As filed with the Securities and Exchange Commission on April 27, 1995
Registration No. 33-56803-01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
------------------------------
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2497104
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Park Plaza
Nashville, Tennessee 37203
(Address of Principal Executive Offices, Zip Code)
--------------------------
Amended and Restated Healthtrust, Inc.-The Hospital Company
1990 Stock Compensation Plan
AND
Amended and Restated Healthtrust, Inc.-The Hospital Company
1990 Directors Stock Compensation Plan
STEPHEN T. BRAUN
Senior Vice President and General Counsel
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
(615) 327-9551
(Name, address and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT
TO THE PLAN(S): Promptly after the filing of this Post-Effective Amendment.
*Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registra-
tion Statement pursuant to the procedure described herein. See "INTRODUCTORY
STATEMENT".
<PAGE>
INTRODUCTORY STATEMENT
Columbia/HCA Healthcare Corporation ("Columbia" or "Registrant") hereby
amends its Registration Statement on Form S-4 (No. 33-56803) (the "Form S-
4"), by filing this Post-Effective Amendment No. 1 on Form S-8 (the "Post-
Effective Amendment") relating to the sale of up to 3,746,500 shares of the
common stock, par value $.01 per share of Columbia ("Columbia Common Stock")
issuable upon the exercise of stock options granted under the Amended and
Restated Healthtrust, Inc.-The Hospital Company 1990 Stock Compensation Plan
and the Amended and Restated Healthtrust, Inc.-The Hospital Company 1990
Directors Stock Plan (collectively, the "Plans").
On April 24, 1995, COL Acquisition Corporation, a Delaware Corporation
and a wholly owned subsidiary of Columbia, was merged with and into
Healthtrust, Inc.-The Hospital Company, a Delaware Corporation
("Healthtrust"). As a result of such merger (the "Merger"), Healthtrust has
become a wholly owned subsidiary of Columbia and each outstanding share of
common stock, par value $.01 per share, of Healthtrust ("Healthtrust Common
Stock"), has been converted into 0.88 of a share of Columbia Common Stock.
Pursuant to the Merger, each outstanding option issued pursuant to the Plans
will no longer be exercisable for shares of Healthtrust Common Stock but,
instead, will constitute an option to acquire, on the same terms and
conditions as were applicable under such option, shares of Columbia Common
Stock in lieu of shares of Healthtrust Common Stock on the basis of 0.88 of
a share of Columbia Common Stock for each share of Healthtrust Common Stock.
The designation of the Post-Effective Amendment as Registration No. 33-
56803-01 denotes that the Post-Effective Amendment relates only to the shares
of Columbia Common Stock issuable upon exercise of stock options under the
Plans and that this is the first Post-Effective Amendment to the Form S-4
filed with respect to such shares.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such document:
(a) The Registrant's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, for
the year ended December 31, 1994.
(b) Registrant's Current Reports on Form 8-K dated February 21, 1995
and April 24, 1995.
(c) The description of the Columbia Common Stock contained in the
Registrant's registration statement filed on Form 8-A dated August 31,
1993 pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of any
post-effective amendment which indicates that all securities offered hereby
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have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing,
provided, however, that the documents enumerated above or subsequently filed
by the Registrant pursuant to Sections 13(a), 13(3), 14 and 15(3) of the
Exchange Act in each year during which the offering made hereby are in effect
prior to the filing with the Commission of the Registrant's Annual Report on
Form 10-K covering such year shall not be incorporated by reference herein or
be a part hereof from and after the filing of such Annual Report on Form 10-
K. Any statement contained in a document incorporated by reference herein or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interest of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock being
offered by the Registration Statement will be passed upon for the Registrant
by Stephen T. Braun, Senior Vice President and General Counsel of the
Registrant. As of March 31, 1995, Mr. Braun owned approximately 1,886 shares
and had stock options to purchase 134,500 shares of Common Stock of the
Registrant.
Item 6. 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
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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 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.
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 7. Exemption From Registration Claimed.
