. Pursuant to the Medicare and Medicaid Patient and Program
Protection Act of 1987, the U.S. Department of Health and Human Services
("HHS") has issued regulations defining practices and business arrangements
which are permissible under such amendments (the "Safe Harbors"). Certain of
the Company's current financial arrangements with physicians and other
providers, including joint ventures, do not qualify for the Safe Harbors. The
fact that a given business arrangement does not fall within a Safe Harbor does
not render the arrangement per se illegal. Business arrangements of health
care providers that fail to satisfy the applicable Safe Harbor criteria,
however, risk increased scrutiny by enforcement authorities. In addition,
Section 1877 under the Social Security Act has recently been amended (such
amendment, "Stark II") to significantly broaden the scope of prohibited
physician referrals to providers with which they have a financial arrangement.
Sanctions for violating Stark II include civil money penalties up to $15,000
per prohibited service provided, assessments equal to 200% of the dollar value
on each such service provided and exclusion from the Medicare and Medicaid
programs. Many states have adopted or are considering similar legislative
proposals, some of which extend beyond their Medicaid program, to prohibit
the payment or receipt of remuneration for the referral of patients and
physician self-referrals regardless of the source of the payment for the care.
The Company is continuing to enter into new financial arrangements with
physicians and other providers in a manner structured to comply in all material
respects with these laws. There can be no assurance, however, that
(i) governmental officials charged with the responsibility for enforcing these
laws will not assert that the Company is in violation thereof or (ii) such
statutes will ultimately be interpreted by the courts in a manner consistent
with the Company's interpretation.
The Company's facilities also are affected by controls imposed by
government and private payors designed to reduce admissions and lengths of
stay. Such controls, including what is commonly referred to as "utilization
review," have resulted in fewer of certain treatments and procedures being
performed. Utilization review entails the review of the admission and course
of treatment of a patient by a third party. Utilization review by third-party
peer review organizations ("PROs") is required in connection with the provision
of care paid for by Medicare and Medicaid. Utilization review by third parties
also is a requirement of many managed care arrangements.
Certificates of Need, which are issued by governmental agencies with
jurisdiction over health care facilities, are at times required for capital
expenditures exceeding a prescribed amount, changes in bed capacity or services
and certain other matters. Following a number of years of decline, the number
of states requiring Certificates of Need is on the rise as state legislatures
once again are looking at the Certificate of Need process as a way of
containing rising health care costs. The Company operates hospitals in 11
states that require approval under Certificate of Need programs. The Company
is unable to predict whether it will be able to obtain any Certificates of Need
in any jurisdiction where such Certificates of Need are required.
In recent years, an increasing number of legislative proposals have been
introduced or proposed in Congress and in some state legislatures that would
effect major changes in the health care system, either nationally or at the
state level. Among the proposals under consideration are cost controls on
hospitals, insurance market reforms to increase the availability of group
health insurance to small businesses, requirements that all businesses offer
health insurance coverage to their employees and the creation of a single
government health insurance plan that would cover all citizens. There continue
to be federal and state proposals that would, and actions that do, impose more
limitations on government and private payments to providers such as the Company
and proposals to increase copayments and deductibles from program and private
patients. In addition, a number of states are considering the enactment of
managed care initiatives designed to provide universal low-cost coverage and/or
additional taxes on hospitals to help finance or expand the states' Medicaid
systems. However, it is uncertain at this time what legislation on health care
reform may ultimately be proposed or enacted or whether other changes in the
administration or interpretation of governmental health care programs will
occur. There can be no assurance that future health care legislation or other
changes in the administration or interpretation of governmental health care
programs will not have a material adverse effect on the Company's business,
financial condition or results of operations.
LIMITS ON REIMBURSEMENT
The Company derives a substantial portion of its revenue from third party
payors, including the Medicare and Medicaid programs. During its fiscal years
ended August 31, 1993, 1994 and 1995 the Company derived an aggregate of 61.5%,
63.7% and 58.7%, respectively, of its revenue from the Medicare and Medicaid
programs.
