<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
COLUMBIA/HCA HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 8062 75-2497104
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
201 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(502) 572-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
STEPHEN T. BRAUN, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
COLUMBIA/HCA HEALTHCARE CORPORATION
201 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(502) 572-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
Christie S. Flanagan
Ronald J. Frappier
Jenkens & Gilchrist
A Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
(214) 855-4500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, please check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE (1) FEE
<S> <C> <C> <C> <C>
Debt Securities......... $1,500,000,000 100% $1,500,000,000 $517,242
</TABLE>
(1)Estimated solely for purposes of calculating the registration fee.
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.
PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED AS A PART OF THIS REGISTRATION
STATEMENT RELATES TO THE SECURITIES REGISTERED HEREBY AND THE REMAINING UNSOLD
DEBT SECURITIES HAVING A PROPOSED MAXIMUM OFFERING PRICE OF $25,000,000, WHICH
WERE PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO. 33-50985 ON FORM
S-3.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
COLUMBIA/HCA HEALTHCARE CORPORATION
DEBT SECURITIES
------------------
Columbia/HCA Healthcare Corporation (the "Company") may offer at any time,
or from time to time, its debt securities consisting of debentures, notes and/or
other unsecured evidences of indebtedness (the "Debt Securities") with an
aggregate initial offering price not to exceed $1,525,000,000. The Company will
offer the Debt Securities to the public on terms determined by market
conditions. The Debt Securities may be offered separately or together, in
separate series, in amounts, at prices and on terms to be determined at the time
of sale and to be set forth in supplements to this Prospectus. The Debt
Securities may be sold for U.S. dollars or one or more foreign or composite
currencies and the principal of, premium, if any, and interest, if any, on the
Debt Securities may likewise be payable in U.S. dollars or one or more foreign
or composite currencies.
The Debt Securities will be senior obligations of the Company, unsecured and
unsubordinated to any other existing indebtedness of the Company.
The terms of the Debt Securities, including where applicable the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, purchase
price, any terms for mandatory redemption or redemption at the option of the
Company or the holder and any terms for sinking fund payments, the initial
public offering price, and the names of any underwriters or agents, the
principal amounts, if any, to be purchased by underwriters, the compensation, if
any, of such underwriters or agents and any other terms in connection with the
offering and sale of the Debt Securities in respect of which this Prospectus is
being delivered, will be set forth in the accompanying Prospectus Supplement
(the "Prospectus Supplement").
The Debt Securities may be issuable in registered definitive form
("Certificated Notes") or may be represented by one or more permanent global
securities ("Global Notes"), as specified in the applicable Prospectus
Supplement. Except in limited circumstances, owners of beneficial interests in a
Global Note will not be entitled to receive physical delivery of Certificated
Notes and will not be considered the holders thereof. See "Description of the
Debt Securities -- Book-Entry System."
The Debt Securities may be sold to underwriters, to or through dealers,
acting as principals for their own account or acting as agents, or directly to
other purchasers. The Company may indemnify such underwriters, dealers and
agents against certain liabilities, including liabilities under the Securities
Act of 1933. See "Plan of Distribution."
------------------------
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 PRO-
SPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of the Debt Securities
unless accompanied by a Prospectus Supplement.
May , 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
at its New York Regional Office, Seven World Trade Center, New York, New York
10048; and at its Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained at prescribed rates, by writing to the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
can also be inspected at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005, on which the Company's Common Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments, supplements and exhibits thereto, the
"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 set forth in the Registration Statement (in
accordance with the rules and regulations of the Commission), and reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Debt Securities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993 (the
"Form 10-K").
2. The portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held May 12, 1994 that have been incorporated by
reference in the Form 10-K.
3. Current Report on Form 8-K dated April 25, 1994.
4. Registration Statement on Form 8-A dated August 31, 1993.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement set forth herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, will be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement set forth herein or in a
subsequently filed document deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH PERSON TO WHOM A
PROSPECTUS AND PROSPECTUS SUPPLEMENT ARE DELIVERED, UPON WRITTEN OR ORAL
REQUEST, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY
REFERENCE OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS FOR SUCH DOCUMENTS
SHOULD BE SUBMITTED IN WRITING TO JOAN O. KROGER, SECRETARY, COLUMBIA/HCA
HEALTHCARE CORPORATION, 201 WEST MAIN STREET, LOUISVILLE, KENTUCKY 40202 OR BY
TELEPHONE AT (502) 572-2259.
2
<PAGE>
THE COMPANY
The Company is a healthcare services company that is primarily engaged in
buying, selling, owning and operating general, acute care and specialty
hospitals and related healthcare facilities. As of March 31, 1994, the Company
operated 196 hospitals located in 26 states and two foreign countries.
