-----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, RniDjmpkwOeIyGQSGUNDZrA80uueVhh5NDt29Q/UcD3gf1qIlEaJPZDcFN7xJ6BR yS3g1zFz2AV8lvfG9ojSOA== 0000912057-94-001451.txt : 19940426 0000912057-94-001451.hdr.sgml : 19940426 ACCESSION NUMBER: 0000912057-94-001451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: 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: 001-11239 FILM NUMBER: 94524096 BUSINESS ADDRESS: STREET 1: 201 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202- BUSINESS PHONE: (502)-572-2000 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 8K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 APRIL 20, 1994 (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.)
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. Shelf Underwriting Agreement dated April 20, 1994, by and among Columbia/HCA Healthcare Corporation and Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities Inc., as Underwriters. 4.1 Form of 8.36% Debenture Due April 15, 2024. 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 thereunto duly authorized. COLUMBIA/HCA HEALTHCARE CORPORATION (Registrant) By: /s/ STEPHEN T. BRAUN ----------------------------------- Stephen T. Braun, Senior Vice President and General Counsel Date: April 25, 1994 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY NO. EXHIBIT NUMBERED PAGES - --------- ---------------------------------------------------------------------------------------- --------------- 1. Shelf Underwriting Agreement dated April 20, 1994, by and among Columbia/ HCA Healthcare Corporation and Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities Inc., as Underwriters. 4.1 Form of 8.36% Debenture Due April 15, 2024.
EX-1 2 EXHIBIT 1 SHELF UA SHELF UNDERWRITING AGREEMENT April 20, 1994 Columbia/HCA Healthcare Corporation 201 West Main Street Louisville, Kentucky 40202 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 8.36% Debentures due April 15, 2024 (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 99.35% of the principal amount of the Debentures.
PRINCIPAL AMOUNT OF DEBENTURES ---------------- Morgan Stanley & Co. Incorporated........................................... $ 37,500,000 Donaldson, Lufkin & Jenrette Securities Corporation......................... 37,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................... 37,500,000 J.P. Morgan Securities Inc.................................................. 37,500,000 ---------------- Total..................................................................... $ 150,000,000 ---------------- ----------------
The Underwriters will pay for the Offered Securities upon delivery thereof at the offices of Morgan Stanley & Co. Incorporated or through the facilities of the Depository Trust Company at 9:00 a.m. (New York time) on April 27, 1994. 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 22, 1993, and the Prospectus Supplement dated April 20, 1994, including the following: Public Offering Price: 100% of principal amount Put Price to Public: 90.95% of principal amount Purchase Price: 99.35% of principal amount Maturity Date: April 15, 2024 Put Date: April 15, 2004 Interest Rate: 8.36% Redemption Provisions: Not redeemable prior to maturity Interest Payment Dates: April 15 and October 15, commencing October 15, 1994. Interest accrues from April 15, 1994 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, MORGAN STANLEY & CO. INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. By: MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of itself and the several Underwriters named herein By: ______________________________________ Name: ____________________________________ Title: ___________________________________ Accepted: COLUMBIA/HCA HEALTHCARE CORPORATION By: _____________________________ Name: ___________________________ Title: __________________________ 2 EX-4 3 EXHIBIT 4 8.36% NOTE COLUMBIA/HCA HEALTHCARE CORPORATION No. 8.36% DEBENTURE DUE APRIL 15, 2024 Cusip No. 197677AC1 Registered Owner:
COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware corporation (hereinafter called the "Company", which term includes any successor thereto under the Indenture hereinafter referred to) for value received, hereby promises to pay to the registered owner identified above or registered assigns, the principal sum specified above, on April 15, 2024, and to pay interest on said principal sum, semi-annually on April 15 and October 15 of each year, commencing October 15, 1994, at the rate of 8.36% per annum from the April 15 or October 15, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid or duly provided for on the Debentures, in which case from April 15, 1994, until the principal thereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after a Regular Record Date (which shall be the close of business on April 1 or October 1, as the case may be,next preceding an Interest Payment Date) and before the next succeeding Interest Payment Date, this Debenture shall bear interest from such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Debenture shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Debentures, from April 15, 1994. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the Regular Record Date for such Interest Payment Date. The principal of and interest on this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, COLUMBIA/HCA HEALTHCARE CORPORATION has caused this Debenture to be signed, manually or by facsimile, by its Chairman of the Board, its President or one of its Vice Presidents and to be attested to by its Secretary or one of its Assistant Secretaries, and its corporate seal to be printed, engraved or otherwise reproduced hereon, by facsimile or otherwise. Dated: COLUMBIA/HCA HEALTHCARE CORPORATION By: Title: PRESIDENT TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities issued under the within- mentioned Indenture. THE FIRST NATIONAL BANK OF CHICAGO, Trustee, Attest By: By: Authorized Officer Title: SECRETARY
