UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
COLUMBIA/HCA HEALTHCARE CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
1976 77 107
(CUSIP Number)
_______________________
T. Michael Long
Brown Brothers Harriman & Co.
59 Wall Street
New York, N.Y. 10005
Tel. No.: (212) 493-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
May 1, 1994
(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 which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box __ .
Check the following box if a fee is being paid with the statement __. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 1976 77 107 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 2,562,162 (including Notes convertible into 2,162,162
BY EACH REPORTING shares and Warrants to purchase 400,000 shares)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,562,162 (including Notes convertible into 2,162,162
shares and Warrants to purchase 400,000 shares)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,562,162 (including Notes convertible into 2,162,162 shares and
Warrants to purchase 400,000 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 1976 77 107 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 2,562,162 (including Notes convertible into 2,162,162
BY EACH REPORTING shares and Warrants to purchase 400,000 shares)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,562,162 (including Notes convertible into 2,162,162
shares and Warrants to purchase 400,000 shares)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,562,162 (including Notes convertible into 2,162,162 shares and
Warrants to purchase 400,000 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 1976 77 107 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 2,562,162 (including Notes convertible into 2,162,162
BY EACH REPORTING shares and Warrants to purchase 400,000 shares)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,562,162 (including Notes convertible into 2,162,162
shares and Warrants to purchase 400,000 shares)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,562,162 (including Notes convertible into 2,162,162 shares and
Warrants to purchase 400,000 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 1976 77 107 Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 2,562,162 (including Notes convertible into 2,162,162
BY EACH REPORTING shares and Warrants to purchase 400,000 shares)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,562,162 (including Notes convertible into 2,162,162
shares and Warrants to purchase 400,000 shares)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,562,162 (including Notes convertible into 2,162,162 shares and
Warrants to purchase 400,000 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 1976 77 107 13D Page 6 of 13 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 1 amends and restates, in its entirety, the
Schedule 13D dated March 28, 1991 (the "Original Statement") (the
Original Statement, as amended and restated hereby, shall be known as
the "Statement"), with respect to the common stock, par value $.01 per
share (the "Common Stock"), of Columbia/HCA Healthcare Corporation
(formerly Columbia Healthcare Corporation, which was formerly Columbia
Hospital Corporation), a Delaware corporation (the "Company"), whose
principal executive office is located at 201 West Main Street,
Louisville, Kentucky 40202. Although no person identified in Item 2 has
acquired any shares of Common Stock, such persons may be deemed to be
the beneficial owners of the shares of Common Stock reported in Item 5
by virtue of their acquisition of beneficial ownership of an aggregate
principal amount of $40,000,000 of the Company's 9% Subordinated
Mandatory Convertible Notes due June 30, 1999 (the "Notes") and warrants
(the "Warrants") entitling the holders thereof to purchase up to 400,000
shares of the Common Stock.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement on Schedule 13D is
being filed by The 1818 Fund, L.P., a Delaware limited partnership (the
"Fund"), Brown Brothers Harriman & Co., a New York limited partnership
and general partner of the Fund ("BBH & Co."), T. Michael Long ("Long")
and Lawrence C. Tucker ("Tucker") (the Fund, BBH & Co., Long and Tucker
are referred to collectively herein as the "Reporting Persons").
The Fund was formed to provide a vehicle for institutional and
substantial corporate investors to acquire significant equity interests
in medium-sized publicly owned United States corporations that could
benefit from the presence of a large, management supportive shareholder
with a relatively long-term investment goal. BBH & Co. is a private
<PAGE>
CUSIP No. 1976 77 107 13D Page 7 of 13 Pages
bank. Pursuant to a resolution adopted by the partners of BBH & Co.,
BBH & Co. has designated and appointed Long and Tucker, or either of
them, the sole and exclusive partners of BBH & Co. having voting power
(including the power to vote or to direct the voting) and investment
power (including the power to dispose or to direct the disposition) with
respect to (i) the Notes, (ii) the Warrants and (iii) the shares of
Common Stock into which the Notes are convertible or for which the
Warrants are exercisable.