On February 10, 1994, the Company acquired HCA-Hospital Corporation of
America ("HCA") pursuant to a merger transaction accounted for as a pooling of
interests (the "HCA Merger"). HCA was one of the leading hospital management
companies in the United States. Effective September 1, 1993, the Company
acquired Galen Health Care, Inc. ("Galen") pursuant to a merger transaction
accounted for as a pooling of interests (the "Galen Merger"). Galen was a health
care services company that primarily owned and operated acute care hospitals.
Galen began operations as an independent publicly held corporation upon the
distribution of all of its common stock (the "Spinoff") by its then 100% owner,
Humana Inc. ("Humana"), on March 1, 1993.
The Company was formed in January 1990 as a Nevada corporation and
reincorporated in Delaware in September 1993. The Company's principal executive
offices are located at 201 West Main Street, Louisville, Kentucky 40202, and its
telephone number at such address is (502) 572-2000.
RECENT EVENTS
In connection with the HCA Merger, the Company established new revolving
credit facilities (the "Credit Facilities") with Chemical Bank as Agent and
numerous other banks and financial institutions as parties thereto in an
aggregate amount of $3.0 billion. The Credit Facilities consist of a $1 billion
four-year revolving credit facility and a $2 billion 364-day revolving credit
facility. The Credit Facilities provide credit support for the Company's $600
million Section 3(a)3 and $1.9 billion Section 4(2) commercial paper programs.
The Credit Facilities contain customary covenants, including (a) limitations on
additional debt and liens, (b) limitations on sales of assets, mergers and
changes of ownership and (c) maintenance of interest coverage.
Upon consummation of the HCA Merger, the Company repaid approximately $1.2
billion outstanding under the HCA bank credit agreements from cash, commercial
paper and bank borrowings. HCA's bank facilities were then cancelled. As a
result of this and certain other refinancing transactions, the Company expects
to incur an extraordinary loss of approximately $90 million on an after-tax
basis in the first quarter of 1994. The purpose of these refinancing
transactions is to reduce future interest expense.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's consolidated
earnings to fixed charges and gives effect to the HCA Merger consummated on
February 10, 1994 for all periods presented.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
- -----------------------------------------------------
1993 1992 1991 1990 1989
- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
3.42x 2.11x 1.82x 1.85x 1.83x
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consists of income from continuing operations before income taxes,
minority interest and fixed charges. "Fixed charges" consists of interest
expense, debt amortization costs and one-third of rent expense, which
approximates the interest portion of rent expense.
A statement setting forth the computation of the ratio of earnings to fixed
charges for each of the five years ended December 31 is filed as an exhibit to
the Registration Statement of which this Prospectus is a part.
3
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will be
used for general corporate purposes, which may include, without limitation,
repayment of commercial paper and other indebtedness, additional capitalization
of the Company's subsidiaries and affiliates, capital expenditures and possible
acquisitions, unless a specific determination as to the use of the proceeds is
otherwise described in the accompanying Prospectus Supplement.
DESCRIPTION OF THE DEBT SECURITIES
The following description summarizes certain general terms and provisions of
the Debt Securities. The particular terms of the Debt Securities, including the
nature of any variations from the following general provisions, will be
described in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities, which will represent senior indebtedness of the
Company, may be issued in one or more series under an Indenture between the
Company and The First National Bank of Chicago, as Trustee (the "Trustee"),
dated as of December 15, 1993 (the "Indenture"). The Indenture has been filed
with the Commission as an exhibit to the Registration Statement and is
incorporated by reference herein.
The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all provisions of the Indenture, including the definition therein
of certain terms. All article and section references appearing herein are to
articles and sections of the Indenture. Unless otherwise defined herein, all
capitalized terms shall have the definitions set forth in the Indenture.
GENERAL
Since the Company is a holding company, the rights of the Company to
participate in any distribution of assets of any subsidiary upon its liquidation
or reorganization or otherwise (and thus the ability of holders of the Debt
Securities to benefit from such distribution) are subject to the prior claims of
creditors of that subsidiary, except to the extent that the Company may itself
be a creditor with recognized claims against that subsidiary. Claims on the
Company's subsidiaries by creditors may include claims of holders of
indebtedness and claims of creditors in the ordinary course of business. Such
claims may increase or decrease, and additional claims may be incurred in the
future.
The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provides that Debt Securities may
be issued from time to time in series. The Debt Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company. The Indenture limits the ability
of the Company and its Subsidiaries under certain circumstances to secure Debt
(as hereinafter defined) by mortgages on its Principal Properties (as
hereinafter defined), entering into Sale and Lease-Back Transactions or issuing
Subsidiary Debt or Preferred Stock as more fully described below.
