<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1995
REGISTRATION NO. 33-58919
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
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 8062 75-2497104
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
(STATE OR OTHER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
COLUMBIA/HCA HEALTHCARE CORPORATION
201 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(502) 572-2000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
----------------
Copies to:
Allan G. Sperling, Esq. Ronald J. Frappier, Esq.
Cleary, Gottlieb, Steen Jenkens & Gilchrist
& Hamilton A Professional Corporation
One Liberty Plaza 1445 Ross Avenue
New York, New York 10006 Suite 3200
(212) 225-2000 Dallas, Texas 75202
(214) 855-4500
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) FEE(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Notes due June 15,
2005.................. $500,000,000 100% $500,000,000 $172,414
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Notes due June 15,
2000.................. $200,000,000 100% $200,000,000 $ 68,966
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Notes due June 15,
2025.................. $300,000,000 100% $300,000,000 $103,448
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</TABLE>
(1) Pursuant to Rule 457(f)(1) and (3) under the Securities Act of 1933, as
amended, each amount in this column is the market value of the maximum
amount of notes or debentures to be received by the Registrant from
tendering holders in exchange for the specified issue of Notes, less the
estimated amount of cash to be paid by the Registrant to tendering holders,
pursuant to the exchange offers described herein.
(2) The registration fee has been computed pursuant to Rule 457(f) under the
Securities Act of 1933, as amended.
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<PAGE>
PROSPECTUS AND CONSENT SOLICITATION SUPPLEMENT DATED JUNE 15, 1995
(To Prospectus and Consent Solicitation Dated May 25, 1995)
$1,000,000,000
COLUMBIA/HCA HEALTHCARE CORPORATION
OFFER TO EXCHANGE
$500,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2005
FOR ANY AND ALL
10 3/4% SUBORDINATED NOTES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE 2002
AND
$200,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2000
FOR ANY AND ALL
10 1/4% SUBORDINATED NOTES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE 2004
AND
$300,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2025
FOR ANY AND ALL
8 3/4% SUBORDINATED DEBENTURES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE
2005
AND
CONSENT SOLICITATION
Reference is made to the Prospectus and Consent Solicitation dated May 25,
1995 (together, the "Prospectus") of Columbia/HCA Healthcare Corporation (the
"Company"). Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Prospectus.
The Company has amended the terms of its Exchange Offer for any and all 10
3/4% Subordinated Notes of Healthtrust, Inc.--The Hospital Company
("Healthtrust") due 2002 (the "Old 10 3/4% Notes") by increasing the Fixed
Spread (as such term is defined on page 26 of the Prospectus) that will be
used to determine the per annum interest rate on the $500,000,000 of the
Company's Notes due June 15, 2005 (the "New 2005 Notes") that are being
offered in exchange for the Old 10 3/4% Notes. Such Fixed Spread has been
increased from 0.75% to 0.80%. As a result of this increase, the per annum
interest rate on the New 2005 Notes will equal the sum of (i) the yield on the
6 1/2% U.S. Treasury Note due May 15, 2005, as of the Pricing Time, and (ii)
0.80%, and will be 0.05% higher than such rate would have been if the Exchange
Offer for the Old 10 3/4% Notes were not so amended.
In connection with this amendment of its Exchange Offer for the Old 10 3/4%
Notes, the Company also has (i) extended the term of such offer so that it
will expire on Wednesday, June 28, 1995, at 11:59 p.m., New York City time
(unless extended) and (ii) shortened the settlement period with respect to
such offer so that New 2005 Notes will be delivered and cash payments will be
made, in exchange for any Old 10 3/4% Notes accepted by the Company, two
business days following the expiration of such offer. The Company is
shortening the settlement period for its Exchange Offer for the Old 10 3/4%
Notes so that the scheduled Exchange Date will remain June 30, 1995.
