<PAGE>
RULE 424(b)(2)
FILE NO. 33-64105
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 17, 1995)
$200,000,000
COLUMBIA/HCA HEALTHCARE CORPORATION
7.50% DEBENTURES DUE 2095
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Interest payable May 15 and November 15
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THE DEBENTURES MAY NOT BE REDEEMED BY THE COMPANY PRIOR TO MATURITY. THE
DEBENTURES WILL BE REPRESENTED BY A GLOBAL SECURITY REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE (THE "DEPOSITARY").
BENEFICIAL INTERESTS IN THE GLOBAL SECURITY WILL BE SHOWN ON, AND
TRANSFERS THEREOF WILL BE EFFECTED THROUGH, RECORDS MAINTAINED BY THE
DEPOSITARY OR ITS PARTICIPANTS. EXCEPT AS DESCRIBED HEREIN, DEBENTURES
IN DEFINITIVE FORM WILL NOT BE ISSUED. SEE "DESCRIPTION OF THE
DEBENTURES."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OF-
FENSE.
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PRICE 100% AND ACCRUED INTEREST
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNT AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
--------- -------------- -------------
<S> <C> <C> <C>
Per Debenture.................... 100.000% 1.125% 98.875%
Total............................ $200,000,000 $2,250,000 $197,750,000
</TABLE>
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(1) Plus accrued interest from November 15, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $125,000.
----------------
The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriters and subject to approval of certain legal matters by
Jenkens & Gilchrist, a Professional Corporation, counsel for the Underwriters.
It is expected that delivery of the Debentures will be made on or about
November 27, 1995 through the book-entry facilities of the Depositary against
payment therefor in immediately available funds.
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MORGAN STANLEY & CO.
Incorporated
November 20, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON IS AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS OR ANY DEALER
TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN SO AUTHORIZED. NEITHER THIS PROSPECTUS SUPPLEMENT
NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR ANY SALE MADE HEREUNDER
DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE ON WHICH SUCH INFORMATION IS GIVEN.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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PROSPECTUS SUPPLEMENT
<S> <C>
Description of the Debentures.............................................. S-3
Underwriting............................................................... S-5
<CAPTION>
PROSPECTUS
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Use of Proceeds............................................................ 3
Description of the Debt Securities......................................... 4
Plan of Distribution....................................................... 11
Legal Opinions............................................................. 11
Experts.................................................................... 12
</TABLE>
S-2
<PAGE>
DESCRIPTION OF THE DEBENTURES
The 7.50% Debentures Due 2095 (the "Debentures") offered hereby will be
issued under an Indenture, dated as of December 15, 1993, between the Company
and The First National Bank of Chicago, as Trustee, as supplemented from time
to time (the "Indenture"). The form of the Indenture is filed as an exhibit to
the Registration Statement of which the accompanying Prospectus is a part. The
following summary of certain provisions of the Indenture and of the Debentures
(referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the summaries
of certain provisions of the Debt Securities set forth in the accompanying
Prospectus, to which reference is hereby made. Such summary 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 definitions therein of
certain terms.
The Debentures offered hereby will be limited to $200,000,000 aggregate
principal amount and will mature on November 15, 2095. The Debentures will bear
interest at the rate per annum shown on the cover of this Prospectus
Supplement, computed on the basis of a 360-day year of twelve 30-day months,
from November 15, 1995 or from the most recent interest payment date to which
interest has been paid or provided for, payable semiannually on May 15 and
November 15 of each year, beginning on May 15, 1996. Interest payable on any
Debenture which is punctually paid or duly provided for on any interest payment
date shall be paid to the person in whose name such Debenture is registered at
the close of business on May 1 and November 1, as the case may be, preceding
such interest payment date. Payment of interest may be made at the option of
the Company by checks mailed to the registered holders of the Debentures.
The Debentures are not redeemable by the Company prior to maturity. The
Debentures will be subject to defeasance and covenant defeasance as provided in
the accompanying Prospectus.
The Debentures will be issued in book-entry form only.