The Prospectus Supplement will describe the following terms of the Debt
Securities being offered: (1) the title of the Debt Securities; (2) any limit on
the aggregate principal amount of the Debt Securities; (3) the date or dates on
which the Debt Securities may be issued and are or will be payable; (4) the rate
or rates per annum (which may be fixed or variable) at which the Debt Securities
will bear interest, if any, or the method by which such rate or rates shall be
determined, and the date or dates from which such interest, if any, will accrue;
(5) the date or dates on which such interest, if any, on the Debt Securities
will be payable and the Regular Record Dates for any such Interest Payment
Dates; and the extent to which, or the manner in which, any interest payable on
a global Debt Security ("Global Notes") on an Interest Payment Date will be paid
if other than in the manner described under "Book-Entry System" below; (6) each
office or agency where, subject to the terms of the Indenture as described below
under "Payment and Paying Agents," the principal of, and premium, if any, and
any interest on the Debt Securities will be payable and each office or agency
where, subject to
4
<PAGE>
the terms of the Indenture as described below under "Denominations, Registration
and Transfer," the Debt Securities may be presented for registration of transfer
or exchange; (7) the period or periods within which, the price or prices at
which, and the terms and conditions upon which the Debt Securities may be
redeemed at the option of the Company; (8) the obligation, if any, of the
Company to redeem, to repay or purchase the Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which the Debt Securities will be redeemed, repaid or
purchased pursuant to any such obligation; (9) whether the Debt Securities are
to be issued with original issue discount within the meaning of Section 1273(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder; (10) whether the Debt Securities are to be issued in
whole or in part in the form of one or more Global Notes and, if so, the
identity of the depositary, if any, for such Global Note or Notes; (11) if other
than Dollars, the Foreign Currency or Currencies or Foreign Currency Units in
which the principal of, and premium, if any, and any interest on the Debt
Securities shall or may be paid and, if applicable, whether at the election of
the Company and/or the Holder, and the conditions and manner of determining the
exchange rate or rates; (12) any index used to determine the amount of payment
of principal of and premium, if any, and any interest on the Debt Securities;
(13) any addition to, or modification or deletion of, any Events of Default or
covenants provided for with respect to the Debt Securities; (14) any other
detailed terms and provisions of the Debt Securities which are not inconsistent
with the Indenture (Section 301). Any such Prospectus Supplement will also
describe any special provisions for the payment of additional amounts with
respect to the Debt Securities.
The Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. "Discount Securities" means
any Debt Securities issued with original issue discount for purposes of the
Code. Special United States income tax and other considerations applicable to
Discount Securities will be described in the Prospectus Supplement relating
thereto. Discount Securities may provide for the declaration or acceleration of
the Maturity of an amount less than the principal amount thereof upon the
occurrence of an Event of Default and the continuation thereof (Sections 101,
502).
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities of a series may be issuable in whole or in part in the
form of one or more Global Notes, as described below under "Book-Entry System."
Unless otherwise provided in an applicable Prospectus Supplement with respect to
a series of Debt Securities, the Debt Securities will be issuable in fully
registered form and in denominations of $1,000 or any multiple thereof. One or
more Global Notes will be issued in a denomination or aggregate denominations
equal to the aggregate principal amount of Outstanding Debt Securities of the
series to be represented by such Global Note or Notes. (Sections 201, 301, 302,
304).
The Debt Securities of any series (other than a Global Note) will be
exchangeable for other Debt Securities of the same series and of a like
aggregate principal amount and tenor of different authorized denominations. The
Debt Securities may be presented for exchange as provided above, and Debt
Securities (other than a Global Note) may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of the Security Registrar or co-Security Registrar designated by the
Company for such purpose with respect to any series of Debt Securities and
referred to in an applicable Prospectus Supplement, without service charge and
upon payment of any taxes and other governmental charges as described in the
Indenture. Such transfer or exchange will be effected upon the Security
Registrar or co-Security Registrar being satisfied with the documents of title
and identity of the person making the request. The Company has appointed the
Trustee as Security Registrar (Section 305).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, and premium, if any, and any interest on the Debt Securities
will be made at the office of such Paying
5
<PAGE>
Agent or Paying Agents as the Company may designate from time to time, except
that at the option of the Company payment of any interest may be made (i) by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto (Section 307). Unless otherwise
indicated in an applicable Prospectus Supplement, payment of any installment of
interest on the Debt Securities will be made to the Person in whose name such
Debt Security is registered at the close of business on the Regular Record Date
for such interest (Section 307).
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee will act as the Company's sole Paying Agent through its principal office
in the Borough of Manhattan, The City of New York, with respect to the Debt
Securities. Any Paying Agents outside the United States and other Paying Agents
in the United States initially designated by the Company for the Debt Securities
being offered will be named in an applicable Prospectus Supplement. The Company
may at any time designate additional Paying Agents or rescind the designation of
any Paying Agent or approve a change in the office through which any Paying
Agent acts; provided, however, the Company will be required to maintain a Paying
Agent in each Place of Payment for such series.
