<PAGE>
Filed pursuant to Rule 424(b)(2)
SEC File No. 033-64105
PRICING SUPPLEMENT
(To Prospectus Supplement Dated July 2, 1996 and Prospectus Dated November 17,
1995)
$200,000,000
COLUMBIA/HCA HEALTHCARE CORPORATION
$100,000,000 6 7/8% NOTES DUE 2001
$100,000,000 7 3/4% DEBENTURES DUE 2036
The 6 7/8% Notes offered hereby (the "Notes") will mature on July 15, 2001 and
the 7 3/4% Debentures (the "Debentures") will mature on July 15, 2036. The
Notes and the Debentures are hereinafter referred as the "Securities".
Interest on the Securities will be payable semiannually on July 15 and January
15 of each year, commencing January 15, 1997. The Securities may not be
redeemed by Columbia/HCA Healthcare Corporation (the "Company") prior to
maturity, nor are they repayable at the option of the holder. The Securities
will be issued only in registered form in denominations of $1,000 and integral
multiples thereof.
The Securities will be represented by global securities (the "Global
Securities") registered in the name of a nominee of The Depository Trust
Company ("DTC"), as Depositary. Beneficial interests in the Global Securities
will be shown on, and transfers thereof will be effected only through, records
maintained by DTC (with respect to participants' interests) and its
participants. Except as described herein, Securities in definitive form will
not be issued. The Securities will trade in DTC's Same Day Funds Settlement
System until maturity and secondary market trading for the Securities will
therefore settle in immediately available funds. All payments of principal and
interest on the Securities will be made by the Company in immediately
available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, OR THE ACCOMPANYING
PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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PROCEEDS
PRICE TO UNDERWRITING TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
Per Note..................... 99.601% .500% 99.101%
Total........................ $99,601,000 $500,000 $99,101,000
Per Debenture................ 99.228% .875% 98.353%
Total........................ $99,228,000 $875,000 $98,353,000
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(1) Plus accrued interest, if any, from July 8, 1996.
(2) Before deducting expenses payable by the Company.
The Securities are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Securities will be made through
the facilities of DTC on or about July 8, 1996.
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
CS FIRST BOSTON
DEAN WITTER REYNOLDS INC.
The date of this Pricing Supplement is July 2, 1996.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
CERTAIN TERMS OF THE SECURITIES
The following description of the Securities supplements, and to the extent
inconsistent therewith supersedes the descriptions of the general terms and
provisions of the Securities set forth under "Description of Notes," in the
accompanying Medium-Term Note Prospectus Supplement and "Description of the
Debt Securities" in the accompanying Prospectus, to which reference is hereby
made. Certain capitalized terms used herein are defined in such Prospectus and
Prospectus Supplement.
The Notes will mature on July 15, 2001 and the Debentures will mature on
July 15, 2036. The Interest Payment Dates for the Securities will be July 15
and January 15, commencing January 15, 1997. The regular record date with
respect to any Interest Payment Date will be July 1st and January 1st, whether
or not a Business Day, immediately preceding the Interest Payment Date. The
Securities will not be redeemable at the option of the Company or repayable at
the option of a holder.
UNDERWRITING
Subject to the terms and conditions set forth in the Distribution Agreement,
dated July 11, 1994 and the Terms Agreement dated July 2, 1996, the Company
has agreed to sell to the Underwriters named below, acting as principals, and
each of the Underwriters has severally agreed to purchase, the principal
amount of the Securities set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER PER NOTE PER DEBENTURE
----------- ---------------- ----------------
<S> <C> <C>
Salomon Brothers Inc ................... $ 25,000,000 $ 25,000,000
Bear, Stearns & Co. Inc. ............... 25,000,000 25,000,000
CS First Boston Corporation............. 25,000,000 25,000,000
Dean Witter Reynolds Inc. .............. 25,000,000 25,000,000
------------ ------------
Total................................. $100,000,000 $100,000,000
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</TABLE>
The Terms Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to take and pay for all the Securities if any are taken.
The Underwriters have advised the Company that they propose initially to
offer the Notes directly to the public at the public offering price set forth
on the cover page of this Pricing Supplement and to certain dealers at such
price less a concession not in excess of .30% of the principal amount of the
Notes. The Debentures will be offered to the public at the public offering
price set forth on the cover page of this Pricing Supplement and to certain
dealers at such price less a selling concession not in excess of .50% of the
principal amount of the Debentures. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of .20% of the principal amount
of the Notes and not in excess of .25% of the principal amount of the
Debentures to certain other dealers. After the initial public offerings, the
public offering prices and such concessions may be changed.
The Company does not intend to apply for listing of the Securities on a
national securities exchange, but has been advised by the Underwriters that
they intend to make a market in the Securities. The Underwriters are not
obligated, however, to make a market in the Securities and may discontinue
market making at any time without notice. No assurances can be given as to the
liquidity of any trading market for the Securities.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
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