-----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, VgG0Mz47Lwwc4QQnabDmS/ypUxQYfhx5Q0iUkJSKlYTqMaG4fO/0KSXq/OebDV0r Rkj8hlnr20ShDYF+U00DNg== 0000950130-95-001125.txt : 19950615 0000950130-95-001125.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950130-95-001125 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950614 EFFECTIVENESS DATE: 19950614 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: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-58919 FILM NUMBER: 95547135 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 S-4 POS 1 POST EFFECTIVE AMENDMENT NO. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1995 REGISTRATION NO. 33-58919 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- COLUMBIA/HCA HEALTHCARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 8062 75-2497104 (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER (STATE OR OTHER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) JURISDICTION OF INCORPORATION OR ORGANIZATION) ONE PARK PLAZA NASHVILLE, TENNESSEE 37203 (615) 327-9551 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) STEPHEN T. BRAUN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL COLUMBIA/HCA HEALTHCARE CORPORATION 201 WEST MAIN STREET LOUISVILLE, KENTUCKY 40202 (502) 572-2000 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- Copies to: Allan G. Sperling, Esq. Ronald J. Frappier, Esq. Cleary, Gottlieb, Steen Jenkens & Gilchrist & Hamilton A Professional Corporation One Liberty Plaza 1445 Ross Avenue New York, New York 10006 Suite 3200 (212) 225-2000 Dallas, Texas 75202 (214) 855-4500 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] ---------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) FEE(2) - ------------------------------------------------------------------------------------------ Notes due June 15, 2005.................. $500,000,000 100% $500,000,000 $172,414 - ------------------------------------------------------------------------------------------ Notes due June 15, 2000.................. $200,000,000 100% $200,000,000 $ 68,966 - ------------------------------------------------------------------------------------------ Notes due June 15, 2025.................. $300,000,000 100% $300,000,000 $103,448 - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(f)(1) and (3) under the Securities Act of 1933, as amended, each amount in this column is the market value of the maximum amount of notes or debentures to be received by the Registrant from tendering holders in exchange for the specified issue of Notes, less the estimated amount of cash to be paid by the Registrant to tendering holders, pursuant to the exchange offers described herein. (2) The registration fee has been computed pursuant to Rule 457(f) under the Securities Act of 1933, as amended. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS AND CONSENT SOLICITATION SUPPLEMENT DATED JUNE 15, 1995 (To Prospectus and Consent Solicitation Dated May 25, 1995) $1,000,000,000 COLUMBIA/HCA HEALTHCARE CORPORATION OFFER TO EXCHANGE $500,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2005 FOR ANY AND ALL 10 3/4% SUBORDINATED NOTES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE 2002 AND $200,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2000 FOR ANY AND ALL 10 1/4% SUBORDINATED NOTES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE 2004 AND $300,000,000 NOTES OF COLUMBIA/HCA HEALTHCARE CORPORATION DUE JUNE 15, 2025 FOR ANY AND ALL 8 3/4% SUBORDINATED DEBENTURES OF HEALTHTRUST, INC.--THE HOSPITAL COMPANY DUE 2005 AND CONSENT SOLICITATION Reference is made to the Prospectus and Consent Solicitation dated May 25, 1995 (together, the "Prospectus") of Columbia/HCA Healthcare Corporation (the "Company"). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Prospectus. The Company has amended the terms of its Exchange Offer for any and all 10 3/4% Subordinated Notes of Healthtrust, Inc.