Columbia/HCA Healthcare Corporation; Proposed Consent Agreement With Analysis To Aid Public Comment

FEDERAL TRADE COMMISSION

[File No. 951 0022]

Columbia/HCA Healthcare Corporation; Proposed Consent Agreement

With Analysis To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

-----------------------------------------------------------------------

SUMMARY: In settlement of alleged violations of federal law prohibiting

unfair acts and practices and unfair methods of competition, this

consent agreement, accepted subject to final Commission approval, would

permit, among other things, Columbia/HCA and Healthtrust, Inc. to

merge, provided that Columbia/HCA divests seven hospitals within twelve

months (nine months for the divestiture of three hospitals in the Salt

Lake City area). The proposed consent agreement would require the

respondent, for ten years, to obtain Commission approval before

acquiring another acute care hospital in any of the six market areas at

issue, and before transferring an acute care hospital in any of the

areas to another entity that already operates one in that area.

DATES: Comments must be received on or before July 24, 1995.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pa. Ave., NW., Washington, DC 20580

FOR FURTHER INFORMATION CONTACT:

Mark Horoschak, FTC/S-3115, Washington, DC 20580, (202) 326-2756.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal

Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Section 2.34 of

the Commission's Rules of Practice (16 CFR 2.34), notice is hereby

given that the following consent agreement containing a consent order

to cease and desist, having been filed with and accepted, subject to

final approval, by the Commission, has been placed on the public record

for a period of sixty (60) days. Public comment is invited. Such

comments or views will be considered by the Commission and will be

available for inspection and copying at its principal office in

accordance with Section 4.9(b)(6)(ii) of the Commission's Rules of

Practice (16 CFR 4.9(b)(6)(ii)). [[Page 27293]]

Agreement Containing Consent Order

In the matter of Columbia/HCA Healthcare Corporation, a

corporation File No. 951-0022.

The Federal Trade Commission (``Commission''), having initiated an

investigation into the proposed acquisition of Healthtrust, Inc.--The

Hospital Company (``Healthtrust'') by Columbia/HCA Healthcare

Corporation (``Columbia/HCA''), and of certain acts and practices of

Columbia/HCA, and it now appearing that Columbia/HCA (``proposed

respondent'') is willing to enter into an agreement containing an order

to divest certain assets, to cease and desist from making certain

acquisitions, and providing for other relief:

It is hereby agreed by and between the proposed respondent by its

duly authorized officers and attorneys, and counsel for the Commission

that:

1. The proposed respondent Columbia/HCA is a corporation organized,

existing, and doing business under and by virtue of the laws of

Delaware, with its principal place of business at One Park Plaza,

Nashville, Tennessee 37203.

2. The proposed respondent admits all the jurisdictional facts set

forth in the draft of complaint.

3. The proposed respondent waives:

a. any further procedural steps;

b. the requirement that the Commission's decision contain a

statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or

contest the validity of the order entered pursuant to this agreement;

and

d. any claim under the Equal Access to Justice Act.

4. This agreement shall not become a part of the public record of

the proceeding unless and until it is accepted by the Commission. If

this agreement is accepted by the Commission it, together with the

draft of complaint contemplated thereby, will be placed on the public

record for a period of sixty (60) days and information in respect

thereto publicly released. The Commission thereafter may either

withdraw its acceptance of this agreement and so notify the proposed

respondent, in which event it will take such action as it may consider

appropriate, or issue and serve its complaint (in such form as the

circumstances may require) and decision, in disposition of the

proceeding.

5. This agreement is for settlement purposes only and does not

constitute an admission by the proposed respondent that the law has

been violated as alleged in the draft of complaint or that the facts as

alleged in the draft of complaint, other than jurisdictional facts, are

true.

6. This agreement contemplates that, if it is accepted by the

Commission, and if such acceptance is not subsequently withdrawn by the

Commission pursuant to the provisions of Section 2.34 of the

Commission's Rules, the Commission may, without further notice to the

proposed respondent, (1) issue its complaint corresponding in form and

substance with the draft of complaint and its decision containing the

following order to divest and to cease and desist, and other relief in

disposition of the proceedings, and (2) make information public with

respect thereto. When so entered, the order shall have the same force

and effect and may be altered, modified, or set aside in the same

manner and within the same time provided by statute for other orders.

The order shall become final upon service. Delivery by the U.S. Postal

Service of the complaint and decision containing the agreed-to order to

proposed respondent's address as stated in this agreement shall

constitute service. The proposed respondent waives any right it may

have to any other manner of service. The complaint may be used in

construing the terms of the order, and no agreement, understanding,

representation, or interpretation not contained in the order or this

agreement may be used to vary or contradict the terms of the order.

7. The proposed respondent has read the proposed complaint and

order contemplated hereby. The proposed respondent understands that

once the order has been issued, it will be required to file one or more

compliance reports showing that it has fully complied with the order.

Proposed respondent further understands that the Commission's approval,

pursuant to the Commission's order in Docket No. C-3538, of the

Acquisition, as defined in the following order, is conditioned upon the

proposed respondent's compliance with the terms of the following order.

The proposed respondent further understands that it may be liable for

civil penalties in the amount provided by law for each violation of the

following order after it becomes final, or as the successor to

Healthtrust, Inc.--The Hospital Company, of the Commission's order in

Docket No. C-3538.

Order

I

It is ordered That, as used in this order, the following

definitions shall apply:

A. ``Columbia/HCA'' or ``respondent'' means Columbia/HCA Healthcare

Corporation, its partnerships, joint ventures, companies, subsidiaries,

divisions, and groups and affiliates controlled by Columbia/HCA; their

directors, officers, employees, agents, and representatives; and their

successors and assigns.

B. ``Healthtrust'' means Healthtrust, Inc.--The Hospital Company,

its partnerships, joint ventures, companies, subsidiaries, divisions,

and groups and affiliates controlled by Healthtrust; their directors,

officers, employees, agents, and representatives; and their successors

and assigns.

C. ``Commission'' means the Federal Trade Commission.

D. The ``Acquisition'' means the transaction contemplated by the

October 4, 1994, agreement between Columbia/HCA and Healthtrust,

whereby Columbia/HCA will acquire all the stock of Healthtrust, a

wholly-owned subsidiary of Columbia/HCA will be merged with and into

Healthtrust, and Healthtrust will operate as a wholly-owned subsidiary

of Columbia/HCA.

E. ``Acute care hospital'' means a health care facility, licensed

as a hospital, other than a federally-owned facility, having a duly

organized governing body with overall administrative and professional

responsibility, and an organized professional staff, that provides 24-

hour inpatient care, that may also provide outpatient services, and

having as a primary function the provision of inpatient services for

medical diagnosis, treatment, and care of physically injured or sick

persons with short term or episodic health problems or infirmities.

F. To ``operate'' an acute care hospital means to own, lease,

manage, or otherwise control or direct the operations of an acute care

hospital, directly or indirectly.

G. To ``acquire'' an acute care hospital means, directly or

indirectly, through subsidiaries, partnerships, or otherwise:

1. To acquire the whole or any part of the assets used or

previously used within the last two years (and still suitable for use)

for operating an acute care hospital from any person presently engaged

in, or within the two years preceding such acquisition engaged in,

operating an acute care hospital;

2. To acquire the whole or any part of the stock, share capital,

equity, or other interest in any person engaged in, or

[[Page 27294]] within the two years preceding such acquisition engaged

in, operating an acute care hospital;

3. To acquire or otherwise obtain the right to designate, directly

or indirectly, directors or trustees of an acute care hospital; or

4. To enter into any other arrangement to obtain direct or indirect

ownership, management, or control of an acute care hospital or any part

thereof, including, but not limited to, a lease of or management

contract for an acute care hospital.

H. ``Affiliate'' means any entity whose management and policies are

controlled in any way, directly or indirectly, by the person with which

it is affiliated.

I. ``Person'' means any natural person, partnership, corporation,

company, association, trust, joint venture, or other business or legal

entity, including any governmental agency.

J. ``Relevant area(s)'' means:

1. the Salt Lake City-Ogden Metropolitan Statistical Area,

encompassing three contiguous counties in northern Utah: Weber County,

Davis County, and Salt Lake County;

2. the Pensacola area, encompassing the Florida counties of

Escambia and Santa Rosa;

3. the Okaloosa area, encompassing the Florida county of Okaloosa;

4. the Denton area, encompassing the Texas counties of Cooke and

Denton (excluding the incorporated city of Lewisville and that portion

of Denton County south of Texas highway number 121);

5. the Ville Platte-Mamou-Opelousas area, encompassing the

Louisiana parishes of Evangeline and St. Landry; and

6. the Orlando area, encompassing the Florida counties of Seminole,

Orange, and Osceola.