All moneys paid by the Company to the Trustee or a Paying Agent for the
payment of principal of, and premium, if any, and any interest on any Debt
Security which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to the
Company, and the Holder of such Debt Security may thereafter look only to the
Company for payment thereof (Section 1103).
BOOK-ENTRY SYSTEM
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "Depositary") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities that are to be represented by a Global Note to be deposited with or
on behalf of a Depositary will be represented by a Global Note registered in the
name of such Depositary or its nominee. Upon the issuance of a Global Note in
registered form, the Depositary for such Global Note will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Note to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Notes will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in such Global Notes will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Note. Ownership of beneficial
interests in Global Notes by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of such Global Note, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Note for all purposes under the Indenture governing
such Debt Securities. Except as set forth below, owners of beneficial interests
in such Global Notes will
6
<PAGE>
not be entitled to have Debt Securities of the series represented by such Global
Note registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or the holder of the Global Note representing such Debt Securities. None
of the Company, the Trustee, any Paying Agent or the Security Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Note for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the Depositary for
such Global Note to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor (Section 304). If a Depositary for Debt Securities of a series is
at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue Debt Securities in definitive registered form in exchange for the Global
Note or Notes representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities
represented by one or more Global Notes and, in such event, will issue Debt
Securities in definitive registered form in exchange for all the Global Notes
representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Note will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global Note
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name.
LIMITATIONS ON THE COMPANY AND CERTAIN SUBSIDIARIES
LIMITATIONS ON MORTGAGES
The Indenture provides that neither the Company nor any Subsidiary of the
Company will issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed ("Debt") secured by any
mortgages, liens, pledges or other encumbrances ("Mortgages") upon any Principal
Property (as hereinafter defined) without effectively providing that the Debt
Securities (together with, if the Company so determines, any other indebtedness
or obligation then existing or thereafter created ranking equally with the Debt
Securities) shall be secured equally and ratably with (or prior to) such Debt so
long as such Debt shall be so secured, except that this restriction will not
apply to: (1) Mortgages securing the purchase price or cost of construction of
property (or additions, substantial repairs, alterations or substantial
improvements thereto if the amount of such Debt does not exceed the cost
thereof), provided such Debt and the Mortgages are incurred within 18 months of
the acquisition or completion of construction and full operation (or within 18
months of the completion of such repairs, alterations or improvements); (2)
Mortgages existing on property at the time of its acquisition by the Company or
a Subsidiary or on the property of a corporation at the time of the acquisition
of such corporation by the Company or a Subsidiary (including acquisitions
through merger or consolidation); (3) Mortgages to secure Debt on which the
interest payments are exempt from federal income tax under Section 103 of the
Code; (4) Mortgages in
7
<PAGE>
favor of the Company or a Consolidated Subsidiary; (5) Mortgages existing on the
date of the Indenture; (6) certain Mortgages to governmental entities; (7)
Mortgages incurred in connection with the borrowing of funds if within 120 days
such funds are used to repay Debt in the same principal amount secured by other
Mortgages on Principal Property with an independently appraised fair market
value at least equal to the appraised fair market value of the Principal
Property which secures the new Mortgage; (8) Mortgages incurred within 90 days
(or any longer period, not in excess of one year, as permitted by law) after
acquisition of the related Principal Property arising solely in connection with
the transfer of tax benefits in accordance with Section 168(f)(8) of the Code
(or any similar provision adopted hereafter); and (9) any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses (1) through (8)
provided the amount secured is not increased (Section 1105).
LIMITATIONS ON SALE AND LEASE-BACK
The Indenture provides that neither the Company nor any Subsidiary will
enter into any Sale and Lease-Back Transaction with respect to any Principal
Property with any person (other than the Company or a Subsidiary) unless either
(i) the Company or such Subsidiary would be entitled, pursuant to the provisions
described in clauses (1) through (9) under "Limitations on Mortgages" above, to
incur Debt secured by a Mortgage on the Principal Property to be leased without
equally and ratably securing the Debt Securities, or (ii) the Company during or
immediately after the expiration of 120 days after the effective date of such
transaction applies to the voluntary retirement of its Funded Debt and/or the
acquisition or construction of Principal Property an amount equal to the greater
of the net proceeds of the sale of the property leased in such transaction or
the fair value in the opinion of the chief financial officer of the Company of
the leased property at the time such transaction was entered into, in each case
net of the principal amount of all debt securities delivered under the
Indenture, including the Debt Securities (Section 1106).
