-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Hqsg2xdzFdwwysO2a+8yZXhg0riRsaCskYrve2fbESZxzIjPv/qN0EQepgGnEkoh Ds6+YOts0i9QT7nCVGaSVA== 0000826490-94-000013.txt : 19941018 0000826490-94-000013.hdr.sgml : 19941018 ACCESSION NUMBER: 0000826490-94-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941004 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19941012 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHTRUST INC THE HOSPITAL CO CENTRAL INDEX KEY: 0000826490 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 621234332 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10915 FILM NUMBER: 94552413 BUSINESS ADDRESS: STREET 1: 4525 HARDING RD CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6153834444 8-K 1 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): October 4, 1994 HEALTHTRUST, INC. - THE HOSPITAL COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10915 62-1234332 (Commission File Number) (IRS Employer Identification No.) 4525 Harding Road, Nashville, Tennessee 37205 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (615) 383-4444 None (Former name or former address, if changed since last report) Item 5. Other Events. On October 4, 1994, Healthtrust, Inc. - The Hospital Company ("Registrant"), Columbia/HCA Healthcare Corporation ("Columbia") and COL Acquisition Corporation, a wholly owned subsidiary of Columbia ("Merger Sub"), entered into an Agreement and Plan of Merger dated as of October 4, 1994 (the "Merger Agreement") pursuant to which Merger Sub will merge with and into the Registrant, and the Registrant will survive as a wholly owned subsidiary of Columbia (the "Merger"). Upon the effectiveness of the Merger, each share of outstanding common stock of the Registrant will be converted into the right to receive 0.88 of a share of the common stock of Columbia. Consummation of the Merger is subject to certain conditions, including, among others, approval by the shareholders of the Registrant and Columbia and the expiration or termination of the applicable waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976. A copy of the joint press release of the Registrant and Columbia, dated October 4, 1994, relating to the execution of the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Joint press release of the Registrant and Columbia, dated October 4, 1994. 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. HEALTHTRUST, INC. - THE HOSPITAL COMPANY By /s/ Philip D. Wheeler Name: Philip D. Wheeler Title: Senior Vice President Date: October 12, 1994 EXHIBIT INDEX No. Description 99.1 Joint press release of the Registrant and Columbia, dated October 4, 1994. COLUMBIA/HCA HEALTHCARE HEALTHTRUST, INC.: CORPORATION: Investor Contact: Investor Contact: Victor L. Campbell Merilyn H. Herbert 502/572-2111 615/298-6261 615/320-2053 Media Contact: Media Contact: Lindy B. Richardson Paula Lovell 502/572-2153 615/297-7766 COLUMBIA/HCA HEALTHCARE CORPORATION AND HEALTHTRUST, INC. ANNOUNCE PLANNED MERGER TO CREATE $15 BILLION COMPANY LOUISVILLE, Ky., and NASHVILLE, Tenn., Oct. 4, 1994 - In a merger creating a $15 billion healthcare provider, Columbia/HCA Healthcare Corporation (NYSE:COL) and HealthTrust, Inc. - The Hospital Company (NYSE:HTI) today jointly announced the signing of a definitive agreement to merge in a tax-free, stock-for- stock transaction. Under the terms of the merger agreement approved today by the boards of both companies, HTI shareholders would receive 0.88 of a share of Columbia common stock in exchange for each HTI share held. Following the merger, there will be approximately 452 million shares of Columbia common stock outstanding. It is anticipated that the proposed merger will be tax-free to HTI shareholders and accounted for as a pooling- of-interests. After the merger, Columbia will own and operate 311 hospitals with approximately 60,000 licensed beds and 125 outpatient centers in 37 states and 2 foreign countries. The combined companies have approximately 170,000 employees and total assets and annual revenues of over $15 billion. The companies anticipate annual savings of approximately $125 million from cost reductions and improved efficiencies resulting from this consolidation. By leveraging their economies of scale and collective strengths and efficiencies, the companies believe they can greatly control healthcare costs while maintaining quality patient care. "We have heard the nation's call to reform, and we are responding to improve the system for patients, physicians and purchasers. Our continued growth is generating dramatic changes in the delivery of healthcare services in this country, and they are changes for the better," said Richard L. Scott, President and Chief Executive Officer of Columbia. "Healthcare historically has been a fragmented industry, lacking accountability and quality standards. As we bring providers together into an integrated system, we can improve quality and efficiency and realize within this industry the benefits that size has created within other American industries," Scott added. R. Clayton McWhorter, HealthTrust's Chairman, President and Chief Executive Officer said, "The combination of these two companies represents a marketplace response to the rapidly changing healthcare environment. This consolidation will enhance our efforts with physicians and managed care organizations as we together seek cost- efficient, quality results." When the merger is consummated, R. Clayton McWhorter will be Chairman of the Board, Thomas F. Frist, Jr., M.D. will be Vice Chairman, Richard L. Scott will be President and Chief Executive Officer, David T. Vandewater will be Chief Operating Officer and David C. Colby will be Chief Financial Officer. Subject to stockholder approval, the combined entity's board of directors will consist of 15 current Columbia directors and 3 of the current HealthTrust directors. It is anticipated that Columbia will continue its existing dividend policy of $0.03 per share per quarter. The transaction is conditioned upon confirmation that the transaction qualifies as a pooling-of-interests, approval by shareholders of both companies, approval under the Hart-Scott- Rodino Antitrust Improvements Act and other customary conditions. Shareholders meetings to vote on the proposed merger transaction are anticipated during the first quarter of 1995. Morgan Stanley & Co. Incorporated is serving as financial advisor to Columbia and has rendered a fairness opinion to the Columbia board of directors. Merrill Lynch & Co. is serving in the same capacity to HealthTrust and has rendered a fairness opinion to HealthTrust's board of directors with respect to the proposed combination. Columbia currently operates 195 hospitals with 44,000 beds and 125 outpatient centers. Columbia provided $700 million in uncompensated patient care and paid $711 million in federal, state and local taxes in 1993. HealthTrust currently operates 116 hospitals with 16,000 beds through which it provides a variety of inpatient and outpatient services. HealthTrust provided $240 million in uncompensated patient care and paid $230 million in taxes in 1993. # # # Columbia/HCA and HealthTrust Hospitals by State State Columbia/HCA HealthTrust Combined Alabama 5 3 8 Alaska 1 0 1 Arizona 2 2 4 Arkansas 1 2 3 California 6 5 11 Colorado 3 0 3 Delaware 1 0 1 Florida 46 10 56 Georgia 15 3 18 Idaho 0 2 2 Illinois 6 0 6 Indiana 1 1 2 Kansas 3 0 3 Kentucky 7 6 13 Louisiana 12 8 20 Mississippi 0 2 2 Missouri 2 1 3 Nevada 1 0 1 New Hampshire 3 0 3 New Mexico 3 0 3 North Carolina 3 3 6 Oklahoma 2 5 7 Oregon 0 2 2 South Carolina 4 3 7 Tennessee 13 13 26 Texas 35 32 67 Utah 2 8 10 Virginia 10 3 13 Washington 0 1 1 West Virginia 5 0 5 Wyoming 0 1 1 London, England 2 0 2 Geneva, Switz. 1 0 1 Totals 195 116 311 -----END PRIVACY-ENHANCED MESSAGE-----