<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1995
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
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)
--------------------
Columbia/HCA Healthcare Corporation
1995 Management Stock Purchase Plan
(Full Title of the Plan)
STEPHEN T. BRAUN
Senior Vice President and General Counsel
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
(615) 320-2000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate
to be Registered be Registered(1) Per Share(2) Offering Price Amount of
Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value........ 2,000,000 shares $46.75 $93,500,000 $32,242
===================================================================================================
</TABLE>
(1) The shares represent the number of shares of the Registrant's Common Stock
(including associated Preferred Stock Purchase Rights) which may be issued
under the Plan, plus such additional shares as may become issuable by
reason of anti-dilution and other provisions in the Plan.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average
of the high and low prices of the Registrant's Common Stock on the NYSE
on August 29, 1995, as reported by The Wall Street Journal. On August 29,
1995, the average of the high and low prices was $46.75.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has been or will
be sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
2
<PAGE>
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, as amended
(the "Exchange Act") for the year ended December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995, and Current Reports on Form 8-K dated
February 21, 1995 and April 24, 1995.
(c) The description of the Common Stock, $.01 par value, (including
associated Preferred Stock Purchase Rights) contained in the Registrant's
registration statement filed on Form 8-A dated August 31, 1993 pursuant to
the Exchange Act ("Common Stock").
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
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(c), 14 and 15(d) 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. Interests 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 June
30, 1995, Mr. Braun owned approximately 1,886 shares and had stock options to
purchase 134,500 shares of Common Stock of the Registrant.
3
<PAGE>
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 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
4
<PAGE>
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).*
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).*
5
<PAGE>
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.9 to the Registrant'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 Amendment
No. 1 to the Registrant's Registration Statement on Form S-4 (File
No. 33-56803) on January 11, 1995).*
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.10 to the Registrant'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 Amendment
No. 1 to the Registrant's Registration Statement on Form S-4 (File
No. 33-56803) on January 11, 1995).*
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 Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase
Plan.
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 auditors.
24 Power of Attorney (included on the signature page of this Registration
Statement).
- -------------------------------
*Incorporated by reference.
6
<PAGE>
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.
(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) 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) That, 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.
7
<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-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 Nashville, State of Tennessee, on
August 31, 1995.
COLUMBIA/HCA HEALTHCARE CORPORATION
/s/ Stephen T. Braun
---------------------------------------------
By: 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ R. Clayton McWhorter Chairman of the Board August 23, 1995
- --------------------------
R. Clayton McWhorter
/s/ Thomas F. Frist, Jr.,M.D. Vice-Chairman of the Board August 23, 1995
- --------------------------
Thomas F. Frist, Jr.,M.D.
/s/ Richard L. Scott President, Chief Executive August 23, 1995
- -------------------------- Officer (Principal Executive
Richard L. Scott Officer and Director
/s/ David C. Colby Senior Vice President August 23, 1995
- -------------------------- and Treasurer (Principal
David C. Colby Financial Officer)
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Kenneth C. Donahey
- -------------------------- Senior Vice President August 23, 1995
Kenneth C. Donahey and Controller (Principal
Accounting Officer)
/s/ Magdalena Averhoff, M.D.
- -------------------------- Director August 23, 1995
Magdalena Averhoff, M.D.
/s/ J. David Grissom
- -------------------------- Director August 23, 1995
J. David Grissom
/s/ Richard W. Hanselman
- -------------------------- Director August 23, 1995
Richard W. Hanselman
/s/ Charles J. Kane
- -------------------------- Director August 23, 1995
Charles J. Kane
/s/ John W. Landrum
- -------------------------- Director August 23, 1995
John W. Landrum
/s/ T. Michael Long
- -------------------------- Director August 23, 1995
T. Michael Long
/s/ Donald S. MacNaughton
- -------------------------- Director August 23, 1995
Donald S. MacNaughton
/s/ Darla D. Moore
- -------------------------- Director August 23, 1995
Darla D. Moore
/s/ Rodman W. Moorhead III
- -------------------------- Director August 23, 1995
Rodman W. Moorhead III
/s/ Carl F. Pollard
- -------------------------- Director August 23, 1995
Carl F. Pollard
/s/ Carl E. Reichardt
- -------------------------- Director August 23, 1995
Carl E. Reichardt
/s/ Frank S. Royal, M.D.
- -------------------------- Director August 23, 1995
Frank S. Royal, M.D.
