-----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, R+TkV8a8WsMU6ouJKiJ2YKAoieZloTjztI4MU6QiS8WsOu/b1U+0nw8JYtgNtuJA aKFbOr74qpQJWsEjCyasLA== 0000930661-98-001277.txt : 19980529 0000930661-98-001277.hdr.sgml : 19980529 ACCESSION NUMBER: 0000930661-98-001277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980527 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980528 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: 98632560 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 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 May 27, 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 May 19, 1998, Columbia/HCA Healthcare Corporation (the "Company") announced that it had agreed to sell 22 hospitals and certain related facilities to a consortium of not-for-profit entities and public authorities for an aggregate sale price of approximately $1.2 billion. The hospitals are part of Columbia's Atlantic Group which the Company previously announced plans to divest. A copy of the press release issued by the Company, dated May 19, 1998, has been filed with this Form 8-K as Exhibit 20, and is incorporated herein by reference. ITEM 7. EXHIBIT Exhibit 20 Copy of press release and facility summary dated May 19, 1998 relating to the sale of 22 hospitals. 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: May 27, 1998 EX-20 2 PRESS RELEASE DATED MAY 19, 1998 EXHIBIT 20 COLUMBIA/HCA NEWS - ------------ HEALTHCARE CORPORATION FOR IMMEDIATE RELEASE COLUMBIA/HCA INVESTOR CONTACT: CONSORTIUM CONTACT: Mark Kimbrough Arda Nazerian 615/344-2688 Salomon Smith Barney 212/816-8572 COLUMBIA/HCA MEDIA CONTACT: Jeff Prescott 615/344-6708 COLUMBIA/HCA TO SELL HOSPITALS TO NOT-FOR-PROFIT CONSORTIUM FOR $1.2 BILLION NASHVILLE, TENNESSEE, MAY 19, 1998--Columbia/HCA Healthcare Corporation (NYSE: COL) today announced that it had agreed to sell 22 hospitals and certain related facilities to a consortium of not-for-profit entities and public authorities (Consortium) for an aggregate sale price of approximately $1.2 billion. The hospitals are part of Columbia/HCA's Atlantic Group which the Company previously announced plans to divest. The Consortium is comprised of: Alliant Health System, Louisville, Kentucky; Baptist Health, Montgomery, Alabama; Duke University Health System, Durham, North Carolina; Eliza Coffee Memorial Hospital, Florence, Alabama; Johnson City Medical Center Hospital, Johnson City, Tennessee; New Hanover Regional Medical Center, Wilmington, North Carolina; Novant Health, Winston-Salem, North Carolina; and Pitt County Memorial Hospital, Greenville, North Carolina. Columbia/HCA Chairman and CEO, Thomas F. Frist, Jr. M.D., stated, "This move is the right thing to do for these communities. It is also another positive step forward in completion of the Company's strategic reorganization." "This transaction is the largest purchase ever by not-for-profit health care organizations of hospitals and facilities," said David Cyganowski and Fred Hessler, co-heads of the Health Care Finance Group at Salomon Smith Barney. "We are pleased to have brought together the Consortium members with Columbia/HCA." While the transaction was negotiated jointly, Columbia/HCA has entered into separate purchase agreements with each member of the Consortium. In general, each of the Consortium members is an independent purchaser with no shared liabilities among the group. However, Columbia/HCA maintains the right not to complete the transactions unless and until the conditions to consummate a substantial majority of the facilities have been satisfied. The transaction is not contingent upon financing conditions. However, the transaction is subject to customary conditions, including state regulatory, antitrust and certain other approvals. The transactions are expected to be completed in the third quarter. Goldman, Sachs & Co. is acting as financial advisor to Columbia/HCA. Salomon Smith Barney is acting as financial advisor to the Consortium. ### 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. All references to "Company" and "Columbia/HCA" as used throughout this document refer to Columbia/HCA Healthcare Corporation and its affiliates. 2 MAY 1998 FACILITY SUMMARY
=========================================================================================== BUYER FACILITY CITY/STATE =========================================================================================== New Hanover Regional Medical Center Brunswick Hospital Supply, NC Cape Fear Memorial Wilmington, NC Novant Health Presbyterian Orthopedic Hospital* Charlotte, NC Pitt County Memorial Hospital Heritage Hospital Tarboro, NC Alliant Health System Audubon Hospital Louisville, KY Southwest Hospital Louisville, KY Spring View Hospital Lebanon, KY Suburban Hospital Louisville, KY Eliza Coffee Memorial Hospital Medical Center Shoals Muscle Shoals, AL Northwest Medical Center Russellville, AL Florence Hospital Florence, AL Baptist Health East Montgomery Medical Center Montgomery, AL Four Rivers Medical Center Selma, AL Montgomery Regional Medical Montgomery, AL Center Northridge Medical Center Prattville, AL **Montgomery Surgery Center Montgomery, AL Johnson City Medical Center Hospital Johnson City Specialty Hospital Johnson City, TN Northside Hospital Johnson City, TN Indian Path Medical Center Kingsport, TN Indian Path Pavilion Kingsport, TN Sycamore Shoals Hospital Elizabethton, TN NE TN Rehabilitation Hospital Johnson City, TN Duke University Health System Raleigh Community Hospital Raleigh, NC
*Novant currently owns 50% of Presbyterian Orthopedic Hospital; non-consolidating joint venture **Ambulatory Surgery Center 3 -----END PRIVACY-ENHANCED MESSAGE-----