EXHIBIT 1
SHELF
UNDERWRITING AGREEMENT
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7% Notes due 2007
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June 25, 1997
Columbia/HCA Healthcare Corporation
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriters (including
ourselves) named below (such 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% Notes due July 1, 2007 (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 98.820% of the
principal amount of the Notes.
PRINCIPAL
AMOUNT OF
NOTES
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Morgan Stanley & Co. Incorporated...... $ 50,000,000
BA Securities, Inc..................... 50,000,000
Bear, Stearns & Co. Inc................ 50,000,000
Credit Suisse First Boston Corporation. 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 June 30, 1997. 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 June 25, 1997,
including the following:
Public Offering Price: 99.470% of principal amount
Purchase Price: 98.820% of principal amount
Maturity Date: July 1, 2007
Interest Rate: 7.00%
Redemption Provisions: Not redeemable by the Company prior to
maturity
Interest Payment Dates: January 1 and July 1, commencing January 1,
1998. Interest accrues from June 30, 1997.
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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