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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 APRIL 20, 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 April 20, 1994, by and among
Columbia/HCA Healthcare Corporation and Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and J.P. Morgan Securities Inc., as
Underwriters.
4.1 Form of 8.36% Debenture Due April 15, 2024.
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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: April 25, 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 April 20, 1994, by and among Columbia/ HCA
Healthcare Corporation and Morgan Stanley & Co. Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and J.P. Morgan Securities Inc., as Underwriters.
4.1 Form of 8.36% Debenture Due April 15, 2024.
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SHELF
UNDERWRITING AGREEMENT
April 20, 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
$150,000,000 aggregate principal amount of its 8.36% Debentures due April 15,
2024 (the "Debentures"). The Debentures 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
Debentures set forth below opposite their names at a purchase price of 99.35%
of the principal amount of the Debentures.
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PRINCIPAL AMOUNT
OF DEBENTURES
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Morgan Stanley & Co. Incorporated........................................... $ 37,500,000
Donaldson, Lufkin & Jenrette Securities Corporation......................... 37,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................... 37,500,000
J.P. Morgan Securities Inc.................................................. 37,500,000
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Total..................................................................... $ 150,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Morgan Stanley & Co. Incorporated or through the
facilities of the Depository Trust Company at 9:00 a.m. (New York time) on
April 27, 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 April 20,
1994, including the following:
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Public Offering Price: 100% of principal amount
Put Price to Public: 90.95% of principal amount
Purchase Price: 99.35% of principal amount
Maturity Date: April 15, 2024
Put Date: April 15, 2004
Interest Rate: 8.36%
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: April 15 and October 15, commencing October 15, 1994.
Interest accrues from April 15, 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,
MORGAN STANLEY & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
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. 8.36% DEBENTURE DUE APRIL 15, 2024 Cusip No. 197677AC1
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 April 15, 2024, and to pay interest on said principal sum,
semi-annually on April 15 and October 15 of each year, commencing October 15,
1994, at the rate of 8.36% per annum from the April 15 or October 15, as the
case may be, next preceding the date of this Debenture 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
Debenture, or unless no interest has been paid or duly provided for on the
Debentures, in which case from April 15, 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 Debentures, if the date
hereof is after a Regular Record Date (which shall be the close of business on
April 1 or October 1, as the case may be,next preceding an Interest Payment
Date) and before the next succeeding Interest Payment Date, this Debenture 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 Debenture 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 Debentures, from April 15,
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 Debenture (or one or more Predecessor Debentures) is
registered at the Regular Record Date for such Interest Payment Date. The
principal of and interest on this Debenture 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 Debenture 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 Debenture 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
Debenture 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
8.36% DEBENTURE DUE APRIL 15, 2024
This Debenture 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 Debenture is one of a
series of Debentures of the Company designated as its 8.36% Debenture due
April 15, 2024 (herein called the "Debentures"), limited in aggregate principal
amount to $150,000,000.
The Debentures may not be redeemed by the Company prior to April 15, 2024.
This Debenture may be redeemed on April 15, 2004 at the option of the
holder hereof at 90.95% of the principal amount together with interest payable
to the redemption date. In order for this Debenture to be redeemed, the
Company must receive at its office or agency in New York, New York, during the
period from and including February 15, 2004 to and including March 15, 2004,
this Debenture duly executed below. Any such notice received by the Company
during the period from and including February 15, 2004 to and including
March 15, 2004 shall be irrevocable.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture may be registered in the Security Register
of the Company, upon surrender of this Debenture 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 Debentures of the same series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Debentures are issuable only as registered Debentures 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
Debenture is exchangeable for a like aggregate principal amount of Debentures
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 Debenture, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Debenture is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Debenture 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 Debentures 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 Debenture
shall be conclusive and binding upon such Holder and upon all future Holders of
this Debenture and of any Debenture 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 Debenture.
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 Debenture, 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 Debenture 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
Debenture, 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 Debenture.
The Indenture and the Debentures shall be governed by and constituted in
accordance with the laws of the State of New York.
All terms used in this Debenture 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.
OPTION TO REQUIRE REDEMPTION ON APRIL 15, 2004
If you wish to have this Debenture redeemed by the Company, check this box: / /
If you wish to have a portion of this Debenture redeemed by the Company, state
the amount:
$ __________
____________________ ____________________________________
Dated Notice: The signature must correspond
with the name as written upon the face
of the certificate in every particular
without alteration or any change
whatever.
____________________________________
Signature witnessed by:
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 Debenture(s) represented by the within certificate, and does
hereby irrevocably constitute and appoint ____________________________________
Attorney to transfer the said Debenture(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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