EXHIBIT 1.2
SHELF
UNDERWRITING AGREEMENT
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7.50% Debentures due 2095
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November 20, 1995
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 7.50% Debentures due November 15,
2095 (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 98.875%
of the principal amount of the Debentures.
PRINCIPAL
AMOUNT OF
DEBENTURES
-------------
Morgan Stanley & Co. Incorporated................... $172,000,000
Goldman, Sachs & Co................................. 7,000,000
Lehman Brothers Inc................................. 7,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.. 7,000,000
Salomon Brothers Inc................................ 7,000,000
------------
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 November 27, 1995.
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 November 20, 1995,
including the following:
Public Offering Price: 100% of principal amount
Purchase Price: 98.875% of principal amount
Maturity Date: November 15, 2095
Interest Rate: 7.50%
Redemption Provisions: Not redeemable by the Company prior to maturity
Interest Payment Dates: May 15 and November 15, commencing May 15, 1996.
Interest accrues from November 15, 1995
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
Acting on behalf of itself and the several Underwriters
named herein
By:_________________________________
Name:_______________________________
Title:______________________________
Accepted:
COLUMBIA/HCA HEALTHCARE CORPORATION
By:______________________________
Name:____________________________
Title:___________________________