BOOK-ENTRY SYSTEM
The Depository Trust Company, New York, New York, will act as depositary (the
"Depositary") for the Debentures. The Debentures will be represented by one or
more Global Securities registered in the name of Cede & Co., the nominee of the
Depositary. The provisions described under "Description of the Debt
Securities -- Book-Entry System" in the Prospectus will be applicable to the
Debentures. Accordingly, beneficial interests in the Debentures will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depositary and its participants.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
United States Securities Exchange Act of 1934, as amended. The Depositary holds
securities that its participants ("Direct Participants") deposit with the
Depositary. The Depositary also facilitates the settlement among Direct
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in such
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the Depositary's book-entry system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to the Depositary and its Direct and Indirect Participants are on
file with the United States Securities and Exchange Commission.
S-3
<PAGE>
Principal and interest payments on the Debentures registered in the name of
the Depositary's nominee will be made in immediately available funds to the
Depositary's nominees as the registered owner of the Global Securities. Under
the terms of the Debentures, the Company and the Trustee will treat the persons
in whose names the Debentures are registered as the owners of such Debentures
for the purpose of receiving payment of principal and interest on such
securities and for all other purposes whatsoever. Therefore, neither the
Company, the Trustee nor any paying agent has any direct responsibility or
liability for the payment of principal or interest on the Global Securities to
owners of beneficial interests in the Global Securities. The Depositary has
advised the Company and the Trustee that its current practice is, upon receipt
of any payment of principal or interest, to credit Direct Participants'
accounts on the payment date in accordance with their respective holdings of
beneficial interests in the Global Securities as shown on the Depositary's
records, unless the Depositary has reason to believe that it will not receive
payment on the payment date. Payments by Direct and Indirect Participants to
owners of beneficial interests in the Global Securities will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Direct and Indirect Participants
and not of the Depositary, the Trustee, or the Company, subject to any
statutory requirements that may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company
or the Trustee, disbursement of such payments to the owners of beneficial
interests in the Global Securities shall be the responsibility of the
Depositary and Direct and Indirect Participants.
Debentures represented by a Global Security will be exchangeable for
Debentures in definitive form of like tenor as such Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple
if the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the
Depositary ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by the Company within 90 days or the
Company in its discretion at any time determines not to require all of the
Debentures of such series to be represented by a Global Security and notifies
the Trustee thereof. Any Debentures that are exchangeable pursuant to the
preceding sentence are exchangeable for Debentures issuable in authorized
denominations and registered in such names as the Depositary shall direct.
Subject to the foregoing, a Global Security is not exchangeable, except for a
Global Security or Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in immediately
available funds. So long as the Depositary continues to make its Same-Day Funds
Settlement System available to the Company, all payments of principal and
interest on the Debentures will be made by the Company in immediately available
funds.
Secondary trading in long-term notes and debentures of corporate issues is
generally settled in clearing-house or next-day funds. In contrast, the
Debentures will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debentures will
therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Debentures.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Pricing Agreement (which
incorporates by reference the terms of the Underwriting Agreement), the Company
has agreed to sell to each of the Underwriters named below, severally, and each
of the Underwriters has severally agreed to purchase the principal amount of
the Debentures set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITERS DEBENTURES
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<S> <C>
Morgan Stanley & Co. Incorporated............................... $172,000,000
Goldman, Sachs & Co. ........................................... 7,000,000
Lehman Brothers Inc............................................. 7,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................... 7,000,000
Salomon Brothers Inc............................................ 7,000,000
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Total.......................................................... $200,000,000
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</TABLE>
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Debentures is subject to the approval of
certain legal matters by their counsel and to certain other conditions. Under
the terms and conditions of the Pricing Agreement, the Underwriters are
committed to take and pay for all of the Debentures, if any are taken.
The Underwriters initially propose to offer the Debentures in part directly
to purchasers at the initial public offering price set forth on the cover page
of this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of .625% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed .375% of the principal amount of the Debentures to certain brokers and
dealers. After the initial offering of the Debentures, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Company does not intend to apply for listing of the Debentures on
any securities exchange. The Company has been advised by the Underwriters that
the Underwriters intend to make a market in the Debentures but are not
obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Debentures.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
From time to time the Underwriters have provided, and continue to provide,
investment banking services to the Company.
S-5