None
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of Registrant (previously
filed as Exhibit 3(a) to the Registrant's Current Report on Form
8-K dated February 11, 1994).*
4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 8-A dated August 31,
1993).*
4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit
3(b).1 to Registrant's Current Report on Form 8-K dated February
11, 1994).*
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<PAGE>
4.3 Specimen Certificate for shares of Common Stock, par value $.01
per share, of the Registrant (previously filed as Exhibit 4.1 to
the Registrant's Form SE to Form 10-K for the fiscal year ended
December 31, 1993).*
4.4 Columbia Hospital Corporation 9% Subordinated Mandatory
Convertible Note Due June 30, 1999 (previously filed as Exhibit
4.4 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990).*
4.5 Registration Rights Agreement between the Registrant and The 1818
Fund, L.P. dated March 18, 1991 (previously filed as Exhibit 4.5
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990).*
4.6 Securities Purchase Agreement by and between the Registrant and
The 1818 Fund, L.P. dated as of March 18, 1991 (previously filed
as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990).*
4.7 Warrant to purchase shares of Common Stock, par value $.01 per
share, of the Registrant (previously filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.8 Registration Rights Agreement dated as of March 16, 1989, by and
among HCA-Hospital Corporation of America and the persons listed
on the signature pages thereto (previously filed as Exhibit
(g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-
Hospital Corporation of America, Hospital Corporation of America
and The HCA Profit Sharing Plan on March 22, 1989).*
4.9 Assignment and Assumption Agreement dated as of February 10,
1994, between HCA-Hospital Corporation of America and the
Registrant relating to the Registration Rights Agreement, as
amended (previously filed as Exhibit 4.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).*
4.10 Amended and Restated Rights Agreement dated February 10, 1994
between the Registrant and Mid-America Bank of Louisville and
Trust Company (previously filed as Exhibit 4.8 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).*
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994,
among Columbia, the Several Banks and Other Financial
Institutions, and Chemical Bank as Agent and as CAF Loan Agent
(previously filed as Exhibit 4.9 to Columbia's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated as
of September 26, 1994 (previously filed as Exhibit 4.9 to the
Columbia's Registration Statement on Form S-4 (File No. 33-
56803)).*
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<PAGE>
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994,
among Columbia, the Several Banks and Other Financial
Institutions, and Chemical Bank as Agent and as CAF Loan Agent
(previously filed as Exhibit 4.10 to Columbia's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated as
of September 26, 1994 (previously filed as Exhibit 4.10 to
Columbia's Registration Statement on Form S-4 (File No. 33-
56803).*
4.13 Indenture dated as of December 15, 1993 between the Registrant
and The First National Bank of Chicago, as Trustee (previously
filed as Exhibit 4.11 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).*
4.14 Amended and Restated 1990 Stock Compensation Plan of Healthtrust,
Inc.-The Hospital Company adopted, October 15, 1991. (previously
filed as Exhibit 28.7 to Healthtrust, Inc.-The Hospital Company's
Current Report on Form 8-K dated February 4, 1992.)*
4.15 Amended and Restated 1990 Directors Stock Compensation Plan of
Healthtrust, Inc.-The Hospital Company, adopted on October 15,
1991. Previously filed as to Exhibit 28.8 to Healthtrust, Inc.-
The Hospital Company's Current Report on Form 8-K dated February
4, 1992.*
5 Opinion of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, as to the legality of the securities
registered herein.
23.1 Consent of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant (included in Exhibit 5 above).
23.2 Consent of Ernst & Young LLP, independent public accountants.
24 Power of Attorney (previously filed with Form S-4 (No. 33-
56803) on December 9, 1994).
______________________________________
*Incorporated by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement.
(b) 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.
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(c) 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.
(d) The undersigned Registrant hereby undertakes 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.
(e) 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.
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-8 and
it has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Louisville,
Commonwealth of Kentucky, on April 24, 1995.
COLUMBIA/HCA HEALTHCARE CORPORATION
_____________________________________
By: Stephen T. Braun
Senior Vice President and
General Counsel
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.
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<PAGE>
Signature Title Date
- --------- ----- ----
Thomas F. Frist Jr.,M.D.* Chairman of the Board April 24, 1995
Richard L. Scott* President, and Chief April 24, 1995
Executive Officer
(Principal Executive
Officer) and Director
David C. Colby* Senior Vice President, April 24, 1995
Chief Financial Officer
and Treasurer(Principal
Financial Officer)
Richard A. Lechleiter* Vice President and April 24, 1995
Controller
(Principal Accounting
Officer)
Magdalena Averhoff, M.D.* Director April 24, 1995
J. David Grissom* Director April 24, 1995
Charles J. Kane* Director April 24, 1995
John W. Landrum* Director April 24, 1995
T. Michael Long* Director April 24, 1995
Darla D. Moore* Director April 24, 1995
Rodman W. Moorhead III* Director April 24, 1995
Carl F. Pollard* Director April 24, 1995
Carl E. Reichardt* Director April 24, 1995
Frank S. Royal, M.D.* Director April 24, 1995
Robert D. Walter* Director April 24, 1995
William T. Young* Director April 24, 1995
*By: Stephen T. Braun
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorporation of Registrant (previously
filed as Exhibit 3(a) to the Registrant's Current Report on Form
8-K dated February 11, 1994).*
4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 8-A dated August 31,
1993).*