Changes in existing governmental reimbursement programs in recent years
have resulted in reduced levels of reimbursement for health care services,
and additional changes are anticipated. Such changes are likely to result in
further reductions in the rate of increase in reimbursement levels especially
since, in order to reach a balanced budget, the U.S. Congress and the President
are in favor of legislating savings under both the Medicare and the Medicaid
programs. In addition, private payors, including managed care payors,
increasingly are demanding discounted fee structures or the assumption by
health care providers of all or a portion of the financial risk through prepaid
capitation arrangements. Inpatient utilization, average lengths of stay and
occupancy rates continue to be negatively affected by payor-required
pre-admission authorization and utilization review and by payor pressure to
maximize outpatient and alternative health care delivery services for less
acutely ill patients. In addition, efforts to impose reduced allowances,
greater discounts and more stringent cost controls by government and other
payors are expected to continue.
Significant limits on reimbursement rates could adversely affect the
Company's results of operations. The Company is unable to predict the effect
these changes will have on its operations. No assurance can be given that such
reforms will not have a material adverse effect on the Company.
COMPETITION
The health care industry is highly competitive and has been characterized
in recent years by increased competition for patients and staff physicians,
excess capacity at general hospitals, a shift from inpatient to outpatient
settings and increased consolidation. The principal factors contributing to
these trends are advances in medical technology, cost-containment efforts by
managed care payors, employers and traditional health insurers, changes in
regulations and reimbursement policies, increases in the number and type of
competing health care providers and changes in physician practice patterns.
The Company's future success will depend, in part, on the ability of the
Company's hospitals to continue to attract staff physicians, to enter into
managed care contracts and to organize and structure integrated health care
delivery networks with other health care providers and physician practice
groups. There can be no assurance that the Company's hospitals will continue
to be able, on terms favorable to the Company, to attract physicians to their
staffs, to enter into managed care contracts or to organize and structure
integrated health care delivery networks, for which other health care companies
with greater financial resources or a wider range of services may be competing.
The Company's ability to continue to compete successfully for such
contracts or to form or participate in such systems also may depend upon, among
other things, the Company's ability to increase the number of its facilities
and services offered through the acquisition of hospitals, groups of hospitals,
other health care businesses, ancillary health care providers, physician
practices and physician practice assets and the Company's ability to finance
such acquisitions.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company has recently completed several acquisitions of health care
providers and intends to pursue additional acquisitions in the future. There
can be no assurance that the Company will be able to realize expected operating
and economic efficiencies from its recent acquisitions or from any future
acquisitions. In addition, there can be no assurance that the Company will be
able to locate suitable acquisition candidates in the future, consummate
acquisitions on favorable terms or successfully integrate newly acquired
businesses and facilities with the Company's operations. The consummation
of acquisitions could result in the incurrence or assumption by the Company of
additional indebtedness.
POTENTIAL SUMMIT INCOME TAX LIABILITY
The Internal Revenue Service (the "IRS") is currently engaged in an
examination of the federal income tax returns for fiscal years 1984, 1985 and
1986 of Summit Health Ltd. ("Summit"), which became a wholly-owned subsidiary
of the Company in April 1994 and merged into the Company in September 1994.
Summit has received a revenue agent's report with proposed adjustments for
the years 1984 through 1986 aggregating, as of November 30, 1995, approximately
$16.6 million of income tax, $58.1 million of interest on the tax, $43.9
million of penalties and $18.7 million of interest on the penalties. Summit
has filed a protest opposing the proposed adjustments. The IRS has challenged,
among other things, the propriety of certain accounting methods utilized by
Summit for tax purposes, including the use of the cash method of accounting by
certain of Summit's subsidiaries (the "Summit Subsidiaries") prior to fiscal
year 1988. The cash method was prevalent within the hospital industry during
such period and the Summit Subsidiaries applied the cash method in accordance
with prior agreements reached with the IRS. The IRS now asserts that an
accrual method of accounting should have been used. The Tax Reform Act of 1986
(the "1986 Act") requires most large corporate taxpayers (including Summit) to
use an accrual method of accounting beginning in 1987. Consequently, the
Summit Subsidiaries changed to the accrual method beginning July 1, 1987. In
accordance with the provisions of the 1986 Act, income that was deferred by
use of the cash method at the end of 1986 is being recognized as taxable income
by the Summit Subsidiaries in equal annual installments over ten years
beginning on July 1, 1987. The Company believes that Summit properly reported
its income and paid its taxes in accordance with applicable laws and in
accordance with previous agreements established with the IRS. The Company
believes that the final outcome of the IRS's examinations of Summit's prior
years' income taxes will not have a material adverse effect on the results of
operations or financial position of the Company.
