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 10, 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.)
201 West Main Street, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
(502) 572-2000
(Registrant's telephone number, including area code)
ITEM 2. Acquisition or Disposition of Assets
and
ITEM 5. Other Events
At special stockholders' meetings held on February 10, 1994, the
respective stockholders of Columbia Healthcare Corporation ("Columbia")
and HCA-Hospital Corporation of America ("HCA") approved Columbia's
acquisition of HCA by means of a merger (the "Merger") of HCA into a
wholly-owned subsidiary of Columbia. The Merger was effective on
February 10, 1994. As a result of the Merger (a) the holders of the
outstanding shares of HCA's Class A Common Stock, $.01 par value, will
receive 1.05 shares of the Common Stock, $.01 par value, of Columbia for
each share of HCA's Class A Common Stock and (b) the holders of the
outstanding shares of HCA's Class B Common Stock, $.01 par value, will
receive 1.05 shares of the Nonvoting Common Stock $.01 par value, of
Columbia for each share of HCA's Class B Common Stock.
In addition, at Columbia's special stockholders' meeting, the
stockholders of Columbia approved proposals to amend Columbia's Restated
Certificate of Incorporation to (a) change the name of the corporation
to "Columbia/HCA Healthcare Corporation" and (b) increase the authorized
number of shares of Columbia Common Stock from 400,000,000 shares to
800,000,000 shares and the authorized number of shares of Columbia
Preferred Stock from 10,000,000 shares to 25,000,000 shares.
Columbia incorporates by reference into this Current Report on
Form 8-K the additional information about the Merger set forth in copies
of the two joint press releases of Columbia and HCA, each dated February
10, 1994, copies of which are attached as Exhibits 99(a) and 99(b)
hereto.
Certain additional information about the Merger which is required
by Item 2 of this Current Report on Form 8-K is incorporated by reference
from the information set forth in Columbia's and HCA's Joint Proxy
Statement and Prospectus dated December 14, 1993.
On February 10, 1994, Richard E. Rainwater resigned as a
director. Darla D. Moore was elected to fill the vacancy.
In addition, the size of the Board of Directors was increased
from eleven to fifteen and the following four individuals were elected:
Thomas F. Frist, Jr., M.D., Charles J. Kane, Carl E. Reichardt, and Frank
S. Royal, M.D.
In addition, on February 10, 1994, the Board of Directors of
Columbia amended Columbia's By-laws to add a director's retirement
policy, effective July 1, 1994, which prohibits the nomination as a
director of any person, other than current directors whose terms expire
after the Company's 1994 Annual Meeting, who has attained age 70 prior
to the first day of such person's proposed term of office.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
and
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(b) Pro Forma Financial Information.
The financial statements and pro forma financial information
required by these Items 7(a) and 7(b) are incorporated herein by
reference from the financial statements and pro forma financial
information set forth in Columbia's and HCA's Joint Proxy Statement and
Prospectus dated December 14, 1993.
(c) Exhibits.
3(a) Amended and Restated Certificate of
Incorporation.
3(b) By-laws of Columbia Healthcare Corporation
(attached as Appendix F to the Registrant's
Registration Statement on Form S-4(Reg. No. 33-
49773 as filed with the Securities and Exchange
Commission on July 15, 1993, and incorporated by
reference herein).
3(b).1 Amendment to By-laws as approved on February 10,
1994.
20 Joint Proxy Statement and Prospectus of Columbia
and HCA dated December 14, 1993 (incorporated by
reference to Columbia's Registration Statement
No. 33-50735 on Form S-4 as filed with the
Securities and Exchange Commission on December
14, 1993).
99(a) Press Release of Columbia and HCA dated February
10, 1994.
99(b) Press Release of Columbia and HCA dated February
10, 1994
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