<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1996
REGISTRATION NO. 333-01337
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER)
JURISDICTIONOF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(615) 327-9551
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHEN T. BRAUN, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
COLUMBIA/HCA HEALTHCARE CORPORATION
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(615) 327-9551
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
400,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF WARRANTS
COLUMBIA/HCA HEALTHCARE
CORPORATION
----------------
This Prospectus relates to 400,000 shares (subject to antidilution
adjustment) (the "Shares") of Common Stock, $.01 par value, including
associated Preferred Stock Purchase Rights (the "Common Stock"), of
Columbia/HCA Healthcare Corporation, a Delaware corporation (the "Company"),
that may from time to time be sold by the holder identified herein (the
"Selling Security Holder"). See "Selling Security Holder." The Shares may
hereafter be acquired by the Selling Security Holder pursuant to certain
outstanding warrants (the "Warrants"), which were issued in a private
placement. The Company will not receive any of the proceeds from the sale of
Shares of Common Stock by the Selling Security Holder. The Company will
receive the proceeds from any exercise of such Warrants, which have an
exercise price of $20.00 per Warrant. See "Use of Proceeds." Assuming all such
Warrants are exercised, the aggregate proceeds to the Company would be
approximately $8,000,000. The registration effected hereby is being effected
pursuant to certain registration rights granted by the Company to the Selling
Security Holder at the time of the issuance of the Warrants, and the Company
will bear the expense of such registration other than commissions and
discounts of brokers and dealers or agents or Selling Security Holder's
incidental expenses. See "Selling Security Holder."
The Shares may be sold from time to time by the Selling Security Holder, or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, on the New York Stock Exchange or
other exchanges (if the Common Stock is listed for trading thereon), or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or at negotiated prices. The Shares may be sold by
any one or more of the following methods: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions. In addition, any Shares
that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "COL." On April 29 , 1996, the closing sale price per share, as
reported by the NYSE was $52.625.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Date of this Prospectus is May 2, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; at its New York Regional Office, Seven World Trade Center, New
York, New York 10048; and at its Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates, by writing to the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material can
also be inspected at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005, on which the Company's Common Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments, supplements and exhibits thereto, the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information set forth in the Registration Statement (in
accordance with the rules and regulations of the Commission), and reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995 (the
"Form 10-K").
2. The portions of the 1995 Annual Report to Stockholders and portions of
the Proxy Statement for the Annual Meeting of Stockholders to be held
May 9, 1996 that have been incorporated by reference in the Form 10-K.
3. The description of the Common Stock and associated Preferred Stock
Purchase Rights contained in the Registration Statement on Form 8-A
dated August 31, 1993.
All reports and other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement set forth herein or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, will be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement set forth herein
or in a subsequently filed document deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH PERSON TO WHOM A PROSPECTUS
IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE
FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
THEREIN). REQUESTS FOR SUCH DOCUMENTS SHOULD BE SUBMITTED IN WRITING TO JOHN M.
FRANCK II, CORPORATE SECRETARY, COLUMBIA/HCA HEALTHCARE CORPORATION, ONE PARK
PLAZA, NASHVILLE, TENNESSEE 37203 OR BY TELEPHONE AT (615) 340-5881.
2
<PAGE>
THE COMPANY
The Company is the nation's largest healthcare services provider. At January
31, 1996, the Company operated approximately 340 hospitals, 135 outpatient
surgery centers, 200 home health agencies and extensive ancillary service
providers in 36 states, England and Switzerland.
The Company's primary objective is to provide to the markets it serves a
comprehensive array of quality health care services in the most cost-effective
manner possible. The Company's general, acute care hospitals typically provide
a full range of services commonly available in hospitals to accommodate such
medical specialties as internal medicine, general surgery, cardiology,
oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and
emergency services. Outpatient and ancillary health care services are provided
by the Company's general, acute care hospitals as well as at freestanding
facilities operated by the Company, including outpatient surgery and
diagnostic centers, rehabilitation facilities, home health care agencies and
other facilities. In addition, the Company operates psychiatric hospitals
which generally provide a full range of mental health care services in
inpatient, partial hospitalization and outpatient settings.
The Company was formed in January 1990 as a Nevada corporation and
reincorporated in Delaware in September 1993. The Company's principal
executive offices are located at One Park Plaza, Nashville, Tennessee 37203,
and its telephone number at such address is (615) 327-9551.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by the
Selling Security Holder. The Company will receive proceeds upon exercise of
the Warrants covered by this Prospectus, but only if such Warrants are
exercised and then only in an amount equal to the exercise price thereof
multiplied by the number of Warrants exercised. Assuming all such Warrants are
exercised, the aggregate proceeds to the Company would be approximately
$8,000,000. The net proceeds will be used for general corporate purposes,
which may include, without limitation, repayment of commercial paper and other
indebtedness, additional capitalization of the Company's subsidiaries and
affiliates, capital expenditures and possible acquisitions.