The address of the principal business and principal offices of
the Fund and BBH & Co. is 59 Wall Street, New York, New York 10005.
The business address of each of Long and Tucker is 59 Wall
Street, New York, New York 10005. The present principal occupation or
employment of each of Long and Tucker is as a general partner BBH & Co.
Long and Tucker are citizens of the United States.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted)
and the citizenship of each general partner of BBH & Co. is set forth on
Schedule I to the Original Statement and is incorporated herein by
reference.
(d) and (e). During the last five years, neither any
Reporting Person nor, to the best knowledge of each Reporting Person,
any person identified on Schedule I to the Original Statement, which is
incorporated herein by reference, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which any such person 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.
<PAGE>
CUSIP No. 1976 77 107 13D Page 8 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Securities Purchase Agreement (a copy of which
was filed as Exhibit 1 to the Original Statement and is incorporated
herein by reference), dated as of March 18, 1991 (the "Securities
Purchase Agreement"), by and between the Company and the Fund, the
Company issued to the Fund, and the Fund acquired from the Company, the
Notes and the Warrants (the Notes and the Warrants are sometimes
referred to herein collectively as the "Securities") for an aggregate
purchase price (the "Purchase Price") of $40,000,000, upon the terms and
subject to the conditions set forth in the Securities Purchase
Agreement.
The funds used by the Fund to pay the Purchase Price were
obtained by the Fund from capital contributions made by its partners
pursuant to pre-existing capital commitments.
Any $1,000 in principal amount of the Notes may be converted
into such number of fully paid, duly authorized and non-assessable
shares of Common Stock as is equal to (i) $1,000 divided by (ii) the
"Conversion Price," which initially shall be $18.50 (subject to anti-
dilution adjustments described in the Securities Purchase Agreement).
Each Warrant entitles the registered holder thereof to purchase from the
Company one fully paid, duly authorized and non-assessable share of the
Common Stock at an exercise price of $20.00 per share (subject to anti-
dilution adjustments described in the Warrant).
Item 4. Purpose of Transaction.
The Fund has acquired the Securities for investment purposes.
The Securities Purchase Agreement and the Registration Rights Agreement,
dated as of March 18, 1991, between the Company and the Fund (the
"Registration Rights Agreement"), which are attached to the Original
Statement as Exhibits l and 2, respectively, and which are incorporated
herein by reference, contain, among other things, certain provisions
which relate to (i) the acquisition by any person of additional
securities of the Company or the disposition of securities of the
Company, (ii) a change in the present board of directors or management
<PAGE>
CUSIP No. 1976 77 107 13D Page 9 of 13 Pages
of the Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board and
(iii) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person.
Other than as described in the Securities Purchase Agreement,
the Securities or the Registration Rights Agreement, no Reporting Person
has any present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other materials change in the Company's
business or corporate structure; (g) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Pursuant to the terms of the Securities Purchase Agreement,
the Notes may be mandatorily converted into Common Stock or,
alternatively, the Reporting Persons may, at any time at their option
convert all or a portion of the Notes into Common Stock. The Reporting
Persons may sell all or a portion of the Notes, the Warrants or their
shares of Common Stock in the open market or in privately negotiated
transactions, subject to the terms of the Securities Purchase Agreement
<PAGE>
CUSIP No. 1976 77 107 13D Page 10 of 13 Pages
and the Registration Rights Agreement, the Company's business or
financial condition and to other factors and conditions the Reporting
Persons deem appropriate. Alternatively, the Reporting Persons may from
time to time acquire additional shares of Common Stock in the open
market or in privately negotiated transactions, subject to the
availability of shares at prices deemed favorable, and to the factors
and conditions referred to above.
Item 5. Interest in Securities of the Issuer.
(a) through (c). As set forth above, on March 18, 1991, the
Company issued to the Fund and the Fund acquired from the Company (i)
the Notes in an aggregate principal amount of $40,000,000 and (ii) the
Warrants entitling the holders thereof to purchase up to 400,000 shares
of the Company's Common Stock.