CONCENTRATION OF MARKETS
Of the 48 hospitals operated by the Company at January 15, 1996, 15
hospitals are located in the greater Los Angeles, California area and 18
hospitals are located in California. The Company's 18 California acute care
hospitals generated approximately 34% of its total revenue for the three months
ended November 30, 1995. In addition, five hospitals which generated
approximately 19% of the Company's total revenue for the three months ended
November 30, 1995 are located in Florida and six hospitals which generated
approximately 11% of the Company's total revenue for the three months ended
November 30, 1995 are located in Arizona. The concentration of hospitals in
Arizona, California and Florida increases the risk that any adverse economic,
regulatory or other developments that may occur in such areas may adversely
affect the Company's operations or financial condition. In addition, the
Company has experienced, and expects that it will continue to experience,
delays in payment and in rate increases by Medi-Cal. Although these delays
have not had a material adverse effect on the Company, there can be no
assurance that future delays will not have such an effect.
DEPENDENCE ON KEY PERSONNEL AND PHYSICIANS
The Company's operations are dependent on the efforts, ability and
experience of certain key management personnel, including Charles N. Martin,
Jr., Chief Executive Officer, President and Chairman of the Board of Directors
of the Company, and William L. Hough, Executive Vice President and Chief
Operating Officer of the Company. An event of default occurs under the
Company's existing credit facility if any two of Mr. Martin, Mr. Hough or Mr.
Keith B. Pitts, Executive Vice President and Chief Financial Officer of the
Company, are no longer members of the Company's senior management, unless
replaced within 120 days with an executive reasonably satisfactory to the bank
lenders. In addition, since physicians generally control the majority of
hospital admissions, the success of the Company, in part, is dependent upon
the number and quality of physicians on its hospitals' medical staffs. The
loss of some or all of the Company's key management personnel or an inability
to attract and retain sufficient numbers of qualified physicians could have an
adverse impact on the Company's future results of operations.
PROFESSIONAL LIABILITY AND INSURANCE
As is typical in the health care industry, the Company is subject to
claims and legal actions by patients and others in the ordinary course of
business. The Company is partially self-insured for its hospital professional
liability, comprehensive general liability and excess casualty claims and
maintains an unfunded reserve for such risks. Although the Company's cash flow
and reserves for self-insured liabilities have been adequate in the past to
provide for such self-insured liabilities, and the Company believes that it has
adequately provided for future self-insured liabilities, there can be no
assurance that the Company's cash flow and reserves will continue to be
adequate. If actual payments of claims with respect to the Company's
self-insured liabilities exceed projected payments of claims, the results of
operations of the Company could be adversely affected. In addition, while
the Company's layer of excess insurance has been adequate in the past to
provide for liability and casualty claims, there can be no assurance that
adequate insurance will continue to be available at favorable price levels.
If new insurance is not provided to replace existing insurance upon its
expiration, the results of operations of the Company could be adversely
affected.
SHARES ELIGIBLE FOR FUTURE ISSUANCE AND SALE
At December 31, 1995, 58,048,772 shares of the Company's Common Stock were
outstanding and 4,872,281 shares of the Company's Common Stock were reserved
for issuance in connection with the exercise of outstanding options, warrants
and conversion rights. In addition, the Company may issue additional shares
of its Common Stock and preferred stock in the future in connection with
acquisitions, corporate combinations, financing activities or employee
compensation plans. Sales of substantial amounts of the Company's Common
Stock in the open market price or the availability of such shares for sale
could adversely affect the market price for the Company's Common Stock.
