EXHIBIT 1.1
SHELF
UNDERWRITING AGREEMENT
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7.05% Debentures due 2027
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December 5, 1995
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs:
We (the "Managers") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or underwriters
being herein called the "Underwriters"), and we understand that Columbia/HCA
Healthcare Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell $150,000,000 aggregate principal amount of its 7.05% Debentures
due December 1, 2027 (the "Debentures"). The Debentures are sometimes referred
to herein as the "Offered Securities." The Offered Securities will be issued
pursuant to the provisions of an Indenture dated as of December 15, 1993 (the
"Indenture") between the Company and The First National Bank of Chicago, as
trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Debentures set forth below opposite their names at a purchase price of 99.125%
of the principal amount of the Debentures.
PRINCIPAL
AMOUNT OF
DEBENTURES
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Salomon Brothers Inc............ $ 45,000,000
CS First Boston Corporation..... 45,000,000
J.P. Morgan Securities Inc...... 45,000,000
ABN AMRO Securities (USA) Inc... 5,000,000
Dean Witter Reynolds Inc........ 5,000,000
Furman Selz Incorporated........ 5,000,000
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Total...................... $150,000,000
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The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Salomon Brothers Inc or through the facilities of The
Depository Trust Company at 9:00 a.m. (New York time) on December 8, 1995, in
immediately available funds. The time and date of such payment and delivery are
hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus,
dated November 17, 1995, and the Prospectus Supplement, dated December 5, 1995,
including the following:
Public Offering Price: 100% of principal amount
Purchase Price: 99.125% of principal amount
Maturity Date: December 1, 2027
Interest Rate: 7.05%
Redemption Provisions: Not redeemable by the Company prior to maturity
Interest Payment Dates: June 1 and December 1, commencing June 1, 1996.
Interest accrues from December 8, 1995
Current Ratings: Standard & Poor's Corporation -- BBB+
Moody's Investor Service -- A3
All provisions contained in the document entitled Underwriting Agreement
Standard Provisions (Debt Securities), a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not an Offered
Security shall not be deemed to be a part of this Agreement and (iii) all
references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be deemed
to be a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
By: SALOMON BROTHERS INC
Acting severally on behalf of itself
and the several Underwriters named herein
By: _________________________________________
Name:________________________________________
Title:_______________________________________
Accepted:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:__________________________________
David G. Anderson
Vice President of Finance of
Columbia/HCA Healthcare Corporation