3
<PAGE>
SELLING SECURITY HOLDER
An aggregate of 400,000 shares (subject to antidilution adjustment) of
Common Stock underlying certain outstanding Warrants are being offered for the
account of the Selling Security Holder identified in the table below.
The table below shows with respect to the Warrants the name of the
registered holder, the number of Shares subject thereto, the exercise price
per Share and the expiration date. The table below indicates by footnote
reference any material relationship which the Selling Security Holder has had
with the Company during the preceding three years. This Prospectus covers all
Shares of Common Stock that may hereafter be acquired by the Selling Security
Holder pursuant to the exercise of the Warrants listed in the table below, and
the subsequent resale of the Shares by the Selling Security Holder or others
(as indicated on the cover page of this Prospectus and under the "Plan of
Distribution" below).
<TABLE>
<CAPTION>
NUMBER OF SHARES
ISSUABLE UPON
EXERCISE OF THE EXERCISE PRICE
NAME OF REGISTERED HOLDER WARRANTS(2) PER SHARE EXPIRATION DATE
- ------------------------- ---------------- -------------- ---------------
<S> <C> <C> <C>
The 1818 Fund, L.P.(1)......... 400,000 $20.00 March 31, 1998
</TABLE>
- --------
(1) Mr. T. Michael Long has been a member of the Board of Directors of the
Company since 1991. Mr. Long is a general partner of Brown Brothers
Harriman & Co. which is the general partner of The 1818 Fund, L.P. Mr.
Long has options to acquire 6,289 shares of Common Stock. The 1818
Fund, L.P. also owns 541,162 shares of Common Stock in addition to the
Shares issuable with respect to the above-described Warrants (which
beneficial ownership in the aggregate is less than one percent of the
outstanding shares of Common Stock).
(2) The number of shares subject to a Warrant provided for may be subject to
adjustment upon the occurrence of certain events, such as stock dividends,
stock splits or combinations, reclassifications, mergers or certain
dilutive stock issuances.
PLAN OF DISTRIBUTION
The Selling Security Holder is offering the Shares for its own account, and
not for the account of the Company. The Company will not receive any proceeds
from the sale of the Shares by the Selling Security Holder.
The Shares may be sold from time to time by the Selling Security Holder, or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, on the New York Stock Exchange or
other exchanges (if the Common Stock is listed for trading thereon), or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or at negotiated prices. The Shares may be sold by
any one or more of the following methods: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions. In addition, any Shares
that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
Under the Exchange Act and the regulations thereunder, any person engaged in
a distribution of the Shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock during any applicable "cooling off" periods prior
to the commencement of such distribution. In addition, and without limiting
the foregoing, such Selling Security Holder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder
including, without limitation, Rules 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of Common Stock by the Selling
Security Holder.
4
<PAGE>
To the extent required, the Company will use its best efforts to file, during
any period in which offers or sales are being made, one or more supplements to
this Prospectus to describe any material information with respect to the plan
of distribution not previously disclosed in this Prospectus or any material
change to such information in this Prospectus.
The Shares of Common Stock being offered hereby are issuable upon exercise of
Warrants that were previously issued to the Selling Security Holder in a
private placement. Shares underlying the Warrants will be issued to the holder
thereof, upon exercise of such Warrants, at the election of such holder, in
accordance with the terms, conditions and procedures set forth in the
particular Warrant. The Warrants have an exercise price of $20.00 per share.
Assuming all such Warrants are exercised, the aggregate proceeds to the Company
would be approximately $8,000,000. The registration effected hereby is being
effected pursuant to various registration rights previously granted by the
Company to the Selling Security Holder at the time of the issuance of the
Warrants, and the Company will bear the expense of such registration, other
than commissions and discounts of brokers, dealers or agents or Selling
Security Holder's incidental expenses.
LEGAL OPINIONS
Certain matters with respect to the validity of the Common Stock offered
hereby will be passed upon for the Company by Stephen T. Braun, Senior Vice
President and General Counsel of the Company. As of December 31, 1995, Mr.