K. ``CLHS'' means Central Louisiana Healthcare System Limited

Partnership, a Louisiana partnership in commendam in which Columbia/HCA

currently holds a partnership interest, its partnerships, joint

ventures, companies including the Ville Platte Medical Center,

subsidiaries, divisions, and groups and affiliates controlled by CLHS;

their directors, officers, employees, agents, and representatives; and

their successors and assigns.

L. ``ORHS'' means Orlando Regional Healthcare System, Inc., a

Florida corporation, its partnerships, joint ventures, companies,

subsidiaries, divisions, and groups and affiliates controlled by ORHS;

their directors, officers, employees, agents, and representatives; and

their successors and assigns.

M. The ``SSH Joint Venture'' means the Florida partnership in which

Healthtrust (through a wholly-owned subsidiary) and ORHS (through a

wholly-owned subsidiary) hold partnership interests, which owns and

operates the South Seminole Hospital in Longwood, Florida.

N. The ``SSH Joint Venture Interest'' means Healthtrust's interest

in the SSH Joint Venture.

O. The ``Schedule A Assets'' means the assets listed on the

attached Schedule A.

P. The ``Schedule B Assets'' means the assets listed on the

attached Schedule B.

Q. The ``Utah Healthtrust Assets'' means the assets listed on the

attached Schedule C.

R. ``Assets and Businesses'' include, but are not limited to, all

assets, properties, businesses, rights, privileges, contractual

interests, licenses, and goodwill of whatever nature, tangible and

intangible, including, without limitation, the following:

1. all real property interests (including fee simple interests and

real property leasehold interests, whether as lessor or lessee),

together with all buildings, improvements, and fixtures located

thereon, all construction in progress thereat, all appurtenances

thereto, and all licenses and permits related thereto (collectively,

the ``Real Property'');

2. all contracts and agreements with physicians, other health care

providers, unions, third party payors, HMOs, customers, suppliers,

sales representatives, distributors, agents, personal property lessors,

personal property lessees, licensors, licensees, consigners, and

consignees (collectively, the ``Contracts'');

3. all machinery, equipment, fixtures, vehicles, furniture,

inventories, and supplies (other than such inventories and supplies as

are used in the ordinary course of business during the time that

Columbia/HCA owns the assets) (collectively, the ``Personal

Property'');

4. all research materials, technical information, management

information systems, software, software licenses, inventions, trade

secrets, technology, know how, specifications, designs, drawings,

processes, and quality control data (collectively, the ``Intangible

Personal Property'');

5. all books, records, and files, excluding, however, the corporate

minute books and tax records of Columbia/HCA and its affiliates; and

6. all prepaid expenses.

II

It is further ordered That:

A. Respondent shall divest (or in the case of the Ville Platte

Medical Center shall cause CLHS to divest), absolutely and in good

faith, within twelve (12) months of the date this order becomes final,

the Schedule A Assets.

B. Respondent shall also divest absolutely and in good faith,

within twelve (12) months of the date this order becomes final, the

Assets and Business of, including all improvements, additions, and

enhancements made to such facilities prior to divestiture, either of

the following:

1. Denton Regional Medical Center, 4405 North Interstate 35,

Denton, Texas 76207, including the following (collectively ``DRMC''):

a. DRMC Office Building, 4401 North I-35, Denton, Texas 76207;

b. the medical office building and vacant land at 3353 I-35E South,

Denton, Texas 76107;

c. the satellite offices operated at Denton Regional Medical

Center, 1207A North Grand Avenue, Gainesville, Texas 76240;

d. Flow Rehabilitation Hospital, 1310 Scripture, Denton, Texas

76201;

e. Denton Regional Medical Center--Little Elm, 420 FM720 West,

Suite 9, Little Elm, Texas 75068;

f. Professional Health Care Services, 621 Londonderry Lane, Denton,

Texas 76205; or

2. Denton Community Hospital, 107 N. Bonnie Brae, Denton, Texas

76201, and the Medical Office Building at Scripture/Bonnie Brae

(collectively ``Denton Community Hospital'').

C. Respondent shall also divest such additional Assets and

Businesses ancillary to the Schedule A Assets and to either DRMC or

Denton Community Hospital, and effect such arrangements as are

necessary to assure the marketability, viability, and competitiveness

of the Schedule A Assets, DRMC and Denton Community Hospital.

D. Respondent shall divest the Schedule A Assets, and either DRMC

or Denton Community Hospital, only to an acquirer or acquirers that

receive the prior approval of the Commission and only in a manner that

receives the prior approval of the Commission. If respondent proposes

to divest Denton Community Hospital, it must provide the Commission

with the written consent of the landlord of such facilities to the

proposed assignment and divestiture at the time that Commission

approval of the divestiture is sought. The purpose of the divestitures

of the Schedule A Assets and of either DRMC or Denton Community

Hospital, is to ensure the continuation of the Schedule A Assets and of

either DRMC or Denton [[Page 27295]] Community Hospital, as ongoing,

viable acute care hospitals and to remedy the lessening of competition

resulting from the Acquisition as alleged in the Commission's

complaint.

E. With respect to the Schedule A Assets and DRMC, respondent shall

comply with all terms of the Agreement to Hold Separate Regarding the

Florida, Texas, and Louisiana Assets, attached hereto and made a part

hereof as Appendix I. Said Hold Separate shall continue in effect until

such time as respondent had fulfilled the divestiture requirements of

this order or until such other time as said Hold Separate provides.

F. Pending divestiture of the Schedule A Assets and DRMC or Denton

Community Hospital, respondent shall take such actions as are necessary

to maintain the present marketability, viability, and competitiveness

of the Schedule A Assets, DRMC, and Denton Community Hospital, and to

prevent the destruction, removal, wasting, deterioration, or impairment

of any of the Schedule A Assets, DRMC, and Denton Community Hospital,

except for ordinary wear and tear.

G. A condition of approval by the Commission of each divestiture

shall be a written agreement by the acquirer(s) of the Schedule A

Assets and of either DRMC or Denton Community Hospital, that it will

not sell for a period of ten (10) years from the date of divestiture,

directly or indirectly, through subsidiaries, partnerships, or

otherwise, without the prior approval of the Commission, any Schedule A

Asset, DRMC, or Denton Community Hospital to any person who operates,

or will operate immediately following the sale, any other acute care

hospital in the same relevant area where the divested acute care

hospital is located. Provided, however, that the acquirer is not

required to seek prior approval of the Commission for the sale of any

of the assets identified in any Part II of Schedule A.

III

It is further ordered That:

A. Within six (6) months of the date this order becomes final,

respondent shall terminate, absolutely and in good faith, the SSH Joint

Venture, by either acquiring ORSH's interest in the SSH Joint Venture

or by divesting the SSH Joint Venture Interest. The purpose of the

termination of the SSH Joint Venture is to ensure the continuation of

the South Seminole Hospital as an ongoing, viable acute care hospital

and to remedy the lessening of competition resulting from the

Acquisition as alleged in the Commission's complaint.

B. If respondent terminates the SSH Joint Venture by acquiring

ORHS's interest in the SSH Joint Venture, such acquisition shall occur

only in such a manner that receives the prior approval of the

Commission. If respondent terminates the Joint Venture by divesting the

SSH Joint Venture Interest, such divestiture shall be made only to an

acquirer that receives the prior approval of the Commission and only in

a manner that receives the prior approval of the Commission.

C. With respect to the SSH Joint Venture Interest, respondent shall

comply with all terms of the Agreement to Hold Separate Regarding the

Florida, Texas, and Louisiana Assets, attached hereto and made a part

hereof as Appendix I. Said Hold Separate shall continue in effect until

such time as respondent has fulfilled the divestiture requirements of

this order or until such other time as said Hold Separate provides.

D. Pending the divestiture of the SSH Joint Venture Interest,

respondent shall take such actions as are necessary to maintain the

present marketability, viability, and competitiveness of the South

Seminole Hospital, and to prevent the destruction, removal, wasting,

deterioration, or impairment of the South Seminole Hospital, except for

ordinary wear and tear.

E. A condition of approval by the Commission of the divestiture of

the SSH Joint Venture Interest, to any acquirer except ORHS, shall be a

written agreement by the acquirer of the SSH Joint Venture Interest

that it will not sell for a period of ten (10) years from the date of

divestiture, directly or indirectly, through subsidiaries,

partnerships, or otherwise, without the prior approval of the

Commission, any interest in South Seminole Hospital to any person who

operates, or will operate immediately following the sale, any other

acute care hospital in the Orlando area.