THE COMPANY
The Company is a Delaware corporation which was incorporated in 1981.
The principal executive offices of the Company are located at 3401 West End
Avenue, Suite 700, Nashville, Tennessee 37203 and the Company's telephone
number is (615) 383-8599.
USE OF PROCEEDS
Assuming that all of the Warrants are exercised, the Company will receive
proceeds of approximately $2,504,600 before deducting expenses payable by the
Company estimated at $5,000. The net proceeds to the Company from the sale of
any Shares upon exercise of the Warrants will be used for working capital and
other general corporate purposes.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
The Shares offered hereby are being offered by the Company to the holders
of the Warrants. Such Shares will be offered directly by the Company, without
the use of an underwriter or placement agent. The Warrants entitle the holders
thereof to purchase Shares at an exercise price of $17.89 per Share, subject to
adjustment under certain circumstances, payable in cash. The Warrants expire
on April 30, 2000.
Warrants may be presented for exchange or registration of transfer (by use
of a written instrument of transfer acceptable to the below-mentioned Warrant
Agent and the Company) at the office or agency maintained by the Company for
that purpose (currently, the corporate trust office of the Warrant Agent,
Society National Bank, 5050 Renaissance Tower, Dallas, Texas), upon payment of
any taxes and other governmental charges and amounts as permitted pursuant to
the Warrant Agreement. Upon the surrendering of a Warrant Certificate and such
payment, a new Warrant Certificate will be issued and delivered, in the name of
the assignee and in the denomination or denominations (in a whole number of
Warrants) specified in such form of assignment. If less than all of the
Warrants evidenced by a Warrant Certificate are being transferred, a new
Warrant Certificate will be issued to the transferor for the portion of the
Warrant Certificate not being transferred. Upon surrender of the Warrant
Certificate or Certificates for exchange, such payment as described above and
notice by the registered holder of such Warrant Certificate or Certificates
specifying the names and denominations in which new Warrant Certificates are
to be issued, a new Warrant Certificate or Certificates shall be issued and
delivered in accordance with the notice.
The Warrants can be exercised by surrendering, to the office or agency
maintained by the Company for that purpose (currently the corporate trust
office of the Warrant Agent in Dallas, as set forth in the preceding
paragraph), a Warrant Certificate with the form of election to purchase on
the reverse thereof duly completed and signed by the Warrant holder of his or
her duly authorized agent indicating the Warrant holder's election to exercise
all or a portion (consisting of whole Warrants) of the Warrant evidenced by
such Certificate accompanied by payment of the exercise price of the Warrants
to be exercised, which payment may be made in the form of cash equal to the
aggregate purchase price payable by certified or official bank check payable to
the order of the Company or wire transfer of funds to an account designated by
the Company for such purpose, in each case in same day funds if the aggregate
payment is in excess of $500,000. The Warrant Agent will return a certificate
evidencing the number of Shares of Common Stock issued upon exercise of the
Warrant, together with a new Warrant Certificate if less than all of the Shares
covered by the Warrant Certificate are being purchased. The minimum number of
Warrants that may be exercised at any one time is that number resulting in a
number of shares with an aggregate Exercise Price of a minimum of $1,000.
The Warrant Agreement provides for adjustment of the exercise price and
the number of shares of Common Stock purchasable upon exercise of the Warrants
to protect the Warrant holders against dilution in certain events, including
stock dividends, distributions of Common Stock, issuance of Common at less
than the average of the closing prices of the Shares for 30 of the last 45
trading days, stock splits, reorganizations, reclassifications, subdivisions
and combinations of Common Stock, or the merger, consolidation or disposition
of all or substantially all of the assets of the Company or the distribution
pro rata to all holders of Common Stock of assets or debt securities.
The Company and the Warrant Agent may from time to time supplement or
amend the Warrant Agreement or the provisions of the Warrant Certificates
without the approval of any holders of Warrant Certificates in order to cure
any ambiguity, to correct or supplement any provision contained therein that
may be defective or inconsistent with the other provisions therein, or to make
any other provisions in regard to matters or questions arising thereunder that
are not inconsistent with the provisions of the Warrant Certificates and do not
adversely affect the interests of the Warrant holders.
