<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
8062 75-2497104
DELAWARE (Primary Standard (I.R.S Employer
Industrial Classification Identification No.)
Code Number)
(State or other
jurisdiction of
incorporation or
organization)
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203 (615) 327-9551
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEPHEN T. BRAUN, SENIOR VICE PRESIDENT AND GENERAL COUNSEL COLUMBIA/HCA
HEALTHCARE CORPORATION ONE PARK PLAZA NASHVILLE, TENNESSEE 37203 (615) 327-
9551
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
RONALD J. FRAPPIER
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202
(214) 855-4500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _____________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ____________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH PROPOSED MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities... $1,500,000,000 100% $1,500,000,000 $517,242
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Pursuant to Rule 429, the Prospectus included as a part of this Registration
Statement relates to the securities registered hereby and the remaining unsold
Debt Securities having a proposed maximum offering price of $49,500,000, which
were previously registered under Registration Statement No. 33-53409 on Form
S-3.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH IN SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 9, 1995
PROSPECTUS
COLUMBIA/HCA HEALTHCARE CORPORATION
DEBT SECURITIES
-----------
Columbia/HCA Healthcare Corporation (the "Company") may offer at any time, or
from time to time, its debt securities consisting of debentures, notes and/or
other unsecured evidences of indebtedness (the "Debt Securities") with an
aggregate initial offering price not to exceed $1,549,500,000. The Company will
offer the Debt Securities to the public on terms determined by market
conditions. The Debt Securities may be offered separately or together, in
separate series, in amounts, at prices and on terms to be determined at the
time of sale and to be set forth in supplements to this Prospectus. The Debt
Securities may be sold for U.S. dollars or one or more foreign or composite
currencies and the principal of, premium, if any, and interest, if any, on the
Debt Securities may likewise be payable in U.S. dollars or one or more foreign
or composite currencies.
The Debt Securities will be senior obligations of the Company, unsecured and
unsubordinated to any other existing indebtedness of the Company.
The terms of the Debt Securities, including where applicable the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, purchase
price, any terms for mandatory redemption or redemption at the option of the
Company or the holder and any terms for sinking fund payments, the initial
public offering price, and the names of any underwriters or agents, the
principal amounts, if any, to be purchased by underwriters, the compensation,
if any, of such underwriters or agents and any other terms in connection with
the offering and sale of the Debt Securities in respect of which this
Prospectus is being delivered, will be set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement").
The Debt Securities may be issuable in registered definitive form
("Certificated Notes") or may be represented by one or more permanent global
securities ("Global Notes"), as specified in the applicable Prospectus
Supplement. Except in limited circumstances, owners of beneficial interests in
a Global Note will not be entitled to receive physical delivery of Certificated
Notes and will not be considered the holders thereof. See "Description of the
Debt Securities--Book-Entry System."
The Debt Securities may be sold to underwriters, to or through dealers,
acting as principals for their own account or acting as agents, or directly to
other purchasers. The Company may indemnify such underwriters, dealers and
agents against certain liabilities, including liabilities under the Securities
Act of 1933. See "Plan of Distribution."
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
This Prospectus may not be used to consummate sales of the Debt Securities
unless accompanied by a Prospectus Supplement.
November , 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; at its New York Regional Office, Seven World Trade Center, New
York, New York 10048; and at its Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates, by writing to the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
can also be inspected at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which the Company's Common Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments, supplements and exhibits thereto, the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information set forth in the Registration Statement (in
accordance with the rules and regulations of the Commission), and reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Debt Securities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994 (the
"Form 10-K").
2. The portions of the Proxy Statement for the Annual Meeting of
Stockholders held June 8, 1995 that have been incorporated by
reference in the Form 10-K.
3. Quarterly Reports on Form 10-Q for the interim periods ended March
31, 1995 and June 30, 1995.
4. Current Reports on Form 8-K dated February 21, 1995 and April 24,
1995.
5. Registration Statement on Form 8-A dated August 31, 1993.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of filing of such reports and documents. Any statement set forth herein or in
a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, will be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement set forth
herein or in a subsequently filed document deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH PERSON TO WHOM A
PROSPECTUS AND PROSPECTUS SUPPLEMENT ARE DELIVERED, UPON WRITTEN OR ORAL
REQUEST, A COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN
BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS FOR SUCH DOCUMENTS
SHOULD BE SUBMITTED IN WRITING TO JOHN M. FRANCK II, SECRETARY, COLUMBIA/HCA
HEALTHCARE CORPORATION, ONE PARK PLAZA, NASHVILLE, TENNESSEE 37203 OR BY
TELEPHONE AT (615) 340-5881.
2
<PAGE>
THE COMPANY
The Company is one of the largest health care services companies in the
United States. At June 30, 1995, the Company operated approximately 320
general, acute care and psychiatric hospitals in approximately 36 states and
two foreign countries. In addition, as part of its comprehensive health care
networks, the Company operates facilities that provide a broad range of
outpatient and ancillary services. At June 30, 1995, the Company operated more
than 100 outpatient centers.
