SHELF
UNDERWRITING AGREEMENT
April 20, 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 8.36% Debentures due April 15,
2024 (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 99.35%
of the principal amount of the Debentures.
PRINCIPAL AMOUNT
OF DEBENTURES
----------------
Morgan Stanley & Co. Incorporated........................................... $ 37,500,000
Donaldson, Lufkin & Jenrette Securities Corporation......................... 37,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................... 37,500,000
J.P. Morgan Securities Inc.................................................. 37,500,000
----------------
Total..................................................................... $ 150,000,000
----------------
----------------
The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Morgan Stanley & Co. Incorporated or through the
facilities of the Depository Trust Company at 9:00 a.m. (New York time) on
April 27, 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 April 20,
1994, including the following:
Public Offering Price: 100% of principal amount
Put Price to Public: 90.95% of principal amount
Purchase Price: 99.35% of principal amount
Maturity Date: April 15, 2024
Put Date: April 15, 2004
Interest Rate: 8.36%
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: April 15 and October 15, commencing October 15, 1994.
Interest accrues from April 15, 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,
MORGAN STANLEY & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
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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