4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit
3(b).1 to Registrant's Current Report on Form 8-K dated February
11, 1994).*
4.3 Specimen Certificate for shares of Common Stock, par value $.01
per share, of the Registrant (previously filed as Exhibit 4.1 to
the Registrant's Form SE to Form 10-K for the fiscal year ended
December 31, 1993).*
4.4 Columbia Hospital Corporation 9% Subordinated Mandatory
Convertible Note Due June 30, 1999 (previously filed as Exhibit
4.4 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990).*
4.5 Registration Rights Agreement between the Registrant and The 1818
Fund, L.P. dated March 18, 1991 (previously filed as Exhibit 4.5
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990).*
4.6 Securities Purchase Agreement by and between the Registrant and
The 1818 Fund, L.P. dated as of March 18, 1991 (previously filed
as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990).*
4.7 Warrant to purchase shares of Common Stock, par value $.01 per
share, of the Registrant (previously filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).*
4.8 Registration Rights Agreement dated as of March 16, 1989, by and
among HCA-Hospital Corporation of America and the persons listed
on the signature pages thereto (previously filed as Exhibit
(g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-
Hospital Corporation of America, Hospital Corporation of America
and The HCA Profit Sharing Plan on March 22, 1989).*
4.9 Assignment and Assumption Agreement dated as of February 10,
1994, between HCA-Hospital Corporation of America and the
Registrant relating to the Registration Rights Agreement, as
amended (previously filed as Exhibit 4.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).*
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<PAGE>
4.10 Amended and Restated Rights Agreement dated February 10, 1994
between the Registrant and Mid-America Bank of Louisville and
Trust Company (previously filed as Exhibit 4.8 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).*
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994,
among Columbia, the Several Banks and Other Financial
Institutions, and Chemical Bank as Agent and as CAF Loan Agent
(previously filed as Exhibit 4.9 to Columbia's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated
as of September 26, 1994 (previously filed as Exhibit 4.9 to the
Columbia's Registration Statement on Form S-4 (File No. 33-
56803)).*
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994,
among Columbia, the Several Banks and Other Financial
Institutions, and Chemical Bank as Agent and as CAF Loan Agent
(previously filed as Exhibit 4.10 to Columbia's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).*
4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated
as of September 26, 1994 (previously filed as Exhibit 4.10 to
Columbia's Registration Statement on Form S-4 (File No. 33-
56803).*
4.13 Indenture dated as of December 15, 1993 between the Registrant
and The First National Bank of Chicago, as Trustee (previously
filed as Exhibit 4.11 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).*
4.14 Amended and Restated 1990 Stock Compensation Plan of Healthtrust,
Inc.-The Hospital Company adopted, October 15, 1991. (previously
filed as Exhibit 28.7 to Healthtrust, Inc.-The Hospital Company's
Current Report on Form 8-K dated February 4, 1992.)*
4.15 Amended and Restated 1990 Directors Stock Compensation Plan of
Healthtrust, Inc.-The Hospital Company, adopted on October 15,
1991. Previously filed as to Exhibit 28.8 to Healthtrust, Inc.-
The Hospital Company's Current Report on Form 8-K dated February
4, 1992.*
5 Opinion of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, as to the legality of the securities
registered herein.
23.1 Consent of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant (included in Exhibit 5 above).
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<PAGE>
23.2 Consent of Ernst & Young LLP, independent public accountants.
24 Power of Attorney (previously filed with Form S-4 (No. 33-56803)
on December 9, 1994).
______________________________________
*Incorporated by reference.
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EXHIBIT-5
April 27, 1995
Columbia/HCA Healthcare Corporation
201 W. Main Street
Louisville, KY 40202
RE: Post-Effective Amendment No. 1 on
Form S-8 to Form S-4
Ladies and Gentlemen:
I am Senior Vice President and General Counsel for Columbia/HCA
Healthcare Corporation, a Delaware corporation (the "Company"), and have been
involved with the registration under the Securities Act of 1933, as amended
(the "Act"), of an aggregate of 3,746,500 shares of Common Stock, $.01 par
value of the Company, (the "Common Stock") being offered to certain employees
of the Company and it's subsidiary, Healthtrust, Inc.-The Hospital Company
under various plans described in the Registration Statement.
In connection with the offering of the Common Stock, I have
examined the Restated Certificate of Incorporation, By-laws and other
corporate records of the Company, and such other documents I have deemed
relevant to this opinion.
Based upon and relying solely upon the foregoing, it is my
opinion that when the 3,746,500 shares of Common Stock, or any portion
thereof, are issued as described in the Registration Statement, such shares
will be duly authorized, validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to me under the caption
"Interests of Named Experts and Counsel" in the Registration Statement as
having passed upon the validity of the issuance of the Common Stock. In
giving this consent, I do not hereby admit that I come within the category of
persons whose consent is required under Section 7 of the Act or rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
__________________________________________
BY: Stephen T. Braun
Senior Vice President &
General Counsel
EXHIBIT-23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No-
33-56803) of our reports dated February 28, 1995 with respect to the
consolidated financial statements and schedule of Columbia/HCA Healthcare
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, and April 24, 1995 with respect to the Supplemental
Consolidated Financial Statements and Schedule of Columbia/HCA Healthcare
Corporation included in its Current Report on Form 8-K dated April 24, 1995,
both as filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Louisville, Kentucky
April 24, 1995