LIMITATIONS ON SUBSIDIARY DEBT AND PREFERRED STOCK
The Indenture provides that the Company may not permit any Restricted
Subsidiary (which term includes most of the Company's existing Subsidiaries) to,
directly or indirectly, create, incur, issue, assume or otherwise become liable
with respect to, extend the maturity of or become responsible for the payment
of, as applicable, any Debt or Preferred Stock other than (1) Debt outstanding
on the date of the Indenture; (2) Debt of a Restricted Subsidiary which
represents the assumption by such Restricted Subsidiary of Debt of another
Restricted Subsidiary; (3) Debt or Preferred Stock of any corporation or
partnership existing at the time such corporation or partnership becomes a
Subsidiary; (4) Debt of a Restricted Subsidiary arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations or from guarantees, letters of credit, surety bonds or performance
bonds securing any obligations of the Company or any of its Subsidiaries
incurred or assumed in connection with the disposition of any business, property
or Subsidiary, other than guarantees or similar credit support by any Restricted
Subsidiary of indebtedness incurred by any Person acquiring all or any portion
of such business, property or Subsidiary for the purpose of financing such
acquisition; (5) Debt of a Restricted Subsidiary in respect of performance,
surety and other similar bonds, bankers acceptances and letters of credit
provided by such Restricted Subsidiary in the ordinary course of business; (6)
Debt secured by a Mortgage incurred to finance the purchase price or cost of
construction of property (or additions, substantial repairs, alterations or
substantial improvements thereto), provided that (A) such Mortgage and the Debt
secured thereby are incurred within 18 months of the later of such acquisition
or completion of construction (or such addition, repair, alteration or
improvement) and full operation thereof and (B) such Mortgage does not relate to
any property other than the property so purchased or constructed (or added,
repaired, altered or improved); (7) Permitted Subsidiary Refinancing Debt (as
defined in the Indenture); (8) Debt (including without limitation, Debt arising
from a guarantee) of a Restricted Subsidiary to the Company or another
Subsidiary, but only for so long as held or owned by the Company or another
Subsidiary; or (9) any obligation pursuant to a Sale and Lease-Back Transaction
permitted pursuant to the provisions described under "Limitations on Sale and
Lease-Back" above (Section 1107).
8
<PAGE>
Notwithstanding the foregoing, the Company and any one or more Subsidiaries,
including Restricted Subsidiaries, may, without securing the Debt Securities,
issue, assume or guarantee Debt or Preferred Stock or enter into any Sale and
Lease-Back Transaction that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount which, together with all other
such Debt or Preferred Stock of the Company and its Subsidiaries (not including
Debt or Preferred Stock permitted pursuant to the foregoing paragraphs) and the
aggregate Attributable Debt (as defined below) in respect of Sale and Lease-Back
Transactions does not exceed 15% of Consolidated Net Tangible Assets (as
hereinafter defined) of the Company and its Consolidated Subsidiaries (Section
1108).
The term Principal Property is defined to mean each acute-care hospital
providing general medical and surgical services (excluding equipment, personal
property and hospitals that primarily provide specialty medical services, such
as psychiatric and obstetrical and gynecological services) owned solely by the
Company and/or one or more of its Subsidiaries and located in the United States.
The term Consolidated Net Tangible Assets is defined to mean the total amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities as disclosed on the consolidated
balance sheet of the Company (excluding any thereof that are by their terms
extendible or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed and
excluding any deferred income taxes that are included in current liabilities),
and (ii) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangible assets, all as set forth on the
most recent consolidated balance sheet of the Company and computed in accordance
with generally accepted accounting principles. The term Attributable Debt is
defined to mean (i) as to any capitalized lease obligations, the Debt carried on
the balance sheet in accordance with generally accepted accounting principles,
and (ii) as to any operating leases, the total net minimum rent required to be
paid under such leases during the remaining term thereof discounted at the rate
of 1% per annum over the weighted average yield to maturity of all debt
securities issued and outstanding under the Indenture, including any outstanding
Debt Securities, compounded semi-annually (Section 101).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to the
Debt Securities of any series: (a) failure to pay principal of or any premium on
any Debt Security of that series when due; (b) failure to pay any interest on
any Debt Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment in respect of any Debt Security of that series
when due; (d) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than the series), continued for 60
days after written notice as provided in the Indenture; (e) certain events in
bankruptcy, insolvency or reorganization; and (f) any other Event of Default
provided with respect to Debt Securities of that series (Section 501). If any
Event of Default with respect to Debt Securities of any series at any time
Outstanding occurs and is continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt Securities of that
series are Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that series
to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the Holders
of a majority in aggregate principal amount of Outstanding Debt Securities of
that series may, under certain circumstances, rescind and annul such
acceleration (Section 502).
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity (Section 603). Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the
9
<PAGE>
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series (Section 512).
The Company is required to furnish the Trustee annually with a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance (Section 1109).
MODIFICATION AND WAIVER
Modifications of and amendments to the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of interest, if any, on, any Debt Security,
(b) reduce the principal amount of, or any premium or interest on, any Debt
Security, (c) reduce the amount of principal of Discount Securities payable upon
acceleration of the maturity thereof, (d) change the currency of payment of
principal of, or any premium or interest on, any Debt Security, (e) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security, or (f) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults (Section 1002).
