SHELF
UNDERWRITING AGREEMENT
March 17, 1994
Columbia/HCA Healthcare Corporation
201 West Main Street
Louisville, Kentucky 40202
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 7.15% Notes due March 30, 2004
(the "Notes"). The Notes 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
Notes set forth below opposite their names at a purchase price of 99.094% of the
principal amount of the Notes.
PRINCIPAL AMOUNT
OF NOTES
----------------
Salomon Brothers Inc........................................................ $ 37,500,000
J.P. Morgan Securities Inc.................................................. 37,500,000
Morgan Stanley & Co. Incorporated........................................... 37,500,000
Prudential Securities Incorporated.......................................... 37,500,000
----------------
Total..................................................................... $ 150,000,000
----------------
----------------
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 March 24, 1994.
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 22, 1993, and the Prospectus Supplement dated March 17,
1994, including the following:
Public Offering Price: 99.744% of principal amount
Purchase Price: 99.094% of principal amount
Maturity Date: March 30, 2004
Interest Rate: 7.15%
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: March 30 and September 30, commencing September 30, 1994.
Interest accrues from March 24, 1994
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
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
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: _____________________________
Name: ___________________________
Title: __________________________
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