The Company's Exchange Offers for any and all 10 1/4% Subordinated Notes of
Healthtrust due 2004 and for any and all 8 3/4% Subordinated Debentures of
Healthtrust due 2005 remain unchanged. As set forth in the Prospectus, such
offers will expire on Friday, June 23, 1995, at 11:59 p.m., New York City time
(unless extended) and the scheduled Exchange Date for such offers is June 30,
1995.
<PAGE>
What follows are a series of tables that illustrate application of the
formulas to be used to determine Reference Total Prices for the Old Securities
and interest rates on the New Securities. The following tables are similar to
the tables on pages 26 and 27 of the Prospectus; however, the tables below (i)
reflect the change made to the Fixed Spread to be used to determine the per
annum interest rate on the New 2005 Notes and (ii) where applicable reflect
Benchmark Treasury Yields as of 4:00 p.m., New York City time, on June 13,
1995. Set forth in Schedule A to the Prospectus is the methodology used to
determine the Reference Total Prices in the following tables. A revised
Schedule B to the Prospectus is included herewith demonstrating application of
the methodology set forth in Schedule A of the Prospectus assuming that
Benchmark Treasury Yields as of the Pricing Time are the same as they were as
of 4:00 p.m., New York City time, on June 13, 1995. The tables set forth below
and the revised Schedule B included herewith supersede the examples provided
on the front cover, pages 26 and 27 and Schedule B of the Prospectus.
THE INFORMATION SET FORTH IN THE FOLLOWING TABLES IS FOR ILLUSTRATIVE
PURPOSES ONLY AND NO REPRESENTATION IS INTENDED WITH RESPECT TO THE ACTUAL
CONSIDERATION THAT MAY BE PAID PURSUANT TO THE EXCHANGE OFFERS. THE AMOUNT OF
CASH PAID AND THE INTEREST RATES ON THE NEW SECURITIES DELIVERED PURSUANT TO
THE EXCHANGE OFFERS MAY BE GREATER OR LESS THAN THAT APPEARING IN THE
FOLLOWING TABLES DEPENDING ON THE ACTUAL BENCHMARK TREASURY YIELDS AS OF THE
PRICING TIME.
For each issue of Old Securities, the following table sets forth the
Benchmark Treasury Yield as of 4:00 p.m., New York City time, on June 13, 1995
and the applicable fixed spread. The table also sets forth for each issue of
Old Securities the Reference Yield, the Reference Total Price and the amount
of cash consideration (in addition to the $1,000 principal amount of the
corresponding issue of New Securities) that would be received in exchange for
each $1,000 principal amount of such Old Securities accepted by the Company,
assuming (i) that the Benchmark Treasury Yields as of the Pricing Time are the
same as they were as of 4:00 p.m., New York City time, on June 13, 1995 and
(ii) an Exchange Date of June 30, 1995.
FOR ILLUSTRATIVE PURPOSES ONLY
<TABLE>
<CAPTION>
BENCHMARK TREASURY
YIELD FIXED REFERENCE CASH
ISSUE AS OF 6/13/95 SPREAD REFERENCE YIELD TOTAL PRICE CONSIDERATION
----- ------------------ ------ --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Old 10 3/4% Notes....... 5.63% 0.15% 5.78% $1,138.89 $138.89
Old 10 1/4% Notes....... 5.80% 0.25% 6.05% $1,192.25 $192.25
Old 8 3/4% Debentures... 5.90% 0.30% 6.20% $1,146.39 $146.39
</TABLE>
For each issue of Old Securities, the following table sets forth the
Reference Yield, the Reference Total Price and the amount of cash
consideration (in addition to $1,000 principal amount of the corresponding
issue of New Securities) that would be received in exchange for each $1,000
principal amount of such Old Securities accepted by the Company, assuming (i)
that the Benchmark Treasury Yields as of the Pricing Time are equal to certain
hypothetical Benchmark Treasury Yields and (ii) an Exchange Date of June 30,
1995.