The Company's primary objective is to provide to the markets it serves a
comprehensive array of quality health care services in the most cost-effective
manner possible. The Company's general, acute care hospitals typically provide
a full range of services commonly available in hospitals to accommodate such
medical specialties as internal medicine, general surgery, cardiology,
oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and
emergency services. Outpatient and ancillary health care services are provided
by the Company's general, acute care hospitals as well as at freestanding
facilities operated by the Company, including outpatient surgery and
diagnostic centers, rehabilitation facilities, home health care agencies and
other facilities. In addition, the Company operates psychiatric hospitals
which generally provide a full range of mental health care services in
inpatient, partial hospitalization and outpatient settings.
The Company was formed in January 1990 as a Nevada corporation and
reincorporated in Delaware in September 1993. The Company's principal
executive offices are located at One Park Plaza, Nashville, Tennessee 37203,
and its telephone number at such address is (615) 327-9551.
RECENT DEVELOPMENTS
On November 8, 1995, the Company announced operating results for the nine
months ended September 30, 1995. Such operating results are unaudited and are
not necessarily indicative of the results that may be expected for the Company
in the future. Summary operating results for the Company for the nine months
endedSeptember 30, 1995 and 1994 are presented below (dollars in millions
except per share amounts).
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
30, 1995
(UNAUDITED)
-----------------
1995 1994
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<S> <C> <C>
Revenues..................................................... $13,112 $ 10,621
Net income excluding merger and facility consolidation costs
and extraordinary item...................................... 945 745
Merger and facility consolidation costs (net of tax)(a)...... (235) (102)
Loss on extinguishment of debt (net of tax).................. (103) (115)
Net income................................................... 607 528
Earnings per common share:
Net income excluding merger and facility consolidation
costs and extraordinary item.............................. 2.11 1.76
Merger and facility consolidation costs (net of tax)(a)...... (0.53) (0.24)
Loss on extinguishment of debt (net of tax).................. (0.23) (0.27)
Net income................................................... 1.35 1.25
Shares used in computation of earnings per common share
(000)....................................................... 448,185 423,402
</TABLE>
- --------
(a) Merger costs relate to the Healthtrust, Inc.-The Hospital Company and HCA-
Hospital Corporation of America mergers for 1995 and 1994, respectively.
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's consolidated
earnings to fixed charges for the periods presented.
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
JUNE 30, 1995
AND 1994 FOR THE YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
------- ------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
3.27x 4.02x 4.09x 3.33x 2.05x 1.47x 1.65x
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consists of income from continuing operations before minority
interests, income taxes and fixed charges. "Fixed charges" consists of
interest expense, debt amortization costs and one-third of rent expense, which
approximates the interest portion of rent expense.
Statements setting forth the computation of the ratio of earnings to fixed
charges for each of the five years ended December 31 and for the six months
ended June 30, 1995 and 1994 are filed as exhibits to the Registration
Statement of which this Prospectus is a part.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will be
used for general corporate purposes, which may include, without limitation,
repayment of commercial paper and other indebtedness, additional
capitalization of the Company's subsidiaries and affiliates, capital
expenditures and possible acquisitions, unless a specific determination as to
the use of the proceeds is otherwise described in the accompanying Prospectus
Supplement.
DESCRIPTION OF THE DEBT SECURITIES
The following description summarizes certain general terms and provisions of
the Debt Securities. The particular terms of the Debt Securities, including
the nature of any variations from the following general provisions, will be
described in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities, which will represent senior indebtedness of the
Company, may be issued in one or more series under an Indenture between the
Company and The First National Bank of Chicago, as Trustee (the "Trustee"),
dated as of December 15, 1993 (the "Indenture"). The Indenture has been filed
with the Commission as an exhibit to the Registration Statement and is
incorporated by reference herein.
The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all provisions of the Indenture, including the definition
therein of certain terms. All article and section references appearing herein
are to articles and sections of the Indenture. Unless otherwise defined
herein, all capitalized terms shall have the definitions set forth in the
Indenture.
GENERAL
Since the Company is a holding company, the rights of the Company to
participate in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise (and thus the ability of holders of
the Debt Securities to benefit from such distribution) are subject to the
prior claims of creditors of that subsidiary, except to the extent that the
Company may itself be a creditor with recognized claims against that
subsidiary. Claims on the Company's subsidiaries by creditors may include
claims of holders of indebtedness and claims of creditors in the ordinary
course of business. Such claims may increase or decrease, and additional
claims may be incurred in the future.
4
<PAGE>
The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provides that Debt Securities may
be issued from time to time in series. The Debt Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company. The Indenture limits the
ability of the Company and its Subsidiaries under certain circumstances to
secure Debt (as hereinafter defined) by mortgages on its Principal Properties
(as hereinafter defined), entering into Sale and Lease-Back Transactions or
issuing Subsidiary Debt or Preferred Stock as more fully described below.
