<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996
REGISTRATION NO.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
[A TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 400,000 $55.3125 $22,125,000 $7,630
============================================================================================
</TABLE>
(1) Also includes associated Preferred Stock Purchase Rights.
(2) 400,000 shares which may be acquired by Selling Security Holder upon
exercise of certain outstanding warrants (which warrants have an exercise
price of $20.00 per share). There is also being registered such
indeterminate number of additional shares of Common Stock as may be
issuable upon exercise of the warrants pursuant to antidilution adjustment
provisions.
(3) The registration fee has been computed pursuant to Rule 457(c), based upon
the average of the high and low prices of the Company's Common Stock on
the New York Stock Exchange on February 27, 1996, as reported by The Wall
Street Journal, which date is within five business days prior to the date
of the filing of this Registration Statement.
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 29, 1996
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 sales 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 February 28, 1996, the closing sale price per share, as
reported by the NYSE was $55.125.
-----------
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 March , 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, 1994, as
amended (the "Form 10-K").
2. Quarterly Reports on Form 10-Q for the interim periods ended March 31,
1995, June 30, 1995 and September 30, 1995.
3. Current Reports on Form 8-K dated February 21, 1995, April 24, 1995,
November 24, 1995 and December 8, 1995.
4. 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.
RECENT DEVELOPMENTS
On February 14, 1996, the Company announced operating results for the year
ended December 31, 1995. Summary operating results for the Company for the
years ended December 31, 1995 and 1994 are presented below (dollars in
millions except per share amounts).
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------
1995 1994
-------- --------
<S> <C> <C>
Revenues.................................................. $ 17,695 $ 14,543
Income before extraordinary item.......................... 1,064 929
Loss on extinguishment of debt (net of tax)............... (103) (115)
Net income................................................ $ 961 $ 814
Earnings per common and common equivalent share:
Income before extraordinary item.......................... $ 2.37 $ 2.16
Loss on extinguishment of debt (net of tax)............... (0.23) (0.27)
Net income................................................ $ 2.14 $ 1.89
Shares used in computation of earnings per common and
common equivalent share (000)............................ 448,714 429,295
</TABLE>
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 preceeding 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 $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>
===============================================================================
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
Recent Developments........................................................ 3
Use of Proceeds............................................................ 3
Selling Security Holder.................................................... 4
Plan of Distribution....................................................... 4
Legal Opinions............................................................. 5
Experts.................................................................... 5
</TABLE>
===============================================================================
===============================================================================
400,000 SHARES
OF COMMON STOCK
ISSUABLE UPON EXERCISE
OF WARRANTS
COLUMBIA/HCA HEALTHCARE
CORPORATION
----------------
PROSPECTUS
----------------
MARCH , 1996
===============================================================================
<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 --Registraiton 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 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 --$750 Million Credit Agreement consisting of a Credit Agreement
dated as of February 10, 1994, 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), as amended by an
Agreement and Amendment dated as of September 26, 1994 (filed as
Exhibit 4.9 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-4 dated January 11, 1995).
4.10 --$1.5 Billion Credit Agreement consisting of a Credit Agreement
dated as of February 10, 1994, 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), as amended by an
Agreement and Amendment dated as of September 26, 1994 (filed as
Exhibit 4.10 to Amendment No. 1 to Registrant's Registration
Statement on Form S-4 dated January 11, 1995).
4.11 --Indenture dated as 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.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
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 appears on page II-4.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-affective 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
FEBRUARY 27, 1996.
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 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.
SIGNATURE TITLE DATE
/s/ R. Clayton McWhorter Chairman of the February 26,
- ------------------------------------- Board 1996
R. CLAYTON MCWHORTER
/s/ Thomas F. Frist, Jr., M.D. Vice-Chairman of the February 26,
- ------------------------------------- Board 1996
THOMAS F. FRIST, JR., M.D.
/s/ Richard L. Scott President, Chief February 26,
- ------------------------------------- Executive Officer 1996
RICHARD L. SCOTT (Principal
Executive Officer
and Director)
/s/ David C. Colby Senior Vice February 26,
- ------------------------------------- President and 1996
DAVID C. COLBY Treasurer
(Principal
Financial Officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ Kenneth C. Donahey Senior Vice February 26,
- ------------------------------------- President and 1996
KENNETH C. DONAHEY Controller
(Principal
Accounting Officer)
/s/ Magdalena Averhoff, M.D. Director February 26,
- ------------------------------------- 1996
MAGDALENA AVERHOFF, M.D.
/s/ J. David Grissom Director February 26,
- ------------------------------------- 1996
J. DAVID GRISSOM
/s/ Richard W. Hanselman Director February 26,
- ------------------------------------- 1996
RICHARD W. HANSELMAN
/s/ Charles J. Kane Director February 26,
- ------------------------------------- 1996
CHARLES J. KANE
/s/ John W. Landrum Director February 26,
- ------------------------------------- 1996
JOHN W. LANDRUM
/s/ T. Michael Long Director February 26,
- ------------------------------------- 1996
T. MICHAEL LONG
/s/ Donald S. MacNaughton Director February 26,
- ------------------------------------- 1996
DONALD S. MACNAUGHTON
/s/ Rodman W. Moorhead III Director February 26,
- ------------------------------------- 1996
RODMAN W. MOORHEAD III
II-5
<PAGE>
6SIGNATURE TITLE DATE
/s/ Carl F. Pollard Director February 26,
- ------------------------------------- 1996
CARL F. POLLARD
/s/ Carl E. Reichardt Director February 26,
- ------------------------------------- 1996
CARL E. REICHARDT
/s/ Frank S. Royal, M.D. Director February 26,
- ------------------------------------- 1996
FRANK S. ROYAL, M.D.
/s/ Robert D. Walter Director February 26,
- ------------------------------------- 1996
ROBERT D. WALTER
/s/ William T. Young Director February 26,
- ------------------------------------- 1996
WILLIAM T. YOUNG
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 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 --$750 Million Credit Agreement consisting of a Credit Agreement
dated as of February 10, 1994, 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), as amended by an
Agreement and Amendment dated as of September 26, 1994 (filed as
Exhibit 4.9 to Amendment No. 1 to Registrant's Registration
Statement on Form S-4 dated January 11, 1995).
4.10 --$1.5 Billion Credit Agreement consisting of a Credit Agreement
dated as of February 10, 1994, 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), as amended by an
Agreement and Amendment dated as of September 26, 1994 (filed as
Exhibit 4.10 to Amendment No l. to Registrant's Registration
Statement on Form S-4 dated January 11, 1995).
4.11 --Indenture dated as 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 appears on page II-4.
</TABLE>
<PAGE>
EXHIBIT 5
February 29, 1996
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
RE: Registration Statement on Form S-3
Columbia/HCA Healthcare Corporation
400,000 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 400,000 shares of Common Stock, $.01 par value of the Company (the
"Common Stock") being offered in connection with the exercise of certain
warrants previously issued by the Company, as 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 400,000 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 "Legal Opinions"
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(a)
[ERNST & YOUNG LLP LOGO APPEARS HERE]
Consent of the Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Columbia/HCA
Healthcare Corporation for the registration of 400,000 shares of common stock
and to the incorporation by reference therein of our report dated April 24,
1995, with respect to the consolidated financial statements and schedules of
Columbia/HCA Healthcare Corporation included in the Current Report on Form 8-K
dated April 24, 1995, filed with the Securities and Exchange Commission.
Nashville, Tennessee
February 28, 1996