Braun owned approximately 2,543 shares and had options to purchase 134,500
shares of Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company, incorporated herein by reference in this Prospectus, have been
audited by Ernst & Young LLP, independent auditors, to the extent and for the
periods indicated in their reports thereon. Such consolidated financial
statements and financial statement schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
5
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Selling Security Holder.................................................... 4
Plan of Distribution....................................................... 4
Legal Opinions............................................................. 5
Experts.................................................................... 5
</TABLE>
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400,000 SHARES
OF COMMON STOCK
ISSUABLE UPON EXERCISE
OF WARRANTS
COLUMBIA/HCA HEALTHCARE
CORPORATION
----------------
PROSPECTUS
----------------
MAY 2, 1996
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC filing fee.................................................. $ 7,630
Accounting fees and expenses.................................... 1,500*
Printing and engraving.......................................... 2,500*
Blue Sky fees and expenses (including legal fees)............... 2,500*
Miscellaneous................................................... 2,500*
-------
Total....................................................... $16,630*
=======
</TABLE>
- --------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of
the Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify a director, officer, employee or agent of the corporation against
expenses (including attorney's 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 attorney's fees) actually
and reasonably incurred by him or her if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court finds that, in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or may hereafter be amended, a director of the Registrant shall not be
liable to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Delaware General Corporation Law permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting director liability for monetary damages
arising from breaches of their fiduciary duty. The only limitations imposed
under the statute are that the provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or known violations of law, (iii) for the
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for transactions in which the director received an improper personal
benefit.
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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4.1 --Specimen Certificate for shares of Common Stock, par value $.01
per share, of the Registrant (filed as Exhibit 4.1 to the
Registrant's Form SE to Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference).
4.2 --Columbia Hospital Corporation 9% Subordinated Mandatory
Convertible Note Due June 30, 1999 (filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, and incorporated herein by reference).
4.3 --Registration Rights Agreement between the Registrant and The
1818 Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, and incorporated herein by reference).
4.4 --Securities Purchase Agreement by and between the Registrant and
The 1818 Fund, L.P. dated as of March 18, 1991 (filed as Exhibit
4.6 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990, and incorporated herein by
reference).
4.5 --Warrant to purchase shares of Common Stock, par value $.01 per
share, of the Registrant (filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, and incorporated herein by reference).
4.6 --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 (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, and incorporated
herein by reference).
4.7 --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 (filed as Exhibit 4.7 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference).
4.8 --Amended and Restated Rights Agreement dated February 10, 1994
between the Registrant and Mid-America Bank of Louisville and
Trust Company (filed as Exhibit 4.8 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.9(a) --$1 Billion Credit Agreement dated as of February 10, 1994 (the
"364 Day Agreement"), among the Registrant, the Several Banks
and Other Financial Institutions, and Chemical Bank as Agent and
as CAF Loan Agent (filed as Exhibit 4.9 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993, and incorporated herein by reference).
4.9(b) --Agreement and Amendment to the 364 Day Agreement dated as of
September 26, 1994 (filed as Exhibit 4.9 to the Registrant's
Registration Statement on Form S-4 (File No. 33-56803), and
incorporated herein by reference).
4.9(c) --Agreement and Amendment to the 364 Day Agreement dated as of
February 28, 1996 (filed as Exhibit 4.9(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference).
4.10(a) --$2 Billion Credit Agreement dated as of February 10, 1994 (the
"Credit Facility"), among the Registrant, the Several Banks and
Other Financial Institutions, and Chemical Bank as Agent and as
CAF Loan Agent (filed as Exhibit 4.10 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.10(b) --Agreement and Amendment to the Credit Facility dated as of
September 26, 1994 (filed as Exhibit 4.10 to the Registrant's
Registration Statement on Form S-4 (File No. 33-56803), and
incorporated herein by reference).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.10(c) --Agreement and Amendment to the Credit Facility dated as of
February 28, 1996 (filed as Exhibit 4.10(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference).
4.11 --Indenture dated as of December 15, 1993 between the Registrant
and The First National Bank of Chicago, as Trustee (filed as
Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, and incorporated
herein by reference).
*5 --Opinion of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, regarding the legality of the
securities being registered.
23(a) --Consent of Ernst & Young LLP, independent auditors.
*23(b) --Consent of Stephen T. Braun, Esq. appears in his opinion filed
as Exhibit 5.
*25 --Power of Attorney of certain signatories.
</TABLE>
- --------
*Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NASHVILLE, STATE OF TENNESSEE, ON APRIL 29,
1996.
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 REGISTRATION
STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ R. Clayton McWhorter* Chairman of the April 29, 1996
- ------------------------------------- Board
R. CLAYTON MCWHORTER
/s/ Thomas F. Frist, Jr., M.D.* Vice Chairman of the April 29, 1996
- ------------------------------------- Board
THOMAS F. FRIST, JR., M.D.
/s/ Richard L. Scott* President, Chief April 29, 1996
- ------------------------------------- Executive Officer
RICHARD L. SCOTT (Principal
Executive Officer
and Director)
/s/ David C. Colby* Senior Vice April 29, 1996
- ------------------------------------- President and
DAVID C. COLBY Treasurer
(Principal
Financial Officer)
/s/ Kenneth C. Donahey* Senior Vice April 29, 1996
- ------------------------------------- President and
KENNETH C. DONAHEY Controller
(Principal
Accounting Officer)
/s/ Magdalena Averhoff, M.D.* Director April 29, 1996
- -------------------------------------
MAGDALENA AVERHOFF, M.D.