The Prospectus Supplement will describe the following terms of the Debt
Securities being offered: (1) the title of the Debt Securities; (2) any limit
on the aggregate principal amount of the Debt Securities; (3) the date or
dates on which the Debt Securities may be issued and are or will be payable;
(4) the rate or rates per annum (which may be fixed or variable) at which the
Debt Securities will bear interest, if any, or the method by which such rate
or rates shall be determined, and the date or dates from which such interest,
if any, will accrue; (5) the date or dates on which such interest, if any, on
the Debt Securities will be payable and the Regular Record Dates for any such
Interest Payment Dates; and the extent to which, or the manner in which, any
interest payable on a global Debt Security ("Global Notes") on an Interest
Payment Date will be paid if other than in the manner described under "Book-
Entry System" below; (6) each office or agency where, subject to the terms of
the Indenture as described below under "Payment and Paying Agents," the
principal of, and premium, if any, and any interest on the Debt Securities
will be payable and each office or agency where, subject to the terms of the
Indenture as described below under "Denominations, Registration and Transfer,"
the Debt Securities may be presented for registration of transfer or exchange;
(7) the period or periods within which, the price or prices at which, and the
terms and conditions upon which the Debt Securities may be redeemed at the
option of the Company; (8) the obligation, if any, of the Company to redeem,
to repay or purchase the Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and
conditions upon which the Debt Securities will be redeemed, repaid or
purchased pursuant to any such obligation; (9) whether the Debt Securities are
to be issued with original issue discount within the meaning of Section
1273(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder; (10) whether the Debt Securities are to be issued in
whole or in part in the form of one or more Global Notes and, if so, the
identity of the depositary, if any, for such Global Note or Notes; (11) if
other than Dollars, the Foreign Currency or Currencies or Foreign Currency
Units in which the principal of, and premium, if any, and any interest on the
Debt Securities shall or may be paid and, if applicable, whether at the
election of the Company and/or the Holder, and the conditions and manner of
determining the exchange rate or rates; (12) any index used to determine the
amount of payment of principal of and premium, if any, and any interest on the
Debt Securities; (13) any addition to, or modification or deletion of, any
Events of Default or covenants provided for with respect to the Debt
Securities; (14) any other detailed terms and provisions of the Debt
Securities which are not inconsistent with the Indenture (Section 301). Any
such Prospectus Supplement will also describe any special provisions for the
payment of additional amounts with respect to the Debt Securities.
The Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. "Discount Securities" means
any Debt Securities issued with original issue discount for purposes of the
Code. Special United States income tax and other considerations applicable to
Discount Securities will be described in the Prospectus Supplement relating
thereto. Discount Securities may provide for the declaration or acceleration
of the Maturity of an amount less than the principal amount thereof upon the
occurrence of an Event of Default and the continuation thereof (Sections 101,
502).
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities of a series may be issuable in whole or in part in the
form of one or more Global Notes, as described below under "Book-Entry
System." Unless otherwise provided in an applicable Prospectus Supplement with
respect to a series of Debt Securities, the Debt Securities will be issuable
in fully registered form and in denominations of $1,000 or any multiple
thereof. One or more Global Notes will be issued in a
5
<PAGE>
denomination or aggregate denominations equal to the aggregate principal
amount of Outstanding Debt Securities of the series to be represented by such
Global Note or Notes (Sections 201, 301, 302, 304).
The Debt Securities of any series (other than a Global Note) will be
exchangeable for other Debt Securities of the same series and of a like
aggregate principal amount and tenor of different authorized denominations.
The Debt Securities may be presented for exchange as provided above, and Debt
Securities (other than a Global Note) may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of the Security Registrar or co-Security Registrar designated by the
Company for such purpose with respect to any series of Debt Securities and
referred to in an applicable Prospectus Supplement, without service charge and
upon payment of any taxes and other governmental charges as described in the
Indenture. Such transfer or exchange will be effected upon the Security
Registrar or co-Security Registrar being satisfied with the documents of title
and identity of the person making the request. The Company has appointed the
Trustee as Security Registrar (Section 305).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of, and premium, if any, and any interest on the Debt Securities
will be made at the office of such Paying Agent or Paying Agents as the
Company may designate from time to time, except that at the option of the
Company payment of any interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer to an account maintained by the person
entitled thereto (Section 307). Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on the Debt
Securities will be made to the Person in whose name such Debt Security is
registered at the close of business on the Regular Record Date for such
interest (Section 307).
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee will act as the Company's sole Paying Agent through its principal
office in the Borough of Manhattan, The City of New York, with respect to the
Debt Securities. Any Paying Agents outside the United States and other Paying
Agents in the United States initially designated by the Company for the Debt
Securities being offered will be named in an applicable Prospectus Supplement.
The Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through
which any Paying Agent acts; provided, however, the Company will be required
to maintain a Paying Agent in each Place of Payment for such series.