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of each series may, on behalf of all Holders of Debt Securities
of that series, waive any past default under the Indenture with respect to Debt
Securities of that series, except a default in the payment of principal or any
premium or interest or a covenant or provision that cannot be modified or
amended without the consent of the Holders of each Outstanding Debt Security
affected thereby (Section 513).
CONSOLIDATION, MERGER, SALE OR LEASE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate with or merge into, or
transfer or lease its assets substantially as an entirety to any corporation
organized under the laws of any domestic jurisdiction, provided that the
successor corporation assumes the Company's obligations on the Debt Securities
and under the Indenture, that immediately after giving effect to the
transactions no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing, and that certain other conditions are met (Section 901).
DEFEASANCE
If so specified in the Prospectus Supplement with respect to the Debt
Securities of any series, the Company, at its option, (i) will be discharged
from any and all obligations in respect of the Debt Securities of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, replace stolen, lost or mutilated Debt Securities of
such series, maintain paying agencies and hold moneys for payment in trust) or
(ii) will not be subject to provisions of the Indenture concerning limitations
upon Mortgages, Subsidiary Debt and Preferred Stock, Sale and Leaseback
Transactions, and consolidations, mergers and sales of assets, in each case if
the Company deposits with the Trustee, in trust, money or U.S. Government
Obligations (as defined) which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay all the principal, premium, if any, and interest on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities. To exercise any such option, the Company is
required, among other things, to deliver to the Trustee an opinion of counsel to
the effect that (1) the deposit and related defeasance would not cause the
Holders of the Debt Securities of such series to recognize income, gain or loss
for United States
10
<PAGE>
income tax purposes and (2) if the Debt Securities of such series are then
listed on any national securities exchange, such Debt Securities would not be
delisted from such exchange as a result of the exercise of such option (Article
Fourteen).
NOTICES
Notices to Holders will be given by mail to the addresses of such Holders as
they appear in the Security Register (Sections 101, 105).
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York (Section 111).
CONCERNING THE TRUSTEE
The Trustee has normal banking relationships with the Company.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Debt Securities to or through underwriters or a group
of underwriters, directly to other purchasers, or through dealers or agents. The
distribution of the Debt Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Each Prospectus Supplement will describe
the method of distribution, and time and place of delivery, of the offered Debt
Securities. The Company also may, from time to time, authorize dealers, acting
as the Company's agents, to solicit offers to purchase the offered Debt
Securities upon the terms and conditions set forth in any Prospectus Supplement.
In connection with the sale of Debt Securities, underwriters, dealers or
agents may receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in
the distribution of Debt Securities may be deemed to be "underwriters," and any
discounts or commissions received by them and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriter, dealer or agent will be
identified, and any such compensation will be described, in the Prospectus
Supplement relating to the offered Debt Securities.
Under agreements that may be entered into by the Company, underwriters,
dealers and agents that participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Each issuance of a series of Debt Securities will constitute a new issue of
securities with no established trading market. In the event that Debt Securities
of a series offered hereunder are not listed on a national securities exchange,
certain broker-dealers may make a market in the Debt Securities, but will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given that any broker-dealer will make a market in
the Debt Securities of any series or as to the liquidity of the trading market
for such Debt Securities.
DELAYED DELIVERY ARRANGEMENT
If so indicated in the Prospectus Supplement relating to offered Debt
Securities, the Company will authorize dealers or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase Debt
Securities from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will be subject to the
11
<PAGE>
condition that the purchase of Debt Securities shall not at the time of delivery
be prohibited under the laws of the jurisdiction to which such purchaser is
subject. The dealers and such other agents will not have any responsibility in
respect of the validity or performance of such contracts.
LEGAL OPINIONS
Certain matters with respect to the validity of the Debt Securities offered
hereby will be passed upon for the Company by Stephen T. Braun, Senior Vice
President and General Counsel of the Company, and for any underwriters, dealers
or agents, as the case may be, by Jenkens & Gilchrist, a Professional
Corporation, Dallas, Texas. Jenkens & Gilchrist, a Professional Corporation, has
rendered, and continues to render, certain legal services to the Company. As of
January 31, 1994, Mr. Braun owned approximately 1,072 shares and had options to
purchase 44,500 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
Columbia Healthcare Corporation (predecessor to the Company) and the
supplemental consolidated financial statements and supplemental financial
statement schedules of the Company, incorporated herein by reference in this
Prospectus, have been audited by Coopers & Lybrand, independent accountants, to
the extent and for the periods indicated in their reports thereon incorporated
by reference herein, which include explanatory paragraphs regarding (as to the
Company) the merger of Columbia Healthcare Corporation and HCA and (as to the
Company and Columbia Healthcare Corporation) on a change in accounting for
income taxes. Such financial statements and financial statement schedules
audited by Coopers & Lybrand have been incorporated herein by reference in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC filing fee.................................................. $ 517,242
Accounting fees and expenses.................................... 25,000*
Printing and engraving.......................................... 25,000*
Blue Sky fees and expenses (including legal fees)............... 10,000*
Trustee's fees and expenses..................................... 15,000*
Rating Agency fees.............................................. 135,000*
Miscellaneous................................................... 22,758*
----------
Total......................................................... $ 750,000*
----------
----------
<FN>
- ------------------------
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of the
Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or may hereafter be amended, a director of the Registrant shall not be
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Delaware General Corporation Law permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting director liability for monetary damages
arising from breaches of their fiduciary duty. The only limitations imposed
under the statute are that the provision may not eliminate or limit a director's
liability (i) for breaches of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.
