-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gwj8ETYARMbB7wqV6mVwYNcVSgft3/eEjCCwOFH5uIKROHbUCysUNLjepPobpEpU 4W1Hbmb9LKCA35gPrn1oqQ== 0000899243-95-000586.txt : 19950905 0000899243-95-000586.hdr.sgml : 19950905 ACCESSION NUMBER: 0000899243-95-000586 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950831 EFFECTIVENESS DATE: 19950919 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62303 FILM NUMBER: 95569714 BUSINESS ADDRESS: STREET 1: 201 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202- BUSINESS PHONE: (502)-572- FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HOSPITAL CORP DATE OF NAME CHANGE: 19930328 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 31, 1995 Registration No. ________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- COLUMBIA/HCA HEALTHCARE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 75-2497104 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Park Plaza Nashville, Tennessee 37203 (Address of Principal Executive Offices, Zip Code) -------------------- Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan (Full Title of the Plan) STEPHEN T. BRAUN Senior Vice President and General Counsel Columbia/HCA Healthcare Corporation One Park Plaza Nashville, Tennessee 37203 (615) 320-2000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Aggregate to be Registered be Registered(1) Per Share(2) Offering Price Amount of Registration Fee - --------------------------------------------------------------------------------------------------- Common Stock, $.01 par value........ 2,000,000 shares $46.75 $93,500,000 $32,242 ===================================================================================================
(1) The shares represent the number of shares of the Registrant's Common Stock (including associated Preferred Stock Purchase Rights) which may be issued under the Plan, plus such additional shares as may become issuable by reason of anti-dilution and other provisions in the Plan. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Registrant's Common Stock on the NYSE on August 29, 1995, as reported by The Wall Street Journal. On August 29, 1995, the average of the high and low prices was $46.75. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") has been or will be sent or given to participants in the plan listed on the cover of the Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such document: (a) The Registrant's latest Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for the year ended December 31, 1994. (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 1995 and June 30, 1995, and Current Reports on Form 8-K dated February 21, 1995 and April 24, 1995. (c) The description of the Common Stock, $.01 par value, (including associated Preferred Stock Purchase Rights) contained in the Registrant's registration statement filed on Form 8-A dated August 31, 1993 pursuant to the Exchange Act ("Common Stock"). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from their respective dates of filing, provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby are in effect prior to the filing with the Commission of the Registrant's Annual Report on Form 10-K covering such year shall not be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in a document incorporated by reference herein or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities The Registrant's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel The validity of the issuance of the shares of Common Stock being offered by the Registration Statement will be passed upon for the Registrant by Stephen T. Braun, Senior Vice President and General Counsel of the Registrant. As of June 30, 1995, Mr. Braun owned approximately 1,886 shares and had stock options to purchase 134,500 shares of Common Stock of the Registrant. 3 Item 6. Indemnification of Directors and Officers The Registrant's Restated Certificate of Incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she was a director or officer of the Registrant (or was serving at the request of the Registrant as a director, officer, employee or agent for another entity) will be indemnified and held harmless by the Registrant, to the full extent authorized by the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The Registrant's Restated Certificate of Incorporation provides that to the fullest extent permitted by Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Delaware General Corporation Law permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting director liability for monetary damages arising from breaches of their fiduciary duty. The only limitations imposed under the statute are that the provision may not eliminate or limit a director's liability (i) for breaches of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or known violations of law, (iii) for the payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) for transactions in which the director received an improper personal benefit. The Registrant is insured against liabilities which it may incur by reason of its indemnification of officers and directors in accordance with its Restated Certificate of Incorporation. In addition, directors and officers are insured, at the Registrant's expense, against certain liabilities that might arise out of their employment and are not subject to indemnification under the Restated Certificate of Incorporation. The foregoing summaries are necessarily subject to the complete text of the statutes, Restated Certificate of Incorporation and agreements referred to above and are qualified in their entirety by reference thereto. Item 7. Exemption From Registration Claimed. None 4 Item 8. Exhibits. 4.1 Restated Certificate of Incorporation of Registrant (previously filed as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated February 11, 1994).