All moneys paid by the Company to the Trustee or a Paying Agent for the
payment of principal of, and premium, if any, and any interest on any Debt
Security which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to the
Company, and the Holder of such Debt Security may thereafter look only to the
Company for payment thereof (Section 1103).
BOOK-ENTRY SYSTEM
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "Depositary") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities that are to be represented by a Global Note to be deposited with or
on behalf of a Depositary will be represented by a Global Note registered in
the name of such Depositary or its nominee. Upon the issuance of a Global Note
in registered form, the Depositary for such Global Note will credit, on its
book-entry registration and transfer system, the
6
<PAGE>
respective principal amounts of the Debt Securities represented by such Global
Note to the accounts of institutions that have accounts with such Depositary
or its nominee ("participants"). The accounts to be credited shall be
designated by the underwriters or agents of such Debt Securities or by the
Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in such Global Notes will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such Global Notes will be
shown on, and the transfer of that ownership interest will be effected only
through, records maintained by the Depositary or its nominee for such Global
Note. Ownership of beneficial interests in Global Notes by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of such Global Note, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Note for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners of
beneficial interests in such Global Notes will not be entitled to have Debt
Securities of the series represented by such Global Note registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Note representing such Debt
Securities. None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a Global Note for such Debt Securities or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
Depositary. The Company also expects that payments by participants to owners
of beneficial interests in such Global Note held through such participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers registered in
"street name," and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the Depositary for
such Global Note to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee
of such successor (Section 304). If a Depositary for Debt Securities of a
series is at any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90 days, the
Company will issue Debt Securities in definitive registered form in exchange
for the Global Note or Notes representing such Debt Securities. In addition,
the Company may at any time and in its sole discretion determine not to have
any Debt Securities represented by one or more Global Notes and, in such
event, will issue Debt Securities in definitive registered form in exchange
for all the Global Notes representing such Debt Securities. In any such
instance, an owner of a beneficial interest in a Global Note will be entitled
to physical delivery in definitive form of Debt Securities of the series
represented by such Global Note equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name.
7
<PAGE>
LIMITATIONS ON THE COMPANY AND CERTAIN SUBSIDIARIES
Limitations on Mortgages
The Indenture provides that neither the Company nor any Subsidiary of the
Company will issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed ("Debt") secured by any
mortgages, liens, pledges or other encumbrances ("Mortgages") upon any
Principal Property (as hereinafter defined) without effectively providing that
the Debt Securities (together with, if the Company so determines, any other
indebtedness or obligation then existing or thereafter created ranking equally
with the Debt Securities) shall be secured equally and ratably with (or prior
to) such Debt so long as such Debt shall be so secured, except that this
restriction will not apply to: (1) Mortgages securing the purchase price or
cost of construction of property (or additions, substantial repairs,
alterations or substantial improvements thereto if the amount of such Debt
does not exceed the cost thereof), provided such Debt and the Mortgages are
incurred within 18 months of the acquisition or completion of construction and
full operation (or within 18 months of the completion of such repairs,
alterations or improvements); (2) Mortgages existing on property at the time
of its acquisition by the Company or a Subsidiary or on the property of a
corporation at the time of the acquisition of such corporation by the Company
or a Subsidiary (including acquisitions through merger or consolidation); (3)
Mortgages to secure Debt on which the interest payments are exempt from
federal income tax under Section 103 of the Code; (4) Mortgages in favor of
the Company or a Consolidated Subsidiary; (5) Mortgages existing on the date
of the Indenture; (6) certain Mortgages to governmental entities; (7)
Mortgages incurred in connection with the borrowing of funds if within 120
days such funds are used to repay Debt in the same principal amount secured by
other Mortgages on Principal Property with an independently appraised fair
market value at least equal to the appraised fair market value of the
Principal Property which secures the new Mortgage; (8) Mortgages incurred
within 90 days (or any longer period, not in excess of one year, as permitted
by law) after acquisition of the related Principal Property arising solely in
connection with the transfer of tax benefits in accordance with Section
168(f)(8) of the Code (or any similar provision adopted hereafter); and (9)
any extension, renewal or replacement of any Mortgage referred to in the
foregoing clauses (1) through (8) provided the amount secured is not increased
(Section 1105).
Limitations on Sale and Lease-Back
The Indenture provides that neither the Company nor any Subsidiary will
enter into any Sale and Lease-Back Transaction with respect to any Principal
Property with any person (other than the Company or a Subsidiary) unless
either (i) the Company or such Subsidiary would be entitled, pursuant to the
provisions described in clauses (1) through (9) under "Limitations on
Mortgages" above, to incur Debt secured by a Mortgage on the Principal
Property to be leased without equally and ratably securing the Debt
Securities, or (ii) the Company during or immediately after the expiration of
120 days after the effective date of such transaction applies to the voluntary
retirement of its Funded Debt and/or the acquisition or construction of
Principal Property an amount equal to the greater of the net proceeds of the
sale of the property leased in such transaction or the fair value in the
opinion of the chief financial officer of the Company of the leased property
at the time such transaction was entered into, in each case net of the
principal amount of all debt securities delivered under the Indenture,
including the Debt Securities (Section 1106).
