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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT MARCH 11, 1994
(Date of Earliest Event Reported)
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COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
State of Incorporation
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001-11239 75-2497104
(Commission (I.R.S. Employer
File Number) Identification No.)
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ITEM 5. OTHER EVENTS
The Registrant files herewith those exhibits listed in Item 7(c) below.
ITEM 7(C). EXHIBITS
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
1. Shelf Underwriting Agreement, dated March 9, 1994, by and among
Columbia/HCA Healthcare Corporation and Lehman Brothers Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Brothers Inc, as representatives of the
Underwriters.
4.1 Form of 6 1/2% Note Due March 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLUMBIA/HCA HEALTHCARE CORPORATION
(Registrant)
By: /s/ STEPHEN T. BRAUN
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Stephen T. Braun,
Senior Vice President and
General Counsel
Date: March 11, 1994
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NO. EXHIBIT NUMBERED PAGES
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1. Shelf Underwriting Agreement, dated March 9, 1994, by and among Columbia/ HCA Healthcare
Corporation and Lehman Brothers Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Brothers
Inc, as representatives of the Underwriters.
4.1 Form of 6 1/2% Note Due March 15, 1999.
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SHELF
UNDERWRITING AGREEMENT
March 9, 1994
Columbia/HCA Healthcare Corporation
201 West Main Street
Louisville, Kentucky 40202
Dear Sirs:
We (the "Managers") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Columbia/HCA Healthcare
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
$175,000,000 aggregate principal amount of its 6 1/2% Notes due March 15, 1999
(the "Notes"). The Notes are sometimes referred to herein as the "Offered
Securities." The Offered Securities will be issued pursuant to the provisions of
an Indenture dated as of December 15, 1993 (the "Indenture") between the Company
and The First National Bank of Chicago, as Trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the respective principal amounts of the
Notes set forth below opposite their names at a purchase price of 99.303% of the
principal amount of the Notes.
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PRINCIPAL AMOUNT
OF NOTES
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Lehman Brothers, Inc........................................................ $ 43,750,000
Donaldson, Lufkin & Jenrette Securities Corporation......................... 43,750,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................................... 43,750,000
Salomon Brothers Inc........................................................ 43,750,000
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Total..................................................................... $ 175,000,000
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The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Lehman Brothers Inc. at 9:00 a.m. (New York time) on March 16,
1994. The time and date of such payment and delivery are hereinafter referred to
as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated November 22, 1993, and the Prospectus Supplement dated March 9, 1994,
including the following:
Terms of Notes:
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Public Offering Price: 99.928% of principal amount
Purchase Price: 99.303% of principal amount
Maturity Date: March 15, 1999
Interest Rate: 6 1/2%
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: March 15 and September 15, commencing September 15, 1994.
Interest accrues from March 16, 1994
Current Ratings: Standard & Poor's Corporation -- BBB+
Moody's Investor Service -- A3
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All provisions contained in the document entitled Underwriting Agreement
Standard Provisions (Debt Securities), a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions
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had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a copy of
this Agreement in the space set forth below.
Very truly yours,
LEHMAN BROTHERS INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON BROTHERS INC
By: LEHMAN BROTHERS INC.
Acting severally on behalf of itself
and the several Underwriters named herein
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Accepted:
COLUMBIA/HCA HEALTHCARE
CORPORATION
By: _____________________________
Name: ___________________________
Title: __________________________
2
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COLUMBIA/HCA HEALTHCARE CORPORATION $ ___________
No._____________ 6 1/2% NOTE DUE MARCH 15, 1999 Cusip No.
Registered Owner:
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COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware corporation (hereinafter called
the "Company", which term includes any successor thereto under the Indenture
hereinafter referred to) for value received, hereby promises to pay to the
registered owner identified above or registered assigns, the principal sum
specified above, on March 15, 1999, and to pay interest on said principal sum,
semi-annually on March 15 and September 15 of each year, commencing September
15, 1994, at the rate of 6 1/2% per annum from the March 15 or September 15, as
the case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note, or
unless no interest has been paid or duly provided for on the Notes, in which
case from March 16, 1994, until the principal thereof becomes due and payable,
and at such rate on any overdue principal and (to the extent that the payment of
such interest shall be legally enforceable) on any overdue installment of
interest. Notwithstanding the foregoing, when there is no existing default in
the payment of interest on the Notes, if the date hereof is after a Regular
Record Date (which shall be the close of business on March 1 or September 1, as
the case may be, next preceding an Interest Payment Date) and before the next
succeeding Interest Payment Date, this Note shall bear interest from such
Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in
the payment of interest due on such Interest Payment Date, then this Note shall
bear interest from the next preceding Interest Payment Date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly
provided for on the Notes, from March 16, 1994. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the Regular Record Date for such
Interest Payment Date. The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, at the office or agency
of the Company in the Borough of Manhattan, the City and State of New York;
PROVIDED, HOWEVER, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. Any interest not punctually paid
or duly provided for shall be payable as provided in the Indenture.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth at
this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, COLUMBIA/HCA HEALTHCARE CORPORATION has caused this Note
to be signed, manually or by facsimile, by its Chairman of the Board, its
President or one of its Vice Presidents and to be attested to by its Secretary
or one of its Assistant Secretaries, and its corporate seal to be printed,
engraved or otherwise reproduced hereon, by facsimile or otherwise.
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Dated:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:
Title: PRESIDENT
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the within-
mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee, Attest
By: By:
Authorized Officer Title: SECRETARY
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COLUMBIA/HCA HEALTHCARE CORPORATION
6 1/2% NOTE DUE MARCH 15, 1999
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (herein called the "Securities")
of a series herein specified, all issued and to be issued under an Indenture
dated as of December 15, 1993 (herein called the "Indenture"), between the
Company, and The First National Bank of Chicago, as Trustee (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Securities, and the terms upon which the Securities are,
and are to be, authenticated and delivered. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may
be subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided. This Note is one of a series of Notes of the Company
designated as its 6 1/2% Notes due March 15, 1999 (herein called the "Notes"),
limited in aggregate principal amount to $175,000,000.
The Notes may not be redeemed by the Company prior to March 15, 1999.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Trustee in the Borough of Manhattan, the City and State
of New York, duly endorsed by, or accompanied by, a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by
the Registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of the same series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal hereof may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of any series under the
Indenture at any time by the Company with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of each
series affected by any such amendment or modification. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
No recourse under or upon any obligation, covenant or agreement contained in
the Indenture or in this Note, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, or against any past, present or future
stockholder, officer or director, as such of the Company, or of any successor
corporation, either directly or through the Company or such successor
corporation, whether by virtue of any constitution or statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise. It is expressly
understood and agreed that the Indenture and this Note are solely corporate
obligations; that no personal liability whatever shall attach to, or is or shall
be incurred by, the incorporators, stockholders, officers or directors of the
Company, or of any successor corporation, or any of them, because of the
creation of indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in the Indenture or in this Note,
or implied therefrom; and that any and all such personal liability of every such
incorporator, stockholder, officer or director is hereby expressly waived as a
condition of, and as a consideration for, the execution of the Indenture and the
issue of this Note.
The Indenture and the Notes shall be governed by and constituted in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act
(State)
JT TEN -- as joint tenants with right of IRA -- Individual Retirement Account
survivorship and not as tenants in common
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
Please insert social security or other
identifying number of assignee
FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers unto
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
________________________________________________________________________________
____________________________________ DOLLARS ($__________________) in principal
amount of the Note(s) represented by the within certificate, and does hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said Note(s) on the books of the within named Company with full
power of substitution in the premises.
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Dated Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.
Signature witnessed by:
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