-----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, VTCeyKMIfNHX4U0QfEt1LWDbg6UMDmffQHsxOqWGlcFLxHYAK5RXhkwbokLsb67A C3/MLWr633KRnfbF4w19ng== 0000930661-98-000464.txt : 19980309 0000930661-98-000464.hdr.sgml : 19980309 ACCESSION NUMBER: 0000930661-98-000464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980306 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980306 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: 98559636 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 FORM 8-K (P.E. 03/06/98) 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 March 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) 344-9551 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On March 6, 1998, Columbia/HCA Healthcare Corporation (the "Company") announced that management anticipates that earnings from continuing operations for the first quarter of 1998 are expected to be in the range of $.30 to $.35 per diluted share, before restructuring and investigation costs. After restructuring and investigation costs, and after subtracting results from discontinued operations, earnings are expected to be in the range of $.25 to $.30 per diluted share. A copy of the press release dated March 6, 1998 is attached as Exhibit 20 and incorporated herein by reference. ITEM 7. EXHIBIT Exhibit 20 Copy of press release dated March 6, 1998 relating to first quarter earnings release. 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: March 6, 1998 EX-20 2 PRESS RELEASE DATED 03/06/1998 EXHIBIT 20 [LETTERHEAD OF COLUMBIA/HCA APPEARS HERE] INVESTOR CONTACT: MEDIA CONTACT: Mark Kimbrough: 615-344-2688 Jeff Prescott: 615-344-5708 COLUMBIA/HCA EXPECTS FIRST QUARTER 1998 EPS FROM CONTINUING OPERATIONS TO BE IN RANGE OF $.30 TO $.35 Company Proceeding with Plans for Asset Spin-Offs to Shareholders Regular Quarterly Dividend Announced NASHVILLE, TN MARCH 6, 1998--Columbia/HCA Healthcare Corporation (NYSE: COL) today announced that management anticipates that earnings from continuing operations for the first quarter of 1998 are expected to be in the range of $.30 to $.35 per diluted share, before restructuring and investigation costs. After restructuring and investigation costs, and after subtracting results from discontinued operations, earnings are expected to be in the range of $.25 to $.30 per diluted share. The Company reported a net loss from continuing operations of $.63 per diluted share for its fourth quarter ended December 31, 1997, excluding losses from discontinued operations, restructuring and investigation costs and asset impairment charges. The Company reported earnings per diluted share from continuing operations of $.66 in its first quarter of 1997. Management also indicated that it anticipates reporting an operating margin (earnings before depreciation, interest, taxes and amortization divided by net revenues) for the first quarter of 1998 in the high teens. The Company indicated that its business is seasonal in nature and that there are often material differences between quarterly results, including earnings per share and operating margins. Thomas F. Frist, Jr., M.D., Chairman and CEO said, "We are confident that we are taking the necessary and appropriate steps to successfully reposition the Company. We have begun to experience some of the benefits from the reorganization and restructuring plans which we initiated late last year." The Company also indicated that it was proceeding with its previously announced plans to seek necessary approvals for tax-free spin-offs to its shareholders of approximately 100 hospitals which are currently included in the Company's America, Atlantic and Pacific groups. The Company anticipates filing for a ruling request in March or April 1998 with the Internal Revenue Service (IRS). Any tax-free spin-off is subject to receipt of a ruling by the IRS that the spin-off would be tax-free to the Company and its shareholders. There can be, however, no assurances that the proposed spin-offs will ultimately be approved by the various regulatory authorities. The Company also announced that the Board of Directors has declared a regular quarterly dividend of $.02 per share, payable June 1, 1998 to stockholders of record May 1, 1998. *** 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 Company undertakes no obligation to update any forward-looking statements, or to make any other forward looking statements, whether as a result of new information, future events or otherwise. This information involves risks and uncertainties as detailed from time to time in the Company's filings with the Securities and Exchange Commission. All references to "Company" and "Columbia/HCA" as used throughout this document refer to Columbia/HCA Healthcare Corporation and its affiliates. 2 -----END PRIVACY-ENHANCED MESSAGE-----