IV

It is further ordered That:

A Respondent shall divest, absolutely and in good faith, within

nine (9) months of the date the Commission approves the Acquisition

pursuant to Paragraph IV.E. of the order in Docket No. C-3538, the

Schedule B Assets.

B. Respondent shall also divest such additional Assets and

Businesses ancillary to the Schedule B Assets and effect such

arrangements as are necessary to assure the marketability, viability,

and competitiveness of the Schedule B Assets.

C. Respondent shall divest the Schedule B Assets only to an

acquirer or acquirers that receive the prior approval of the

Commission, and only in a manner that receives the prior approval of

the Commission. The purpose of the divestitures of the Schedule B

Assets is to ensure the continuation of the Schedule B Assets as

ongoing, viable acute care hospitals and to remedy the lessening of

competition resulting from the acquisition as alleged in the

Commission's complaint and as described in the Commission's letter

approving the Acquisition.

D. Respondent shall comply with all terms of the Agreement to Hold

Separate regarding the Utah Healthtrust Assets listed on Schedule C,

and as described in Appendix II which is attached hereto and made a

part hereof (``Utah Hold Separate''). Said Utah Hold Separate shall

continue in effect until such time as respondent has fulfilled the

divestiture requirements of Paragraph IV of this order, or until such

other time as the Utah Hold Separate provides.

E. Pending divestiture of the Schedule B Assets, respondent shall

take such actions as are necessary to maintain the present

marketability, viability, and competitiveness of the Schedule B Assets

and of the Utah Healthtrust Assets, and to prevent the destruction,

removal, wasting, deterioration, or impairment of any of the Schedule B

Assets and any of the Utah Healthtrust Assets, except for ordinary wear

and tear.

F. A condition of approval by the Commission of each divestiture

shall be a written agreement by the acquirer(s) of each Schedule B

Asset that it will not sell for a period of ten (10) years from the

date of divestitute, directly or indirectly, through subsidiaries,

partnerships, or otherwise, without the prior approval of the

Commission, any Schedule B Asset to any person who operates, or will

operate immediately following the sale, any other acute care hospital

in the same relevant area where the divested acute care hospital is

located. Provided, however, that the acquirer is not required to seek

prior approval of the Commission for the sale of any of the assets

identified in any Part II of Schedule B.

V

It Is further ordered That:

A. If the respondent has not divested (or in the case of the Ville

Platte Medical Center has not caused CLHS to divest), absolutely and in

good faith and with the Commission's prior approval, each Schedule A

Asset and either DRMC or Denton Community Hospital, in accordance with

this order, within twelve (12) months of the date this order

[[Page 27296]] becomes final, the Commission may appoint a trustee to

divest the undivested Schedule A Assets and either DRMC or Denton

Community Hospital.

B. If the respondent has not terminated absolutely and in good

faith and with the Commission's prior approval, the SSH Joint Venture,

in accordance with this order, within six (6) months of the date this

order becomes final, the Commission may appoint a trustee to divest the

SSH Joint Venture Interest.

C. If the respondent has not divested, absolutely and in good faith

and with the Commission's prior approval, each Schedule B Asset, in

accordance with this order within nine (9) months of the date the

Commission approves the Acquisition pursuant to the order in Docket No.

C-3538, the Commission may appoint a trustee to divest the Utah

Healthtrust Assets.

D. In the event that the Commission or the Attorney General brings

an action for any failure to comply with this order or in any way

relating to the Acquisition, pursuant to section 5(l) of the Federal

Trade Commission Act, 15 U.S.C. 45(l), or any other statute enforced by

the Commission, the respondent shall consent to the appointment of a

trustee in such action. Neither the appointment of a trustee nor a

decision not to appoint a trustee under Paragraph V.A, V.B, or V.C

shall preclude the Commission or the Attorney General from seeking

civil penalties or any other relief available to it for any failure by

the respondent to comply with this order, or the order in Docket No. C-

3538.

E. If a trustee is appointed by the Commission or a court pursuant

to Paragraph V.A, V.B, or V.C of this order, the respondent shall

consent to the following terms and conditions regarding the trustee's

powers, duties, authority, and responsibilities:

1. The Commission shall select the trustee, subject to the consent

of the respondent, which consent shall not be unreasonably withheld.

The trustee shall be a person with experience and expertise in

acquisitions and divestitures. If respondent has not opposed, in

writing, including the reasons for opposing, the selection of any

proposed trustee within ten (10) days after notice by the staff of the

Commission to respondent of the identity of any proposed trustee,

respondent shall be deemed to have consented to the selection of the

proposed trustee.

2. Subject to the prior approval of the Commission, the trustee

shall have the exclusive power and authority to divest any undivested

Schedule A Asset, DRMC or Denton Community Hospital, the SSH Joint

Venture Interest, or Utah Healthtrust Asset.

3. Within ten (10) days after appointment of the trustee,

respondent shall execute a trust agreement that, subject to the prior

approval of the Commission and, in the case of a court-appointed

trustee, of the court, transfers to the trustee all rights and powers

necessary to permit the trustee to effect the divestiture(s) required

by this order.

4. The trustee shall have twelve (12) months from the date the

Commission approves the trust agreement described in Paragraph V.E.3 to

accomplish the divestiture(s), which shall be subject to the prior

approval of the Commission. If, however, at the end of the twelve-month

period, the trustee has submitted a plan of divestiture or believes

that divestiture can be achieved within a reasonable time, the

divestiture period may be extended by the Commission, or in the case of

a court-appointed trustee, by the court; provided however, the

Commission may extend this period only two (2) times.

5. The trustee shall have full and complete access to the

personnel, books, records, and facilities related to the Schedule A

Assets, DRMC, Denton Community Hospital, the SSH Joint Venture

Interest, the Schedule B Assets, the Utah Healthtrust Assets, or to any

other relevant information as the trustee may request. Respondent shall

develop such financial or other information as such trustee may

reasonably request and shall cooperate with the trustee. Respondent

shall take no action to interfere with or impede the trustee's

accomplishment of the divestiture(s). Any delays in divestiture caused

by respondent shall extend the time for divestiture under this

Paragraph in an amount equal to the delay, as determined by the

Commission or, for a court appointed trustee, by the court.

6. The trustee shall use his or her best efforts to negotiate the

most favorable price and terms available in each contract that is

submitted to the Commission, subject to the respondent's absolute and

unconditional obligation to divest at no minimum price. The

divestiture(s) shall be made in the manner and to an acquirer(s) as set

forth in Paragraph II for the Schedule A Assets and DRMC or Denton

Community Hospital; Paragraph III for the SSH Joint Venture Interest;

and Paragraph IV and Paragraph V.C for the Utah Healthtrust Assets;

provided, however, if the trustee receives bona fide offers from more

than one acquiring entity for any one facility or asset, and if the

Commission determines to approve more than one such acquiring entity,

the trustee shall divest to the acquiring entity selected by respondent

from among those approved by the Commission.

7. The trustee shall serve, without bond or other security, at the

cost and expense of the respondent, on such reasonable and customary

terms and conditions as the Commission or a court may set. The trustee

shall have the authority to employ, at the cost and expense of

respondent, such consultants, accountants, attorneys, investment

bankers, business brokers, appraisers, and other representatives and

assistants as are necessary to carry out the trustee's duties and

responsibilities. The trustee shall account for all monies derived from

the sale and all expenses incurred. After approval by the Commission

and, in the case of a court-appointed trustee, by the court, of the

account of the trustee, including fees for his or her services, all

remaining monies shall be paid at the direction of the respondent and

the trustee's power shall be terminated. The trustee's compensation

shall be based at least in significant part on a commission arrangement

contingent on the trustee's divesting the undivested Schedule A Assets,

either DRMC or Denton Community Hospital, the SSH Joint Venture

Interest, or the Utah Healthtrust Assets.

8. Respondent shall indemnify the trustee and hold the trustee

harmless against any losses, claims, damages, liabilities, or expenses

arising out of, or in connection with, the performance of the trustee's

duties, including all reasonable fees of counsel and other expenses

incurred in connection with the preparation for, or defense of any

claim, whether or not resulting in any liability, except to the extent

that such liabilities, losses, damages, claims, or expenses result from

misfeasance, gross negligence, willful or wanton acts, or bad faith by

the trustee.

9. If the trustee ceases to act or fails to act diligently, a

substitute trustee shall be appointed in the same manner as provided in

Paragraph V.A, V.B, or V.C of this order.

10. The Commission or, in the case of a court-appointed trustee,

the court, may on its own initiative, or at the request of the trustee,

issue such additional orders or directions as may be necessary or

appropriate to accomplish the divestiture(s) required by this order.

11. The trustee shall have no obligation or authority to operate or

maintain the Schedule A Assets, DRMC, Denton Community Hospital, the

SSH [[Page 27297]] Joint Venture Interest, or the Utah Healthtrust

Assets.

