<PAGE>
PROSPECTUS
Filed pursuant to Rule 424(b)
SEC File No. 333-05005
176,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF OPTIONS
COLUMBIA/HCA HEALTHCARE
CORPORATION
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This Prospectus relates to 176,000 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 options (the "Options"), which were originally issued by
Healthtrust, Inc.--The Hospital Company ("Healthtrust"), which was acquired by
a wholly owned subsidiary of the Company on April 24, 1995. 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 Options, which have an exercise price of $20.3125 per Option.
See "Use of Proceeds." Assuming all such Options are exercised, the aggregate
proceeds to the Company would be approximately $3,575,000. The registration
effected hereby is being effected pursuant to certain registration rights
granted by Healthtrust to the Selling Security Holder at the time of the
issuance of the Options, 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 May 28, 1996, the closing sale price per share, as reported
by the NYSE was $54.25.
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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.
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The Date of this Prospectus is June 21, 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 the
definitive Proxy Statement for the Annual Meeting of Stockholders held
May 9, 1996 that have been incorporated by reference in the Form 10-K.
3. Quarterly Report on Form 10-Q for the interim period ended March 31,
1996.
4. Current Report on Form 8-K dated May 15, 1996.
5. 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
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THE COMPANY
The Company is the nation's largest healthcare services provider. At March
31, 1996, the Company operated approximately 340 hospitals, 135 outpatient
surgery centers, 200 home health agencies and extensive ancillary service
providers in 38 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
Options covered by this Prospectus, but only if such Options are exercised and
then only in an amount equal to the exercise price thereof multiplied by the
number of Options exercised. Assuming all such Options are exercised, the
aggregate proceeds to the Company would be approximately $3,575,000. 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
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SELLING SECURITY HOLDER
An aggregate of 176,000 shares (subject to antidilution adjustment) of Common
Stock underlying certain outstanding Options are being offered for the account
of the Selling Security Holder identified in the table below.
The table below shows with respect to the Options 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 Options 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 OPTIONS(2) PER SHARE EXPIRATION DATE
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<S> <C> <C> <C>
The HealthTrust Founda-
tion(1)..................... 176,000 $20.3125 December 31, 2002
</TABLE>
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(1) Mr. R. Clayton McWhorter has been a member of the Board of Directors of the
Company since 1995. Mr. Kenneth C. Donahey has been Senior Vice President
and Controller of the Company since April 1995. Mr. McWhorter and Mr.
Donahey are two of three directors of The HealthTrust Foundation, a
charitable foundation. Mr. McWhorter owns 696,854 shares of Common Stock,
and Mr. Donahey owns 117,064 shares of Common Stock and has options to
acquire 145,489 shares of Common Stock (which collective beneficial
ownership in the aggregate is less than one percent of the outstanding
shares of Common Stock).
(2) The number of shares subject to the Options 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
Options that were previously issued to the Selling Security Holder by
Healthtrust in a private transaction. Healthtrust was acquired by a wholly
owned subsidiary of the Company on April 24, 1995. Shares underlying the
Options will be issued to the holder thereof, upon exercise of such Options, at
the election of such holder, in accordance with the terms, conditions and
procedures set forth in the Option. The Options have an exercise price of
$20.3125 per share. Assuming all such Options are exercised, the aggregate
proceeds to the Company would be approximately $3,575,000. The registration
effected hereby is being effected pursuant to certain registration rights
previously granted by Healthtrust to the Selling Security Holder at the time of
the issuance of the Options, 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 March 31, 1996, Mr. Braun
owned approximately 4,115 shares and had options to purchase 169,500 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
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<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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176,000 SHARES
OF COMMON STOCK
ISSUABLE UPON EXERCISE
OF OPTIONS
COLUMBIA/HCA HEALTHCARE
CORPORATION
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PROSPECTUS
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JUNE 21, 1996
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