* 4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A dated August 31, 1993).* 4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit 3(b).1 to Registrant's Current Report on Form 8-K dated February 11, 1994).* 4.3 Specimen Certificate for shares of Common Stock, par value $.01 per share, of the Registrant (previously filed as Exhibit 4.1 to the Registrant's Form SE to Form 10-K for the fiscal year ended December 31, 1993).* 4.4 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note Due June 30, 1999 (previously filed as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.5 Registration Rights Agreement between the Registrant and The 1818 Fund, L.P. dated March 18, 1991 (previously filed as Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.6 Securities Purchase Agreement by and between the Registrant and The 1818 Fund, L.P. dated as of March 18, 1991 (previously filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.7 Warrant to purchase shares of Common Stock, par value $.01 per share, of the Registrant (previously filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.8 Registration Rights Agreement dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (previously filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989).* 4.9 Assignment and Assumption Agreement dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Registrant relating to the Registration Rights Agreement, as amended (previously filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.10 Amended and Restated Rights Agreement dated February 10, 1994 between the Registrant and Mid-America Bank of Louisville and Trust Company (previously filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 5 4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among Columbia/HCA Healthcare Corporation, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (previously filed as Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated as of September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803) on January 11, 1995).* 4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among Columbia/HCA Healthcare Corporation, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (previously filed as Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated as of September 26, 1994 (previously filed as Exhibit 4.10 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803) on January 11, 1995).* 4.13 Indenture dated as of December 15, 1993 between the Registrant and The First National Bank of Chicago, as Trustee (previously filed as Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.14 Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan. 5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities registered herein. 23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5 above). 23.2 Consent of Ernst & Young LLP, independent auditors. 24 Power of Attorney (included on the signature page of this Registration Statement). - ------------------------------- *Incorporated by reference. 6 Item 9. Undertakings The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on August 31, 1995. COLUMBIA/HCA HEALTHCARE CORPORATION /s/ Stephen T. Braun --------------------------------------------- By: Stephen T. Braun Senior Vice President and General Counsel KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen T. Braun, David C. Colby and Kenneth C. Donahey, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform such and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ R. Clayton McWhorter Chairman of the Board August 23, 1995 - -------------------------- R. Clayton McWhorter /s/ Thomas F. Frist, Jr.,M.D. Vice-Chairman of the Board August 23, 1995 - -------------------------- Thomas F. Frist, Jr.,M.D. /s/ Richard L. Scott President, Chief Executive August 23, 1995 - -------------------------- Officer (Principal Executive Richard L. Scott Officer and Director /s/ David C. Colby Senior Vice President August 23, 1995 - -------------------------- and Treasurer (Principal David C. Colby Financial Officer)
8
Signature Title Date - --------- ----- ---- /s/ Kenneth C. Donahey - -------------------------- Senior Vice President August 23, 1995 Kenneth C. Donahey and Controller (Principal Accounting Officer) /s/ Magdalena Averhoff, M.D. - -------------------------- Director August 23, 1995 Magdalena Averhoff, M.D. /s/ J. David Grissom - -------------------------- Director August 23, 1995 J. David Grissom /s/ Richard W. Hanselman - -------------------------- Director August 23, 1995 Richard W. Hanselman /s/ Charles J. Kane - -------------------------- Director August 23, 1995 Charles J. Kane /s/ John W. Landrum - -------------------------- Director August 23, 1995 John W. Landrum /s/ T. Michael Long - -------------------------- Director August 23, 1995 T. Michael Long /s/ Donald S. MacNaughton - -------------------------- Director August 23, 1995 Donald S. MacNaughton /s/ Darla D. Moore - -------------------------- Director August 23, 1995 Darla D. Moore /s/ Rodman W. Moorhead III - -------------------------- Director August 23, 1995 Rodman W. Moorhead III /s/ Carl F. Pollard - -------------------------- Director August 23, 1995 Carl F. Pollard /s/ Carl E. Reichardt - -------------------------- Director August 23, 1995 Carl E. Reichardt /s/ Frank S. Royal, M.D. - -------------------------- Director August 23, 1995 Frank S. Royal, M.D. /s/ Robert D. Walter - -------------------------- Director August 23, 1995 Robert D. Walter /s/ William T. Young - -------------------------- Director August 23, 1995 William T. Young
