U.S. Securities and Exchange Commission
Washington, D.C. 20549
Notice of Exempt Solicitation
1. Name of Registrant: Columbia/HCA Healthcare Corporation
2. Name of person relying on exemption: SEIU Pension Funds
3. Address of person relying on exemption: 1313 L. Street,
N.W., Washington, D.C. 20005
4. Written materials. Attached are written material which may
be for submission pursuant to Rule 14a-6(g)(1) [section 240.14a-
6(g)(1)].
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Columbia/HCA Shareholder Alert
Three reasons to vote for elimination of Columbia/HCA's poison
pill by voting for item number 3 on the company's proxy card.
1) Many experts agree that poison pills [so-called "rights
agreements"] dilute shareholder value:
"The ISS Proxy Voting Manual published by Bethesda
Maryland-based Institutional Shareholder Services, a proxy
advisory firm, cites studies by researchers at the University of
Washington, Ohio State University and the University of Florida
that all reach the same overarching conclusion: poison pills tend
to be detrimental to a company's stock price." (CFO Magazine,
March 1996).
2) Shareholders are winning the fight against poison pills:
Anti-poison pill resolutions won support from an average of
53% of shareholders covered in a 1996 proxy season survey. They
are the only class of shareholder resolutions to average better
than 50%. (Investor Responsibility Research Center, "Summary of
1996 U.S. Shareholder Resolutions," November 12, 1996)
3) Shareholders should have the right to decide on this
potentially costly anti-takeover protection:
Columbia/HCA's Board of Directors adopted the company's
"pill" without consulting shareholders. If the Board really
believes we need this costly type of anti-takeover protection,
they should put it to a vote of all shareholders.
We will vote our 150,000 Columbia/HCA shares for the "Stockholder
proposal related to the company's amended and restated rights
agreement." We urge you to do the same.
An important reminder: if you've already given management your
proxy to vote against the resolution, you can withdraw it at any
time. To change your vote, simply fill out a new proxy card and
return it before the May 15th shareholder meeting.
A message from the National Industry Pension Fund of the Service
Employees International Union (SEIU), 1343 L Street NW,
Washington, DC 20005, phone number 800-458-1010. SEIU is
collective bargaining agent for some company employees, and is
involved in organizing others.
