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Pricing Supplement dated July 21, 1994 Rule 424(b)(2)
(To Prospectus dated May 13, 1994 and File No. 33-53409
Prospectus Supplement dated July 11, 1994)
COLUMBIA/HCA HEALTHCARE CORPORATION
Medium-Term Notes -- Floating Rate
================================================================================
Principal Amount: $200,000,000
Agent's Discount or Commission: .350% of principal amount
Net Proceeds to Issuer: $199,300,000
Initial Interest Rate: N/A
Original Issue Date: July 28, 1994
Stated Maturity Date: July 28, 1997
================================================================================
Calculation Agent: The First National Bank of Chicago
Interest Calculation:
[X] Regular Floating Rate Note
[ ] Inverse Floating Rate Note
(Fixed Interest Rate):
[ ] Other Floating Rate Note (see attached)
[ ] Floating Rate/Fixed Rate Note
(Fixed Rate Commencement Date):
(Fixed Interest Rate):
Interest Rate Basis: [ ] CD Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Federal Funds Rate
[X] LIBOR
[ ] Treasury Rate
[ ] Other (see attached)
If LIBOR, Designated LIBOR Page: [ ] Reuters Page:__________ or [X] Telerate
Page: 3750
Index Currency: U.S. Dollars
Initial Interest Reset Date: July 28, 1994
Interest Reset Dates: the 28th day of each month
Interest Payment Dates: the 28th day of each month
Index Maturity: one month
Spread (+/-): See attached.
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Day Count Convention:
[X] Actual/360 for the period from the 28th day of each month to the 27th day
of the succeeding month
[ ] Actual/Actual for the period from ____ to ____
[ ] 30/360 for the period from ____ to ____
Redemption:
[X] The Notes cannot be redeemed prior to the Stated Maturity Date.
[ ] The Notes may be redeemed prior to the Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage: ____%
Annual Redemption Percentage Reduction: ____% until Redemption Percentage
is 100% of the Principal Amount.
Repayment:
[ ] The Notes cannot be repaid prior to the Stated Maturity Date.
[X] The Notes may be repaid prior to the Stated Maturity Date at the option of
the holder of the Notes.
Optional Repayment Date(s): July 28, 1995 and July 28, 1996
Repayment Price: 100% of principal amount plus accrued interest to the date
of repayment
Currency:
Specified Currency: U.S. Dollars (If other than U.S. dollars, see attached)
Minimum Denominations: ____________ (Applicable only if Specified Currency is
other than U.S. dollars)
Original Issue Discount: [ ] Yes [X] No
Total Amount of OID: Yield to Maturity:
Initial Accrual Period:
Form: [X] Book-Entry [ ] Certificated
Agents: [X] Merrill Lynch & Co., Goldman Sachs & Co., Lehman Brothers, Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc
[X] Other
Agents acting in the capacity as indicated below:
[ ] Agent [X] Principal
If as principal:
[ ] The Notes are being offered at varying prices related to prevailing
market prices at the time of resale.
[X] The Notes are being offered at a fixed initial public offering price of
100% of principal amount.
If as Agent:
The Notes are being offered at a fixed initial public offering price of
____% of principal amount.
Other Provisions:
See attached.
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INTEREST RESET
Reset Periods. A "Reset Period" shall mean each of the following periods:
the period from July 28, 1994 through the day preceding the Interest Payment
Date in July 1995; the period from the Interest Payment Date in July 1995
through the day preceding the Interest Payment Date in July 1996; and the
period from the Interest Payment Date in July 1996 to, but excluding, the
stated Maturity Date of the Notes.
Not earlier than the 45th day and not later than the 30th day prior to the
commencement of any Reset Period subsequent to the initial Reset Period (a
"Notification Date"), the Company shall deliver to the Trustee an officer's
certificate establishing the Spread (as defined below) for such subsequent
Reset Period. If the Company fails to deliver timely such officer's
certificate to the Trustee, the Spread for the subsequent Reset Period shall
be the Spread in effect during the immediately preceding Reset Period.
The Spread for the initial Reset Period and each Interest Period in such
Reset Period shall be fifteen basis points. The Spread for each subsequent
Reset Period and each Interest Period in such Reset Period shall be determined
by the Company as set forth above.
On or before the Business Day following any Notification Date, the Company
will cause notice to be mailed to each holder of the Notes of the Spread with
respect to the immediately following Reset Period that is set forth in the
officer's certificate described above. As long as the Notes are represented by
one or more permanent Global Notes, a nominee of The Depository Trust
Company (the "Depositary") will be the holder of the Notes and, therefore,
will be the only entity that is entitled to such notice. Not later than two
Business Days after the Notification Date, the Company shall caused to be
published in The Wall Street Journal--Eastern Edition or, if such newspaper is
not then published, in a comparable edition or publication, the Spread with
respect to the immediately following Reset Period that is set forth in the
officer's certificate and the notice to holders described above.