9 INDEX TO EXHIBITS Exhibits 4.1 Restated Certificate of Incorporation of Registrant (previously filed as Exhibit 3(a) to the Registrant's Current Report on Form 8-K dated February 11, 1994).* 4.2(a) By-laws of Registrant (previously filed as Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A dated August 31, 1993).* 4.2(b) Amendment to By-laws of Registrant (previously filed as Exhibit 3(b).1 to Registrant's Current Report on Form 8-K dated February 11, 1994).* 4.3 Specimen Certificate for shares of Common Stock, par value $.01 per share, of the Registrant (previously filed as Exhibit 4.1 to the Registrant's Form SE to Form 10-K for the fiscal year ended December 31, 1993).* 4.4 Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note Due June 30, 1999 (previously filed as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.5 Registration Rights Agreement between the Registrant and The 1818 Fund, L.P. dated March 18, 1991 (previously filed as Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.6 Securities Purchase Agreement by and between the Registrant and The 1818 Fund, L.P. dated as of March 18, 1991 (previously filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.7 Warrant to purchase shares of Common Stock, par value $.01 per share, of the Registrant (previously filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).* 4.8 Registration Rights Agreement dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (previously filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989).* 4.9 Assignment and Assumption Agreement dated as of February 10, 1994, between HCA-Hospital Corporation of America and the Registrant relating to the Registration Rights Agreement, as amended (previously filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.10 Amended and Restated Rights Agreement dated February 10, 1994 between the Registrant and Mid-America Bank of Louisville and Trust Company (previously filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 10 4.11(a) $750 Million Credit Agreement dated as of February 10, 1994, among Columbia/HCA Healthcare Corporation, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (previously filed as Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.11(b) Agreement and Amendment to $750 Million Credit Agreement dated as of September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803) on January 11, 1995).* 4.12(a) $1.5 Billion Credit Agreement dated as of February 10, 1994, among Columbia/HCA Healthcare Corporation, the Several Banks and Other Financial Institutions, and Chemical Bank as Agent and as CAF Loan Agent (previously filed as Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.12(b) Agreement and Amendment to $1.5 Billion Credit Agreement dated as of September 26, 1994 (previously filed as Exhibit 4.10 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (File No. 33-56803) on January 11, 1995).* 4.13 Indenture dated as of December 15, 1993 between the Registrant and The First National Bank of Chicago, as Trustee (previously filed as Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993).* 4.14 Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan. 5 Opinion of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant, as to the legality of the securities registered herein. 23.1 Consent of Stephen T. Braun, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5 above). 23.2 Consent of Ernst & Young LLP, independent auditors. 24 Power of Attorney (included on the signature page of this Registration Statement). - ----------------------------------- *Incorporated by reference. 11 EX-4.14 2 1995 MANAGEMENT STOCK PURCHASE PLAN Exhibit 4.14 Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan 1. Purposes; Construction. ---------------------- This Plan shall be known as the "Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan" and is hereinafter referred to as the "Plan". The purposes of the Plan are to attract and retain highly-qualified executives, to align executive and stockholder long-term interests by creating a direct link between executive compensation and stockholder return, to enable executives to develop and maintain a substantial share ownership position in Columbia/HCA Healthcare Corporation (the "Company"), and to provide incentives to such executives to contribute to the success of the Company's business. The provisions of the Plan are intended to satisfy the requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act") , and shall be interpreted in a manner consistent with the requirements thereof, as now or hereafter construed, interpreted and applied by regulation, rulings and cases. 2. Administration of the Plan. -------------------------- (a) The Plan shall be administered by the Compensation Committee ("the Committee") which consists of two or more directors of the Company, none of whom shall be officers or employees of the Company and all of whom shall be "disinterested persons" with respect to the Plan within the meaning of Rule 16(b) under the Exchange Act. The members of the Committee shall be appointed by and serve at the pleasure of the Board of Directors. (b) The Committee shall have plenary authority in its discretion, but subject to the express provisions of the Plan, (i) to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Agreements (which need not be identical), and (ii) to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee's determinations on the foregoing matters shall be final and conclusive. (c) No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any grant hereunder. 