SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Columbia/HCA Healthcare Corporation (formerly Columbia
Healthcare Corporation) (Name of Issuer)
Common Stock, $.01 par value per
share
(Title of Class of Securities)
197677 10 7
(CUSIP Number)
Carolyn L. Monroe-Koatz, J.P. Morgan & Co. Incorporated, 60 Wall
Street, New York, New York 10260 (212) 648-3406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 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 schedule 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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
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 but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 3 Pages<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, the undersigned hereby amend Item 5 of their
Schedule 13D statement dated February 22, 1994 relating to the
Common Stock, par value $.01 per share (the "Common Stock"), of
Columbia/HCA Healthcare Corporation ("Columbia/HCA"), a Delaware
corporation with principal executive offices at 201 West Main
Street, Louisville, Kentucky 40202. Unless otherwise indicated,
all defined terms used herein shall have the same meanings as
those set forth in the Schedule 13D.
On June 15, 1994 (the "Closing"), JPMCC sold 6,900,000
shares of Common Stock in an underwritten public offering
pursuant to an underwriting agreement (the "Underwriting
Agreement") dated June 8, 1994 among Columbia/HCA, JPMCC and the
underwriters named therein (the "Underwriters"). At the Closing,
JPMCC converted 4,800,000 shares of Nonvoting Common Stock into
4,800,000 shares of Common Stock and, pursuant to the
Underwriting Agreement, immediately thereafter sold and
transferred a total of 6,900,000 shares of Common Stock to the
Underwriters for the aggregate price of $271,066,500.
As a result of the sale and transfer of such shares by
JPMCC to the Underwriters, the Reporting Persons own, in the
aggregate, less than 5% of the Common Stock of Columbia/HCA.<PAGE>
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 17, 1994
J.P. MORGAN & CO. INCORPORATED
By: /s/ James C.P. Berry
Name: James C.P. Berry
Title: Vice President and Assistant
General Counsel
J.P. MORGAN HOLDINGS INC.
By: /s/ James C.P. Berry
Name: James C.P. Berry
Title: Secretary
J.P. MORGAN CAPITAL CORPORATION
By: /s/ David M. Cromwell
Name: David M. Cromwell
Title: Director