/s/ Robert D. Walter
- -------------------------- Director August 23, 1995
Robert D. Walter
/s/ William T. Young
- -------------------------- Director August 23, 1995
William T. Young
</TABLE>
9
<PAGE>
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).*
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).*
10
<PAGE>
4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.9 to the Registrant'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 Amendment No. 1
to the Registrant's Registration Statement on Form S-4 (File No.
33-56803) on January 11, 1995).*
4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among
Columbia/HCA Healthcare Corporation, the Several Banks and Other
Financial Institutions, and Chemical Bank as Agent and as CAF Loan
Agent (previously filed as Exhibit 4.10 to the Registrant'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 Amendment
No. 1 to the Registrant's Registration Statement on Form S-4 (File No.
33-56803) on January 11, 1995).*
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 Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase
Plan.
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 auditors.
24 Power of Attorney (included on the signature page of this Registration
Statement).
- -----------------------------------
*Incorporated by reference.
11
<PAGE>
Exhibit 4.14
Columbia/HCA Healthcare Corporation
1995 Management Stock Purchase Plan
1. Purposes; Construction.
----------------------
This Plan shall be known as the "Columbia/HCA Healthcare Corporation 1995
Management Stock Purchase Plan" and is hereinafter referred to as the
"Plan". The purposes of the Plan are to attract and retain highly-qualified
executives, to align executive and stockholder long-term interests by
creating a direct link between executive compensation and stockholder
return, to enable executives to develop and maintain a substantial share
ownership position in Columbia/HCA Healthcare Corporation (the "Company"),
and to provide incentives to such executives to contribute to the success of
the Company's business. The provisions of the Plan are intended to satisfy
the requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act") , and shall be interpreted in
a manner consistent with the requirements thereof, as now or hereafter
construed, interpreted and applied by regulation, rulings and cases.
2. Administration of the Plan.
--------------------------
(a) The Plan shall be administered by the Compensation Committee ("the
Committee") which consists of two or more directors of the Company,
none of whom shall be officers or employees of the Company and all of
whom shall be "disinterested persons" with respect to the Plan within
the meaning of Rule 16(b) under the Exchange Act. The members of the
Committee shall be appointed by and serve at the pleasure of the Board
of Directors.
(b) The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, (i) to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, to interpret
the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the
Agreements (which need not be identical), and (ii) to make all other
determinations deemed necessary or advisable for the administration of
the Plan. The Committee's determinations on the foregoing matters shall
be final and conclusive.
(c) No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or
any grant hereunder.
3. Definitions.
-----------
As used in this Plan, the following words and phrases shall have the
meanings indicated:
<PAGE>
(a) "Agreement" shall mean an agreement entered into between the Company
and a Participant in connection with a grant under the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Annual Bonus" shall mean the bonus earned by a Participant under the
Annual Bonus Plan.
(d) "Annual Bonus Plan" shall mean the Columbia/HCA Healthcare Corporation
Annual Incentive Plan, as amended from time to time.
(e) "Cause" shall mean the Participant's fraud, embezzlement, defalcation,
gross negligence in the performance or nonperformance of the
Participant's duties or failure or refusal to perform the Participant's
duties (other than as a result of Disability) at any time while in the
employ of the Company or a Subsidiary.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(g) "Committee" shall mean the Compensation Committee of the Board.
(h) "Company" shall mean Columbia/HCA Healthcare Corporation, a Delaware
corporation, or any successor corporation.
(i) "Disability" shall mean a Participant's total and permanent inability
to perform his or her duties with the Company or any or its
subsidiaries or affiliates by reason of any medically determinable
physical or mental impairment, within the meaning of Code Section
22(e)(3).
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(k) "Fair Market Value" per Share or Restricted Share shall mean the
average of the closing prices on the New York Stock Exchange Composite
Transactions Tape (or its equivalent if the Shares are not traded on
the New York Stock Exchange) of a Share for the five trading days prior
to the relevant valuation date.
(l) "Participant" shall mean a person who receives a grant of Restricted
Shares under the Plan.
(m) "Plan" shall mean the Columbia/HCA Healthcare Corporation 1995
Management Stock Purchase Plan.
(n) "Restricted Period" shall have the meaning given in Section 6(d)
hereof.
2
<PAGE>
(o) "Restricted Share" or "Restricted Shares" shall mean the common stock
purchased hereunder subject to restrictions.