2
<PAGE>
FOR ILLUSTRATIVE PURPOSES ONLY
<TABLE>
<CAPTION>
HYPOTHETICAL BENCHMARK FIXED REFERENCE CASH
ISSUE TREASURY YIELD SPREAD REFERENCE YIELD TOTAL PRICE CONSIDERATION
----- ---------------------- ------ --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Old 10 3/4% Notes....... 5.13% 0.15% 5.28% $1,148.35 $148.35
5.38 0.15 5.53 1,143.61 143.61
5.63 0.15 5.78 1,138.89 138.89
5.88 0.15 6.03 1,134.20 134.20
6.13 0.15 6.28 1,129.54 129.54
Old 10 1/4% Notes....... 5.30% 0.25% 5.55% $1,211.15 $211.15
5.55 0.25 5.80 1,201.66 201.66
5.80 0.25 6.05 1,192.25 192.25
6.05 0.25 6.30 1,182.94 182.94
6.30 0.25 6.55 1,173.73 173.73
Old 8 3/4% Debentures... 5.40% 0.30% 5.70% $1,172.23 $172.23
5.65 0.30 5.95 1,159.22 159.22
5.90 0.30 6.20 1,146.39 146.39
6.15 0.30 6.45 1,133.75 133.75
6.40 0.30 6.70 1,121.28 121.28
</TABLE>
For each issue of New Securities, the following table sets forth the
Benchmark Treasury Yield as of 4:00 p.m., New York City time, on June 13, 1995
and the applicable fixed spread. The table also sets forth what the per annum
interest rate on each issue of New Securities would be, assuming that the
Benchmark Treasury Yields as of the Pricing Time are the same as they were as
of 4:00 p.m., New York City time, on June 13, 1995.
FOR ILLUSTRATIVE PURPOSES ONLY
<TABLE>
<CAPTION>
BENCHMARK TREASURY YIELD
ISSUE AS OF 6/13/95 FIXED SPREAD INTEREST RATE
----- ------------------------ ------------ -------------
<S> <C> <C> <C>
New 2005 Notes............. 6.12% 0.80% 6.92%
New 2000 Notes............. 5.86% 0.52% 6.38%
New 2025 Notes............. 6.60% 1.10% 7.70%
</TABLE>
For each issue of New Securities, the following table sets forth what the
per annum interest rate on such issue of New Securities would be, assuming
that the Benchmark Treasury Yields as of the Pricing Time are equal to certain
hypothetical Benchmark Treasury Yields.
FOR ILLUSTRATIVE PURPOSES ONLY
<TABLE>
<CAPTION>
HYPOTHETICAL BENCHMARK
ISSUE TREASURY YIELD FIXED SPREAD INTEREST RATE
----- ---------------------- ------------ -------------
<S> <C> <C> <C>
New 2005 Notes............... 5.62% 0.80% 6.42%
5.87 0.80 6.67
6.12 0.80 6.92
6.37 0.80 7.17
6.62 0.80 7.42
New 2000 Notes............... 5.36% 0.52% 5.88%
5.61 0.52 6.13
5.86 0.52 6.38
6.11 0.52 6.63
6.36 0.52 6.88
New 2025 Notes............... 6.10% 1.10% 7.20%
6.35 1.10 7.45
6.60 1.10 7.70
6.85 1.10 7.95
7.10 1.10 8.20
</TABLE>
3
<PAGE>
REVISED SCHEDULE B
Example Determinations of Reference Total Prices
Demonstrating Application of
The Methodology Specified in Schedule A
THE REFERENCE TOTAL PRICES SET FORTH ON THIS SCHEDULE B ARE FOR ILLUSTRATIVE
PURPOSES ONLY AND NO REPRESENTATION IS INTENDED WITH RESPECT TO THE ACTUAL
CONSIDERATION THAT MAY BE PAID PURSUANT TO THE EXCHANGE OFFERS. THE ACTUAL
REFERENCE TOTAL PRICES MAY BE GREATER OR LESS THAN THOSE DEPICTED BELOW
DEPENDING ON THE ACTUAL BENCHMARK TREASURY YIELDS AS OF THE PRICING TIME.