The Company is not required to issue any Warrant Certificate evidencing
a fraction of a Warrant or to issue fractions of Shares of Common Stock on the
exercise of the Warrants. If any faction of a share of Common Stock would
otherwise be issuable on the exercise of any Warrant, the Company will purchase
such fraction for an amount in cash equal to the current market value of such
fraction.
The Warrant holders as such are not entitled to vote, receive dividends
or exercise any of the rights of holders of Shares of Common Stock for any
purpose until such Warrants have been duly exercised and payment of the
purchase price has been made.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Under presently existing provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations promulgated thereunder,
applicable judicial decisions and administrative rulings, all of which are
subject to change, including changes that may be retroactive, the federal
income tax consequences described below may arise in connection with the
exercise of Warrants. Due to the complexity of the Code, the following
statements are merely statements of general tax principles and likely tax
consequences to the extent presently determinable, and such statements may not
be authoritative in individual cases or where special rules may apply. A
Warrant holder should consult his or her own tax advisor concerning this
offering. Warrant holders should also consult their own tax advisors as to the
tax treatment arising from the application of foreign, state and local tax laws
and regulations.
SALE OR EXCHANGE OF WARRANTS
Upon a sale or exchange of Warrants, the holder thereof will recognize
long-term or short-term capital gain or loss, depending upon whether the
holding period therefor is more or less than six months, assuming that the
holder is not a dealer in Warrants and the Company's Common Stock is, or would
be when acquired, a capital asset in the hands of the holder. The amount of
gain or loss will be the difference between the amount realized and the tax
basis of the Warrants sold. Any loss realized by a holder of a Warrant due to
the failure to exercise prior to the expiration date will be treated as a
capital loss.
EXERCISE OF WARRANTS
Generally, a holder of Warrants will not recognize any gain or loss on the
purchase of Shares for cash upon exercise of the Warrants. The tax basis of
the Shares received will be equal to the tax basis, as ajusted, in the Warrants
so exercised, plus the cash exercise price. The holding period of the Shares
received upon exercise of a Warrant for cash will not include the period during
which the Warrant was held, but will commence only upon the exercise date of
the Warrant.
OTHER TAX CONSEQUENCES
No information has been provided as to income, franchise, personal
property or other taxation in any state or locality or as to the tax effect of
ownership of Warrants in any state or locality.
THE DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE
IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO A WARRANT
HOLDER'S PARTICULAR TAX SITUATION. WARRANT HOLDERS SHOULD CONSULT THEIR OWN
TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES
IN FEDERAL OR OTHER TAX LAWS.
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is qualified in
its entirety by reference to the Company's Restated Certificate of
Incorporation.
COMMON STOCK
The Company is authorized to issue up to 200,000,000 shares of Common
Stock. As of December 31, 1995, there were 58,048,772 shares of Common Stock
outstanding.
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of stockholders. Subject to preferential rights
that may be applicable to any outstanding Preferred Stock (as such term is
defined below), holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up
of the Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities and subject to the liquidation
preference of any outstanding Preferred Stock. Holders of Common Stock have
no cumulative voting rights and no preemptive, subscription, redemption or
conversion rights. The Company's Restated Certificate of Incorporation
contains certain provisions that may make the acquisition of control of the
Company more difficult if not approved by the Company's Board of Directors.
Such provisions include a classified Board of Directors, a requirement that the
unanimous written consent of the stockholders is necessary to effect any action
without a meeting and a provision providing that only the Board of Directors
may call a special meeting of stockholders. The transfer agent and registrar
for the Common Stock is Society National Bank, Dallas, Texas.
PREFERRED STOCK
The Board of Directors of the Company has the power, without further
action by the stockholders (unless action is required by applicable laws or
regulations or by the terms of any outstanding series of preferred stock, par
value $0.01 per share (the "Preferred Stock")) to issue up to 10,000,000 shares
of Preferred Stock in one or more series and to fix the designations,
preferences and voting rights, and relative, participating, optional and other
special rights and the qualifications, limitations and restrictions applicable
thereto.