(p) "Restricted Share Unit" or "Restricted Share Units" shall have the
meaning given in Section 6(j) hereof.
(q) "Rule 16(b)-3" shall mean Rule 16(b)-3, as in effect from time to time,
promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act, including any successor to such Rule.
(r) "Section 16 Person" shall mean a Participant who is subject to the
reporting and short swing liability provisions of Section 16 of the
Exchange Act.
(s) "Shares" shall mean the voting shares of common stock of the Company,
with a par value of $.01 per share.
(t) "Subsidiary" shall mean any subsidiary of the Company (whether or not a
subsidiary of the date the Plan is adopted) which is designated by the
Committee or Board to participate in the Plan.
4. Stock Subject to Plan.
---------------------
The maximum number of Shares which shall be reserved for the purchase of
Restricted Shares under the Plan shall be 2,000,000 Shares, which number
shall be subject to adjustment as provided in Article 7 hereof. Such Shares
may be either authorized but unissued Shares or Shares that shall have been
or may be reacquired by the Company.
If any outstanding Restricted Shares under the Plan should be forfeited and
reacquired by the Company, the Shares so forfeited shall (unless the Plan
shall have been terminated) again become available for use under the Plan,
to the extent permitted by Rule 16(b)-3.
5. Eligibility.
-----------
All Company officers shall be eligible to become Participants in this Plan.
Each Participant may elect to apply an amount equal to not less than 20
percent of his or her Annual Bonus (less applicable payroll deductions) to
the receipt of Restricted Shares granted pursuant to, and subject to the
terms and conditions of this Plan. At the election of any Participant, he or
she may elect to apply an amount equal to up to 100 percent of the Annual
Bonus (less applicable payroll deductions) to the receipt of Restricted
Shares granted pursuant to, and subject to the terms and conditions of, this
Plan. The amount of the Annual Bonus used to purchase such Restricted Shares
shall be calculated in accordance with the Company's Annual Bonus Plan.
Since the Restricted Shares are "purchased" with part or all of the Annual
Bonus, all Restricted Share grants under this Plan are sometimes referred to
herein
3
<PAGE>
as "purchases". Any such election shall be made in accordance with rules
established by the Committee; provided, however, that any such election by a
Section 16 Person must be made at least six months prior to the day the
amount of the Section 16 Person's Annual Bonus is finally determined under
the Annual Bonus Plan. Elections must be irrevocable and made not later than
90 days after the commencement of the fiscal year to which the Annual Bonus
relates (except, in the Committee's discretion, an election as to the first
Annual Bonus under the Annual Bonus Plan).
6. Restricted Shares.
-----------------
Each grant of Restricted Shares under the Plan shall be evidenced by a
written Agreement between the Company and Participant, in such form as the
Committee may from time to time approve, and shall comply with the following
terms and conditions (and with such other terms and conditions not
inconsistent with the terms of this Plan as the Committee, in its
discretion, shall establish):
(a) Number of Shares. Each Agreement shall state the number of
Restricted Shares to be granted.
(b) Price. The price of each Restricted Share granted under the Plan shall
be discounted 25 percent from its Fair Market Value or the relevant
valuation date. The relevant valuation date shall be the date the
Committee designates as the payment date for the Annual Bonus.
(c) Restrictions. Restricted Shares may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of (except by
will or the applicable laws of descent and distribution) during the
Restricted Period. The Committee may also impose such other
restrictions and conditions on the Restricted Shares as it deems
appropriate.
(d) Restricted Period. Subject to such exceptions as may be determined by
the Committee in its discretion, the Restricted Period for Restricted
Shares granted under the Plan shall be three years from the date of
grant.
(e) Termination of Employment During Restricted Period. Except as provided
in this Section 6(e) or in Section 6(g) hereof, if during the
Restricted Period a Participant's employment is terminated either (i)
for Cause by the Company or a subsidiary or (ii) for any reason by the
Participant, the Participant shall receive a cash payment equal to the
lesser of (i) the Fair Market Value on the last day of employment or
(ii) the aggregate amount of the Annual Bonus applied to the receipt,
in either case, of all Restricted Shares held by the Participant. Any
additional value shall be forfeited.
