SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report October 4, 1994
(Date of Earliest Event Reported)
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State of Incorporation)
001-11239 75-2497104
(Commission (I.R.S. Employer
File Number) Identification No.)
201 West Main Street, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
(502) 572-2000
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. Other Events
On October 4, 1994, Columbia/HCA Healthcare Corporation and
Healthtrust, Inc.- The Hospital Company jointly announced the signing
of a definitive agreement to merge in a tax free stock-for-stock
transaction.
ITEM 7. Exhibit
Exhibit 20. Copy of the joint press release dated October 4, 1994
(with Appendix A).
SIGNATURE
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 hereunto duly authorized.
COLUMBIA/HCA HEALTHCARE CORPORATION
Stephen T. Braun
Senior Vice President and General Counsel
DATED: October 4, 1994
EXHIBIT-20
COLUMBIA/HCA HEALTHCARE HEALTHTRUST, INC.
CORPORATION
Investor Contact: Investor Contact:
Victor L. Campbell Merilyn H. Herbert
502/572-2111 or 615/320-2053 615/298-6261
Media Contact: Media Contact:
Lindy B. Richardson Paula Lovell
502/572-2153 615/297-7766
COLUMBIA/HCA HEALTHCARE CORPORATION
AND HEALTHTRUST, INC.
ANNOUNCE PLANNED MERGER TO CREATE $15 BILLION COMPANY
LOUISVILLE, Ky., and NASHVILLE, Tenn., October 4, 1994 -- In a
merger creating a $15 billion healthcare provider, Columbia/HCA Healthcare
Corporation (NYSE:COL) and HealthTrust Inc.- The Hospital Company
(NYSE:HTI) today jointly announced the signing of a definitive agreement
to merge in a tax free, stock-for-stock transaction.
Under the terms of the merger agreement approved today by the boards
of both companies, HTI shareholders would receive 0.88 of a share of
Columbia common stock in exchange for each HTI share held. Following the
merger, there will be approximately 452 million shares of Columbia common
stock outstanding. It is anticipated that the proposed merger will be
tax-free to HTI shareholders and accounted for as a pooling-of-interests.
After the merger, Columbia will own and operate 311 hospitals with
approximately 60,000 licensed beds and 125 outpatient centers in 37 states
and two foreign countries. The combined companies will have approximately
170,000 employees and total assets and annual revenues of over $15
billion.
The companies anticipate annual savings of approximately $125
million from cost reductions and improved efficiencies resulting from this
consolidation. By leveraging their economies of scale and collective
strengths and efficiencies, the companies believe they can greatly control
healthcare costs while maintaining quality patient care.
-more-
<PAGE>
"We have heard the nation's call to reform, and we are responding to
improve the system for patients, physicians and purchasers. Our continued
growth is generating dramatic changes in the delivery of healthcare
services in this country, and they are changes for the better," said
Richard L. Scott, President and Chief Executive Officer of Columbia.
"Healthcare historically has been a fragmented industry, lacking
accountability and quality standards. As we bring providers together into
an integrated system, we can improve quality and efficiency and realize
within this industry the benefits that size has created within other
American industries," Scott added.
R. Clayton McWhorter, HealthTrust's Chairman, President and Chief
Executive Officer said, "The combination of these two companies represents
a marketplace response to the rapidly changing healthcare environment.
This consolidation will enhance our efforts with physicians and managed
care organizations as we together seek cost-efficient, quality results."
When the merger is consummated, R. Clayton McWhorter will be
Chairman of the Board, Thomas F. Frist, Jr., M.D. will be Vice Chairman,
Richard L. Scott will be President and Chief Executive Officer, David T.
Vandewater will be Chief Operating Officer and David C. Colby will be
Chief Financial Officer. Subject to Columbia stockholder approval, the
combined entity's board of directors will consist of 15 current Columbia
directors and three of the current HealthTrust directors. It is
anticipated that Columbia will continue its existing dividend policy of
$0.03 per share per quarter.
The transaction is conditioned upon confirmation that the
transaction qualifies as a pooling-of-interests, approval by shareholders
of both companies, clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary conditions. Shareholders meetings to
vote on the proposed merger transaction are anticipated during the first
quarter of 1995.
Morgan Stanley & Co. Incorporated is serving as financial advisors
to Columbia and has rendered a fairness opinion to the Columbia board of
directors. Merrill Lynch & Co. is serving in the same capacity to
HealthTrust and has rendered a fairness opinion to HealthTrust's board of
directors with respect to the proposed combination.
Columbia currently operates 195 hospitals with 44,000 beds and 125
outpatient centers. Columbia provided $700 million in uncompensated
patient care and paid $711 million in federal, state and local taxes in
1993. HealthTrust currently operates 116 hospitals with 16,000 beds
through which it provides a variety of inpatient and outpatient services.
HealthTrust provided $240 million in uncompensated patient care and paid
$230 million in taxes in 1993.
# # #
<PAGE>
APPENDIX A
The press release (Exhibit-20) also contains graphic presentations of
"Facility Locations" and "Columbia/HCA and HealthTrust Hospitals by
State." The "Facility Locations" graphic depicts a map of the United
States indicating the location of Columbia/HCA Hospitals and Outpatient
Centers and HealthTrust Hospitals. The "Columbia/HCA and HealthTrust
Hospitals by State" chart provides in tabular form the Columbia/HCA,
HealthTrust and Combined Hospital totals by state and country as set forth
below.
Columbia/HCA and HealthTrust
Hospitals By State
State Columbia/HCA HealthTrust Combined
Alabama 5 3 8
Alaska 1 0 1
Arizona 2 2 4
Arkansas 1 2 3
California 6 5 11
Colorado 3 0 3
Delaware 1 0 1
Florida 46 10 56
Georgia 15 3 18
Idaho 0 2 2
Illinois 6 0 6
Indiana 1 1 2
Kansas 3 0 3
Kentucky 7 6 13
Louisiana 12 8 20
Mississippi 0 2 2
Missouri 2 1 3
Nevada 1 0 1
New Hampshire 3 0 3
New Mexico 3 0 3
North Carolina 3 3 6
Oklahoma 2 5 7
Oregon 0 2 2
South Carolina 4 3 7
Tennessee 13 13 26
Texas 35 32 67
Utah 2 8 10
Virginia 10 3 13
Washington 0 1 1
West Virginia 5 0 5
Wyoming 0 1 1
London, England 2 0 2
Geneva, Switzerland 1 0 1
Totals 195 116 311
