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 May 23, 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 May 23, 1994, Columbia/HCA Healthcare Corporation and Medical
Care America, Inc. 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 May 23, 1994.
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
Richard A. Lechleiter
Vice President and Controller
DATED: May 24, 1994
EXHIBIT-20
COLUMBIA/HCA HEALTHCARE CORPORATION MEDICAL CARE AMERICA, INC.
Investor Contacts: Media/Investor Contact:
Victor L. Campbell Lee A. Wood Jonathan R. Bond
615/320-2053 502/572-2115 214/701-2200
Press Contact:
Lindy B. Richardson
502/572-2153
COLUMBIA/HCA HEALTHCARE CORPORATION
AND MEDICAL CARE AMERICA, INC. ANNOUNCE PLANNED MERGER
Louisville, KY and Dallas, TX, May 23, 1994 -- Columbia/HCA
Healthcare Corporation (NYSE: COL) and Medical Care America, Inc. (NYSE:
MRX) today jointly announced the signing of a definitive agreement to
merge in a tax free stock-for-stock transaction. The proposed merger would
combine one of the nation's largest healthcare services providers with one
of the nation's largest operators of outpatient surgery centers, enhancing
Columbia/HCA's ability to deliver quality, comprehensive medical services
efficiently through local market networks. Nearly 60% of the Medical Care
America ("MCA") centers are located in existing Columbia/HCA metropolitan
areas.
Under the terms of the merger agreement, approved today by the
boards of both companies, MCA shareholders would receive shares of
Columbia/HCA common stock in an exchange ratio that values MCA common
stock at $29 if the average price of Columbia/HCA stock is between $36 and
$40; $29 to $30 if the average price of Columbia/HCA stock is greater than
$40 and up to or equal to $44; $30 if the average price of Columbia/HCA
stock is over $44; or a fixed ratio of 0.8056 shares of Columbia/HCA stock
per share of MCA stock if the average price of Columbia/HCA stock is less
than $36. The average price of Columbia/HCA stock will be determined over
a 20-trading day period ending five days prior to the closing. Assuming
the average price of the Columbia/HCA common stock is $39.75 for the
measurement period, Columbia/HCA would issue approximately 21.6 million
shares of common stock in the transaction, and there would be
approximately 359.5 million shares of Columbia/HCA's common stock
outstanding. It is anticipated that the proposed merger will be tax free
to MCA shareholders and accounted for as a purchase.
The proposed merger with MCA would add 96 surgery centers, which
include 153 recovery beds and 504 operating rooms, to Columbia/HCA's 196
acute-care and specialty hospitals and related ancillary healthcare
facilities.
The companies expect to realize synergies as a result of the
transaction from combined national purchasing contracts, access to
capital, overhead reduction of duplicative functions and by sharing
practice protocols. By leveraging economies of scale and increased
efficiencies, the companies believe they can continue to reduce healthcare
costs while maintaining quality patient care.
Richard L. Scott, Columbia/HCA's Chief Executive Officer, noted that
the benefits of the proposed merger between the two companies should be
significant because of the complementary geographic locations of the
facilities. "This combination enhances our ability to provide quality
healthcare services in an efficient setting due to broad geographic
coverage and combined cost efficiencies. The strong relationships that
each company has developed with managed care and local physicians,
combined with a decentralized management style, should enable Columbia/HCA
to respond positively to changes in the healthcare environment. Through
our past affiliations, we are convinced that Medical Care America is a
logical partner for Columbia/HCA."
"The proposed merger follows a successful period of working together
in certain local markets to improve healthcare delivery," said Donald E.
Steen, President and Chief Executive Officer of Medical Care America. "We
believe that merging with Columbia/HCA will accelerate our joint
accomplishments in our networks. Almost 60% of our surgery centers are in
complementary markets with Columbia/HCA facilities. Each company has
certain strengths it brings to the table, and the benefits should continue
to develop as the networks are fully integrated."
If the merger is consummated, it is expected that management and the
Board of Directors of Columbia/HCA would remain unchanged, and that
Columbia/HCA would continue its existing dividend policy of $0.03 per
share per quarter.
The transaction is conditioned upon approval by Medical Care America
shareholders, who are expected to vote on the proposed transaction in the
third quarter of 1994, approval under the Hart-Scott-Rodino Act, and other
customary conditions.
Donaldson, Lufkin and Jenrette is serving as financial advisor to
Columbia/HCA. Dillon Read & Co. is serving in the same capacity to MCA
and has rendered a fairness opinion to MCA's board of directors with
respect to the proposed combination.
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