The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its Restated
Certificate of Incorporation. In addition, directors and officers are insured,
at the Registrant's expense, against certain liabilities that might arise out of
their employment and are not subject to indemnification under the Restated
Certificate of Incorporation.
II-1
<PAGE>
The foregoing summaries are necessarily subject to the complete text of the
statutes, Restated Certificate of Incorporation and agreements referred to above
and are qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS.
<TABLE>
<C> <C> <S>
1 -- Form of Underwriting Agreement (filed as Exhibit 1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-50985), and
incorporated herein by reference).
4 -- Indenture dated as of December 15, 1993 between the Company and The
First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference).
5 -- Opinion of Stephen T. Braun, Esq.
12 -- Statement regarding computation of ratio of earnings to fixed charges
(filed as Exhibit 12.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, and incorporated herein by
reference).
23(a) -- Consent of Coopers & Lybrand.
23(b) -- Consent of Stephen T. Braun, Esq. appears in his opinion filed as
Exhibit 5.
25 -- Power of Attorney of certain signatories appears on page II-4.
26 -- Statement of Eligibility of Trustee on Form T-1 (filed as Exhibit 26 to
the Registrant's Registration Statement on Form S-3 (File No. 33-50985)
and incorporated herein by reference).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant 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; and
(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 (i) and (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 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.
II-2
<PAGE>
(4) 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the 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 the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Louisville, Commonwealth of Kentucky, on the 29th day
of April, 1994.
COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ STEPHEN T. BRAUN
--------------------------------------
Stephen T. Braun
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints Stephen T. Braun, David C.
Colby and Richard A. Lechleiter, and each of them, any one of whom may act
without the joinder of the others, as his or her attorney-in-fact to execute in
the name and on behalf of any such person, individually and in the capacity
stated below, and to file all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such changes and
additions in this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------- -----------------------
<S> <C> <C>
/s/ THOMAS F. FRIST, JR., M.D. Chairman of the Board April 29, 1994
----------------------------------------
Thomas F. Frist, Jr., M.D.
/s/ RICHARD L. SCOTT President, Chief Executive April 29, 1994
---------------------------------------- Officer (Principal Executive
Richard L. Scott Officer) and Director
/s/ DAVID C. COLBY Senior Vice President, Chief April 29, 1994
---------------------------------------- Financial Officer and Treasurer
David C. Colby (Principal Financial Officer)
/s/ RICHARD A. LECHLEITER Vice President and Controller April 29, 1994
---------------------------------------- (Principal Accounting Officer)
Richard A. Lechleiter
/s/ MAGDALENA AVERHOFF, M.D. Director April 29, 1994
----------------------------------------
Magdalena Averhoff, M.D.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------- -----------------------
<S> <C> <C>
/s/ J. DAVID GRISSOM Director April 29, 1994
----------------------------------------
J. David Grissom
/s/ ETHAN JACKSON Director April 29, 1994
----------------------------------------
Ethan Jackson
/s/ CHARLES J. KANE Director April 29, 1994
----------------------------------------
Charles J. Kane
/s/ JOHN W. LANDRUM Director April 29, 1994
----------------------------------------
John W. Landrum
/s/ T. MICHAEL LONG Director April 29, 1994
----------------------------------------
T. Michael Long
/s/ DARLA D. MOORE Director April 29, 1994
----------------------------------------
Darla D. Moore
/s/ RODMAN W. MOORHEAD III Director April 29, 1994
----------------------------------------
Rodman W. Moorhead III
/s/ CARL F. POLLARD Director April 29, 1994
----------------------------------------
Carl F. Pollard
/s/ CARL E. REICHARDT Director April 29, 1994
----------------------------------------
Carl E. Reichardt
/s/ FRANK S. ROYAL, M.D. Director April 29, 1994
----------------------------------------
Frank S. Royal, M.D.
/s/ ROBERT D. WALTER Director April 29, 1994
----------------------------------------
Robert D. Walter
/s/ WILLIAM T. YOUNG Director April 29, 1994
----------------------------------------
William T. Young
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <C> <S> <C>
1 -- Form of Underwriting Agreement (filed as Exhibit 1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-50985), and
incorporated herein by reference).