12. The trustee shall report in writing to the respondent and to

the Commission every sixty (60) days concerning the trustee's effort to

accomplish divestiture.

VI

It is further ordered That, for a period of ten (10) years from the

date this order becomes final, respondent shall not, without the prior

approval of the Commission, directly or indirectly, through

subsidiaries, partnerships, or otherwise:

A. Acquire any stock, share capital, equity, or other interest in

any person presently engaged in, or within the two years preceding such

acquisition engaged in, operating an acute care hospital in any

relevant area;

B. Acquire any assets used, or previously used, in any relevant

area (and still suitable for use) for operating an acute care hospital

from any person presently engaged in, or within the two years preceding

such acquisition engaged in, operating an acute care hospital in any

relevant area;

C. Enter into any agreement or other arrangement to obtain direct

or indirect ownership, management, or control of any acute care

hospital, or any part thereof, in any relevant area, including but not

limited to, a lease of or management contract for any such acute care

hospital;

D. Acquire or otherwise obtain the right to designate, directly or

indirectly, directors or trustees of any acute care hospital in any

relevant area;

E. Permit any acute care hospital it operates in any relevant area

to be acquired by any person that operates, or will operate immediately

following such acquisition, any other acute care hospital in the same

relevant area.

Provided, however, that such prior approval shall not be required

for:

1. the establishment by respondent of a new acute care hospital

facility in a relevant area: (a) that is a replacement for an existing

acute care hospital facility operated by respondent, and not required

to be divested by respondent pursuant to this order, in the same

relevant area; or (b) that is not a replacement for any acute care

hospital facility in any relevant area;

2. any transaction otherwise subject to this Paragraph VI of this

order if the fair market value of (or, in case of an asset acquisition,

the consideration to be paid for) the acute care hospital or part

thereof to be acquired does not exceed one million dollars

($1,000,000); or

3. the acquisition of products or services in the ordinary course

of business.

VII

It is further ordered That, for a period of ten (10) years from the

date this order becomes final, respondent shall not, directly or

indirectly, through subsidiaries, partnerships or otherwise, without

providing advance written notification to the Commission, consummate

any joint venture or other arrangement with any other acute care

hospital in any relevant area for the joint establishment or operation

of any new acute care hospital, or any hospital, medical, surgical,

diagnostic, or treatment service or facility, or part thereof in the

same relevant area where both parties operate an acute care hospital.

Such advance notification shall be filed immediately upon respondent's

issuance of a letter of intent for, or execution of an agreement to

enter into, such a transaction, whichever is earlier.

Said notification required by this Paragraph VII of this order

shall be given on the Notification and Report Form set forth in the

Appendix to Part 803 of Title 16 of the Code of Federal Regulations (as

amended), and shall be prepared and transmitted in accordance with the

requirements of that part, except that no filing fee will be required

for any such notification, notification need not be made to the United

Stated Department of Justice, and notification is required only of

respondent and not of any other party to the transaction. Respondent is

not required to observe any waiting period for said notification

required by this Paragraph VII.

Respondent shall comply with reasonable requests by the Commission

staff for additional information concerning any transaction subject to

this Paragraph VII of this order, within fifteen (15) days of service

of such requests.

Provided, however, that no transaction shall be subject to this

Paragraph VII of this order if:

1. the fair market value of the assets to be contributed to the

joint venture or other arrangement by acute care hospitals not operated

by respondent does not exceed one million dollars ($1,000,000);

2. the service, facility, or part thereof to be established or

operated in a transaction subject to this order is to engage in no

activities other than the provision of the following services: Laundry;

data processing; purchasing; materials management; billing and

collection; dietary; industrial engineering; maintenance; printing;

security; records management; laboratory testing; personnel education,

testing, or training; or

3. notification is required to be made, and has been made, pursuant

to Section 7A of the Clayton Act, 15 U.S.C. 18a, or prior approval by

the Commission is required, and has been requested, pursuant to

Paragraph VI of this order.

VIII

It is further ordered That, for a period of ten (10) years from the

date this order becomes final, respondent shall not permit all, or any

substantial part of, any acute care hospital it operates in any

relevant area to be acquired by any other person (except pursuant to

the divestitures required by Paragraphs II, III, and IV of this order),

unless the acquiring person files with the Commission, prior to the

closing of such acquisition, a written agreement to be bound by the

provisions of this order, which agreement respondent shall require as a

condition precedent to the acquisition.

IX

It is further ordered That:

A. Within sixty (60) days after the date this order becomes final

and every sixty (60) days thereafter until the respondent has fully

complied with Paragraphs II, III, and IV of this order, respondent

shall submit to the Commission a verified written report setting forth

in detail the manner and form in which it intends to comply, is

complying, and has complied with Paragraphs II, III, and IV of this

order. Respondent shall include in its compliance reports, among other

things that are required from time to time, a full description of the

efforts being made to comply with Paragraphs II, III, and IV of the

order, including a description of all substantive contacts or

negotiations for the divestitures or the termination of the SSH joint

venture, and the identify of all parties contacted. Respondent shall

include in its compliance reports copies of all written communications

to and from such parties, all internal memoranda, and all reports and

recommendations concerning the divestitures.

B. One (1) year from the date this order becomes final, annually

for the next nine (9) years on the anniversary of the date this order

becomes final, and at other times as the Commission may require,

respondent shall file a verified written report with the Commission

setting forth in detail the manner and form in which it has complied

and it is complying with Paragraphs V, VI, VII, and VIII of this

order. [[Page 27298]]

X

It is further ordered That respondent shall notify the Commission

at least thirty (30) days prior to any proposed change in the corporate

respondent such as dissolution, assignment, sale resulting in the

emergence of a successor corporation, or the creation or dissolution of

subsidiaries or any other change in the corporation that may affect

compliance obligations arising out of the order.

XI

It is further ordered That, for the purpose of determining or

securing compliance with this order, the respondent shall permit any

duly authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel, to

inspect and copy all books, ledgers, accounts, correspondence,

memoranda, and other records and documents in the possession or under

the control of the respondent relating to any matters contained in this

order; and

B. Upon five days' notice to respondent and without restraint or

interference from it, to interview officers, directors, or employees of

respondent, who may have counsel present regarding such matters.

Schedule A

The assets to be divested pursuant to Paragraph II (``Schedule A

Assets'') shall consist of, without limitation, all Assets and

Businesses (including all improvements, additions and enhancements made

to such assets prior to divestiture), of the following:

A. The Pensacola area Schedule A Assets are:

Part I

1. Medical Center of Santa Rosa, Inc., d.b.a. Santa Rosa Medical

Center, 1450 Berryhill Road, Milton, Florida 32570

Part II

2. MRI (Magnetic Resonance Imaging)--free-standing modular building

attached to hospital by walkway, leased 60 months--originated in 1993.

3. EMS (Emergency Medial Services), 4930 Glover Lane, Milton, Florida

32570

4. Berryhill Medical Park--including undeveloped land Milton, Florida

32570

Master Leased 10 years:

Building 1--1540 Berryhill Medical Park (7,612 sq. ft.)

Building 2--1550 Berryhill Medical Park (5,943 sq. ft.)

Building 3--1560 Berryhill Medical Park (4,427 sq. ft.)

5. Santa Rosa Primary Care Center, Leased Building at 4928 Highway 90,

Pace, Florida 32571

6. Office Space Leases (as Tenant):

3,250 sq. ft. from Pace Medical Center Partnership, 2874 Highway

90, Building A, Pace, Florida 32571

1,360 sq. ft. from Pace Medical Center Partnership, 2874 Highway

90, Building B, Pace, Florida 32571

25,200 sq, ft. from Dave Gilbert, 5950 Berryhill Road, Building

1.3, Santa Rosa, Florida 32570

2. The Okaloosa area Schedule A Assets are:

Part I

1. North Okaloosa Medical Center--Hospital, 151 Redstone Avenue,

Crestview, Florida 32539 (with approximately 34 acres of land).