3. Definitions. ----------- As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "Agreement" shall mean an agreement entered into between the Company and a Participant in connection with a grant under the Plan. (b) "Board" shall mean the Board of Directors of the Company. (c) "Annual Bonus" shall mean the bonus earned by a Participant under the Annual Bonus Plan. (d) "Annual Bonus Plan" shall mean the Columbia/HCA Healthcare Corporation Annual Incentive Plan, as amended from time to time. (e) "Cause" shall mean the Participant's fraud, embezzlement, defalcation, gross negligence in the performance or nonperformance of the Participant's duties or failure or refusal to perform the Participant's duties (other than as a result of Disability) at any time while in the employ of the Company or a Subsidiary. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (g) "Committee" shall mean the Compensation Committee of the Board. (h) "Company" shall mean Columbia/HCA Healthcare Corporation, a Delaware corporation, or any successor corporation. (i) "Disability" shall mean a Participant's total and permanent inability to perform his or her duties with the Company or any or its subsidiaries or affiliates by reason of any medically determinable physical or mental impairment, within the meaning of Code Section 22(e)(3). (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time and as now or hereafter construed, interpreted and applied by regulations, rulings and cases. (k) "Fair Market Value" per Share or Restricted Share shall mean the average of the closing prices on the New York Stock Exchange Composite Transactions Tape (or its equivalent if the Shares are not traded on the New York Stock Exchange) of a Share for the five trading days prior to the relevant valuation date. (l) "Participant" shall mean a person who receives a grant of Restricted Shares under the Plan. (m) "Plan" shall mean the Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan. (n) "Restricted Period" shall have the meaning given in Section 6(d) hereof. 2 (o) "Restricted Share" or "Restricted Shares" shall mean the common stock purchased hereunder subject to restrictions. (p) "Restricted Share Unit" or "Restricted Share Units" shall have the meaning given in Section 6(j) hereof. (q) "Rule 16(b)-3" shall mean Rule 16(b)-3, as in effect from time to time, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule. (r) "Section 16 Person" shall mean a Participant who is subject to the reporting and short swing liability provisions of Section 16 of the Exchange Act. (s) "Shares" shall mean the voting shares of common stock of the Company, with a par value of $.01 per share. (t) "Subsidiary" shall mean any subsidiary of the Company (whether or not a subsidiary of the date the Plan is adopted) which is designated by the Committee or Board to participate in the Plan. 4. Stock Subject to Plan. --------------------- The maximum number of Shares which shall be reserved for the purchase of Restricted Shares under the Plan shall be 2,000,000 Shares, which number shall be subject to adjustment as provided in Article 7 hereof. Such Shares may be either authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company. If any outstanding Restricted Shares under the Plan should be forfeited and reacquired by the Company, the Shares so forfeited shall (unless the Plan shall have been terminated) again become available for use under the Plan, to the extent permitted by Rule 16(b)-3. 5. Eligibility. ----------- All Company officers shall be eligible to become Participants in this Plan. Each Participant may elect to apply an amount equal to not less than 20 percent of his or her Annual Bonus (less applicable payroll deductions) to the receipt of Restricted Shares granted pursuant to, and subject to the terms and conditions of this Plan. At the election of any Participant, he or she may elect to apply an amount equal to up to 100 percent of the Annual Bonus (less applicable payroll deductions) to the receipt of Restricted Shares granted pursuant to, and subject to the terms and conditions of, this Plan. The amount of the Annual Bonus used to purchase such Restricted Shares shall be calculated in accordance with the Company's Annual Bonus Plan. Since the Restricted Shares are "purchased" with part or all of the Annual Bonus, all Restricted Share grants under this Plan are sometimes referred to herein 3 as "purchases". Any such election shall be made in accordance with rules established by the Committee; provided, however, that any such election by a Section 16 Person must be made at least six months prior to the day the amount of the Section 16 Person's Annual Bonus is finally determined under the Annual Bonus Plan. Elections must be irrevocable and made not later than 90 days after the commencement of the fiscal year to which the Annual Bonus relates (except, in the Committee's discretion, an election as to the first Annual Bonus under the Annual Bonus Plan). 6. Restricted Shares. ----------------- Each grant of Restricted Shares under the Plan shall be evidenced by a written Agreement between the Company and Participant, in such form as the Committee may from time to time approve, and shall comply with the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish): (a) Number of Shares. Each Agreement shall state the number of Restricted Shares to be granted. (b) Price. The price of each Restricted Share granted under the Plan shall be discounted 25 percent from its Fair Market Value or the relevant valuation date. The relevant valuation date shall be the date the Committee designates as the payment date for the Annual Bonus. (c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (except by will or the applicable laws of descent and distribution) during the Restricted Period. The Committee may also impose such other restrictions and conditions on the Restricted Shares as it deems appropriate. (d) Restricted Period. Subject to such exceptions as may be determined by the Committee in its discretion, the Restricted Period for Restricted Shares granted under the Plan shall be three