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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 1996
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COLUMBIA/HCA HEALTHCARE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11239 75-2497104
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
ONE PARK PLAZA, NASHVILLE, TENNESSEE 37203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 327-9551
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(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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The Registrant files herewith those exhibits listed in Item 7(c) below.
ITEM 7(C). EXHIBITS
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The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
1 Shelf Underwriting Agreement, dated May 15, 1996, by and among
Columbia/HCA Healthcare Corporation and Morgan Stanley & Co. Incorporated,
as representative of the several underwriters named therein.
4 Form of 7.25% Note due 2008.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBIA/HCA HEALTHCARE CORPORATION
(Registrant)
Date: May 17, 1996 By: /s/ STEPHEN T. BRAUN
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Stephen T. Braun
Senior Vice President and General
Counsel
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NO. EXHIBIT NUMBERED PAGE
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1 Shelf Underwriting Agreement, dated May 15, 1996, by
and among Columbia/HCA Healthcare Corporation and
Morgan Stanley & Co. Incorporated, as representative of
the several underwriters named therein.
4 Form of 7.25% Note due 2008.
4
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SHELF
UNDERWRITING AGREEMENT
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7.25% Notes due 2008
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May 15, 1996
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Columbia/HCA Healthcare
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
$200,000,000 aggregate principal amount of its 7.25% Notes due May 20, 2008 (the
"Notes"). The Notes are sometimes referred to herein as the "Offered
Securities." The Offered Securities will be issued pursuant to the provisions of
an Indenture dated as of December 15, 1993 (the "Indenture") between the Company
and The First National Bank of Chicago, as trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the respective principal amounts of the
Notes set forth below opposite their names at a purchase price of 99.305% of the
principal amount of the Notes.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NOTES
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<S> <C>
Morgan Stanley & Co. Incorporated....... $ 50,000,000
CS First Boston Corporation............. 50,000,000
Lehman Brothers Inc..................... 50,000,000
J.P. Morgan Securities Inc.............. 50,000,000
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Total.............................. $200,000,000
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</TABLE>
The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Morgan Stanley & Co. Incorporated or through the facilities of
The Depository Trust Company
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at 9:00 a.m. (New York time) on May 20, 1996. The time and date of such payment
and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated November 17, 1995, and the Prospectus Supplement dated May 15, 1996,
including the following:
Public Offering Price: 99.980% of principal amount
Purchase Price: 99.305% of principal amount
Maturity Date: May 20, 2008
Interest Rate: 7.25%
Redemption Provisions: Not redeemable by the Company prior to maturity
Interest Payment Dates: May 20 and November 20, commencing November 20,
1996. Interest accrues from May 20, 1996.
Current Ratings: Standard & Poor's Corporation -- A-
Moody's Investor Service -- A3
All provisions contained in the document entitled Underwriting Agreement
Standard Provisions (Debt Securities), a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not an Offered
Security shall not be deemed to be a part of this Agreement, and (iii) all
references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be deemed
to be a part of this Agreement.
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Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO.
INCORPORATED
Acting on behalf of itself
and the several Underwriters named herein
By:
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Name:
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Title:
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Accepted:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:
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Name:
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Title:
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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF SUCH DEPOSITARY
OR BY A NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH
DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH
DEPOSITARY OR A NOMINEE OR SUCH SUCCESSOR.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
R1 Principal Amount
COLUMBIA/HCA HEALTHCARE CORPORATION $200,000,000
7.25% NOTE DUE MAY 20, 2008
GLOBAL NOTE
Cusip 197677AK3
COLUMBIA/HCA HEALTHCARE CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as the
nominee of The Depository Trust Company, or registered assigns, the principal
amount of Two Hundred Million Dollars ($200,000,000), on May 20, 2008 (the
"Maturity Date") and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on May 20 and November 20 ("Interest Payment Date") in
each year, beginning on November 20, 1996, and at the Maturity Date specified
above on said principal amount, at the rate of 7.25% per annum, from May 20,
1996 until payment of said principal amount has been made or duly provided for.