Limitations on Subsidiary Debt and Preferred Stock
The Indenture provides that the Company may not permit any Restricted
Subsidiary (which term includes most of the Company's existing Subsidiaries)
to, directly or indirectly, create, incur, issue, assume or otherwise become
liable with respect to, extend the maturity of or become responsible for the
payment of, as applicable, any Debt or Preferred Stock other than (1) Debt
outstanding on the date of the Indenture; (2) Debt of a Restricted Subsidiary
which represents the assumption by such Restricted Subsidiary of Debt of
another Restricted Subsidiary; (3) Debt or Preferred Stock of any corporation
or partnership existing at the time such corporation or partnership becomes a
Subsidiary; (4) Debt of a Restricted Subsidiary arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations or from guarantees, letters of credit, surety
8
<PAGE>
bonds or performance bonds securing any obligations of the Company or any of
its Subsidiaries incurred or assumed in connection with the disposition of any
business, property or Subsidiary, other than guarantees or similar credit
support by any Restricted Subsidiary of indebtedness incurred by any Person
acquiring all or any portion of such business, property or Subsidiary for the
purpose of financing such acquisition; (5) Debt of a Restricted Subsidiary in
respect of performance, surety and other similar bonds, bankers acceptances
and letters of credit provided by such Restricted Subsidiary in the ordinary
course of business; (6) Debt secured by a Mortgage incurred to finance the
purchase price or cost of construction of property (or additions, substantial
repairs, alterations or substantial improvements thereto), provided that (A)
such Mortgage and the Debt secured thereby are incurred within 18 months of
the later of such acquisition or completion of construction (or such addition,
repair, alteration or improvement) and full operation thereof and (B) such
Mortgage does not relate to any property other than the property so purchased
or constructed (or added, repaired, altered or improved); (7) Permitted
Subsidiary Refinancing Debt (as defined in the Indenture); (8) Debt (including
without limitation, Debt arising from a guarantee) of a Restricted Subsidiary
to the Company or another Subsidiary, but only for so long as held or owned by
the Company or another Subsidiary; or (9) any obligation pursuant to a Sale
and Lease-Back Transaction permitted pursuant to the provisions described
under "Limitations on Sale and Lease-Back" above (Section 1107).
Notwithstanding the foregoing, the Company and any one or more Subsidiaries,
including Restricted Subsidiaries, may, without securing the Debt Securities,
issue, assume or guarantee Debt or Preferred Stock or enter into any Sale and
Lease-Back Transaction that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount which, together with all other
such Debt or Preferred Stock of the Company and its Subsidiaries (not
including Debt or Preferred Stock permitted pursuant to the foregoing
paragraphs) and the aggregate Attributable Debt (as defined below) in respect
of Sale and Lease-Back Transactions does not exceed 15% of Consolidated Net
Tangible Assets (as hereinafter defined) of the Company and its Consolidated
Subsidiaries (Section 1108).
The term Principal Property is defined to mean each acute-care hospital
providing general medical and surgical services (excluding equipment, personal
property and hospitals that primarily provide specialty medical services, such
as psychiatric and obstetrical and gynecological services) owned solely by the
Company and/or one or more of its Subsidiaries and located in the United
States. The term Consolidated Net Tangible Assets is defined to mean the total
amount of assets (less applicable reserves and other properly deductible
items) after deducting therefrom (i) all current liabilities as disclosed on
the consolidated balance sheet of the Company (excluding any thereof that are
by their terms extendible or renewable at the option of the obligor thereon to
a time more than 12 months after the time as of which the amount thereof is
being computed and excluding any deferred income taxes that are included in
current liabilities), and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangible assets, all as
set forth on the most recent consolidated balance sheet of the Company and
computed in accordance with generally accepted accounting principles. The term
Attributable Debt is defined to mean (i) as to any capitalized lease
obligations, the Debt carried on the balance sheet in accordance with
generally accepted accounting principles, and (ii) as to any operating leases,
the total net minimum rent required to be paid under such leases during the
remaining term thereof discounted at the rate of 1% per annum over the
weighted average yield to maturity of all debt securities issued and
outstanding under the Indenture, including any outstanding Debt Securities,
compounded semi-annually (Section 101).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to the
Debt Securities of any series: (a) failure to pay principal of or any premium
on any Debt Security of that series when due; (b) failure to pay any interest
on any Debt Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment in respect of any Debt Security of
that series when due; (d) failure to perform any other covenant of the Company
in the Indenture (other than a covenant included in the Indenture solely for
the benefit of a series of Debt Securities other than the series), continued
for 60 days after written notice as provided in the Indenture;
9
<PAGE>
(e) certain events in bankruptcy, insolvency or reorganization; and (f) any
other Event of Default provided with respect to Debt Securities of that series
(Section 501). If any Event of Default with respect to Debt Securities of any
series at any time Outstanding occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare the principal amount (or, if the
Debt Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series to be due and payable immediately. At any time
after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration (Section 502).