years from the date of grant. (e) Termination of Employment During Restricted Period. Except as provided in this Section 6(e) or in Section 6(g) hereof, if during the Restricted Period a Participant's employment is terminated either (i) for Cause by the Company or a subsidiary or (ii) for any reason by the Participant, the Participant shall receive a cash payment equal to the lesser of (i) the Fair Market Value on the last day of employment or (ii) the aggregate amount of the Annual Bonus applied to the receipt, in either case, of all Restricted Shares held by the Participant. Any additional value shall be forfeited. Except as otherwise provided in Section 6(e) or Section 6(g) hereof, if during a Restricted Period a Participant's employment is terminated by the Company or a subsidiary without Cause, the Participant shall receive a cash payment equal to either 4 (i) the Fair Market Value on the last day of employment or (ii) the aggregate amount of the Annual Bonus applied to the receipt, in either case, of all Restricted Shares held by the Participant. The Committee shall have the sole discretion as to the amount of the payment. Any additional value shall be forfeited. If the employment of a Participant holding Restricted Share Units terminates during the Restricted Period relating to such Restricted Share Units, they shall be treated in a manner substantially equivalent to the treatment of Restricted Shares set forth above. (f) Ownership. At the time of grant of Restricted Shares, a certificate representing the number of Shares thereunder shall be registered in the name of the Participant. Such certificate shall be held by the Company or any custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Committee, in its discretion, may determine. The Participant shall have all rights of a stockholder with respect to the Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions: (i) the Participant shall not be entitled to delivery of the stock certificate until the expiration of the Restricted Period and the fulfillment of any other restrictive conditions set forth in this Plan or the Agreement with respect to such Restricted Shares; (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such Restricted Period or until after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Committee, all of the Restricted Shares shall be forfeited and all rights of the Participant to such Shares shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company for the entire Restricted Period and unless any other restrictive conditions relating to the Restricted Shares are met. Any common stock, any other securities of the Company and any other property (except cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares. (g) Accelerated Lapse of Restrictions. Upon the termination of Participant's employment which results from the Participant's death or Disability, all restrictions then outstanding with respect to Restricted Shares held by such Participant shall automatically expire and be of no further force and effect. (h) Termination of Restrictions. At the end of the Restricted Period and provided that any other restrictive conditions of the Restricted Shares are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Agreement relating to the Restricted Shares or in the Plan shall lapse as to the Restricted Shares subject thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend (other than required under the Securities Act of 1933 or otherwise), shall be delivered to the Participant or his or her beneficiary or estate, as the case may be. 5 (i) Retirement of Participant. Upon retirement of Participant from the Company, the Committee shall have the sole discretion as to the status of the Restricted Shares. (j) Restricted Share Units. If, during the Restricted Period relating to a Participant's Restricted Shares, the Committee determines that the Company may lose its federal income tax deduction in connection with the future lapsing of the restrictions on such Restricted Shares because of the deductibility cap of Section 162(m) of the Code, the Committee, in its discretion, may convert some or all of such Restricted Shares into an equal number of Restricted Share Units, as to which payment will be postponed until such time as the payment will not cause the Company to lose its federal income tax deduction for such payment under Section 162(m). Until payment of the Restricted Share Units is made, the Participant will be credited with dividend equivalents on the Restricted Share Units, which dividend equivalents will be converted into additional Restricted Share Units. When payment of any Restricted Share Units is made, it will be made in unrestricted Shares, except as provided in Section 6(e) or Section 6(h) hereof. 7. Dilution and Other Adjustments. ------------------------------ In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, or other change in corporate structure affecting the Shares, such substitution or adjustment shall be made in the aggregate number of Shares reserved for issuance under the Plan and in the number of Restricted Shares outstanding under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of Shares subject to the Plan shall always be a whole number. 8. Payment of Withholding Taxes. ---------------------------- Subject to the requirements of Section 16(b) of the Exchange Act, the Committee shall have discretion to permit or require a Participant, on such terms and conditions as it determines, to pay all or a portion of any taxes arising in connection with a grant of Restricted Shares hereunder or the lapse of restrictions with respect thereto by having the applicable employer withhold Shares or by the Participant's delivering other Shares having a then-current Fair Market Value equal to the amount of taxes to be withheld. 