SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 14, 1997
Columbia/HCA Healthcare Corporation
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(Exact Name of Registrant as specified in its Charter)
Delaware 001-11239 75-2497104
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
or corporation) Identification No.)
One Park Plaza
Nashville, Tennessee 37203
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (615) 344-9551
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N/A
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On April 14,1997, Columbia/HCA Healthcare Corporation ("Columbia"), CVH
Acquisition Corporation, a wholly owned subsidiary of Columbia ("Sub"), and
Value Health, Inc. ("Value Health") entered into an Amended and Restated
Agreement and Plan of Merger (the "Amended Merger Agreement") pursuant to which
Sub will be merged with and into Value Health (the "Merger"). The Amended Merger
Agreement amends and restates that certain Agreement and Plan of Merger, dated
as of January 15, 1997, among Columbia, Sub and Value Health. Under the Amended
Merger Agreement, upon consummation of the Merger, Value Health will become a
wholly owned subsidiary of Columbia, and each issued and outstanding share of
common stock of Value Health will be converted into $20.50 in cash.
Consummation of the Merger is subject to satisfaction of certain
conditions, including approval of the Merger by the stockholders of Value Health
and receipt of certain regulatory approvals. A copy of the Amended Merger
Agreement has been filed with this Form 8-K as Exhibit 2, and is hereby
incorporated by reference.
On April 14, 1997, Columbia's Board of Directors authorized a $1
billion common stock repurchase program. Columbia will repurchase shares of its
common stock in the open market, from time to time, depending upon market
conditions. Repurchased shares will be held as treasury stock and will be
used for purposes of issuance in connection with employee stock benefit plans,
issuance to holders of convertible stock or debt, and use in future
acquisitions.
A copy of the press release issued by Columbia, dated April 15, 1997,
has been filed with this Form 8-K as Exhibit 99, and is hereby incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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2 Amended and Restated Agreement and Plan of Merger, dated as
of April 14, 1997, among Columbia/HCA Healthcare Corporation,
CVH Acquisition Corporation and Value Health, Inc.
99 Press Release, dated April 15, 1997, issued by Columbia/HCA
Healthcare Corporation
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBIA/HCA HEALTHCARE CORPORATION
Date: April 22, 1997 By: /s/ STEPHEN T. BRAUN
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Stephen T. Braun
Senior Vice President and
General Counsel