The interest so payable on any Interest Payment Date (other than at maturity)
will be paid to the Person in whose name this Global Note is registered at the
close of business on the last day of the month immediately preceding the month
in which such interest payment is due (a "Regular Record Date"), next preceding
such Interest
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Payment Date, unless the Company shall default in the payment of interest due on
any such Interest Payment Date, in which case such defaulted interest shall be
paid to the Person in whose name this Global Note is registered at the close of
business on a Special Record Date for the payment of such defaulted interet
established by notice to the registered holders of Notes not less than ten days
preceding such Special Record Date. In any case where the date for any payment
on the Notes is not a Business Day, such payment shall be made on the next
succeeding Business Day. A Business Day is any day that is not a Saturday or
Sunday and that, in Chicago, Illinois, is not a day on which banking
institutions are generally authorized or required by law or executive order to
close.
Both principal of and interest on this Global Note are payable in
immediately available funds in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public
and private debts. Payments of principal and interest will be made in Chicago,
Illinois, at the Corporate Trust Office of The First National Bank of Chicago,
or at such other office or agency of the Company as the Company shall designate
pursuant to the Indenture referred to elsewhere herein.
This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (hereinafter
called the "Securities"), of the series hereinafter specified, issued or to be
issued under an Indenture dated as of December 15, 1993, as may be amended by
indentures supplemental thereto (hereinafter called the "Indenture"), duly
executed and delivered by the Company to The First National Bank of Chicago, as
trustee (hereinafter called the "Trustee"), to which Indenture reference is
hereby made for a description of the respective rights and duties thereunder of
the Trustee, the Company and the Holders of the Securities. The Securities may
be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest at
different rates, may have different conversion prices (if any), may be subject
to different redemption provisions, may be subject to different sinking,
purchase or analogous funds, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Global Note
is a Global Security representing the entire principal amount of a series of
Securities designated "7.25% Notes due May 20, 2008" (hereincalled the "Notes")
issued under the Indenture. Unless otherwise provided herein, all terms used in
this Global Note, which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
The Notes do not have a sinking fund.
The Notes may not be redeemed by the Company prior to maturity.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, immediately due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that such declaration may in certain events be waived by the Holders of
a majority in principal amount of the Notes then Outstanding.
2
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The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Securities of each series to be affected. It is also provided in
the Indenture that prior to any declaration accelerating the maturity of the
Notes as a series, the Holders of a majority in aggregate principal amount of
the Securities of such series at the time Outstanding may on behalf of the
Holders of all of the Securities of such series waive any past default with
respect to the Securities of such series under the Indenture and its
consequences, except a default in the payment of the principal of, or interest
on, any of the Securities of such series.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture (including the Company's right to defease and discharge
the Notes pursuant to Article Four and Article Fourteen of the Indenture) shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Global Note at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.
This Global Note shall be exchangeable for Securities registered in
the names of Persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
the Depositary or if at any time the Depositary ceases to be registered or in
good standing under the United States Securities Exchange Act of 1934, as
amended, and the Company fails to appoint a successor Depositary within 90 days
after the Company receives such notice or becomes aware of such event, (ii) the
Company executes and delivers to the Trustee a Company Order that this Global
Note shall be so exchangeable or (iii) there shall have occurred and be
continuing an Event of Default, or an event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default, with respect
to the Notes. To the extent that this Global Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes registered in such
names as the Depositary shall direct.
Except as provided in the immediately preceding paragraph, this Global
Note may not be transferred except as a whole by the Depositary to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
Prior to due presentment for registration of transfer of this Global
Note, the Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the Holder hereof as the absolute owner of this Global Note
(whether or not this Global Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment hereof or on account hereof (except as otherwise provided in the
Indenture), as herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary. All payments made to or upon the order
of such Holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Global Note.
3
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None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of this Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
No recourse for the payment of the principal of, or interest on, this
Global Note, or for any claims based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplemental thereto or in any Note or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, whether by virtue of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
Except as otherwise expressly provided in this Global Note, this
Global Note shall in all respects be entitled to all benefits, and subject to
the same terms and conditions, as definitive registered securities authenticated
and delivered under the Indenture.
The Indenture and this Global Note shall be governed by and construed
in accordance with the laws of the State of New York.
This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
4
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated as of May 20, 1996 COLUMBIA/HCA HEALTHCARE
CORPORATION
By:
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Title: President
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Attest:
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Title: Secretary
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TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
of the series designated herein
referred to in the within-
mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
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