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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 (Date of earliest event reported): May 5, 1994
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-10915 62-1234332
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
4525 Harding Road, Nashville, Tennessee 37205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 383-4444
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None
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On May 5, 1994, the Registrant completed its acquisition (the
"Acquisition") of EPIC Holdings, Inc. ("EPIC"). Pursuant to the Acquisition,
Odyssey Acquisition Corp., a wholly owned subsidiary of the Registrant, was
merged with and into EPIC, and EPIC survived the Acquisition as a wholly owned
subsidiary of the Registrant. As a result of the Acquisition, the holders of
outstanding common stock, par value $.01 per share, of EPIC (and securities
exercisable therefor) will receive $7.00 per share. The amount and nature of
the consideration was the result of arms-length negotiation between the
parties. The Registrant hereby incorporates by reference into this Current
Report on Form 8-K certain information with respect to the Acquisition set
forth (i) in the press release of the Registrant dated May 5, 1994 (such press
release being Exhibit 99.1 attached hereto) and (ii) under the headings "The
Acquisition and the Financing Plan" and "Description of EPIC" in the Final U.S.
Prospectus filed pursuant to Rule 424(b) relating to the Registrant's
Registration Statement on Form S-3, file no. 33-52401 (such Final U.S.
Prospectus being Exhibit 99.2 attached hereto).
A portion of the EPIC acquisition was financed through the
public offering by the Registrant of 5,980,000 shares of its common stock, par
value $.001 per share, at a public offering price of $28.25 per share. The
balance of the EPIC acquisition was financed with cash on hand and borrowings
under the Registrant's Credit Agreement (the "1992 Credit Agreement"), dated as
of September 29, 1992, among the Registrant, The Bank of Nova Scotia, as
Administrative Agent, and the financial institutions named therein, as amended
as of March 31, 1994 and May 4, 1994 (such amendments being Exhibit 99.3
hereto). The 1992 Credit Agreement was subsequently refinanced with borrowings
on May 12, 1994, under the Credit Agreement, dated as of April 28, 1994, among
the Registrant, the Bank of Nova Scotia, as Administrative Agent and the
financial institutions named therein, as amended as of May 9, 1994 (such Credit
Agreement being Exhibit 99.4 hereto).
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
and
(b) Pro Forma Financial Information.
The financial statements and pro forma financial information
required by Items 7(a) and 7(b) are incorporated herein by reference to the
financial statements and pro forma financial information set forth in the Final
U.S. Prospectus filed pursuant to Rule 424(b) relating to the Registrant's
Registration Statement on Form S-3 (file no. 33-52401).
(c) Exhibits.
1.1 U.S. Purchase Agreement, dated April 28,
1994, among the Registrant, the selling
stockholders named therein
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and Merrill Lynch & Co. and Donaldson, Lufkin
& Jenrette Securities Corporation as
representatives of the U.S. underwriters.
1.2 International Purchase Agreement, dated April
28, 1994, among the Registrant, the selling
stockholders named therein and Merrill Lynch
International Limited and Donaldson, Lufkin &
Jenrette Securities Corporation as
representatives of the international
underwriters.
1.3 Purchase Agreement, dated April 28, 1994,
between the Registrant, Donaldson, Lufkin &
Jenrette Securities Corporation and Merrill
Lynch & Co.
23.1 Consent of Ernst & Young.
99.1 Registrant's press release, dated January 10,
1994.
99.2 Final U.S. Prospectus filed pursuant to Rule
424(b) relating to the Registrant's
Registration Statement on Form S-3, file no.
33-52401.
99.3 Amendment No. 1, dated as of March 31, 1994,
and Amendment No. 2, dated as of May 4, 1994,
to the Credit Agreement, dated as of
September 29, 1992, among the Registrant, The
Bank of Nova Scotia, as Administrative Agent
and the financial institutions named therein.
99.4 Credit Agreement, dated as of April 28, 1994,
as amended as of May 9, 1994, among the
Registrant, The Bank of Nova Scotia, as
Administrative Agent and the financial
institutions named therein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HEALTHTRUST, INC. - THE HOSPITAL
COMPANY
By /s/ Michael A. Koban, Jr.
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Michael A. Koban, Jr.
Senior Vice President
Date: May 13, 1994
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EXHIBIT INDEX
Number Subject Matter
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1.1 U.S. Purchase Agreement, dated April 28, 1994, among
the Registrant, the selling stockholders named therein
and Merrill Lynch & Co. and Donaldson, Lufkin &
Jenrette Securities Corporation as representatives of
the U.S. underwriters.
1.2 International Purchase Agreement, dated April 28, 1994,
among the Registrant, the selling stockholders named
therein and Merrill Lynch International Limited and
Donaldson, Lufkin & Jenrette Securities Corporation as
representatives of the international underwriters.
1.3 Purchase Agreement, dated April 28, 1994, between the
Registrant, Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch & Co.
23.1 Consent of Ernst & Young.
99.1 Registrant's press release, dated May 5, 1994.
99.2 Final U.S. Prospectus filed pursuant to Rule 424(b)
relating to the Registrant's Registration Statement on
Form S-3, file no. 33-52401.
99.3 Amendment No. 1, dated as of March 31, 1994, and
Amendment No. 2, dated as of May 4, 1994, to the Credit
Agreement, dated as of September 29, 1992, among the
Registrant, The Bank of Nova Scotia, as Administrative
Agent and the financial institutions named therein.
99.4 Credit Agreement, dated as of April 28, 1994, as
amended as of May 9, 1994, among the Registrant, The
Bank of Nova Scotia, as Administrative Agent and the
financial institutions named therein.
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