EXHIBIT 1
COLUMBIA/HCA HEALTHCARE CORPORATION
MEDIUM-TERM NOTES
TERMS AGREEMENT
---------------
JULY 2, 1996
Columbia/HCA Healthcare Corporation
One Park Plaza
Building 3
Nashville, Tennessee 37203
Dear Sirs:
Subject to the terms and conditions set forth herein, Salomon Brothers Inc,
CS First Boston Corporation, Dean Witter Reynolds Inc. and Bear, Stearns & Co.
Inc. (collectively referred to herein as the "Underwriters" or the "Agents")
offer to purchase, severally and not jointly, and Columbia/HCA Healthcare
Corporation (the "Company") agrees to sell (i) $100,000,000 of 6 7/8% Notes due
July 15, 2001 (the "Notes") and (ii) $100,000,000 of 7 3/4% Debentures due July
15, 2036 (the "Debentures"), each a series of the Company's Medium-Term Notes,
set forth opposite their respective names below at the purchase price listed
below. The Notes and the Debentures are referred to collectively as the
"Securities."
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF NOTES OF DEBENTURES
------------ ---------------- ----------------
Salomon Brothers Inc $ 25,000,000 $ 25,000,000
Bear, Stearns & Co. Inc. 25,000,000 25,000,000
CS First Boston Corporation 25,000,000 25,000,000
Dean Witter Reynolds Inc. 25,000,000 25,000,000
------------ ------------
Total $100,000,000 $100,000,000
============ ============
The Notes shall have the following terms:
Aggregate Principal Amount $100,000,000
Interest Rate: 6 7/8% per annum
Maturity Date: July 15, 2001
Purchase Price: 99.101%
Underwriting Discount: 0.50%
Initial Offering Price to Public: 99.601%
Interest Payable: Semi-annually on July 15 and January
15 of each year, commencing January
15, 1997
Record Dates: July 1 and January 1
Optional Redemption Terms: None
Optional Repayment Terms: None
Settlement Date (Original Issue Date) and July 8, 1996
Time: 10:00 a.m.
Delivery of Notes: The Notes shall be delivered through
the facilities of The Depository
Trust Company to Salomon Brothers
Inc's DTC participant account
(account number 274) against payment
to the Company of the purchase price
of the Notes in immediately
available funds
The Debentures shall have the following terms:
Aggregate Principal Amount: $100,000,000
Interest Rate: 7 3/4% per annum
Maturity Date: July 15, 2036
Purchase Price: 98.353%
Underwriting Discount: .875%
Initial Offering Price to Public: 99.228%
Interest Payable: Semi-annually on July 15 and
January 15 of each year, commencing
January 15, 1997
Record Dates: July 1 and January 1
Optional Redemption Terms: None
Optional Repayment Terms: None
Settlement Date (Original Issue Date) and July 8, 1996
Time: 10:00 a.m.
Delivery of Notes: The Debentures shall be delivered
through the facilities of The
Depository Trust Company to Salomon
Brothers Inc's DTC participant
account (account number 274) against
payment to the Company of the
purchase price of the Debentures in
immediately available funds.
All of the provisions contained in the Distribution Agreement, dated July
11, 1994 (the "Distribution Agreement"), among the Company, Goldman Sachs & Co.,
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc, are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth in
full herein.
In accordance with Section 1(a) of the Distribution Agreement, this will
also confirm that the Company has appointed Bear, Stearns & Co. Inc. ("Bear
Stearns") CS First Boston Corporation ("First Boston"), and Dean Witter Reynolds
Inc. ("Dean Witter"), as temporary Agents, on the basis set forth below, for the
sole purpose of acting as Agents under the Distribution Agreement from the date
hereof with respect to and only until the closing relating to the Securities.
Bear Stearns, First Boston and Dean Witter will serve as Agents and be
parties to the Distribution Agreement and shall be entitled to the benefits of
all of the provisions of the Distribution Agreement as if originally named as
Agents under the Distribution Agreement only until the closing relating to the
Securities.
In consideration of the Company's appointment of Bear Stearns, First Boston
and Dean Witter as temporary Agents under the Distribution Agreement in
connection with the offering, issuance and sale of the Securities, Bear Stearns,
First Boston and Dean Witter hereby agree to perform all of the duties and
obligations assumed by an Agent under the Distribution Agreement and agrees to
be bound by and comply with, all of the provisions of the Distribution Agreement
as fully as though it were a signatory to the Distribution Agreement.
If one or more of the Underwriters shall fail at the Settlement Date to
purchase the principal amount of the Securities which it or they are obligated
to purchase under this Terms Agreement (the "Defaulted Securities"), the non-
defaulting Underwriters shall have the right, within 24 hours thereafter, to
make arrangements for one or more of such non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms set forth herein and in the Distribution Agreement; if, however, such non-
defaulting Underwriters shall not have completed such arrangements within such
24-hour period, then:
(a) if the principal amount of Defaulted Securities does not exceed 10%
of the aggregate principal amount of the Securities, each of the non-
defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder for the Securities bear to the underwriting
obligations of all non-defaulting Underwriters for the Securities, or
(b) if the principal amount of Defaulted Securities exceeds 10% of the
aggregate principal amount of the Securities, this Terms Agreement shall
terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Terms Agreement shall relieve any
defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of
this Terms Agreement, either the non-defaulting Underwriters for the Securities
or the Company shall have the right to postpone the Settlement Date for the
Securities for a period not exceeding seven days in order to effect any required
changes in the Prospectus or in any other documents or arrangements.
The Company hereby authorizes the Underwriters to utilize a selling or
dealer group in connection with the resale of the Securities. The Company
agrees that in connection with the purchase of the Securities by the Agents as
principal, between the date of this Terms Agreement and the Settlement Date with
respect to such purchase, it will not, without prior written consent of the
Agents, offer or sell, or enter into any agreement to sell, any debt securities
of the Company (other than the Securities that are to be sold pursuant to this
Terms Agreement and commercial paper in the ordinary course of business).
The following documents will be required by the Underwriters;
(a) Officer's Certificate pursuant to Section 7(b) of the Distribution
Agreement.
(b) Legal Opinion pursuant to Section 7(c) of the Distribution
Agreement.
(c) Comfort Letter pursuant to Section 7(d) of the Distribution
Agreement.
Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
SALOMON BROTHERS INC
as representatives of the several underwriters
By:___________________________________________
Name:_________________________________________
Title:________________________________________
CONFIRMED AND ACCEPTED,
as of the date first written above:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:________________________________
Name:______________________________
Title:_____________________________