--The Hospital Company ("Healthtrust") due 2002 (the "Old 10 3/4% Notes") by increasing the Fixed Spread (as such term is defined on page 26 of the Prospectus) that will be used to determine the per annum interest rate on the $500,000,000 of the Company's Notes due June 15, 2005 (the "New 2005 Notes") that are being offered in exchange for the Old 10 3/4% Notes. Such Fixed Spread has been increased from 0.75% to 0.80%. As a result of this increase, the per annum interest rate on the New 2005 Notes will equal the sum of (i) the yield on the 6 1/2% U.S. Treasury Note due May 15, 2005, as of the Pricing Time, and (ii) 0.80%, and will be 0.05% higher than such rate would have been if the Exchange Offer for the Old 10 3/4% Notes were not so amended. In connection with this amendment of its Exchange Offer for the Old 10 3/4% Notes, the Company also has (i) extended the term of such offer so that it will expire on Wednesday, June 28, 1995, at 11:59 p.m., New York City time (unless extended) and (ii) shortened the settlement period with respect to such offer so that New 2005 Notes will be delivered and cash payments will be made, in exchange for any Old 10 3/4% Notes accepted by the Company, two business days following the expiration of such offer. The Company is shortening the settlement period for its Exchange Offer for the Old 10 3/4% Notes so that the scheduled Exchange Date will remain June 30, 1995. The Company's Exchange Offers for any and all 10 1/4% Subordinated Notes of Healthtrust due 2004 and for any and all 8 3/4% Subordinated Debentures of Healthtrust due 2005 remain unchanged. As set forth in the Prospectus, such offers will expire on Friday, June 23, 1995, at 11:59 p.m., New York City time (unless extended) and the scheduled Exchange Date for such offers is June 30, 1995. What follows are a series of tables that illustrate application of the formulas to be used to determine Reference Total Prices for the Old Securities and interest rates on the New Securities. The following tables are similar to the tables on pages 26 and 27 of the Prospectus; however, the tables below (i) reflect the change made to the Fixed Spread to be used to determine the per annum interest rate on the New 2005 Notes and (ii) where applicable reflect Benchmark Treasury Yields as of 4:00 p.m., New York City time, on June 13, 1995. Set forth in Schedule A to the Prospectus is the methodology used to determine the Reference Total Prices in the following tables. A revised Schedule B to the Prospectus is included herewith demonstrating application of the methodology set forth in Schedule A of the Prospectus assuming that Benchmark Treasury Yields as of the Pricing Time are the same as they were as of 4:00 p.m., New York City time, on June 13, 1995. The tables set forth below and the revised Schedule B included herewith supersede the examples provided on the front cover, pages 26 and 27 and Schedule B of the Prospectus. THE INFORMATION SET FORTH IN THE FOLLOWING TABLES IS FOR ILLUSTRATIVE PURPOSES ONLY AND NO REPRESENTATION IS INTENDED WITH RESPECT TO THE ACTUAL CONSIDERATION THAT MAY BE PAID PURSUANT TO THE EXCHANGE OFFERS. THE AMOUNT OF CASH PAID AND THE INTEREST RATES ON THE NEW SECURITIES DELIVERED PURSUANT TO THE EXCHANGE OFFERS MAY BE GREATER OR LESS THAN THAT APPEARING IN THE FOLLOWING TABLES DEPENDING ON THE ACTUAL BENCHMARK TREASURY YIELDS AS OF THE PRICING TIME. For each issue of Old Securities, the following table sets forth the Benchmark Treasury Yield as of 4:00 p.m., New York City time, on June 13, 1995 and the applicable fixed spread. The table also sets forth for each issue of Old Securities the Reference Yield, the Reference Total Price and the amount of cash consideration (in addition to the $1,000 principal amount of the corresponding issue of New Securities) that would be received in exchange for each $1,000 principal amount of such Old Securities accepted by the Company, assuming (i) that the Benchmark Treasury Yields as of the Pricing Time are the same as they were as of 4:00 p.m., New York City time, on June 13, 1995 and (ii) an Exchange Date of June 30, 1995. FOR ILLUSTRATIVE PURPOSES ONLY