4 -- Indenture dated as of December 15, 1993 between the Company and The
First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference).
5 -- Opinion of Stephen T. Braun, Esq.
12 -- Statement regarding computation of ratio of earnings to fixed charges
(filed as Exhibit 12.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, and incorporated herein
by reference).
23(a) -- Consent of Coopers & Lybrand.
23(b) -- Consent of Stephen T. Braun, Esq. appears in his opinion filed as
Exhibit 5.
25 -- Power of Attorney of certain signatories appears on page II-4.
26 -- Statement of Eligibility of Trustee on Form T-1 (filed as Exhibit 26 to
the Registrant's Registration Statement on Form S-3 (File No.
33-50985) and incorporated herein by reference).
</TABLE>
<PAGE>
[Columbia letterhead]
April 29, 1994
Columbia/HCA Healthcare Corporation
201 West Main Street
Louisville, KY 40202
RE: Registration Statement Covering Up To $1.5 Billion
Columbia/HCA Healthcare Corporation
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Columbia/HCA Healthcare
Corporation, a Delaware corporation (the "Company"), and have acted as such
with respect to the proposed issuance from time to time of up to an aggregate
of $1.5 billion principal amount of Debt Securities (the "Debt Securities"). On
April 29, 1994, the Company filed with the Securities and Exchange Commission
a Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") and Rule 415 thereunder. Such
Registration Statement relates to the Debt Securities to be issued from time
to time pursuant to an Indenture (the "Indenture") dated December 15, 1993,
between the Company and The First National Bank of Chicago, as Trustee (the
"Trustee"), in the form contained as an exhibit to the Registration Statement,
such Debt Securities to bear interest at such rates and to be payable at such
times, to have such redemption provisions, to mature at such times and
otherwise to have such terms as may be determined from time to time as
contemplated by the Prospectus, as it may be supplemented, included in such
Registration Statement.
I have examined and relied upon the original or copies, certified to my
satisfaction, of (i) the Restated Certificate of Incorporation and Bylaws of
the Company, as amended, (ii) copies of resolutions of the Board of Directors
of the Company authorizing the offering and the issuance of the Debt
Securities to be sold by the Company and related matters, (iii) the
Registration Statement, and all exhibits thereto, (iv) the Indenture and
(v) such other documents and instruments as I have deemed necessary for the
expression of the opinions contained herein. In making the foregoing
examinations, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as certified or photostatic
copies.
Based on such examination and review, I hereby advise you that, in my opinion,
when the Registration Statement has become effective under the Act, and all
necessary proceedings have been taken by the Board of Directors, the Executive
Committee of such Board of Directors or the appropriate Authorized Officers
of the Company in connection with the authorization, issuance and sale of the
Debt Securities of a particular series and related matters, the Debt
Securities of such series, when duly executed on behalf of the Company
<PAGE>
April 28, 1994
Page -2-
and authenticated by the Trustee and issued and delivered pursuant to the
Indenture against payment to the Company of the authorized consideration
therefor, will be duly authorized and validly issued and will be binding
obligations of the Company in accordance with their terms subject to
(i) applicable liquidation, conservatorship, bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws affecting
creditors' rights or the collection of debtor's obligations generally from
time to time in effect; or (ii) general principles of equity (whether
enforceability is considered in a proceeding in equity or at law), including
the qualification that the availability of the remedies of specific
performance or injunctive relief or other equitable remedies is subject to the
discretion of the court before which any such proceeding therefor may be
brought and including standards of good faith, fair dealing and reasonableness
that may be applied by a court to the exercise of certain rights and remedies.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Opinions" in the Prospectus forming part of the Registration Statement. In
giving such consent, I do not admit that I come within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission thereunder.
Very truly yours,
Stephen T. Braun
Senior Vice President
and General Counsel
STB/jgw
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our report dated February 28, 1994 except for Note 15, as to
which the date is March 24, 1994, (which report includes explanatory paragraphs
regarding the merger of Columbia Healthcare Corporation and HCA - Hospital
Corporation of America and a change in accounting for income taxes) on our
audits of the supplemental consolidated financial statements and supplemental
financial statement schedules of Columbia/HCA Healthcare Corporation as of
December 31, 1993 and 1992 and for each of the three years in the period ended
December 31, 1993, which report is included in Columbia/HCA Healthcare
Corporation's Annual Report on Form 10-K. Additionally, we consent to the
incorporation by reference of our report dated February 28, 1994, (which
includes an explanatory paragraph regarding a change in accounting for income
taxes) on our audits of the consolidated financial statements of Columbia
Healthcare Corporation as of December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993, which report is included in
Columbia/HCA Healthcare Corporation's Annual Report on Form 10-K. We also
consent to the reference to our Firm under the caption "Experts."
COOPERS & LYBRAND
Louisville, Kentucky
April 29, 1994