Except as otherwise provided in Section 6(e) or Section 6(g) hereof, if
during a Restricted Period a Participant's employment is terminated by
the Company or a subsidiary without Cause, the Participant shall
receive a cash payment equal to either
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<PAGE>
(i) the Fair Market Value on the last day of employment or (ii) the
aggregate amount of the Annual Bonus applied to the receipt, in either
case, of all Restricted Shares held by the Participant. The Committee
shall have the sole discretion as to the amount of the payment. Any
additional value shall be forfeited.
If the employment of a Participant holding Restricted Share Units
terminates during the Restricted Period relating to such Restricted
Share Units, they shall be treated in a manner substantially equivalent
to the treatment of Restricted Shares set forth above.
(f) Ownership. At the time of grant of Restricted Shares, a certificate
representing the number of Shares thereunder shall be registered in the
name of the Participant. Such certificate shall be held by the Company
or any custodian appointed by the Company for the account of the
Participant subject to the terms and conditions of the Plan, and shall
bear such a legend setting forth the restrictions imposed thereon as
the Committee, in its discretion, may determine. The Participant shall
have all rights of a stockholder with respect to the Shares, including
the right to receive dividends and the right to vote such Shares,
subject to the following restrictions: (i) the Participant shall not be
entitled to delivery of the stock certificate until the expiration of
the Restricted Period and the fulfillment of any other restrictive
conditions set forth in this Plan or the Agreement with respect to such
Restricted Shares; (ii) none of the Restricted Shares may be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered or
disposed of during such Restricted Period or until after the
fulfillment of any such other restrictive conditions; and (iii) except
as otherwise determined by the Committee, all of the Restricted Shares
shall be forfeited and all rights of the Participant to such Shares
shall terminate, without further obligation on the part of the Company,
unless the Participant remains in the continuous employment of the
Company for the entire Restricted Period and unless any other
restrictive conditions relating to the Restricted Shares are met. Any
common stock, any other securities of the Company and any other
property (except cash dividends) distributed with respect to the
Restricted Shares shall be subject to the same restrictions, terms and
conditions as such Restricted Shares.
(g) Accelerated Lapse of Restrictions. Upon the termination of
Participant's employment which results from the Participant's death or
Disability, all restrictions then outstanding with respect to
Restricted Shares held by such Participant shall automatically expire
and be of no further force and effect.
(h) Termination of Restrictions. At the end of the Restricted Period and
provided that any other restrictive conditions of the Restricted Shares
are met, or at such earlier time as otherwise determined by the
Committee, all restrictions set forth in the Agreement relating to the
Restricted Shares or in the Plan shall lapse as to the Restricted
Shares subject thereto, and a stock certificate for the appropriate
number of Shares, free of the restrictions and restrictive stock legend
(other than required under the Securities Act of 1933 or otherwise),
shall be delivered to the Participant or his or her beneficiary or
estate, as the case may be.
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<PAGE>
(i) Retirement of Participant. Upon retirement of Participant from the
Company, the Committee shall have the sole discretion as to the status
of the Restricted Shares.
(j) Restricted Share Units. If, during the Restricted Period relating to a
Participant's Restricted Shares, the Committee determines that the
Company may lose its federal income tax deduction in connection with
the future lapsing of the restrictions on such Restricted Shares
because of the deductibility cap of Section 162(m) of the Code, the
Committee, in its discretion, may convert some or all of such
Restricted Shares into an equal number of Restricted Share Units, as to
which payment will be postponed until such time as the payment will not
cause the Company to lose its federal income tax deduction for such
payment under Section 162(m). Until payment of the Restricted Share
Units is made, the Participant will be credited with dividend
equivalents on the Restricted Share Units, which dividend equivalents
will be converted into additional Restricted Share Units. When payment
of any Restricted Share Units is made, it will be made in unrestricted
Shares, except as provided in Section 6(e) or Section 6(h) hereof.
7. Dilution and Other Adjustments.
------------------------------
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, or other change in corporate structure
affecting the Shares, such substitution or adjustment shall be made in the
aggregate number of Shares reserved for issuance under the Plan and in the
number of Restricted Shares outstanding under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion, provided that
the number of Shares subject to the Plan shall always be a whole number.
8. Payment of Withholding Taxes.
----------------------------
Subject to the requirements of Section 16(b) of the Exchange Act, the
Committee shall have discretion to permit or require a Participant, on such
terms and conditions as it determines, to pay all or a portion of any taxes
arising in connection with a grant of Restricted Shares hereunder or the
lapse of restrictions with respect thereto by having the applicable employer
withhold Shares or by the Participant's delivering other Shares having a
then-current Fair Market Value equal to the amount of taxes to be withheld.