BENCHMARK TREASURY YIELD FIXED REFERENCE CASH ISSUE AS OF 6/13/95 SPREAD REFERENCE YIELD TOTAL PRICE CONSIDERATION ----- ------------------ ------ --------------- ----------- ------------- Old 10 3/4% Notes....... 5.63% 0.15% 5.78% $1,138.89 $138.89 Old 10 1/4% Notes....... 5.80% 0.25% 6.05% $1,192.25 $192.25 Old 8 3/4% Debentures... 5.90% 0.30% 6.20% $1,146.39 $146.39
For each issue of Old Securities, the following table sets forth the Reference Yield, the Reference Total Price and the amount of cash consideration (in addition to $1,000 principal amount of the corresponding issue of New Securities) that would be received in exchange for each $1,000 principal amount of such Old Securities accepted by the Company, assuming (i) that the Benchmark Treasury Yields as of the Pricing Time are equal to certain hypothetical Benchmark Treasury Yields and (ii) an Exchange Date of June 30, 1995. 2 FOR ILLUSTRATIVE PURPOSES ONLY
HYPOTHETICAL BENCHMARK FIXED REFERENCE CASH ISSUE TREASURY YIELD SPREAD REFERENCE YIELD TOTAL PRICE CONSIDERATION ----- ---------------------- ------ --------------- ----------- ------------- Old 10 3/4% Notes....... 5.13% 0.15% 5.28% $1,148.35 $148.35 5.38 0.15 5.53 1,143.61 143.61 5.63 0.15 5.78 1,138.89 138.89 5.88 0.15 6.03 1,134.20 134.20 6.13 0.15 6.28 1,129.54 129.54 Old 10 1/4% Notes....... 5.30% 0.25% 5.55% $1,211.15 $211.15 5.55 0.25 5.80 1,201.66 201.66 5.80 0.25 6.05 1,192.25 192.25 6.05 0.25 6.30 1,182.94 182.94 6.30 0.25 6.55 1,173.73 173.73 Old 8 3/4% Debentures... 5.40% 0.30% 5.70% $1,172.23 $172.23 5.65 0.30 5.95 1,159.22 159.22 5.90 0.30 6.20 1,146.39 146.39 6.15 0.30 6.45 1,133.75 133.75 6.40 0.30 6.70 1,121.28 121.28
For each issue of New Securities, the following table sets forth the Benchmark Treasury Yield as of 4:00 p.m., New York City time, on June 13, 1995 and the applicable fixed spread. The table also sets forth what the per annum interest rate on each issue of New Securities would be, assuming that the Benchmark Treasury Yields as of the Pricing Time are the same as they were as of 4:00 p.m., New York City time, on June 13, 1995. FOR ILLUSTRATIVE PURPOSES ONLY
BENCHMARK TREASURY YIELD ISSUE AS OF 6/13/95 FIXED SPREAD INTEREST RATE ----- ------------------------ ------------ ------------- New 2005 Notes............. 6.12% 0.80% 6.92% New 2000 Notes............. 5.86% 0.52% 6.38% New 2025 Notes............. 6.60% 1.10% 7.70%
For each issue of New Securities, the following table sets forth what the per annum interest rate on such issue of New Securities would be, assuming that the Benchmark Treasury Yields as of the Pricing Time are equal to certain hypothetical Benchmark Treasury Yields. FOR ILLUSTRATIVE PURPOSES ONLY
HYPOTHETICAL BENCHMARK ISSUE TREASURY YIELD FIXED SPREAD INTEREST RATE ----- ---------------------- ------------ ------------- New 2005 Notes............... 5.62% 0.80% 6.42% 5.87 0.80 6.67 6.12 0.80 6.92 6.37 0.80 7.17 6.62 0.80 7.42 New 2000 Notes............... 5.36% 0.52% 5.88% 5.61 0.52 6.13 5.86 0.52 6.38 6.11 0.52 6.63 6.36 0.52 6.88 New 2025 Notes............... 6.10% 1.10% 7.20% 6.35 1.10 7.45 6.60 1.10 7.70 6.85 1.10 7.95 7.10 1.10 8.20
3 REVISED SCHEDULE B Example Determinations of Reference Total Prices Demonstrating Application of The Methodology Specified in Schedule A THE REFERENCE TOTAL PRICES SET FORTH ON THIS SCHEDULE B ARE FOR ILLUSTRATIVE PURPOSES ONLY AND NO REPRESENTATION IS INTENDED WITH RESPECT TO THE ACTUAL CONSIDERATION THAT MAY BE PAID PURSUANT TO THE EXCHANGE OFFERS. THE ACTUAL REFERENCE TOTAL PRICES MAY BE GREATER OR LESS THAN THOSE DEPICTED BELOW DEPENDING ON THE ACTUAL BENCHMARK TREASURY YIELDS AS OF THE PRICING TIME.