COLUMBIA/HCA HEALTHCARE CORPORATION 8.36% DEBENTURE DUE APRIL 15, 2024 This Debenture is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (herein called the "Securities") of a series herein specified, all issued and to be issued under an Indenture dated as of December 15, 1993 (herein called the "Indenture"), between the Company, and The First National Bank of Chicago, as Trustee (herein called the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. 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 (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series of Debentures of the Company designated as its 8.36% Debenture due April 15, 2024 (herein called the "Debentures"), limited in aggregate principal amount to $150,000,000. The Debentures may not be redeemed by the Company prior to April 15, 2024. This Debenture may be redeemed on April 15, 2004 at the option of the holder hereof at 90.95% of the principal amount together with interest payable to the redemption date. In order for this Debenture to be redeemed, the Company must receive at its office or agency in New York, New York, during the period from and including February 15, 2004 to and including March 15, 2004, this Debenture duly executed below. Any such notice received by the Company during the period from and including February 15, 2004 to and including March 15, 2004 shall be irrevocable. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture may be registered in the Security Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Trustee in the Borough of Manhattan, the City and State of New York, duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of the same series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only as registered Debentures without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, and subject to certain limitations therein set forth, this Debenture is exchangeable for a like aggregate principal amount of Debentures of different authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. 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 any series under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture. The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Debenture, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such of the Company, or of any successor corporation, either directly or through the Company or such successor corporation, whether by virtue of any constitution or statute or rule of law, or by the enforcement of any assessment or penalty or otherwise. It is expressly understood and agreed that the Indenture and this Debenture are solely corporate obligations; that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors of the Company, or of any successor corporation, or any of them, because of the creation of indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in this Debenture, or implied therefrom; and that any and all such personal liability of every such incorporator, stockholder, officer or director is hereby expressly waived as a condition of, and as a consideration for, the execution of the Indenture and the issue of this Debenture. The Indenture and the Debentures shall be governed by and constituted in accordance with the laws of the State of New York. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN -- as joint tenants with right of IRA -- Individual Retirement Account survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list. OPTION TO REQUIRE REDEMPTION ON APRIL 15, 2004 If you wish to have this Debenture redeemed by the Company, check this box: / / If you wish to have a portion of this Debenture redeemed by the Company, state the amount: $ __________ ____________________ ____________________________________ Dated Notice: The signature must correspond with the name as written upon the face of the certificate in every particular without alteration or any change whatever. ____________________________________ Signature witnessed by: ASSIGNMENT Please insert social security or other identifying number of assignee FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) ________________________________________________________________________________ ________________________________________________________________________________ ____________________________________ DOLLARS ($__________________) in principal amount of the Debenture(s) represented by the within certificate, and does hereby irrevocably constitute and appoint ____________________________________ Attorney to transfer the said Debenture(s) on the books of the within named Company with full power of substitution in the premises. - ------------------------------------------------------------ Dated Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature witnessed by:
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