<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
COLUMBIA/HCA HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2497104
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(Address of Principal Executive Offices, Zip Code)
-------------------------
COLUMBIA/HCA HEALTHCARE CORPORATION
OUTSIDE DIRECTOR STOCK AND
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
JOHN M. FRANCK II
CORPORATE SECRETARY
COLUMBIA/HCA HEALTHCARE CORPORATION
ONE PARK PLAZA
NASHVILLE, TENNESSEE 37203
(615) 344-9551
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value........ 500,000 shares $ 22.625 $11,312,500 $ 3,145
</TABLE>
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- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange on June 25, 1999, as reported by The
Wall Street Journal.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") has been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such document:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") for the year ended December 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1999 and Current Reports on Form 8-K dated February 23,
1999, April 21, 1999 and May 11, 1999.
(c) The description of the Registrant's Common Stock, $.01 par value,
contained in the Registrant's registration statement filed on Form 8-A
dated August 31, 1993 pursuant to the Exchange Act, including any
amendments or reports filed for the purpose of updating such description
("Common Stock").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing. Any statement contained in
a document incorporated by reference herein or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of the
Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.
3
<PAGE> 4
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law, as the same exists
or may hereafter be amended, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the statute
are that the provision may not eliminate or limit a director's liability (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit.
The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its Restated
Certificate of Incorporation. In addition, directors and officers are insured,
at the Registrant's expense, against certain liabilities that might arise out of
their employment and are not subject to indemnification under the Restated
Certificate of Incorporation.
The foregoing summaries are necessarily subject to the complete text of the
statutes, Restated Certificate of Incorporation and agreements referred to above
and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
<TABLE>
<C> <C> <S>
4.1 -- Specimen Certificate for shares of Common Stock, par value
$.01 per share, of the Registrant (filed as Exhibit 4.1 to
the Registrant's Form SE to Form 10-K for the fiscal year
ended December 31, 1993).*
</TABLE>
4
<PAGE> 5
<TABLE>
<C> <C> <S>
4.2 -- Registration Rights Agreement between the Registrant and The
1818 Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).*
4.3 -- Securities Purchase Agreement by and between the Registrant
and The 1818 Fund, L.P. dated as of March 18, 1991 (filed as
Exhibit 4.6 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990).*
4.4 -- Warrant to purchase shares of Common Stock, par value $.01
per share, of the Registrant (filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990).*
4.5 -- Registration Rights Agreement dated as of March 16, 1989, by
and among HCA-Hospital Corporation of America and the
persons listed on the signature pages thereto (filed as
Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E- 3
filed by HCA-Hospital Corporation of America, Hospital
Corporation of America and The HCA Profit Sharing Plan on
March 22, 1989).*
4.6 -- Assignment and Assumption Agreement dated as of February 10,
1994, between HCA-Hospital Corporation of America and the
Registrant relating to the Registration Rights Agreement, as
amended (filed as Exhibit 4.7 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993).*
4.7(a) -- $2 Billion Credit Agreement dated as of February 10, 1994
(the "Credit Facility") among the Registrant, the Several
Banks and Other Financial Institutions, and Chemical Bank as
Agent and as CAF Loan Agent (filed as Exhibit 4.10 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993).*
4.7(b) -- Agreement and Amendment to the Credit Facility dated as of
September 26, 1994 (filed as Exhibit 4.10 to the
Registrant's Registration Statement on Form S-4 (File No.