Giving effect to the conversion of all Notes and the exercise
of all Warrants, the Fund beneficially owns 2,562,162 shares of Common
Stock (consisting of 2,162,162 shares representing converted Notes and
400,000 shares representing exercised Warrants), representing
approximately 15.3% of the outstanding shares of Common Stock as of
March 18, 1991 (based on the number of shares of Common Stock
outstanding as represented by the Company in the Securities Purchase
Agreement).
As of May 1, 1994, based upon the amount of shares outstanding
as of such date as reported in the Company's most recent quarterly
report for the quarter ended March 31, 1994, the Fund no longer
beneficially owns in excess of five percent of the Common Stock.
By virtue of BBH & Co.'s relationship with the Fund, BBH & Co.
may be deemed to beneficially own 2,562,162 shares of Common Stock
(consisting of 2,162,162 shares representing converted Notes and 400,000
shares representing exercised Warrants), representing approximately
15.3% of the outstanding shares of Common Stock as of March 18, 1991
(based on the number of shares of Common Stock outstanding as
<PAGE>
CUSIP No. 1976 77 107 13D Page 11 of 13 Pages
represented by the Company in the Securities Purchase Agreement). By
virtue of the resolution adopted by BBH & Co. designating Long and
Tucker, or either of them, as the sole and exclusive partners of BBH &
Co. having voting power (including the power to vote or to direct the
voting) and investment power (including the power to dispose or to
direct the disposition) with respect to the Notes, the Warrants and the
shares of Common Stock issuable upon conversion of the Notes and
exercise of the Warrants owned by the Fund, each of Long and Tucker may
be deemed to beneficially own 2,562,162 shares of Common Stock
(consisting of 2,162,162 shares representing converted Notes and 400,000
shares representing exercised Warrants), representing approximately
15.3% of the outstanding shares of Common Stock as of March 18, 1991
(based on the number of shares of Common Stock outstanding as
represented by the Company in the Securities Purchase Agreement).
As of May 1, 1994, based upon the amount of shares outstanding
as of such date as reported in the Company's most recent quarterly
report for the quarter ended March 31, 1994, neither BBH & Co., Long or
Tucker beneficially own in excess of five percent of the Common Stock.
Except as set forth above, as of the time of the filing of the
Original Statement, no Reporting Person nor, to the best knowledge of
each Reporting Person, any person identified on Schedule I, beneficially
owned any shares of Common Stock or had effected any transaction in
shares of Common Stock during the preceding 60 days.
(d). To the best knowledge of the Reporting Persons, no
person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock issuable upon conversion of the
Notes and exercise of the Warrants.
(e). Not applicable.
<PAGE>
CUSIP No. 1976 77 107 13D Page 12 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
The Company has entered into the Registration Rights Agreement
with the Fund giving the Fund, among other things, the right to require
the Company to register for sale to the public the shares of the Common
Stock acquired by the Fund upon conversion of the Notes or exercise of
the Warrants.
Except as described elsewhere in this Statement and as set
forth in the Securities Purchase Agreement (including the exhibits
thereto) and the Registration Rights Agreement, copies of which are
attached to the Original Statement as Exhibits 1 and 2, respectively,
and incorporated herein by reference, to the best knowledge of the
Reporting Persons, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to
any securities of the Company, including but not limited to transfer or
voting of any securities of the Company, 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.
Item 7. Material to be Filed as Exhibits.
*/1. Securities Purchase Agreement, dated as of March 18,
1991, by and between the Company and the Fund.
*/2. Registration Rights Agreement, dated as of March 18,
1991, between the Company and the Fund.
________________________________
*/ Files with the Original Statement.
<PAGE>
CUSIP No. 1976 77 107 13D Page 13 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of its or his
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: May 23, 1994
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ T. Michael Long
Name: T. Michael Long
Title: Partner
/s/ T. Michael Long
T. Michael Long
/s/ Lawrence C. Tucker
Lawrence C. Tucker