The Company currently has no Preferred Stock outstanding. The ability of
the Board of Directors to establish and issue one or more series of Preferred
Stock may discourage or delay a change of control of the Company. There are
presently no plans, arrangements, commitments or understandings relating to the
future issuance of any Preferred Stock by the Company.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Ronald P. Soltman,
General Counsel for the Company. Mr. Soltman is a full-time employee of the
Company and at January 25, 1996 beneficially owned options to acquire an
aggregate of 30,000 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of OrNda HealthCorp,
appearing in OrNda HealthCorp's Annual Report (Form 10-K) for the year ended
August 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.<PAGE>
<TABLE>
================================================== ==================================================
<S> <C>
No person has been authorized to give 140,000 SHARES
any information or to make any representations
other than those contained in this Prospectus
and, if given or made, such information or ORNDA HEALTHCORP
representations must not be relied upon as having
been authorized. This Prospectus does not
constitute an offer to sell or the solicitation COMMON STOCK
of an offer to buy any securities other than the
securities to which it relates or an offer to
sell or the solicitation of an offer to buy such
securities in any circumstances in which such
offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create
any implication that there has been no change in
the affairs of the Company since the date hereof
or that the information contained herein is
correct as of any time subsequent to its date.
____________________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . .2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . .2 ____________________
Risk Factors . . . . . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . .8 PROSPECTUS
Use of Proceeds. . . . . . . . . . . . . . . .8 ____________________
Description of Warrants and Plan of
Distribution. . . . . . . . . . . . . . . .8
Certain Federal Income Tax Considerations. . .9
Description of Capital Stock . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . 11
January ___, 1996
================================================== ==================================================<PAGE>
/TABLE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All of the
amounts shown are estimated except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee. . . . . . . . . . $1,198.21
Legal fees and expenses . . . . . . . . $1,000.00
Accounting fees and expenses. . . . . . $3,000.00
Transfer agent and registrar fees . . . $1,000.00
Miscellaneous . . . . . . . . . . . . . $1,801.79
_________
$8,000.00
=========
</TABLE>
The Company will bear all of such expenses.
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Delaware Law")
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection with
the matters in issue, they had no reasonable cause to believe their conduct
was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action by or in the right of the corporation, a
Delaware corporation may indemnify its directors and officers against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith, in a manner they reasonably believed to be
in, or not opposed to, the best interest of the corporation, and without
negligence or misconduct in the performance of their duties to the corporation.
Section 145 further permits a Delaware corporation to grant its directors and
officers additional rights of indemnification through by-law provisions and
otherwise.
Article Seven of the Restated Certificate of Incorporation of the
Registrant and Article VI of the By-Laws of the Registrant provide that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware Law. The Registrant has entered into indemnification
agreements with each of its directors and executive officers. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the maximum extent permitted by law, for expenses
(including attorneys' fees) judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified
in connection with any proceeding (including, to the extent permitted by
applicable law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth under Delaware Law or the Restated Certificate of
Incorporation of the Registrant. Such agreements are intended to be in
furtherance, and not in limitation of, the general right to indemnification
provided in the Registrant's Restated Certificate of Incorporation.
Section 102(b)(7) of the Delaware law provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware Law
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) or (iv) for any transaction from which the
director derived an improper personal benefit. Article Eight of the
Registrant's Restated Certificate of Incorporation contains such a provision.
In addition, the Registrant maintains officers' and directors' liability
insurance which insures against liabilities that officers and directors of the
Registrant may incur in such capacities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
The foregoing summaries are necessarily subject to the complete text of
the statutes, the Registrant's Restated Certificate of Incorporation, its
By-Laws and the agreements referred to above and are qualified in their
entirety by reference thereto.
Item 16.
Exhibit No. Description of Exhibit
3(a) Restated Certificate of Incorporation of the Company as
currently in effect. (Incorporated by reference to exhibits
filed with the Company's Current Report on Form 8-K dated
October 15, 1991.)
3(b) Certificate of Amendment to the Company's Restated Certificate
of Incorporation. (Incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K dated April 19, 1994.)