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity (Section 603). Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of that
series (Section 512).
The Company is required to furnish the Trustee annually with a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance (Section 1109).
MODIFICATION AND WAIVER
Modifications of and amendments to the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of interest, if any, on, any Debt
Security, (b) reduce the principal amount of, or any premium or interest on,
any Debt Security, (c) reduce the amount of principal of Discount Securities
payable upon acceleration of the maturity thereof, (d) change the currency of
payment of principal of, or any premium or interest on, any Debt Security, (e)
impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security, or (f) reduce the percentage in principal
amount of Outstanding Debt Securities of any series, the consent of whose
Holders is required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults (Section 1002).
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive any past default under the Indenture with
respect to Debt Securities of that series, except a default in the payment of
principal or any premium or interest or a covenant or provision that cannot be
modified or amended without the consent of the Holders of each Outstanding
Debt Security affected thereby (Section 513).
CONSOLIDATION, MERGER, SALE OR LEASE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate with or merge into, or
transfer or lease its assets substantially as an entirety to any corporation
organized under the laws of any domestic jurisdiction, provided that the
successor corporation assumes the Company's obligations on the Debt Securities
and under the Indenture, that immediately after giving effect to the
transactions no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing, and that certain other conditions are met (Section 901).
10
<PAGE>
DEFEASANCE
If so specified in the Prospectus Supplement with respect to the Debt
Securities of any series, the Company, at its option, (i) will be discharged
from any and all obligations in respect of the Debt Securities of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, replace stolen, lost or mutilated Debt Securities
of such series, maintain paying agencies and hold moneys for payment in trust)
or (ii) will not be subject to provisions of the Indenture concerning
limitations upon Mortgages, Subsidiary Debt and Preferred Stock, Sale and
Leaseback Transactions, and consolidations, mergers and sales of assets, in
each case if the Company deposits with the Trustee, in trust, money or U.S.
Government Obligations (as defined) which through the payment of interest
thereon and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay all the principal, premium, if any, and
interest on the Debt Securities of such series on the dates such payments are
due in accordance with the terms of such Debt Securities. To exercise any such
option, the Company is required, among other things, to deliver to the Trustee
an opinion of counsel to the effect that (1) the deposit and related
defeasance would not cause the Holders of the Debt Securities of such series
to recognize income, gain or loss for United States income tax purposes and
(2) if the Debt Securities of such series are then listed on any national
securities exchange, such Debt Securities would not be delisted from such
exchange as a result of the exercise of such option (Article Fourteen).
NOTICES
Notices to Holders will be given by mail to the addresses of such Holders as
they appear in the Security Register (Sections 101, 105).
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York (Section 111).
CONCERNING THE TRUSTEE
The Trustee has normal banking relationships with the Company.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Debt Securities to or through underwriters or a group
of underwriters, directly to other purchasers, or through dealers or agents.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Each Prospectus Supplement
will describe the method of distribution, and time and place of delivery, of
the offered Debt Securities. The Company also may, from time to time,
authorize dealers, acting as the Company's agents, to solicit offers to
purchase the offered Debt Securities upon the terms and conditions set forth
in any Prospectus Supplement.
In connection with the sale of Debt Securities, underwriters, dealers or
agents may receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be "underwriters," and
any discounts or commissions received by them and any profit on the resale of
Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter, dealer or agent
will be identified, and any such compensation will be described, in the
Prospectus Supplement relating to the offered Debt Securities.
11
<PAGE>
Under agreements that may be entered into by the Company, underwriters,
dealers and agents that participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Each issuance of a series of Debt Securities will constitute a new issue of
securities with no established trading market. In the event that Debt
Securities of a series offered hereunder are not listed on a national
securities exchange, certain broker-dealers may make a market in the Debt
Securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given that any broker-
dealer will make a market in the Debt Securities of any series or as to the
liquidity of the trading market for such Debt Securities.
DELAYED DELIVERY ARRANGEMENT
If so indicated in the Prospectus Supplement relating to offered Debt
Securities, the Company will authorize dealers or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase Debt
Securities from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but
in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of Debt Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The dealers and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
LEGAL OPINIONS
Certain matters with respect to the validity of the Debt Securities offered
hereby will be passed upon for the Company by Stephen T. Braun, Senior Vice
President and General Counsel of the Company, and for any underwriters,
dealers or agents, as the case may be, by Jenkens & Gilchrist, a Professional
Corporation, Dallas, Texas. Jenkens & Gilchrist, a Professional Corporation,
has rendered, and continues to render, certain legal services to the Company.
