-----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, Ls7Whninl7TEgy1wvzVjo25NkCBB6YQ7YSc43G+q2K0aLhbkgVHzD/HBM3O9oBUq mzinbnbst7E+DFwVfTtToQ== 0000930661-98-000261.txt : 19980209 0000930661-98-000261.hdr.sgml : 19980209 ACCESSION NUMBER: 0000930661-98-000261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980206 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980206 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: SEC FILE NUMBER: 033-64105 FILM NUMBER: 98524556 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153279551 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 CURRENT REPORT 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 February 6, 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) 327-9551 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On February 6, 1998, Columbia/HCA Healthcare Corporation (the "Company" or "Columbia/HCA") announced that the Company anticipates recording significant restructuring and certain other charges in its fourth quarter ended December 31, 1997. The Company also anticipates reporting weaker than expected financial results in the fourth quarter. ITEM 7. EXHIBIT Exhibit 20 Copy of press release dated February 6, 1998 relating to expected fourth quarter restructuring charges and earnings decline. 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: February 6, 1998 EX-20 2 PRESS RELEASE DATED FEBRUARY 6, 1998 EXHIBIT 20 [LOGO OF COLUMBIA/HCA HEALTHCARE CORPORATION APPEARS HERE] NEWS ================================================================================ FOR IMMEDIATE RELEASE Investor Contact: Media Contact: Mark Kimbrough 615/344-2688 Jeff Prescott 615/344-5708 COLUMBIA/HCA EXPECTS FOURTH QUARTER CHARGES AND LOSS FROM OPERATIONS NASHVILLE, TENN., FEBRUARY 6, 1998 -- Columbia/HCA Healthcare Corporation (NYSE:COL) announced today that it anticipates recording significant restructuring and certain other charges in its fourth quarter ended December 31, 1997. The Company also anticipates reporting weaker than expected financial results in the fourth quarter. The after-tax charges are comprised of approximately $750 million of impairment charges relating to assets being closed or divested, approximately $60 million of costs associated with ongoing government investigations and severance costs, and approximately $60 million of charges related to a change in accounting principles. Approximately $450 million of the asset impairment charges relates to anticipated sales of the Company's home health operations and certain business units acquired from Value Health in 1997. The change in accounting principles relates to the Company's method of accounting for start-up costs and resulted in a write-off of the costs capitalized as of January 1, 1997. Including the restructuring, asset impairment and other charges, management anticipates reporting a net loss for the fourth quarter of approximately $1.25 billion to $1.35 billion after-tax, or $1.95 to $2.10 per diluted share. The Company expects a loss from continuing operations for the fourth quarter of approximately $375 million to $425 million after-tax, or $0.60 to $0.70 per diluted share, before restructuring and asset impairment charges. "The second-half of 1997 was a period of tremendous challenge and change for this Company," stated Thomas F. Frist, Jr., M.D., Chairman and Chief Executive Officer. "However, we are confident that we have taken significant steps forward in our efforts to reposition the Company for 1998 and future years. While recognizing that 1998 will entail further challenges, we look forward to the Company experiencing benefits from the recently announced internal reorganization and restructuring plan which became effective January 1, 1998." During the quarter, revenues declined by approximately 10% from the prior year primarily due to a change in the Company's estimates of reserves for discounts and contractual allowances from both managed care and government payers and the impact of recently implemented Medicare reimbursement changes mandated by the Balanced Budget Act of 1997. Also during the quarter, costs incurred were higher than anticipated primarily due to increases in salaries, wages and benefits, other operating expenses and bad debt expense. The Company estimates that same-facility admissions for the quarter increased by approximately one-half of one percent while adjusted admissions, which reflect both inpatient and outpatient volumes, increased by approximately two percent. The Company's financial statements for the year ended December 31, 1997 are currently being audited by Ernst & Young LLP, the Company's independent auditors. It is anticipated that the audit will be completed and the Company's results of operations for the year and fourth quarter will be reported on or about February 13, 1998. Certain of the above information is forward-looking and as such, only reflects the Company's best assessment at this time. Investors are cautioned that forward-looking statements involve risks and uncertainty, that actual results may differ materially from such statements, and that investors should not place undue reliance on such statements. For a discussion of factors that may affect actual results, investors should refer to the Company's filings with the Securities and Exchange Commission. # # # All references to "Company or Columbia/HCA" as used throughout this document refer to Columbia/HCA Healthcare Corporation and its affiliates. 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----