3(c) By-Laws of the Company. (Incorporated by reference to Exhibit
4(c) included in Company's Registration Statement on Form S-8
under the Securities Act, File No. 33-81778.)
4 Warrant Agreement dated April 30, 1990 between the Company and
Society National Bank, as successor to Ameritrust Texas
National Association. (Incorporated by reference to exhibits
filed with the Company's Registration Statement on Form S-1
under the Securities Act, File No. 33-34712.)
5 Opinion of Ronald P. Soltman, Esq. (including the consent of
such counsel) regarding validity of securities being offered.
23(a) Consent of Ernst & Young, LLP
23(b) Consent of Ronald P. Soltman, Esq. (included as part of
opinion filed pursuant to Exhibit 5 hereof).
24(a) Power of Attorney (included on page II-5 of this Registration
Statement)
24(b) Certified Board of Directors resolution relating to use of
Power of Attorney
Item 17. Undertakings.
(a) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, the DGCL, the Amended and Restated Certificate of
Incorporation and the Bylaws, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in such Securities Act and will be governed by the final
adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 25th day of
January, 1996.
ORNDA HEALTHCORP
By: /s/ Ronald P. Soltman
Ronald P. Soltman
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith B. Pitts and Ronald P. Soltman, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 25th day of January, 1996
by the following persons in the capacities indicated.<PAGE>
SIGNATURE TITLE
/s/ Charles N. Martin, Jr. Chairman of the Board, President and
Charles N. Martin, Jr. Chief Executive Officer
(Principal Executive Officer)
/s/ Keith B. Pitts Executive Vice President and
Keith B. Pitts Chief Financial Officer
(Principal Financial Officer)
/s/ Phillip W. Roe Vice President-Controller
Phillip W. Roe (Principal Accounting Officer)
/s/ Richard A. Gilleland Director
Richard A. Gilleland
/s/ Leonard Green Director
Leonard Green
/s/ Peter A. Joseph Director
Peter A. Joseph
/s/ Paul S. Levy Director
Paul S. Levy
Angus C. Littlejohn, Jr. Director
/s/ John F. Nickoll Director
John F. Nickoll
/s/ John J. O'Shaughnessy Director
John J. O'Shaughnessy
/s/ M. Lee Pearce, M.D. Director
M. Lee Pearce, M.D.<PAGE>
EXHIBITS
TO
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
_______________
ORNDA HEALTHCORP
_______________
140,000 SHARES
OF
COMMON STOCK<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3(a) Restated Certificate of Incorporation of the Company as
currently in effect. (Incorporated by reference to exhibits
filed with the Company's Current Report on Form 8-K dated
October 15, 1991.)
3(b) Certificate of Amendment to the Company's Restated Certificate
of Incorporation. (Incorporated by reference to Exhibit 3 to
the Company's Current Report on Form 8-K dated April 19, 1994.)
3(c) By-Laws of the Company. (Incorporated by reference to Exhibit
4(c) included in Company's Registration Statement on Form S-8
under the Securities Act, File No. 33-81778.)
4 Warrant Agreement dated April 30, 1990 between the Company and
Society National Bank, as successor to Ameritrust Texas National
Association. (Incorporated by reference to exhibits filed with
the Company's Registration Statement on Form S-1 under the
Securities Act, File No. 33-34712.)
5 Opinion of Ronald P. Soltman, Esq. (including the consent of
such counsel) regarding validity of securities being offered.
23(a) Consent of Ernst & Young, LLP
23(b) Consent of Ronald P. Soltman, Esq. (included as part of opinion
filed pursuant to Exhibit 5 hereof).
24(a) Power of Attorney (included on page II-5 of this Registration
Statement)
24(b) Certified Board of Directors resolution relating to use of
Power of Attorney
[Letterhead of OrNda HealthCorp]
Exhibit 5
January 25, 1996
OrNda HealthCorp
3401 West End Avenue
Suite 700
Nashville, TN 37203
RE: Registration Statement on Form S-3
Dear Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel of OrNda
HealthCorp, a Delaware corporation (the "Company"), and have acted as counsel
to the Company in connection with the Registration Statement on Form S-3
(the "Registration Statement") of the Company under the Securities Act of 1933,
as amended (the "Act"), relating to the registration of 140,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the
"Common Stock"), issuable upon the exercise of warrants (the "Warrants")
issued by the Company in 1990 pursuant to a Warrant Agreement (the "Warrant
Agreement") dated as of April 30, 1990, between the Company and Society
National Bank (successor to Ameritrust Texas National Association), as warrant
agent.