As of June 30, 1995, Mr. Braun owned approximately 2,329 shares and had
options to purchase 134,500 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company, incorporated herein by reference in this Prospectus, have been
audited by Ernst & Young LLP, independent auditors, to the extent and for the
periods indicated in their reports thereon. Such consolidated financial
statements and financial statement schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC filing fee................................................. $517,242
Accounting fees and expenses................................... 25,000*
Printing and engraving......................................... 25,000*
Blue Sky fees and expenses (including legal fees).............. 10,000*
Trustee's fees and expenses.................................... 15,000*
Rating Agency fees............................................. 135,000*
Miscellaneous.................................................. 22,758*
--------
Total..................................................... $750,000*
========
</TABLE>
- --------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of
the Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation against expenses (including attorneys' fees) actually
and reasonably incurred by him or her if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court finds that, in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or may hereafter be amended, a director of the Registrant shall not be
liable to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Delaware General Corporation Law permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting director liability for monetary damages
arising from breaches of their fiduciary duty. The only limitations imposed
under the statute are that the provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or known violations of law, (iii) for the
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for transactions in which the director received an improper personal
benefit.
II-1
<PAGE>
The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its
Restated Certificate of Incorporation. In addition, directors and officers are
insured, at the Registrant's expense, against certain liabilities that might
arise out of their employment and are not subject to indemnification under the
Restated Certificate of Incorporation.
The foregoing summaries are necessarily subject to the complete text of the
statutes, Restated Certificate of Incorporation and agreements referred to
above and are qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1 -- Form of Underwriting Agreement (filed as Exhibit 1 to the
Registrant's Registration Statement on Form S-3 (File No.
33-50985), and incorporated herein by reference).
4 -- Indenture dated as of December 15, 1993 between the Company
and The First National Bank of Chicago, as Trustee (filed as
Exhibit 4.11 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, and
incorporated herein by reference).
5 -- Opinion of Stephen T. Braun, Esq.
12.1 -- Statement regarding supplemental computation of ratio of
earnings to fixed charges (filed as Exhibit 12 to the
Registrant's Current Report on Form 8-K dated April 24,
1995, and incorporated herein by reference).
12.2 -- Statement regarding computation of ratio of earnings to
fixed charges (filed as Exhibit 12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995, and incorporated herein by reference).
23(a) -- Consent of Ernst & Young LLP, independent auditors.
23(b) -- Consent of Stephen T. Braun, Esq. appears in his opinion
filed as Exhibit 5.
25 -- Power of Attorney of certain signatories appears on page
II-4.
26 -- Statement of Eligibility of Trustee on Form T-1 (filed as
Exhibit 26 to the Registrant's Registration Statement on
Form S-3 (File No. 33-50985), and incorporated herein by
reference).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
November 7, 1995.
Columbia/HCA Healthcare Corporation
By: /s/ Stephen T. Braun
---------------------------------
STEPHEN T. BRAUN
SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen T. Braun, David C. Colby and Kenneth C.
Donahey, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform such and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ R. Clayton McWhorter Chairman of the November 6,
- ------------------------------------- Board 1995
R. CLAYTON MCWHORTER
/s/ Thomas F. Frist, Jr., M.D. Vice-Chairman of the November 6,
- ------------------------------------- Board 1995
THOMAS F. FRIST, JR., M.D.
/s/ Richard L. Scott President, Chief November 6,
- ------------------------------------- Executive Officer 1995
RICHARD L. SCOTT (Principal Executive
Officer and
Director)
/s/ David C. Colby Senior Vice November 6,
- ------------------------------------- President and 1995
DAVID C. COLBY Treasurer (Principal
Financial Officer)
/s/ Kenneth C. Donahey Senior Vice November 6,
- ------------------------------------- President and 1995
KENNETH C. DONAHEY Controller
(Principal
Accounting Officer)
/s/ Magdalena Averhoff, M.D. Director November 6,
- ------------------------------------- 1995
MAGDALENA AVERHOFF, M.D.
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ J. David Grissom Director November 6,
- ------------------------------------- 1995
J. DAVID GRISSOM
/s/ Richard W. Hanselman Director November 6,
- ------------------------------------- 1995
RICHARD W. HANSELMAN
/s/ Charles J. Kane Director November 6,
- ------------------------------------- 1995
CHARLES J. KANE
/s/ John W. Landrum Director November 6,
- ------------------------------------- 1995
JOHN W. LANDRUM
/s/ T. Michael Long Director November 6,
- ------------------------------------- 1995
T. MICHAEL LONG
/s/ Donald S. MacNaughton Director November 6,
- ------------------------------------- 1995
DONALD S. MACNAUGHTON
/s/ Darla D. Moore Director November 1,
- ------------------------------------- 1995
DARLA D. MOORE
/s/ Rodman W. Moorhead III Director November 6,
- ------------------------------------- 1995
RODMAN W. MOORHEAD III
/s/ Carl F. Pollard Director November 6,
- ------------------------------------- 1995
CARL F. POLLARD
/s/ Carl E. Reichardt Director November 6,
- ------------------------------------- 1995
CARL E. REICHHARDT
/s/ Frank S. Royal, M.D. Director November 6,
- ------------------------------------- 1995
FRANK S. ROYAL M.D.