Interest Rate. The per annum rate of interest for each Interest Period will
be (i) LIBOR Rate (as defined in the accompanying Prospectus Supplement) on
the last Business Day prior to the first day of such Interest Period plus (ii)
a spread (the "Spread") of fifteen basis points during the Initial Reset
Period and as subsequently determined by the Company for subsequent Reset
Periods as described above. The LIBOR for each Interest Period will be
determined by the Calculation Agent (as defined below) in accordance with the
following provisions.
The Calculation Agent will, upon the request of the holder of any Note,
provide the interest rate then in effect. The Calculation Agent is the
Trustee. All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on the Company
and the holders of the Notes.
REPAYMENT AT OPTION OF HOLDER
Each Note will be repayable in whole or part in increments of $1,000 on
each of July 28, 1995 and July 28, 1996 (each, an "Election Date") at the
option of the holder of such Note, at 100% of its principal amount plus
accrued interest to the date of repayment. For any Note to be repaid, such
Note must be received, together with the form thereon entitled "Option to
Elect Repayment" duly completed, by the Trustee at its Corporate Trust Office
(or such other address of which the company shall from time to time notify the
Holders) not more than 30 nor less than 15 calendar days prior to the date of
repayment.
While the Book-Entry Notes are represented by the Global Securities held by
or on behalf of the Depositary, and registered in the name of the Depositary
or the Depositary's nominee, the option for repayment may be exercised by the
applicable Participant that has an account with the Depositary, on behalf of
the beneficial owners of the Global Security or Securities representing such
Book-Entry Notes, by delivering a written notice substantially similar to the
above mentioned form to the Trustee at its Corporate Trust Office (or such
other address of which the Company shall from time to time notify the
Holders), not more than 30 nor less than 15 calendar days prior to the date of
repayment. Notices of elections from Participants on behalf of beneficial
owners of the Global Security or Securities representing such Book-Entry Notes
to exercise their option to have such Book-Entry Notes repaid must be received
by the Trustee by 5:00 P.M., New York City time, on the last day for giving such
notice. In order to ensure that a notice is received by the Trustee on a
particular day, the beneficial owner of the Global Security or Securities
representing such Book-Entry Notes must so direct the applicable Participant
before such
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Participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, beneficial owners of the Global Security or Securities
representing Book-Entry Notes should consult the Participants through which
they own their interest therein for the respective deadlines for such
Participants. All notices shall be executed by a duly authorized officer of
such Participant (with signature guaranteed) and shall be irrevocable. In
addition, beneficial owners of the Global Security or Securities representing
Book-Entry Notes shall effect delivery at the time such notices of election
are given to the Depositary by causing the applicable Participant to transfer
such beneficial owner's interest in the Global Security or Securities
representing such Book-Entry Notes, on the Depositary's records, to the
Trustee.
The Company does not intend to establish a sinking fund or otherwise set
aside any amounts for the repayment of the Notes.
All capitalized terms used above but not defined herein shall have the
meanings given to them in the accompanying Prospectus Supplement or
Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in the Distribution
Agreement, the Company has agreed to sell to the Underwriters named below (the
"Underwriters"), and each of the Underwriters has severally agreed to purchase
from the Company, the respective principal amounts of the Notes set forth
below.
<TABLE>
<CAPTION>
Underwriter Principal Amount
----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated..... $38,000,000
Goldman, Sachs & Co. ................................. 38,000,000
Lehman Brothers Inc. ................................. 38,000,000
Morgan Stanley & Co. Incorporated..................... 38,000,000
Salomon Brothers Inc ................................ 38,000,000
Chase Securities, Inc. ............................... 5,000,000
Citicorp Securities, Inc. ............................ 5,000,000
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$200,000,000
------------
</TABLE>
In the Distribution Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Notes offered
hereby if any of the Notes are purchased. The Company has been advised by the
Underwriters that they propose initially to offer the Notes to the public at
the public offering price set forth on the cover page of this Pricing
Supplement and to certain dealers at such public offering price less a
concession not in excess of .35% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of .10% of the principal amount of the Notes to certain other dealers. After
the initial public offering of the Notes the public offering price and
concession and discount to dealers may be changed by the Underwriters.
The Underwriters have agreed that they will pay to the Company on the first
Business Day following July 28, 1995 and July 28, 1996 an amount on such date
equal to .20% and .10%, respectively, of the aggregate principal amount of the
Notes repaid at the option of the holders, if any, at the close of business on
the respective dates set forth above.
The Notes are a new issue of securities with no established trading market.
The Company currently has no intention to list the Notes on any securities
exchange. The Company has been advised by the Underwriters that they intend to
make a market in the Notes, but are not obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
From time to time the Underwriters have provided, and continue to provide,
investment banking services to the Company. In the ordinary course of their
respective businesses, affiliates of Chase Securities, Inc. and Citicorp
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Securities, Inc. have engaged, and may in the future engage, in commercial
banking transactions with the Company and affiliates of the Company.