Part II

2. Crestview Professional Condominium Association, Professional Office

Buildings, 131 Redstone Avenue, Crestview, Florida 32539 (Suites 101,

103, 104, 105, 107, 108, 109)

3. Lease of North Okaloosa Medical Office Building, 131 Redstone

Avenue, Crestview, Florida 32539 (Suites 125, 127 and 129)

4. Lease of Medical Office Building, 127 Redstone Avenue, Crestview,

Florida 32539

5. Rural Health Clinic, LaGrange Medical Clinic Building, Rt. 3, Box

16, Highway 331 North, Freeport, Florida 34329

6. Bluewater Bay Clinic, Market Place Professional Center, 1507

Merchants Way, Niceville, Florida 32588

7. Rural Health Clinic, Lease of Access Medical Clinic Building, 130

Redstone Avenue, Crestview, Florida 32539

3. The Ville Platte-Mamou-Opelousas area Schedule A Assets are:

Part I

1. Ville Platte Medical Center, 800 East Main Street, Ville Platte,

Louisiana 70586

Part II

2. Lease (expires October 1995) of the Ardwin Physicians Office

Building, Ville Platte, Louisiana

Schedule B

The assets to be divested pursuant to Paragraph IV (``Schedule B

Assets'') shall consist of, without limitation, all Assets and

Businesses (including all improvements, additions and enhancements made

to such assets prior to divestiture), of the following:

a. The Pioneer Valley Assets are:

Part I

1. Pioneer Valley Hospital, 3460 South Pioneer Park, West Valley City,

Utah 84120

Part II

2. Three (3) Medical Office Buildings (on hospital campus)

3. Lease of 69,382 sq. ft. (on hospital campus)

4. Land (empty lot), 40th West Street, West Jordan, Utah 84088

5. Lease of 11,750 sq. ft. (corner of 90th South Street and 27th West

Street), West Jordan, Utah 84088

6. Least of 7,134 sq. ft., 150 Wright Bros. Drive, Suite 540, Salt Lake

City, Utah 84116

7. Salt Lake Industrial Clinic, 441 S. Redwood Road, Salt Lake City,

Utah 84104

B. The Jordan Valley Assets are:

Part I

1. Jordan Valley Hospital, 3580 West 9000 South, West Jordan, Utah

84088

Part II

2. Three (3) leases of office space (on hospital campus) (12,000 sq,

ft.; 3,374 sq. ft; and 4,620 sq. ft)

3. 12% limited liability partnership in South Ridge Professional Plaza

(on campus)

4. Lease of Medical Office Building (Perry Realty), South Valley

Medical Plaza, 3590 West 9000 South, West Jordan, Utah 84088

C. The Davis Hospital Assets are:

Part I

1. Davis Hospital and Medical Center, 1600 West Antelope Drive, Layton,

Utah 84041

Part II

2. Medical Office Building, 1660 West Antelope Drive, Layton, Utah

84041

3. Medical Office Building, 2132 North 1700 West, Layton, Utah 84041

Schedule C--Utah Healthtrust Assets

The Utah Healthtrust Assets shall consist of, without limitation,

all Assets and Businesses (including all improvements, additions and

enhancements made to such assets prior to divestiture), of Healthtrust

in the State of Utah at the time of the Acquisition, including, without

limitation, the following:

1. The following facilities:

a. Pioneer Valley Hospital, 3460 South Pioneer Park, West Valley

City, Utah 84120; three (3) medical office buildings on the campus of

the hospital; the lease of 69,382 sq. feet on the hospital campus; land

(empty lot) at [[Page 27299]] 40th West Street, West Jordan, Utah

84088; lease of 11,750 sq. ft. (corner of 90th South Street and 27th

West Street), West Jordan, Utah 84088; and lease of 7,134 sq. ft., 150

Wright Bros. Drive, Suite 540, Salt Lake City, Utah 84116;

b. Jordan Valley Hospital, 3580 West 9000 South, West Jordan, Utah

84084; three (3) leases of office space on the campus of the hospital

(12,000 sq. ft., 3,374 sq. ft., and 4,620 sq. ft.); a 12 percent

limited lability partnership in South Ridge Professional Plaza, and the

lease of Medical Office Building (Perry Realty), South Valley Medical

Plaza; 3590 West 9000 South, West Jordan, Utah 84088;

c. Lakeview Hospital, 630 East Medical Drive, Bountiful, Utah

84010;

d. Brigham City Community Hospital, 950 South 500 West, Brigham

City, Utah 84302;

e. Ogden Regional Medical Center, 5475 South 500 East, Ogden, Utah

84405;

f. Castleview Hospital, 300 North Hospital Drive, Price, Utah

84501;

g. Springville Medical Center, 730 East 300 South, Springville,

Utah 84663; and

h. Ashley Valley Medical Center, 151 West 200 North, Vernal, Utah

84078; and

2. HTI of Utah, Inc., its partnerships, joint ventures, companies,

subsidiaries, divisions, and groups and affiliates controlled by HTI of

Utah or Healthtrust in Utah; their directors, officers, employees,

agents, and representatives; and their successors and assigns; and the

following corporations and their successors and assigns;

a. Brigham City Community Hospital, Inc.;

b. Castleview Hospital, Inc.;

c. HTI HomeMed of Utah, Inc.;

d. HTI-Managed Care of Utah, Inc.;

e. HTI Physician Services of Utah, Inc.;

f. HTI Utah Data Corporation;

g. Hospital Corporation of Utah;

h. Intergroup Healthcare Corporation of Utah;

i. Medical Services of Salt Lake City, Inc.;

j. MHHE Corporation;

k. Mountain View Hospital, Inc.;

l. Ogden Medical Center, Inc.;

m. Pioneer Valley Hospital, Inc.; and

n. West Jordan Hospital Corporation.

Appendix I--Agreement to Hold Separate Regarding the Florida, Texas,

and Louisiana Assets

In the matter of Columbia/HCA Healthcare Corporation, a

corporation. File No. 951-0022.

This agreement to Hold Separate Regarding the Florida, Texas and

Louisiana Assets (``Agreement'') is by and between Columbia/HCA

Healthcare Corporation (``Columbia/HCA'' or ``respondent''), a

corporation organized, existing, and doing business under and by

virtue of the laws of the State of Delaware, with its principal

place of business at One Park Plaza, Nashville, Tennessee 37203; and

the Federal Trade Commission (``Commission''), an independent agency

of the United States Government, established under the Federal Trade

Commission Act of 1914, 15 U.S.C. 41, et seq.

Premises

Whereas, on October 4, 1994, Columbia/HCA and Healthtrust Inc.--

The Hospital Company (``Healthtrust'') entered into an agreement

whereby Columbia/HCA will acquire all the stock of Healthtrust, a

wholly-owned subsidiary of Columbia/HCA will be merged with and into

Healthtrust, and Healthtrust will operate as a wholly-owned

subsidiary of Columbia (the ``Acquisition''); and

Whereas, Columbia/HCA, with its principal place of business at

one Park Plaza, Nashville, Tennessee 37203, owns and operates, among

other things, acute care hospitals; and

Whereas, the Commission is now investigating the Acquisition to

determine if it would violate any of the statutes enforced by the

Commission; and

Whereas, if the Commission accepts the Agreement Containing

Consent Order (``Consent Order''), which would require the

divestiture of certain assets listed in Paragraph II of the Consent

Order (``Schedule A Assets and DRMC or Denton Community Hospital'')

and termination of certain interests described in Paragraph III of

the Consent Order (``SSI Joint Venture''), the Commission must place

the Consent Order on the public record for a period of at least

sixty (60) days and may subsequently withdraw such acceptance

pursuant to the provisions of Section 2.34 of the Commission's

Rules; and

Whereas, the Commission is concerned that if an understanding is

not reached, preserving the status quo ante of the Schedule A

Assets, DRMC and the SSI Joint Venture Interest (collectively the

``Hold Separate Assets''), during the period prior to the final

acceptance and issuance of the Consent Order by the Commission

(after the 60-day public comment period), divestitures resulting

from any proceeding challenging the legality of the Acquisition

might not be possible, or might be less than an effective remedy;

and

Whereas, the Commission is concerned that if the Acquisition is

consummated, it will be necessary to preserve the Commission's

ability to require the divestitures of the Schedule A Assets, DRMC

or Denton Community Hospital, and the SSI Joint Venture Interest,

and the Commission's right to have the Hold Separate Assets continue

as viable acute care hospitals independent of Columbia/HCA; and

Whereas, the purposes of this Agreement and the Consent Order

are to:

(i) preserve the Hold Separate Assets as viable, competitive,

and ongoing acute care hospitals, independent of Columbia/HCA,

pending the divestitures of the Schedule A Assets and DRMC or Denton

Community Hospital, and the termination of the SSI Joint Venture as

required under the terms of the Consent Order;

(ii) prevent interim harm to competition from the operation of

the Hold Separate Assets pending the divestitures as required under

the terms of the Consent Order;

(iii) remedy any anticompetitive effects of the Acquisition;

Whereas, respondent's entering into this Agreement shall in no

way be construed as an admission by respondent that the Acquisition

is illegal; and

Whereas, respondent understands that no act or transaction

contemplated by this Agreement shall be deemed immune or exempt from

the provisions of the antitrust laws or the Federal Trade Commission

Act by reason of anything contained in this Agreement.

