SHELF
UNDERWRITING AGREEMENT
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7.25% Notes due 2008
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May 15, 1996
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs:
We (the "Manager") 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
$200,000,000 aggregate principal amount of its 7.25% Notes due May 20, 2008 (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 99.305% of the
principal amount of the Notes.
PRINCIPAL
AMOUNT OF
NOTES
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Morgan Stanley & Co. Incorporated....... $ 50,000,000
CS First Boston Corporation............. 50,000,000
Lehman Brothers Inc..................... 50,000,000
J.P. Morgan Securities Inc.............. 50,000,000
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Total.............................. $200,000,000
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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 May 20, 1996. 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 May 15, 1996,
including the following:
Public Offering Price: 99.980% of principal amount
Purchase Price: 99.305% of principal amount
Maturity Date: May 20, 2008
Interest Rate: 7.25%
Redemption Provisions: Not redeemable by the Company prior to maturity
Interest Payment Dates: May 20 and November 20, commencing November 20,
1996. Interest accrues from May 20, 1996.
Current Ratings: Standard & Poor's Corporation -- A-
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
Acting on behalf of itself
and the several Underwriters named herein
By:
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Name:
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Title:
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Accepted:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:
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Name:
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Title:
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