OLD 10 OLD 10 3/4% 1/4% OLD 8 3/4% NOTES NOTES DEBENTURES --------- --------- ---------- Terms of Old Securities: Interest Rate 10.75% 10.25% 8.75% Maturity Date 5/1/02 4/15/04 3/15/05 Redemption Price(/1/) $1,040.00 $1,038.44 $1,000.00 Redemption Date(/1/) 5/1/97 4/15/99 3/15/01 Benchmark Treasury Security: Interest Rate 6 1/2% 7% 7 3/4% Maturity Date 4/30/97 4/15/99 2/15/01 Assumed Benchmark Treasury Yield(/2/) 5.63% 5.80% 5.90% Fixed Spread 0.15% 0.25% 0.30% Assumed Reference Yield(/3/) 5.78% 6.05% 6.20% Assumed Exchange Date(/4/) 6/30/95 6/30/95 6/30/95 Computation of Reference Total Price for these Examples: YLD 0.0578 0.0605 0.0620 CPN 0.1075 0.1025 0.0875 N 4 8 12 S 59 75 105 RED 1,040.00 1,038.44 1,000.00 Reference Total Price for this Example(/5/) 1,138.89 1,192.25 1,146.39
- -------- (1) As defined in Schedule A. These are used only for the purpose of computing the Reference Total Price. (2) The assumed Benchmark Treasury Yields for these examples are the yields on the Benchmark Treasury Securities as of 4:00 p.m., New York City time, on June 13, 1995. (3) The assumed Reference Yields for these examples are the Reference Yields (which shall equal the applicable Benchmark Treasury Yield plus the applicable fixed spread) based on the assumed Benchmark Treasury Yields for these examples. (4) The assumed Exchange Date for these examples is the scheduled Exchange Date for each Exchange Offer and will be the Exchange Date unless such Exchange Offer is extended. (5) These are the Reference Total Prices for these examples only and assume Benchmark Treasury Yields and an Exchange Date as indicated. PART II INFORMATION NOT REQUIRED IN PROSPECTUS SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 14th day of June, 1995. Columbia/HCA Healthcare Corporation /s/ Stephen T. Braun By: _________________________________ Stephen T. Braun Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment Number 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE * Chairman of the June 14, 1995 _____________________________________ Board THOMAS F. FRIST, JR., M.D. * President, Chief June 14, 1995 _____________________________________ Executive Officer RICHARD L. SCOTT (Principal Executive Officer) and Director * Senior Vice June 14, 1995 _____________________________________ President, Chief DAVID C. COLBY Financial Officer and Treasurer (Principal Financial Officer) * Vice President and June 14, 1995 _____________________________________ Controller RICHARD A. LECHLEITER (Principal Accounting Officer) * Director June 14, 1995 _____________________________________ MAGDALENA AVERHOFF, M.D. II-1 SIGNATURE TITLE DATE * Director June 14, 1995 ____________________________________ J. DAVID GRISSOM * Director June 14, 1995 ____________________________________ CHARLES J. KANE * Director June 14, 1995 ____________________________________ JOHN W. LANDRUM * Director June 14, 1995 ____________________________________ T. MICHAEL LONG * Director June 14, 1995 ____________________________________ DARLA D. MOORE * Director June 14, 1995 ____________________________________ RODMAN W. MOORHEAD III * Director June 14, 1995 ____________________________________ CARL F. POLLARD * Director June 14, 1995 ____________________________________ CARL E. REICHARDT * Director June 14, 1995 ____________________________________ FRANK S. ROYAL, M.D. II-2 SIGNATURE TITLE DATE * Director June 14, 1995 ____________________________________ ROBERT D. WALTER * Director June 14, 1995 ____________________________________ WILLIAM T. YOUNG /s/ Stephen T. Braun *By: _______________________________ STEPHEN T. BRAUN ATTORNEY-IN-FACT II-3 -----END PRIVACY-ENHANCED MESSAGE-----