Now, therefore, the parties agree, upon understanding that the

Commission has not yet determined whether the Acquisition will be

challenged, and in consideration of the Commission's agreement that,

at the time it accepts the Consent Order for public comment it will

grant early termination of the Hart-Scott-Rodino waiting period, and

unless the Commission determines to reject the Consent Order, it

will not seek further relief from respondent with respect to the

Acquisition, except that the Commission may exercise any and all

rights to enforce this Agreement and the Consent Order to which it

is annexed and made a part thereof, and in the event the required

divestitures of the Schedule A Assets and DRMC or Denton Community

Hospital, and the termination of the SSI Joint Venture are not

accomplished, to appoint a trustee to seek divestitures of said

assets pursuant to the Consent Order, to seek civil penalties, to

seek a court appointed trustee, and/or seek other equitable relief,

as follows:

1. Respondent agrees to execute the Agreement Containing Consent

Order and be bound by the Consent Order.

2. Respondent agrees that from the date this Agreement is

accepted until the earliest of the dates listed in subparagraphs 2.a

or 2.b, it will comply with the provisions of paragraph 3 of this

Agreement:

a. three (3) business days after the Commission withdraws its

acceptance of the Consent Order pursuant to the provisions of

Section 2.34 of the Commission's Rules; or

b. the day after the last of the divestitures of the Schedule A

Assets and DRMC or Denton Community Hospital, and the termination of

the SSI Joint Venture, as required by the Consent Order, is

completed.

3. To ensure the complete independence and viability of the hold

Separate Assets, and to assure that no competitive information is

exchanged between Columbia/HCA and the managers of the Hold Separate

Assets, respondent shall hold the Schedule A Assets, DRMC and the

SSI Joint Venture Interest, as they are presently constituted,

separate and apart on the following terms and conditions:

a. The Hold Separate Assets, as they are presently constituted,

shall be held separate and apart and shall be managed and operated

[[Page 27300]] independently of respondent (meaning her and

hereinafter, Columbia/HCA excluding the Hold Separate Assets),

except to the extent that respondent must exercise direction and

control over such assets to assure compliance with this Agreement or

the Consent Order, and except as otherwise provided in this

Agreement.

b. Prior to, or simultaneously with the Acquisition, respondent

shall organize a distinct and separate legal entity, either a

corporation, limited liability company, or general or limited

partnership (``New Company'') and adopt constituent documents for

the New Company that are not inconsistent with other provisions of

this Agreement or the Consent Order. Respondent shall transfer (or

in the case of the Ville Platte Medical Center, cause the Central

Louisiana Healthcare System Limited Partnership (``CLHS'') to

transfer) all ownership and control of all Hold Separate Assets to

the New Company.

c. The board of directors of the New Company, or, in the event

respondent organizes an entity other than a corporation, the

government body of the entity (``New Board''), shall have three

members. Respondent shall elect the members of the New Board. The

New Board shall consist of the following three persons: Winfield C.

Dunn, Samuel H. Howard, and David C. Colby, provided they agree, or

comparable, knowledgeable persons. The Chairman of the New Board

shall be: Winfield C. Dunn (provided he agrees), or a comparable,

knowledgeable person, who shall remain independent of Columbia/HCA

and competent to assure the continued viability and competitiveness

of the Hold Separate Assets and the south Seminole Hospital in

Longwood, Florida. The New Board shall include no more than one

member who is a director, officer, employee, or agent of respondent,

who shall be David C. Colby, provided he agrees, or a comparable

knowledgeable person (``the respondent's New Board member''). The

New Board shall meet monthly during the course of the Hold Separate,

and as otherwise necessary. Meetings of the New Board during the

term of this Agreement shall be audiographically transcribed and the

tapes retained for two (2) years after the termination of this

Agreement.

d. Respondent shall not exercise direction or control over, or

influence directly or indirectly, the Hold Separate Assets or South

Seminole Hospital, the independent Chairman of the Board of the New

Company, the New Board, or the New Company or any of its operations

or businesses; provided, however, that respondent may exercise only

such direction and control over the New Company as is necessary to

assure compliance with this Agreement or the Consent Order, or with

all applicable laws. In addition, as to the SSH Joint Venture and

South Seminole Hospital, only the following individuals within

Columbia/HCA and Healthtrust shall have access to or involvement

with termination of the SSI Joint Venture or efforts to divest the

SSI Joint Venture Interest: Richard L. Scott, Stephen T. Braun,

Donald P. Fay, Ashby Q. Burks, Joseph D. Moore, Phillip D. Wheeler,

and George M. Garrett.

e. Respondent shall maintain the viability, competitiveness, and

marketability of the Hold Separate Assets; shall not sell, transfer,

or encumber said Assets (other than in the normal course of

business); and shall not cause or permit the destruction, removal,

wasting, or deterioration, or otherwise impair their viability,

competitiveness, or marketability of said Hold Separate Assets.

f. Except for the respondent's New Board member, respondent

shall not permit any director, officer, employee, or agent of

respondent to also be a director, officer, or employee of the New

Company.

g. The New Company shall be staffed with sufficient employees to

maintain the visibility and competitiveness of the Hold Separate

Assets, which employees shall be selected from the existing employee

base of each facility or entity and may also be hired from sources

other than these facilities and entities.

h. With the exception of the respondent's New Board Member,

respondent shall not change the composition of the New Board unless

the independent Chairman consents. The independent Chairman shall

have power to remove members of the New Board for cause and to

require respondent to appoint replacement members to the New Board

as provided in Paragraph 3.c. Respondent shall not change the

composition of the management of the New Company except that the New

Board shall have the power to remove management employees for cause.

i. If the independent Chairman ceases to act or fails to act

diligently, a substitute Chairman shall be appointed in the same

manner as provided in Paragraph 3.c of this Agreement.

j. Except as required by law, and except to the extent that

necessary information is exchanged in the course of evaluating the

Acquisition, defending investigations, defending or prosecuting

litigation, obtaining legal device, negotiating agreements to divest

assets, or complying with this Agreement or the Consent Order,

respondent shall not receive or have access to, or use or continue

to use, any Material Confidential Information not in the public

domain about the New Company or the activities of the hospitals

operated by the New Board. Access to Material Confidential

Information relating to South Seminole Hospital or the SSH Joint

Venture, for these limited, stated purposes shall be restricted

within Columbia/HCA and Healthrust to those individuals named in

Paragraph 3.d, above. Nor shall the New Company or the New Board

receive or have access to, or use or continue to use, any Material

Confidential Information not in the public domain about respondent

and relating to respondent's acute care hospitals. Respondent may

receive, on a regular basis, aggregate financial information

relating to the New Company necessary and essential to allow

respondent to prepare United States consolidated financial reports,

tax returns, and personnel reports. Any such information that is

obtained pursuant to this subparagraph shall be used only for the

purposes set forth in this subparagraph. (``Material Confidential

Information,'' as used herein, means competitively sensitive or

proprietary information not independently known to an entity from

sources other than the entity to which the information pertains, and

includes, but is not limited to, customer lists, price lists,

marketing methods, patents, technologies, processes, or other trade

secrets.)

k. Except as permitted by this Agreement, the respondent's New

Board member shall not, in his or her capacity as a New Board

member, receive Material Confidential Information and shall not

disclose any such information received under this Agreement to

respondent, or use it to obtain any advantage for respondent. The

respondent's New Board member shall enter a confidentiality

agreement prohibiting disclosure of Material Confidential

Information. The respondent's New Board member shall participate in

matters that come before the New Board only for the limited purposes

of considering a capital investment or other transaction exceeding

$250,000, approving any proposed budget and operating plans, and

carrying out respondent's responsibilities under this Agreement and

the Consent Order. Except as permitted by this Agreement, the

respondent's New Board member shall not participate in any matter,

or attempt to influence the votes of the other members of the New

Board with respect to matters, that would involve a conflict of

interest if respondent and the New Company were separate and

independent entities.

l. Any material transaction of the New Company that is out of

the ordinary course of business must be approved by a majority vote

of the New Board; provided that the New Company shall engage in no

transaction, material or otherwise, that is precluded by this

Agreement.

m. If necessary, respondent shall provide the New Company with

sufficient working capital to operate the Hold Separate Assets at

their respective current rates of operation, to meet any capital

calls anticipated in respect of the SSH Joint Venture, and to carry

out any capital improvement plans for the Schedule A Assets, DRMC

and the South Seminole Hospital that have already been approved.