33-56803)).*
4.7(c) -- Agreement and Amendment to the Credit Facility dated as of
February 28, 1996 (filed as Exhibit 4.10(c) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995).*
4.7(d) -- Agreement and Amendment to the Credit Facility dated as of
February 26, 1997 (filed as Exhibit 4.10(d) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).*
4.7(e) -- Agreement and Amendment to the Credit Facility dated as of
June 17, 1997 (filed as Exhibit 10(d) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997).*
4.7(f) -- Second Amendment to the Credit Facility dated as of February
3, 1998 (filed as Exhibit 4.10(f) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997).*
4.7(g) -- Third Amendment to the Credit Facility dated as of March 26,
1998 (filed as Exhibit 4.10(g) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997.*
4.7(h) -- Fourth Amendment to the Credit Facility dated as of July 10,
1998 (filed as Exhibit 10(b) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1998).*
</TABLE>
5
<PAGE> 6
<TABLE>
<C> <C> <S>
4.7(i) -- Fifth Amendment to the Credit Facility dated as of March 30,
1999 (filed as Exhibit 10(c) to the Registrant's Quarterly
Report of Form 10-Q for the fiscal quarter ended March 31,
1999).*
4.8 -- Indenture dated as of December 15, 1993 between the
Registrant and The First National Bank of Chicago, as
Trustee (filed as Exhibit 4.11 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993).*
4.9(a) -- $1 Billion Credit Agreement dated as of July 10, 1998 among
the Registrant, The Several Banks and Other Financial
Institutions and NationsBank, N.A. as Documentation Agent,
The Bank of Nova Scotia and Deutsche Bank Securities, as
Co-Syndication Agents and The Chase Manhattan Bank, as Agent
(filed as Exhibit 10(c) to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1998).*
4.9(b) -- First Amendment to the July 1998 $1 Billion Agreement dated
as of March 30, 1999 (filed as Exhibit 10(b) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999).*
4.10 -- $1,000,000 Credit Agreement dated as of March 30, 1999 among
the Registrant, The Several Banks and Other Financial
Institutions, Chase Securities Inc., as Lead Arranger and
Sole Book Manager, NationsBank, N.A., as Documentation
Agent, The Bank of New York, The Bank of Nova Scotia, and
Toronto-Dominion (Texas), Inc., as Co-Syndication Agents,
Deutsche Bank AG New York Branch and/or Cayman Islands
Branch and Fleet National Bank, as Co-Agents, SunTrust Bank,
Nashville, N.A. and Wachovia Bank, N.A., as Lead Managers
and The Chase Manhattan Bank, as Administrative Agent (filed
as Exhibit 10(a) to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1999).*
23.1 -- Consent of Ernst & Young LLP, independent auditors.
</TABLE>
- -------------------------
* Incorporated by reference.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each
6
<PAGE> 7
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on July 2, 1999.
COLUMBIA/HCA HEALTHCARE CORPORATION
/s/ JOHN M. FRANCK II
--------------------------------------
By: John M. Franck II
Corporate Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Franck II, R. Milton Johnson and Robert
A. Waterman, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform such and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<C> <S> <C>
/s/ THOMAS F. FRIST, JR., M.D. Chairman and Chief July 1, 1999
- --------------------------------------------- Executive Officer
Thomas F. Frist, Jr., M.D. (Principal Executive
Officer)
/s/ DAVID G. ANDERSON Vice President Finance July 1, 1999
- --------------------------------------------- and Treasurer
David G. Anderson (Principal Financial
Officer)
/s/ R. MILTON JOHNSON Vice President and July 1, 1999
- --------------------------------------------- Controller
R. Milton Johnson (Principal Accounting
Officer)
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<C> <S> <C>
/s/ MAGDALENA H. AVERHOFF, M.D. Director June 30, 1999
- ---------------------------------------------
Magdalena H. Averhoff, M.D.
/s/ J. MICHAEL COOK Director June 29, 1999
- ---------------------------------------------
J. Michael Cook
/s/ MARTIN FELDSTEIN Director July 1, 1999
- ---------------------------------------------
Martin Feldstein
/s/ FREDERICK W. GLUCK Director June 29, 1999
- ---------------------------------------------
Frederick W. Gluck
/s/ T. MICHAEL LONG Director June 30, 1999
- ---------------------------------------------
T. Michael Long
/s/ JOHN H. MCARTHUR Director June 30, 1999
- ---------------------------------------------
John H. McArthur
/s/ R. CLAYTON MCWHORTER Director June 30, 1999
- ---------------------------------------------
R. Clayton McWhorter
/s/ THOMAS S. MURPHY Director June 30, 1999
- ---------------------------------------------
Thomas S. Murphy
/s/ KENT C. NELSON Director June 30, 1999
- ---------------------------------------------
Kent C. Nelson
/s/ CARL E. REICHARDT Director June 30, 1999
- ---------------------------------------------
Carl E. Reichardt
/s/ FRANK S. ROYAL, M.D. Director June 30, 1999
- ---------------------------------------------
Frank S. Royal, M.D.
