-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UeMe4UJ9KlDfOFQOl1h8XlrEahup1O+sxw8/kg7DxqHjyMOtZxVa6rFTz5Eh7nsE sm0oQqag+LRirqaMXcoSIg== 0000899243-95-000850.txt : 19951211 0000899243-95-000850.hdr.sgml : 19951211 ACCESSION NUMBER: 0000899243-95-000850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951208 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-58919 FILM NUMBER: 95600146 BUSINESS ADDRESS: STREET 1: 201 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202- BUSINESS PHONE: (502)-572- FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HOSPITAL CORP DATE OF NAME CHANGE: 19930328 8-K 1 FORM 8-K ================================================================================ 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): DECEMBER 5, 1995 ----------------- COLUMBIA/HCA HEALTHCARE CORPORATION ----------------------------------- (Exact name of registrant as specified in its charter)
DELAWARE 1-11239 75-2497104 - -------------------------------------- -------------- ------------------ (State or other jurisdiction of (Commission (IRS Employer incorporation) File Identification No.) Number) ONE PARK PLAZA, NASHVILLE, TENNESSEE 37203 - -------------------------------------- ------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 327-9551 -------------- (NOT APPLICABLE) ---------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS ------------ The Registrant files herewith those exhibits listed in Item 7(c) below. ITEM 7(C). EXHIBITS -------- The following exhibits are furnished in accordance with Item 601 of Regulation S-K. 1.1 Shelf Underwriting Agreement, dated December 5, 1995, among Columbia/HCA Healthcare Corporation and Salomon Brothers Inc, CS First Boston Corporation and J.P. Morgan Securities Inc., as Managers. 4.1 Form of 7.05% Debenture due 2027. 2 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: December 7, 1995 By: /s/ STEPHEN T. BRAUN -------------------------- Stephen T. Braun Senior Vice President and General Counsel 3 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY No. EXHIBIT NUMBERED PAGE - --------- ------------------------------------------------------ ------------- 1.1 Shelf Underwriting Agreement, dated December 5, 1995, among Columbia/HCA Healthcare Corporation and Salomon Brothers Inc, CS First Boston Corporation and J.P. Morgan Securities Inc., as Managers. 4.1 Form of 7.05% Debenture due 2027.
4 EX-1.1 2 SHELF UNDERWRITING AGREEMENT EXHIBIT 1.1 SHELF UNDERWRITING AGREEMENT ___________ 7.05% Debentures due 2027 ___________ December 5, 1995 Columbia/HCA Healthcare Corporation One Park Plaza Nashville, Tennessee 37203 Dear Sirs: We (the "Managers") 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 $150,000,000 aggregate principal amount of its 7.05% Debentures due December 1, 2027 (the "Debentures"). The Debentures 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 Debentures set forth below opposite their names at a purchase price of 99.125% of the principal amount of the Debentures.
PRINCIPAL AMOUNT OF DEBENTURES ------------- Salomon Brothers Inc............ $ 45,000,000 CS First Boston Corporation..... 45,000,000 J.P. Morgan Securities Inc...... 45,000,000 ABN AMRO Securities (USA) Inc... 5,000,000 Dean Witter Reynolds Inc........ 5,000,000 Furman Selz Incorporated........ 5,000,000 ------------ Total...................... $150,000,000 ============
The Underwriters will pay for the Offered Securities upon delivery thereof at the offices of Salomon Brothers Inc or through the facilities of The Depository Trust Company at 9:00 a.m. (New York time) on December 8, 1995, in immediately available funds. 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 December 5, 1995, including the following: Public Offering Price: 100% of principal amount Purchase Price: 99.125% of principal amount Maturity Date: December 1, 2027 Interest Rate: 7.05% Redemption Provisions: Not redeemable by the Company prior to maturity Interest Payment Dates: June 1 and December 1, commencing June 1, 1996. Interest accrues from December 8, 1995 Current Ratings: Standard & Poor's Corporation -- BBB+ 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. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, SALOMON BROTHERS INC CS FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. By: SALOMON BROTHERS INC Acting severally on behalf of itself and the several Underwriters named herein By: _________________________________________ Name:________________________________________ Title:_______________________________________ Accepted: COLUMBIA/HCA HEALTHCARE CORPORATION By:__________________________________ David G. Anderson Vice President of Finance of Columbia/HCA Healthcare Corporation EX-4.1 3 FORM OF 7.05% DEBENTURE DUE 2027 EXHIBIT 4.1 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. R3 Principal Amount COLUMBIA/HCA HEALTHCARE CORPORATION $150,000,000 7.05% DEBENTURE DUE DECEMBER 1, 2027 GLOBAL DEBENTURE Cusip 197677AJ6 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 One Hundred Fifty Million Dollars ($150,000,000), on December 1, 2027 (the "Maturity Date") and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on June 1 and December 1 ("Interest Payment Date") in each year, beginning on June 1, 1996, and at the Maturity Date specified above on said principal amount, at the rate of 7.05% per annum, from December 8, 1995 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 Debenture is registered at the close of business on the fifteenth day of the month immediately preceding the month in which such interest payment is due (a "Regular Record Date"), next preceding such Interest 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 Debenture is registered at the close of business on a Special Record Date for the payment of such defaulted interest established by notice to the registered holders of Debentures not less than ten days preceding such Special Record Date. In any case where the date for any payment on the Debentures 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 Debenture 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 Debenture 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 Debenture is a Global Security representing the entire principal amount of a series of Securities designated "7.05% Debentures due December 1, 2027" (hereincalled the "Debentures") issued under the Indenture. Unless otherwise provided herein, all terms used in this Global Debenture, which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Debentures do not have a sinking fund. The Debentures may not be redeemed by the Company prior to maturity. In case an Event of Default with respect to the Debentures 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 2 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 Debentures then Outstanding. 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 Debentures 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 Debenture or of the Indenture (including the Company's right to defease and discharge the Debentures 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 Debenture at the place, at the respective times, at the rate and in the coin or currency herein prescribed. This Global Debenture 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 Debenture 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 Debentures. To the extent that this Global Debenture is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Debentures registered in such names as the Depositary shall direct. Except as provided in the immediately preceding paragraph, this Global Debenture 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 Debenture, 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 Debenture (whether or not this Global Debenture shall be overdue and notwithstanding any notation of ownership or other writing 3 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 Debenture. 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 Debenture 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 Debenture, 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 Debenture 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 Debenture, this Global Debenture 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 Debenture shall be governed by and construed in accordance with the laws of the State of New York. This Global Debenture 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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of December 8, 1995 COLUMBIA/HCA HEALTHCARE CORPORATION By:_________________________________ Title: President ______________________________ Attest:_____________________________ Title: Secretary ______________________________ 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:_________________________________ 5 -----END PRIVACY-ENHANCED MESSAGE-----