n. Columbia/HCA shall continue to provide the same support

services to the Hold Separate Assets as are being provided to such

assets by Columbia/HCA or Healthtrust as of the date this Agreement

is signed. Columbia/HCA may charge the Hold Separate Assets the same

fees, if any, charged by Columbia/HCA or Healthtrust for such

support services as of the date of this Agreement. Columbia/HCA

personnel providing such support services must retain and maintain

all Material Confidential Information of the Hold Separate Assets on

a confidential basis, and, except as if permitted by this Agreement,

such persons shall be prohibited from providing, discussing,

exchanging, circulating, or otherwise furnishing any such

information to or with any person whose employment involves any of

respondent's businesses. Such personnel shall also execute

confidentiality agreements prohibiting the disclosure of any

Material Confidential Information of the Hold Separate Assets.

o. During the period commencing on the date this Agreement is

effective and [[Page 27301]] terminating on the earlier of (i)

twelve (12) months after the date the Consent Order becomes final,

or (ii) the date contemplated by subparagraph 2.b (the ``Initial

Divestiture Period''), respondent shall make available for use by

the New Company funds sufficient to perform all necessary routine

maintenance to, and replacement of, the Hold Separate Assets

(``normal repair and replacement''). Provided, however, that in any

event, respondent shall provide the New Company with such funds as

are necessary to maintain the viability, competitiveness, and

marketability of such Assets.

p. Columbia/HCA shall circulate, to its management employees

responsible for the operation of acute care hospitals in any of the

relevant areas defined in the Consent Order in this matter, a notice

of this Hold Separate and Consent Order in the form attached as

Attachment A.

q. The New Board shall serve at the cost and expense of

Columbia/HCA. Columbia/HCA shall indemnify the New Board against any

losses or claims of any kind that might arise out of its involvement

under this Hold Separate, except to the extent that such losses or

claims result from misfeasance, gross negligence, willful or wanton

acts, or bad faith by the New Board directors.

r. The NEw Board shall have access to and be informed about all

companies who inquire about, seek, or propose to buy any Hold

Separate Asset.

s. Within thirty days (30) after the date this Agreement is

accepted by the Commission and every thirty (30) days thereafter

until this Agreement terminates, the New Board shall report in

writing to the Commission concerning the New Board's efforts to

accomplish the purposes of this Hold Separate. In addition, within

thirty days (30) after the date this Agreement is accepted by the

Commission and every thirty (30) thereafter until this Agreement

terminates, respondent shall file with the Commission a verified

written report, setting forth, among other things that may be

required from time to time, a detailed memorialization of all

communications, both intra-company and with third parties, relating

to the termination of the SSH Joint Venture.

4. Should the Commission seek in any proceeding to compel

respondent to divest any of the Hold Separate Assets, as provided in

the Consent Order, or to seek any other injunctive or equitable

relief for any failure to comply with the Consent Order or this

Agreement, or in any way relating to the Acquisition, as defined in

the draft of complaint, respondent shall not raise any objection

based upon the expiration of the applicable Hart-Scott-Rodino

Antitrust Improvements Act waiting period or the fact that the

Commission has permitted the Acquisition. Respondent also waives all

rights to contest the validity of this Agreement.

5. To the extent that this Agreement requires respondent to

take, or prohibits respondent from taking, certain actions that

otherwise may be required or prohibited by contract, respondent

shall abide by the terms of this Agreement or the Consent Order and

shall not assert as a defense such contract requirements in a civil

penalty action brought by the Commission to enforce the terms of

this Agreement or Consent Order.

6. For the purposes of determining or securing compliance with

this Agreement, and subject to any legally recognized privilege, and

upon written request with reasonable notice to respondent made to

its principal office, respondent shall permit any duly authorized

representatives of the Commission:

a. Access, during office hours of respondent and in the presence

of counsel, to inspect and copy all books, ledgers, accounts,

correspondence, memoranda, and all other records and documents in

the possession or under the control of the respondent relating to

compliance with this Agreement;

b. Upon five (5) days' notice to respondent and without

restraint or interference from respondent, to interview officers,

directors, or employees of respondent, who may have counsel present,

regarding such matters.

7. This Agreement shall not be finding until approved by the

Commission.

Attachment A--Notice of Divestiture and Requirement for Confidentiality

Columbia/HCA Healthcare Corporation and Healthtrust Inc.--The

Hospital Company have entered into a Consent Agreement and Agreement

to Hold Separate with the Federal Trade Commission relating to the

divestiture of certain Healthtrust and Columbia/HCA acute care

hospitals and the termination of a joint venture agreement

(``Assets''). The hospitals to be divested include:

1. Santa Rosa Medical Center, 1450 Berryhill Road, Milton,

Florida 32572.

2. North Okaloosa Medical Center, 151 Redstone Avenue Southeast,

Crestview, Florida 32536.

3. Denton Regional Medical Center, 4405 North Interstate 35,

Denton, Texas 76207 or the Denton Community Hospital, 107 N. Bonnie

Brae, Denton, Texas 76201.

4. Ville Platte Medical Center, 800 East Main Street, Ville

Platte, Louisiana 70586.

5. Davis Hospital and Medical Center, 1600 West Antelope Drive,

Layton, Utah 84041.

6. Pioneer Valley Hospital, 3460 South Pioneer Parkway, West

Valley City, Utah 84120, including the Salt Lake Industrial Clinic,

441 S. Redwood Road, Salt Lake City, Utah 84104.

7. Jordan Valley Hospital, 3580 West 9000 South, West Jordan,

Utah 84088.

The joint venture agreement that must be terminated involves the

joint venture that owns South Seminole Hospital in Longwood,

Florida. Columbia/HCA and Healthtrust must terminate the joint

venture either by selling Healthtrust's interest in the joint

venture or by acquiring the other joint venture partner's interest.

Until after the FTC's Order becomes final and the Assets are

divested, the Assets must be managed and maintained as separate,

ongoing businesses, independent of all other Columbia/HCA

businesses. All competitive information relating to the Assets must

be retained and maintained by the persons involved in the operation

of the Assets on a confidential basis, and such persons shall be

prohibited from providing, discussing, exchanging, circulating, or

otherwise furnishing any such information to or with any other

person whose employment involves any other Columbia/HCA business.

Similarly, all such persons involved in Columbia/HCA shall be

prohibited from providing, discussing, exchanging, circulating, or

otherwise furnishing any such information to or with any other

person whose employment involves any of the Assets.

Any violation of the Consent Agreement or the Agreement to Hold

Separate, incorporated by reference as part of the Consent Order,

may subject Columbia/HCA to civil penalties and other relief as

provided by law.

Appendix II--Agreement to Hold Separate Regarding the Utah Healthtrust

Assets

In the matter of Columbia/HCA Healthcare Corporation, a

corporation. File No. 951-0022.

This Agreement to Hold Separate Regarding the Utah Healthtrust

Assets (``Agreement'') is by and between Columbia/HCA Healthcare

Corporation (``Columbia/HCA'' or ``respondent''), a corporation

organized, existing, and doing business under and by virtue of the

laws of the State of Delaware, with its principal place of business

at One Park Plaza, Nashville, Tennessee 37203; and the Federal Trade

Commission (``Commission''), an independent agency of the United

States Government, established under the Federal Trade Commission

Act of 1914, 15 U.S.C. 41, et seq.