</TABLE>
9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <C> <S>
4.1 -- Specimen Certificate for shares of Common Stock, par value
$.01 per share, of the Registrant (filed as Exhibit 4.1 to
the Registrant's Form SE to Form 10-K for the fiscal year
ended December 31, 1993).*
4.2 -- Registration Rights Agreement between the Registrant and The
1818 Fund, L.P. dated March 18, 1991 (filed as Exhibit 4.5
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).*
4.3 -- Securities Purchase Agreement by and between the Registrant
and The 1818 Fund, L.P. dated as of March 18, 1991 (filed as
Exhibit 4.6 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990).*
4.4 -- Warrant to purchase shares of Common Stock, par value $.01
per share, of the Registrant (filed as Exhibit 4.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990).*
4.5 -- Registration Rights Agreement dated as of March 16, 1989, by
and among HCA-Hospital Corporation of America and the
persons listed on the signature pages thereto (filed as
Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3
filed by HCA-Hospital Corporation of America, Hospital
Corporation of America and The HCA Profit Sharing Plan on
March 22, 1989).*
4.6 -- Assignment and Assumption Agreement dated as of February 10,
1994, between HCA-Hospital Corporation of America and the
Registrant relating to the Registration Rights Agreement, as
amended (filed as Exhibit 4.7 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993).*
4.7(a) -- $2 Billion Credit Agreement dated as of February 10, 1994
(the "Credit Facility") among the Registrant, the Several
Banks and Other Financial Institutions, and Chemical Bank as
Agent and as CAF Loan Agent (filed as Exhibit 4.10 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993).*
4.7(b) -- Agreement and Amendment to the Credit Facility dated as of
September 26, 1994 (filed as Exhibit 4.10 to the
Registrant's Registration Statement on Form S-4 (File No.
33-56803)).*
4.7(c) -- Agreement and Amendment to the Credit Facility dated as of
February 28, 1996 (filed as Exhibit 4.10(c) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995).*
4.7(d) -- Agreement and Amendment to the Credit Facility dated as of
February 26, 1997 (filed as Exhibit 4.10(d) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).*
4.7(e) -- Agreement and Amendment to the Credit Facility dated as of
June 17, 1997 (filed as Exhibit 10(d) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997).*
4.7(f) -- Second Amendment to the Credit Facility dated as of February
3, 1998 (filed as Exhibit 4.10(f) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997).*
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <C> <S>
4.7(g) -- Third Amendment to the Credit Facility dated as of March 26,
1998 (filed as Exhibit 4.10(g) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997.*
4.7(h) -- Fourth Amendment to the Credit Facility dated as of July 10,
1998 (filed as Exhibit 10(b) to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1998).*
4.7(i) -- Fifth Amendment to the Credit Facility dated as of March 30,
1999 (filed as Exhibit 10(c) to the Registrant's Quarterly
Report of Form 10-Q for the fiscal quarter ended March 31,
1999).*
4.8 -- Indenture dated as of December 15, 1993 between the
Registrant and The First National Bank of Chicago, as
Trustee (filed as Exhibit 4.11 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993).*
4.9(a) -- $1 Billion Credit Agreement dated as of July 10, 1998 among
the Registrant, The Several Banks and Other Financial
Institutions and NationsBank, N.A. as Documentation Agent,
The Bank of Nova Scotia and Deutsche Bank Securities, as
Co-Syndication Agents and The Chase Manhattan Bank, as Agent
(filed as Exhibit 10(c) to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1998).*
4.9(b) -- First Amendment to the July 1998 $1 Billion Agreement dated
as of March 30, 1999 (filed as Exhibit 10(b) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999).*
4.10 -- $1,000,000 Credit Agreement dated as of March 30, 1999 among
the Registrant, The Several Banks and Other Financial
Institutions, Chase Securities Inc., as Lead Arranger and
Sole Book Manager, NationsBank, N.A., as Documentation
Agent, The Bank of New York, The Bank of Nova Scotia, and
Toronto-Dominion (Texas), Inc., as Co-Syndication Agents,
Deutsche Bank AG New York Branch and/or Cayman Islands
Branch and Fleet National Bank, as Co-Agents, SunTrust Bank,
Nashville, N.A. and Wachovia Bank, N.A., as Lead Managers
and The Chase Manhattan Bank, as Administrative Agent (filed
as Exhibit 10(a) to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1999).*
23.1 -- Consent of Ernst & Young LLP, independent auditors.
</TABLE>
- -------------------------
* Incorporated by reference.
11
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Columbia/HCA Healthcare Corporation Outside Director
Stock and Incentive Compensation Plan, of our report dated February 19, 1999,
with respect to the consolidated financial statements of Columbia/HCA Healthcare
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Nashville, Tennessee
June 29, 1999