9. No Rights to Employment.
-----------------------
Nothing in the Plan or in any grant made or Agreement entered into pursuant
hereto shall confer upon any Participant the right to continue in the employ
of the Company or any subsidiary or to be entitled to any remuneration or
benefits not set forth in the Plan or such Agreement or to interfere with,
or limit in any way, the right of the Company or any subsidiary to terminate
such Participant's employment. Grants made under the Plan shall not be
affected by any change in duties or position of a Participant as long as
such Participant continues to be employed by the Company or any subsidiary.
6
<PAGE>
10. Amendment and Termination of the Plan.
-------------------------------------
The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided, however, that an amendment which requires
stockholder approval in order for the Plan to continue to comply with Rule
16(b)-3 or any other law, regulation or stock exchange requirement shall not
be effective unless approved by the requisite vote of stockholders. No
suspension, termination, modification or amendment of the Plan may adversely
affect any grants previously made, unless the written consent of the
Participant is obtained.
11. Approval of Stockholders.
------------------------
The Plan shall take effect upon its adoption by the Board but the Plan (and
any purchases made prior to the stockholder approval described in this
Article) shall be subject to the approval of the holders of a majority of
the securities of the Company present, or represented, and entitled to vote
at a meeting of stockholders held in accordance with applicable law, which
approval must occur within twelve months of the date the Plan is adopted by
the Board.
12. Term of the Plan.
----------------
The Plan shall terminate ten years from the date that the Plan was approved
by the Board. No other grants may be made after such termination, but
termination of the Plan shall not, without the consent of the holder of the
Restricted Shares, alter or impair any rights or obligations under any
option or other award theretofore granted.
13. Governing Law.
-------------
The Plan and the rights of all persons claiming hereunder shall be construed
and determined in accordance with the laws of the State of Delaware without
giving effect to the choice of law principles thereof, except to the extent
that such law is preempted by federal law.
7
<PAGE>
COLUMBIA/HCA HEALTHCARE CORPORATION
1995 MANAGEMENT STOCK PURCHASE PLAN
ELECTION FORM
PARTICIPANT NAME:______________________________________________________________
(PLEASE PRINT)
SOCIAL SECURITY NUMBER:______________________________________________
Subject to the provisions of the Columbia/HCA Healthcare Corporation 1995
Management Stock Purchase Plan (the "Plan"), I hereby elect to receive a portion
or all of my Annual Bonus, if any, as follows:
Restricted Shares Cash
____________________________ ____________________________
(Percentage of Annual Bonus) (Percentage of Annual Bonus)
Note: If you elect to receive Restricted Shares it must be a minimum of 20
percent of the Annual Bonus. If you elect not to purchase Restricted
Shares, you will need to put "0" in Restricted Shares and 100% in Cash.
______ I hereby elect to have my withholding taxes taken at the time of
purchase.
______ I hereby elect to have my withholding taxes taken at the end of the
restricted period.
I have read the Columbia/HCA Healthcare Corporation 1995 Management Stock
Purchase Plan and understand that the Restricted Shares and this form are
subject to the terms of the Plan. I understand that this form must be returned
to Columbia/HCA Healthcare Corporation, Compensation Committee, c/o Annie
Middlebrook, One Park Plaza, Nashville, TN 37203 no later than _____________.
If this form is not filed timely with the Compensation Committee, I will be
deemed to have elected the option to receive all of my bonus in cash.
Signed:______________________________
Date:________________________
<PAGE>
EXHIBIT 5
August 31, 1995
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
RE: Registration Statement on Form S-8
Columbia/HCA Healthcare Corporation
2,000,000 Shares of Common Stock
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of 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 2,000,000 shares of Common Stock, $.01 par value of the Company
(the "Common Stock") being offered to certain officers and executives of the
Company and it's subsidiaries, pursuant to the Columbia/HCA Healthcare
Corporation 1995 Management Stock Purchase Plan 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 and relying solely upon the foregoing, it is my opinion that when the
2,000,000 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,
Stephen T. Braun
Senior Vice President and
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Columbia/HCA Healthcare Corporation 1995 Management
Stock Purchase Plan of our report dated April 24, 1995 with respect to the
consolidated financial statements of Columbia/HCA Healthcare Corporation
included in its Current Report on Form 8-K dated April 24, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Nashville, Tennessee
August 25, 1995