/s/ Robert D. Walter Director November 6,
- ------------------------------------- 1995
ROBERT D. WALTER
/s/ William T. Young Director November 6,
- ------------------------------------- 1995
WILLIAM T. YOUNG
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<C> <C> <S>
1 -- Form of Underwriting Agreement (filed as Exhibit 1 to the
Registrant's Registration Statement on Form S-3 (File No. 33-50985),
and incorporated herein by reference).
4 -- Indenture dated as of December 15, 1993 between the Company and The
First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, and incorporated herein by reference).
5 -- Opinion of Stephen T. Braun, Esq.
12.1 -- Statement regarding supplemental computation of ratio of earnings to
fixed charges (filed as Exhibit 12 to the Registrant's Current
Report on Form 8-K dated April 24, 1995, and incorporated herein by
reference).
12.2 -- Statement regarding computation of ratio of earnings to fixed
charges (filed on Exhibit 12 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, and incorporated
herein by reference).
23(a) -- Consent of Ernst & Young LLP, independent auditors.
23(b) -- Consent of Stephen T. Braun, Esq. appears in his opinion filed as
Exhibit 5.
25 -- Power of Attorney of certain signatories appears on page II-4.
26 -- Statement of Eligibility of Trustee on Form T-1 (filed as Exhibit 26
to the Registrant's Registration Statement on Form S-3 (File No. 33-
50985), and incorporated herein by reference).
</TABLE>
<PAGE>
[Columbia letterhead]
November 9, 1995
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, TN 37203
RE: Registration Statement Covering Up To $1.5 Billion
Columbia/HCA Healthcare Corporation
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Columbia/HCA Healthcare
Corporation, a Delaware corporation (the "Company"), and have acted as such with
respect to the proposed issuance from time to time of up to an aggregate of $1.5
billion principal amount of Debt Securities (the "Debt Securities"). On
November 9, 1995, the Company filed with the Securities and Exchange Commission
a Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") and Rule 415 thereunder. Such
Registration Statement relates to the Debt Securities to be issued from time to
time pursuant to an Indenture (the "Indenture") dated December 15, 1993, between
the Company and The First National Bank of Chicago, as Trustee (the "Trustee"),
in the form contained as an exhibit to the Registration Statement, such Debt
Securities to bear interest at such rates and to be payable at such times, to
have such redemption provisions, to mature at such times and otherwise to have
such terms as may be determined from time to time as contemplated by the
Prospectus, as it may be supplemented, included in such Registration Statement.
I have examined and relied upon the original or copies, certified to my
satisfaction, of (i) the Restated Certificate of Incorporation and Bylaws of the
Company, as amended, (ii) copies of resolutions of the Board of Directors of the
Company authorizing the offering and the issuance of the Debt Securities to be
sold by the Company and related matters, (iii) the Registration Statement, and
all exhibits thereto, (iv) the Indenture and (v) such other documents and
instruments as I have deemed necessary for the expression of the opinions
contained herein. In making the foregoing examinations, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as certified or photostatic copies.
Based on such examination and review, I hereby advise you that, in my opinion,
when the Registration Statement has become effective under the Act, and all
necessary proceedings have been taken by the Board of Directors, the Executive
Committee of such Board of Directors or the appropriate Authorized Officers of
the Company in connection with the authorization, issuance and sale of the Debt
Securities of such series, when duly executed on behalf of the Company
<PAGE>
November 9, 1995
Page -2-
and authenticated by the Trustee and issued and delivered pursuant to the
Indenture against payment to the Company of the authorized consideration
therefor, will be duly authorized and validly issued and will be binding
obligations of the Company in accordance with their terms subject to
(i) applicable liquidation, conservatorship, bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws affecting
creditors' rights or the collection of debtor's obligations generally from time
to time in effect; or (ii) general principles of equity (whether enforceability
is considered in a proceeding in equity or at law), including the qualification
that the availability of the remedies of specific performance or injunctive
relief or other equitable remedies is subject to the discretion of the court
before which any such proceeding therefor may be brought and including
standards of good faith, fair dealing and reasonableness that may be applied by
a court to the exercise of certain rights and remedies.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Opinions" in the
Prospectus forming part of the Registration Statement. In giving such consent,
I do not admit that I come within the category or persons whose consent is
required by Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
Stephen T. Braun
Senior Vice President
and General Counsel
STB/jgw
<PAGE>
Exhibit 23a
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Columbia/HCA
Healthcare Corporation for the registration of up to $1,500,000,000 in Debt
Securities and to the incorporation by reference therein of our report dated
April 24, 1995, with respect to the consolidated financial statements and
schedules of Columbia/HCA Healthcare Corporation included in the Current Report
on Form 8-K dated April 24, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Nashville, Tennessee
November 6, 1995
