SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 4, 1994
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-10915 62-1234332
(Commission File Number) (IRS Employer
Identification No.)
4525 Harding Road, Nashville, Tennessee 37205
(Address of principal executive office) (Zip code)
Registrant's telephone number,
including area code: (615) 383-4444
None
(Former name or former address, if
changed since last report)<PAGE>
Item 5. Other Events.
On October 4, 1994, Healthtrust, Inc. - The
Hospital Company ("Registrant"), Columbia/HCA
Healthcare Corporation ("Columbia") and COL
Acquisition Corporation, a wholly owned
subsidiary of Columbia ("Merger Sub"),
entered into an Agreement and Plan of Merger
dated as of October 4, 1994 (the "Merger
Agreement") pursuant to which Merger Sub will
merge with and into the Registrant, and the
Registrant will survive as a wholly owned
subsidiary of Columbia (the "Merger").
Upon the effectiveness of the Merger, each
share of outstanding common stock of the
Registrant will be converted into the
right to receive 0.88 of a share of the
common stock of Columbia. Consummation
of the Merger is subject to certain
conditions, including, among others,
approval by the shareholders of the
Registrant and Columbia and the expiration
or termination of the applicable waiting
period under the Hart- Scott-Rodino
Antitrust Improvements Act of 1976. A
copy of the joint press release of the
Registrant and Columbia, dated
October 4, 1994, relating to the
execution of the Merger Agreement is
attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Joint press release of the
Registrant and Columbia, dated
October 4, 1994.<PAGE>
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the
Registrant has duly caused this report
to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
By /s/ Philip D. Wheeler
Name: Philip D. Wheeler
Title: Senior Vice President
Date: October 12, 1994<PAGE>
EXHIBIT INDEX
No. Description
99.1 Joint press release
of the Registrant and Columbia, dated
October 4, 1994.
COLUMBIA/HCA HEALTHCARE HEALTHTRUST, INC.:
CORPORATION:
Investor Contact: Investor Contact:
Victor L. Campbell Merilyn H. Herbert
502/572-2111 615/298-6261
615/320-2053
Media Contact: Media Contact:
Lindy B. Richardson Paula Lovell
502/572-2153 615/297-7766
COLUMBIA/HCA HEALTHCARE CORPORATION
AND HEALTHTRUST, INC.
ANNOUNCE PLANNED MERGER TO CREATE
$15 BILLION COMPANY
LOUISVILLE, Ky., and NASHVILLE, Tenn.,
Oct. 4, 1994 - In a merger creating a
$15 billion healthcare provider, Columbia/HCA
Healthcare Corporation (NYSE:COL) and
HealthTrust, Inc. - The Hospital Company
(NYSE:HTI) today jointly announced the
signing of a definitive agreement to merge
in a tax-free, stock-for- stock transaction.
Under the terms of the merger agreement
approved today by the boards of both
companies, HTI shareholders would receive
0.88 of a share of Columbia common stock
in exchange for each HTI share held.
Following the merger, there will be
approximately 452 million shares of
Columbia common stock outstanding. It
is anticipated that the proposed merger
will be tax-free to HTI shareholders and
accounted for as a pooling- of-interests.
After the merger, Columbia will own and
operate 311 hospitals with approximately
60,000 licensed beds and 125 outpatient
centers in 37 states and 2 foreign countries.
The combined companies have approximately
170,000 employees and total assets and
annual revenues of over $15 billion.
The companies anticipate annual savings
of approximately $125 million from cost
reductions and improved efficiencies
resulting from this consolidation. By
leveraging their economies of scale and
collective strengths and efficiencies,
the companies believe they can greatly
control healthcare costs while maintaining
quality patient care.
"We have heard the nation's call to reform,
and we are responding to improve the
system for patients, physicians and
purchasers. Our continued growth is
generating dramatic changes in the delivery
of healthcare services in this country, and
they are changes for the better," said
Richard L. Scott, President and Chief Executive
Officer of Columbia. "Healthcare historically
has been a fragmented industry, lacking
accountability and quality standards. As
we bring providers together into an
integrated system, we can improve quality
and efficiency and realize within this
industry the benefits that size has
created within other American industries,"
Scott added.
R. Clayton McWhorter, HealthTrust's Chairman,
President and Chief Executive Officer said,
"The combination of these two companies
represents a marketplace response to
the rapidly changing healthcare
environment. This consolidation will
enhance our efforts with physicians
and managed care organizations as we
together seek cost- efficient, quality
results."
When the merger is consummated,
R. Clayton McWhorter will be Chairman
of the Board, Thomas F. Frist, Jr., M.D.
will be Vice Chairman, Richard L. Scott
will be President and Chief Executive
Officer, David T. Vandewater will be
Chief Operating Officer and David C.
Colby will be Chief Financial Officer.
Subject to stockholder approval, the
combined entity's board of directors
will consist of 15 current Columbia
directors and 3 of the current HealthTrust
directors. It is anticipated that
Columbia will continue its existing
dividend policy of $0.03 per share
per quarter.
The transaction is conditioned upon
confirmation that the transaction
qualifies as a pooling-of-interests,
approval by shareholders of both
companies, approval under the Hart-Scott-
Rodino Antitrust Improvements Act and
other customary conditions. Shareholders
meetings to vote on the proposed merger
transaction are anticipated during the
first quarter of 1995.
Morgan Stanley & Co. Incorporated is
serving as financial advisor to Columbia
and has rendered a fairness opinion to the
Columbia board of directors. Merrill Lynch & Co.
is serving in the same capacity to
HealthTrust and has rendered a fairness
opinion to HealthTrust's board of directors
with respect to the proposed combination.
Columbia currently operates 195
hospitals with 44,000 beds and 125
outpatient centers. Columbia provided
$700 million in uncompensated patient
care and paid $711 million in federal,
state and local taxes in 1993.
HealthTrust currently operates 116
hospitals with 16,000 beds through
which it provides a variety of inpatient
and outpatient services. HealthTrust
provided $240 million in uncompensated
patient care and paid $230 million in
taxes in 1993.
# # #
Columbia/HCA and HealthTrust
Hospitals by State
State Columbia/HCA HealthTrust Combined
Alabama 5 3 8
Alaska 1 0 1
Arizona 2 2 4
Arkansas 1 2 3
California 6 5 11
Colorado 3 0 3
Delaware 1 0 1
Florida 46 10 56
Georgia 15 3 18
Idaho 0 2 2
Illinois 6 0 6
Indiana 1 1 2
Kansas 3 0 3
Kentucky 7 6 13
Louisiana 12 8 20
Mississippi 0 2 2
Missouri 2 1 3
Nevada 1 0 1
New Hampshire 3 0 3
New Mexico 3 0 3
North Carolina 3 3 6
Oklahoma 2 5 7
Oregon 0 2 2
South Carolina 4 3 7
Tennessee 13 13 26
Texas 35 32 67
Utah 2 8 10
Virginia 10 3 13
Washington 0 1 1
West Virginia 5 0 5
Wyoming 0 1 1
London, England 2 0 2
Geneva, Switz. 1 0 1
Totals 195 116 311
