<PAGE>
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 May 27, 1998
(Date of Earliest Event Reported)
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State of Incorporation)
001-11239 75-2497104
(Commission (I.R.S. Employer
File Number) Identification No.)
One Park Plaza, Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(615) 344-9551
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 19, 1998, Columbia/HCA Healthcare Corporation (the "Company")
announced that it had agreed to sell 22 hospitals and certain related facilities
to a consortium of not-for-profit entities and public authorities for an
aggregate sale price of approximately $1.2 billion. The hospitals are part of
Columbia's Atlantic Group which the Company previously announced plans to
divest.
A copy of the press release issued by the Company, dated May 19, 1998,
has been filed with this Form 8-K as Exhibit 20, and is incorporated herein by
reference.
ITEM 7. EXHIBIT
Exhibit 20 Copy of press release and facility summary dated
May 19, 1998 relating to the sale of 22 hospitals.
SIGNATURE
Pursuant to the requirements of the Securities and 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
/s/ JOHN M. FRANCK II
- -----------------------------------------
John M. Franck II
Corporate Secretary
DATED: May 27, 1998
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EXHIBIT 20
COLUMBIA/HCA NEWS
- ------------
HEALTHCARE CORPORATION FOR IMMEDIATE RELEASE
COLUMBIA/HCA INVESTOR CONTACT: CONSORTIUM CONTACT:
Mark Kimbrough Arda Nazerian
615/344-2688 Salomon Smith Barney
212/816-8572
COLUMBIA/HCA MEDIA CONTACT:
Jeff Prescott
615/344-6708
COLUMBIA/HCA TO SELL HOSPITALS
TO NOT-FOR-PROFIT CONSORTIUM FOR $1.2 BILLION
NASHVILLE, TENNESSEE, MAY 19, 1998--Columbia/HCA Healthcare Corporation
(NYSE: COL) today announced that it had agreed to sell 22 hospitals and certain
related facilities to a consortium of not-for-profit entities and public
authorities (Consortium) for an aggregate sale price of approximately $1.2
billion. The hospitals are part of Columbia/HCA's Atlantic Group which the
Company previously announced plans to divest.
The Consortium is comprised of: Alliant Health System, Louisville, Kentucky;
Baptist Health, Montgomery, Alabama; Duke University Health System, Durham,
North Carolina; Eliza Coffee Memorial Hospital, Florence, Alabama; Johnson City
Medical Center Hospital, Johnson City, Tennessee; New Hanover Regional Medical
Center, Wilmington, North Carolina; Novant Health, Winston-Salem, North
Carolina; and Pitt County Memorial Hospital, Greenville, North Carolina.
Columbia/HCA Chairman and CEO, Thomas F. Frist, Jr. M.D., stated, "This
move is the right thing to do for these communities. It is also another positive
step forward in completion of the Company's strategic reorganization."
"This transaction is the largest purchase ever by not-for-profit health
care organizations of hospitals and facilities," said David Cyganowski and Fred
Hessler, co-heads of the Health Care Finance Group at Salomon Smith Barney. "We
are pleased to have brought together the Consortium members with Columbia/HCA."
While the transaction was negotiated jointly, Columbia/HCA has entered into
separate purchase agreements with each member of the Consortium. In general,
each of the Consortium members is an independent purchaser with no shared
liabilities among the group. However, Columbia/HCA maintains the right not to
complete the transactions unless and until the conditions to consummate a
substantial majority of the facilities have been satisfied.
<PAGE>
The transaction is not contingent upon financing conditions. However, the
transaction is subject to customary conditions, including state regulatory,
antitrust and certain other approvals. The transactions are expected to be
completed in the third quarter.
Goldman, Sachs & Co. is acting as financial advisor to Columbia/HCA. Salomon
Smith Barney is acting as financial advisor to the Consortium.
###
The above statements may include forward-looking statements based on current
management expectations. Numerous factors exist which may cause results to
differ from these expectations. Many of the factors that will determine the
Company's future results are beyond the ability of the Company to control or
predict. These statements are subject to risks and uncertainties and, therefore,
actual results may differ materially. The reader should not rely on any
forward-looking statement. The Company undertakes no obligation to update any
forward-looking statements whether as a result of new information, future events
or otherwise. The information involves risks and uncertainties as detailed from
time to time in the Company's filings with the Securities and Exchange
Commission.
All references to "Company" and "Columbia/HCA" as used throughout this
document refer to Columbia/HCA Healthcare Corporation and its affiliates.
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MAY 1998
FACILITY SUMMARY
<TABLE>
<CAPTION>
===========================================================================================
BUYER FACILITY CITY/STATE
===========================================================================================
<S> <C> <C>
New Hanover Regional Medical Center Brunswick Hospital Supply, NC
Cape Fear Memorial Wilmington, NC
Novant Health Presbyterian Orthopedic Hospital* Charlotte, NC
Pitt County Memorial Hospital Heritage Hospital Tarboro, NC
Alliant Health System Audubon Hospital Louisville, KY
Southwest Hospital Louisville, KY
Spring View Hospital Lebanon, KY
Suburban Hospital Louisville, KY
Eliza Coffee Memorial Hospital Medical Center Shoals Muscle Shoals, AL
Northwest Medical Center Russellville, AL
Florence Hospital Florence, AL
Baptist Health East Montgomery Medical Center Montgomery, AL
Four Rivers Medical Center Selma, AL
Montgomery Regional Medical Montgomery, AL
Center
Northridge Medical Center Prattville, AL
**Montgomery Surgery Center Montgomery, AL
Johnson City Medical Center Hospital Johnson City Specialty Hospital Johnson City, TN
Northside Hospital Johnson City, TN
Indian Path Medical Center Kingsport, TN
Indian Path Pavilion Kingsport, TN
Sycamore Shoals Hospital Elizabethton, TN
NE TN Rehabilitation Hospital Johnson City, TN
Duke University Health System Raleigh Community Hospital Raleigh, NC
</TABLE>
*Novant currently owns 50% of Presbyterian Orthopedic Hospital;
non-consolidating joint venture
**Ambulatory Surgery Center
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