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ J. David Grissom* Director April 29, 1996
- -------------------------------------
J. DAVID GRISSOM
/s/ Richard W. Hanselman* Director April 29, 1996
- -------------------------------------
RICHARD W. HANSELMAN
/s/ Charles J. Kane* Director April 29, 1996
- -------------------------------------
CHARLES J. KANE
/s/ John W. Landrum* Director April 29, 1996
- -------------------------------------
JOHN W. LANDRUM
/s/ T. Michael Long* Director April 29, 1996
- -------------------------------------
T. MICHAEL LONG
/s/ Donald S. MacNaughton* Director April 29, 1996
- -------------------------------------
DONALD S. MACNAUGHTON
/s/ Rodman W. Moorhead, III* Director April 29, 1996
- -------------------------------------
RODMAN W. MOORHEAD, III
/s/ Carl F. Pollard* Director April 29, 1996
- -------------------------------------
CARL F. POLLARD
/s/ Carl E. Reichardt* Director April 29, 1996
- -------------------------------------
CARL E. REICHARDT
/s/ Frank S. Royal, M.D.* Director April 29, 1996
- -------------------------------------
FRANK S. ROYAL, M.D.
II-5
<PAGE>
SIGNATURE TITLE DATE
/s/ Robert D. Walter* Director April 29, 1996
- -------------------------------------
ROBERT D. WALTER
/s/ William T. Young* Director April 29, 1996
- -------------------------------------
WILLIAM T. YOUNG
/s/ Stephen T. Braun April 29, 1996
*By: ___________________________
STEPHEN T. BRAUN
ATTORNEY-IN-FACT
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
4.1 --Specimen Certificate for shares of Common Stock, par value $.01
per share, of the Registrant (filed as Exhibit 4.1 to the
Registrant's Form SE to Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference).
4.2 --Columbia Hospital Corporation 9% Subordinated Mandatory
Convertible Note Due June 30, 1999 (filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, and incorporated herein by reference).
4.3 --Registration Rights Agreement between the Registrant and The
1818 Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, and incorporated herein by reference).
4.4 --Securities Purchase Agreement by and between the Registrant and
The 1818 Fund, L.P. dated as of March 18, 1991 (filed as Exhibit
4.6 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990, and incorporated herein by
reference).
4.5 --Warrant to purchase shares of Common Stock, par value $.01 per
share, of the Registrant (filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, and incorporated herein by reference).
4.6 --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 (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, and incorporated
herein by reference).
4.7 --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 (filed as Exhibit 4.7 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference).
4.8 --Amended and Restated Rights Agreement dated February 10, 1994
between the Registrant and Mid-America Bank of Louisville and
Trust Company (filed as Exhibit 4.8 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.9(a) --$1 Billion Credit Agreement dated as of February 10, 1994 (the
"364 Day Agreement"), among the Registrant, the Several Banks and
Other Financial Institutions, and Chemical Bank as Agent and as
CAF Loan Agent (filed as Exhibit 4.9 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.9(b) --Agreement and Amendment to the 364 Day Agreement dated as of
September 26, 1994 (filed as Exhibit 4.9 to the Registrant's
Registration Statement on Form S-4 (File No. 33-56803), and
incorporated herein by reference).
4.9(c) --Agreement and Amendment to the 364 Day Agreement dated as of
February 28, 1996 (filed as Exhibit 4.9(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, and incorporated herein by reference).
4.10(a) --$2 Billion Credit Agreement dated as of February 10, 1994 (the
"Credit Facility"), among the Registrant, the Several Banks and
Other Financial Institutions, and Chemical Bank as Agent and as
CAF Loan Agent (filed as Exhibit 4.10 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
and incorporated herein by reference).
4.10(b) --Agreement and Amendment to the Credit Facility dated as of
September 26, 1994 (filed as Exhibit 4.10 to the Registrant's
Registration Statement on Form S-4 (File No. 33-56803), and
incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<C> <S>
4.10(c) --Agreement and Amendment to the Credit Facility dated as of
February 28, 1996 (filed as Exhibit 4.10(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference).
4.11 --Indenture dated as of December 15, 1993 between the Registrant
and The First National Bank of Chicago, as Trustee (filed as
Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, and incorporated
herein by reference).
*5 --Opinion of Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant, regarding the legality of the
securities being registered.
23(a) --Consent of Ernst & Young LLP, independent auditors.
*23(b) --Consent of Stephen T. Braun, Esq. appears in his opinion filed
as Exhibit 5.
*25 --Power of Attorney of certain signatories.
</TABLE>
- --------
* Previously filed.