<TABLE>
<CAPTION>
OLD 10 OLD 10
3/4% 1/4% OLD 8 3/4%
NOTES NOTES DEBENTURES
--------- --------- ----------
<S> <C> <C> <C>
Terms of Old Securities:
Interest Rate 10.75% 10.25% 8.75%
Maturity Date 5/1/02 4/15/04 3/15/05
Redemption Price(/1/) $1,040.00 $1,038.44 $1,000.00
Redemption Date(/1/) 5/1/97 4/15/99 3/15/01
Benchmark Treasury Security:
Interest Rate 6 1/2% 7% 7 3/4%
Maturity Date 4/30/97 4/15/99 2/15/01
Assumed Benchmark
Treasury Yield(/2/) 5.63% 5.80% 5.90%
Fixed Spread 0.15% 0.25% 0.30%
Assumed Reference Yield(/3/) 5.78% 6.05% 6.20%
Assumed Exchange Date(/4/) 6/30/95 6/30/95 6/30/95
Computation of Reference Total Price
for these Examples:
YLD 0.0578 0.0605 0.0620
CPN 0.1075 0.1025 0.0875
N 4 8 12
S 59 75 105
RED 1,040.00 1,038.44 1,000.00
Reference Total Price
for this Example(/5/) 1,138.89 1,192.25 1,146.39
</TABLE>
- --------
(1) As defined in Schedule A. These are used only for the purpose of computing
the Reference Total Price.
(2) The assumed Benchmark Treasury Yields for these examples are the yields on
the Benchmark Treasury Securities as of 4:00 p.m., New York City time, on
June 13, 1995.
(3) The assumed Reference Yields for these examples are the Reference Yields
(which shall equal the applicable Benchmark Treasury Yield plus the
applicable fixed spread) based on the assumed Benchmark Treasury Yields
for these examples.
(4) The assumed Exchange Date for these examples is the scheduled Exchange
Date for each Exchange Offer and will be the Exchange Date unless such
Exchange Offer is extended.
(5) These are the Reference Total Prices for these examples only and assume
Benchmark Treasury Yields and an Exchange Date as indicated.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Nashville, State of Tennessee, on the 14th day of June, 1995.
Columbia/HCA Healthcare Corporation
/s/ Stephen T. Braun
By: _________________________________
Stephen T. Braun
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment Number 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the June 14, 1995
_____________________________________ Board
THOMAS F. FRIST, JR., M.D.
* President, Chief June 14, 1995
_____________________________________ Executive Officer
RICHARD L. SCOTT (Principal
Executive Officer)
and Director
* Senior Vice June 14, 1995
_____________________________________ President, Chief
DAVID C. COLBY Financial Officer
and Treasurer
(Principal
Financial Officer)
* Vice President and June 14, 1995
_____________________________________ Controller
RICHARD A. LECHLEITER (Principal
Accounting Officer)
* Director June 14, 1995
_____________________________________
MAGDALENA AVERHOFF, M.D.
II-1
<PAGE>
SIGNATURE TITLE DATE
* Director June 14, 1995
____________________________________
J. DAVID GRISSOM
* Director June 14, 1995
____________________________________
CHARLES J. KANE
* Director June 14, 1995
____________________________________
JOHN W. LANDRUM
* Director June 14, 1995
____________________________________
T. MICHAEL LONG
* Director June 14, 1995
____________________________________
DARLA D. MOORE
* Director June 14, 1995
____________________________________
RODMAN W. MOORHEAD III
* Director June 14, 1995
____________________________________
CARL F. POLLARD
* Director June 14, 1995
____________________________________
CARL E. REICHARDT
* Director June 14, 1995
____________________________________
FRANK S. ROYAL, M.D.
II-2
<PAGE>
SIGNATURE TITLE DATE
* Director June 14, 1995
____________________________________
ROBERT D. WALTER
* Director June 14, 1995
____________________________________
WILLIAM T. YOUNG
/s/ Stephen T. Braun
*By: _______________________________
STEPHEN T. BRAUN
ATTORNEY-IN-FACT
II-3