This opinion is delivered in accordance with the requirements of Item
601(b) (5) of Regulation S-K promulgated under the Act.
In connection with this opinion, I have reviewed the following documents:
(a) the Registration Statement;
(b) the Restated Certificate of Incorporation of the Company;
(c) the By-laws of the Company;
(d) the Warrant Agreement and form of Warrants;
(e) certain resolutions of the Board of Directors of the Company; and
(f) except as set forth below, such other agreements, certificates of
public officials and officers of the Company, records, documents,
and matters of law that I deemed necessary or appropriate as a basis
for the opinions set forth herein.<PAGE>
January 25, 1996
Page 2
In my examination:
(a) I have assumed that (i) all signatures on all documents examined by
me are genuine, (ii) all documents submitted to me as originals are
accurate and complete, (iii) all documents submitted to me as copies
are true and correct copies of the originals thereof, (iv) all
information submitted to me is accurate and complete as of the date
hereof, (v) all persons executing and delivering documents reviewed
by me were competent to execute and to deliver such documents, and
(vi) all persons signing, in a representative capacity, documents
reviewed by me had authority to sign in such capacity.
(b) I have assumed that the exercise price of the Warrants in respect of
Shares will not be less than the par value of such Shares at the time
of issuance.
I am admitted to the bars of the States of Tennessee and New York and I
express no opinion as to the laws of any other jurisdiction except for the
federal laws of the United States of America and the General Corporation law
of the State of Delaware to the extent specifically referred to herein.
Based upon and subject to the foregoing and to the qualifications,
limitations, and exceptions contained herein, I am of the opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Warrant Agreement, will be validly issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that
I come into the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
(Signature)
Ronald P. Soltman
Senior Vice President, Secretary and General Counsel
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of OrNda HealthCorp
for the registration of 140,000 shares of its common stock and to the
incorporation by reference therein of our report dated October 10, 1995 (except
for paragraph 7 of Note 6 and paragraph 9 of Note 8, as to which the dates are
October 27, 1995 and October 31, 1995, respectively), with respect to the
consolidated financial statements and schedule of OrNda HealthCorp included in
its Annual Report (Form 10-K) for the year ended August 31, 1995, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Nashville, Tennessee
January 25, 1996
Exhibit 24(b)
CERTIFICATE OF THE SECRETARY
OF
ORNDA HEALTHCORP
I, Ronald P. Soltman, Secretary of OrNda HealthCorp, do hereby certify
that the following is a true and correct copy of a resolution passed by the
Board of Directors of the Corporation on January 19, 1996, and that this
resolution is still in full force and effect and as of the date hereof has not
been in any respect altered, revised or repealed, and that the resolution
does not in any manner contravene the Articles of Incorporation or the Bylaws
of the Corporation:
RESOLVED, that each officer and director of the Corporation
who may be required to execute such Registration Statement
or any amendment thereof (whether on behalf of the
Corporation or as an officer or director thereof) be and
hereby is authorized to execute a power of attorney
appointing Keith B. Pitts and Ronald P. Soltman, and each
of them, as true and lawful attorneys and agents, to execute
in his name, place and stead (in any such capacity) said
Registration Statement and any and all amendments thereto,
and any and all documents in connection therewith, and to
file the same with the Commission, each of said attorneys
and agents to have power to act with or without the other
and to have the full power and authority to do and perform
in the name and on behalf of each of said officers and
directors, or both, as the case may be, every act whatsoever
necessary or advisable to be done as fully and to all
intents and purposes as any such officer or director might
or could do in person;
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
January, 1996.
/s/ Ronald P. Soltman
Ronald P. Soltman
Secretary