9. No Rights to Employment. ----------------------- Nothing in the Plan or in any grant made or Agreement entered into pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or any subsidiary or to be entitled to any remuneration or benefits not set forth in the Plan or such Agreement or to interfere with, or limit in any way, the right of the Company or any subsidiary to terminate such Participant's employment. Grants made under the Plan shall not be affected by any change in duties or position of a Participant as long as such Participant continues to be employed by the Company or any subsidiary. 6 10. Amendment and Termination of the Plan. ------------------------------------- The Board at any time and from time to time may suspend, terminate, modify or amend the Plan; provided, however, that an amendment which requires stockholder approval in order for the Plan to continue to comply with Rule 16(b)-3 or any other law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders. No suspension, termination, modification or amendment of the Plan may adversely affect any grants previously made, unless the written consent of the Participant is obtained. 11. Approval of Stockholders. ------------------------ The Plan shall take effect upon its adoption by the Board but the Plan (and any purchases made prior to the stockholder approval described in this Article) shall be subject to the approval of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting of stockholders held in accordance with applicable law, which approval must occur within twelve months of the date the Plan is adopted by the Board. 12. Term of the Plan. ---------------- The Plan shall terminate ten years from the date that the Plan was approved by the Board. No other grants may be made after such termination, but termination of the Plan shall not, without the consent of the holder of the Restricted Shares, alter or impair any rights or obligations under any option or other award theretofore granted. 13. Governing Law. ------------- The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law. 7 COLUMBIA/HCA HEALTHCARE CORPORATION 1995 MANAGEMENT STOCK PURCHASE PLAN ELECTION FORM PARTICIPANT NAME:______________________________________________________________ (PLEASE PRINT) SOCIAL SECURITY NUMBER:______________________________________________ Subject to the provisions of the Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan (the "Plan"), I hereby elect to receive a portion or all of my Annual Bonus, if any, as follows: Restricted Shares Cash ____________________________ ____________________________ (Percentage of Annual Bonus) (Percentage of Annual Bonus) Note: If you elect to receive Restricted Shares it must be a minimum of 20 percent of the Annual Bonus. If you elect not to purchase Restricted Shares, you will need to put "0" in Restricted Shares and 100% in Cash. ______ I hereby elect to have my withholding taxes taken at the time of purchase. ______ I hereby elect to have my withholding taxes taken at the end of the restricted period. I have read the Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan and understand that the Restricted Shares and this form are subject to the terms of the Plan. I understand that this form must be returned to Columbia/HCA Healthcare Corporation, Compensation Committee, c/o Annie Middlebrook, One Park Plaza, Nashville, TN 37203 no later than _____________. If this form is not filed timely with the Compensation Committee, I will be deemed to have elected the option to receive all of my bonus in cash. Signed:______________________________ Date:________________________ EX-5 3 OPINION OF COUNSEL EXHIBIT 5 August 31, 1995 Columbia/HCA Healthcare Corporation One Park Plaza Nashville, Tennessee 37203 RE: Registration Statement on Form S-8 Columbia/HCA Healthcare Corporation 2,000,000 Shares of Common Stock Ladies and Gentlemen: I am Senior Vice President and General Counsel of Columbia/HCA Healthcare Corporation, a Delaware corporation, (the "Company") and have been involved with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 2,000,000 shares of Common Stock, $.01 par value of the Company (the "Common Stock") being offered to certain officers and executives of the Company and it's subsidiaries, pursuant to the Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan described in the Registration Statement. In connection with the offering of the Common Stock, I have examined the Restated Certificate of Incorporation, By-laws and other corporate records of the Company, and such other documents I have deemed relevant to this opinion. Based and relying solely upon the foregoing, it is my opinion that when the 2,000,000 shares of Common Stock or any portion thereof, are issued as described in the Registration Statement, such shares will be duly authorized, validly issued, fully paid and nonassessable. This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement as having passed upon the validity of the issuance of the Common Stock. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or rules and regulations of the Securities and Exchange Commission promulgated thereunder. Respectfully submitted, Stephen T. Braun Senior Vice President and General Counsel EX-23.2 4 CONSENT OF ERNST & YOUNG Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Columbia/HCA Healthcare Corporation 1995 Management Stock Purchase Plan of our report dated April 24, 1995 with respect to the consolidated financial statements of Columbia/HCA Healthcare Corporation included in its Current Report on Form 8-K dated April 24, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Nashville, Tennessee August 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----