Premises

Whereas, on October 4, 1994, Columbia/HCA and Healthtrust Inc.--

The Hospital Company (``Healthtrust'') entered into an agreement

whereby Columbia/HCA will acquire all the stock of Healthtrust, a

wholly-owned subsidiary of Columbia/HCA will be merged with and into

Healthtrust, and Healthtrust will operate as a wholly-owned

subsidiary of Columbia (the ``Acquisition''); and

Whereas, on October 20, 1994, the Commission, with the consent

of Healthtrust, issued its complaint and made final its Order to

settle charges that the acquisition by Healthtrust of certain assets

of Holy Cross Health System Corporation violated Section 7 of the

Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal

Trade Commission Act, as amended, 15 U.S.C. 45 (In the Matter of

Healthtrust, Inc.--The Hospital Company, Docket No. C-3538); and

Whereas, the Order in Docket No. C-3538 provides that for a

period of ten (10) years, Healthtrust shall not permit any acute

care hospital it operates in the Three-County Area of Utah, as

defined in Paragraph I.G. of the Order in Docket No. C-3538, to be

acquired, without the prior approval of the Commission, by any

person that operates any other acute care hospital in the Three-

County Area; and

Whereas, on February 15, 1995, Healthtrust petitioned the

Commission to approve the sale of four Healthtrust acute care

hospitals (the ``Utah Healthtrust Hospitals'') to Columbia/HCA; and

Whereas, Columbia/HCA, with its principal place of business at

One Park Plaza, [[Page 27302]] Nashville, Tennessee 37203, owns and

operates, among other things, acute care hospitals in the Three-

County Area of Utah, and elsewhere; and

Whereas, the Commission is now investigating the Acquisition to

determine whether it would violate any of the statutes enforced by

the Commission and whether the Commission should approve the

Acquisition pursuant to the Order in In the Matter of Healthtrust,

Inc.--The Hospital Company, Docket No. C-3538); and

Whereas, the Commission has determined to grant Healthtrust the

prior approval required for its sale of the Utah Healthtrust

Hospitals to Columbia/HCA, conditioned, however, upon Columbia/HCA

divesting, as required by the Agreement Containing Consent Order

(``Consent Agreement'' or ``Consent Order''), to which this Hold

Separate is attached and made a part thereof as Appendix II, three

Utah hospitals and related assets (the ``Schedule B Assets'' as

defined in Paragraph I of the Consent Order); and

Whereas, if the Commission accepts the Consent Order, which

would require the divestiture of the Schedule B Assets pursuant to

Paragraph IV of the Consent Order, the Commission must place the

Consent Order on the public record for a period of at least sixty

(60) days and may subsequently withdraw such acceptance pursuant to

the provisions of Section 2.34 of the Commission's Rules; and

Whereas, the Commission is concerned that if an understanding is

not reached, preserving the status quo ante of the Utah Healthtrust

Assets, as identified in Schedule C to the Consent Order, during the

period prior to the final acceptance and issuance of the Consent

Order by the Commission (after the 60-day public comment period),

divestitures resulting from any proceeding challenging the legality

of the Acquisition might not be possible, or might be less than an

effective remedy; and

Whereas, if the Commission accepts the Consent Order, and

Columbia/HCA has not divested with the Commission's prior approval,

each Schedule B Asset, in accordance with the Consent Order, within

nine (9) months of the date the Commission conditionally approves

the Acquisition pursuant to the order in Docket No. C-3538, the

Commission may appoint a trustee to divest the Utah Healthtrust

Assets, as identified in Schedule C to the Consent Order; and

Whereas, the Commission is concerned that if the Acquisition is

consummated, it will be necessary to preserve the Commission's

ability to require the divestitures of the Utah Healthtrust Assets

and the Commission's right to have the Utah Healthtrust Assets

continue as viable acute care hospitals independent of Columbia/HCA;

and

Whereas, the purposes of this Agreement and the Consent Order

are to:

(i) preserve the Utah Healthtrust Assets as viable, competitive,

and ongoing acute care hospitals, independent of Columbia/HCA,

pending the divestitures of the Schedule B Assets or the Utah

Healthtrust Assets as required under the terms of the Consent Order;

and

(ii) prevent interim harm to competition from the operation of

the Utah Healthtrust Assets pending divestitures of the Schedule B

Assets or the Utah Healthtrust Assets as required under the terms of

the Consent Order; and

(iii) remedy any anticompetitive effects of the Acquisition;

Whereas, respondent's entering into this Agreement shall in no

way be construed as an admission by respondent that the Acquisition

is illegal; and

Whereas, respondent understands that no act or transaction

contemplated by this Agreement shall be deemed immune or exempt from

the provisions of the antitrust laws or the Federal Trade Commission

Act by reason of anything contained in this Agreement.

Now, therefore, the parties agree, upon understanding that the

Commission has not yet determined whether the Acquisition will be

challenged, and in consideration of the Commission's conditional

approval of the Acquisition and its agreement that, at the time it

accepts the Consent Order for public comment it will grant early

termination of the Hart-Scott-Rodino waiting period, and unless the

Commission determines to reject the Consent Order, it will not seek

further relief from respondent with respect to the Acquisition,

except that the Commission may exercise any and all rights to

enforce this Agreement and the Consent Order to which it is annexed

and made a part thereof, and the Order in Docket No. C-3538, and in

the event the required divestitures of the Schedule B Assets are not

accomplished, to appoint a trustee to seek divestitures of the Utah

Healthtrust Assets pursuant to the Consent Order, to seek civil

penalties, to seek a court appointed trustee, and/or to seek other

equitable relief, as follows:

1. Respondent agrees to execute the Agreement Containing Consent

Order and be bound by the attached Consent Order.

2. Respondent agrees that from the date this Agreement is

accepted until the earliest of the dates listed in subparagraphs 2.a

or 2.b, it will comply with the provisions of paragraph 3 of this

Agreement:

a. three (3) business days after the Commission withdraws its

acceptance of the Consent Order pursuant to the provisions of

Section 2.34 of the Commission's Rules; or

b. the day after the last of the divestitures of the Schedule B

Assets or the Utah Healthtrust Assets, as required by the Consent

Order, is completed.

3. To ensure the complete independence and viability of the Utah

Healthtrust Assets, and to assure that no competitive information is

exchanged between Columbia/HCA and the managers of the Utah

Healthtrust Assets, respondent shall hold the Utah Healthtrust

Assets, as they are presently constituted, separate and apart on the

following terms and conditions:

a. The Utah Healthtrust Assets, as they are presently

constituted, shall be held separate and apart and shall be managed

and operated independently of respondent (meaning here and

hereinafter, Columbia/HCA excluding the Utah Healthtrust Assets),

except to the extent that respondent must exercise direction and

control over such assets to assure compliance with this Agreement or

the Consent Order, and except as otherwise provided in this

Agreement.

b. Prior to, or simultaneously with the Acquisition, respondent

shall transfer all ownership and control of all Utah Healthtrust

Assets to HTI of Utah, Inc.

c. The board of directors of HTI of Utah, Inc. (``HTI Board''),

shall have three members. Respondent shall elect the members of the

HTI Board. The HTI Board shall consist of the following three

persons: (i) Kent H. Wallace; (ii) Kenneth W. Perry; and (iii) David

C. Colby, provided they agree, or comparable, knowledgeable persons.

The Chairman of the HTI Board shall be Kent H. Wallace, provided he

agrees, or a comparable knowledgeable person, who shall remain

independent of Columbia/HCA and competent to assure the continued

viability and competitiveness of the Healthtrust Utah Assets. The

HTI Board shall include no more than one member who is a director,

officer, employee, or agent of respondent, who shall be David C.

Colby, provided he agrees, or a comparable, knowledgeable person

(``the respondent's HTI Board member''). The HTI Board shall meet

monthly during the course of the Hold Separate, and as otherwise

necessary. Meetings of the HTI Board during the term of this

Agreement shall be audiographically transcribed and the tapes

retained for two (2) years after the termination of this Agreement.

d. Respondent shall not exercise direction or control over, or

influence directly or indirectly, the Utah Healthtrust Assets, the

independent Chairman of the Board of the HTI of Utah Inc., HTI of

Utah Inc., or any of its operations or businesses; provided,

however, that respondent may exercise only such direction and

control over HTI of Utah Inc. as is necessary to assure compliance

with this Agreement or the Consent Order, or with all applicable

laws.

e. Respondent shall maintain the viability, competitiveness, and

marketability of the Utah Healthtrust Assets, shall not sell,

transfer, or encumber said Assets (other than in the normal course

of business); and shall not cause or permit the destruction,

removal, wasting, or deterioration, or otherwise impair their

viability, competitiveness, or marketability of said Assets.

f. Except for the respondent's HTI Board member, respondent

shall not permit any director, officer, employee, or agent of

respondent to also be a director, officer, or employee of HTI of

Utah Inc.

g. HTI Utah of Utah Inc. shall be staffed with sufficient

employees to maintain the viability and competitiveness of the Utah

Healthtrust Assets, which employees shall be selected from the

existing employee base of each facility or entity and may also be

hired from sources other than these facilities and entities.

h. With the exception of the respondent's HTI Board Member,

respondent shall not change the composition of the HTI Board unless

the independent Chairman consents. The independent Chairman shall

have power to remove members of the HTI Board for cause and to

require respondent to appoint replacement members to the New Board

as provided in Paragraph 3.c. Respondent shall [[Page 27303]] not

change the composition of the management of HTI of Utah Inc., except

that the HTI Board shall have the power to remove management

employees for cause.

i. If the independent Chairman ceases to act or fails to act

diligently, a substitute Chairman shall be appointed in the same

manner as provided in Paragraph 3.c of this Agreement.

j. Except as required by law, and except to the extent that

necessary information is exchanged in the course of evaluating the

Acquisition, defending investigations, defending or prosecuting

litigation, obtaining legal advice, negotiating agreements to divest

assets, or complying with this Agreement or the Consent Order,

respondent shall not receive or have access to, or use or continue

to use, any Material Confidential Information not in the public

domain about HTI of Utah Inc., or the activities of or the hospitals

operated by the HTI Board. Nor shall HTI of Utah Inc. or the HTI

Board receive or have access to, or use or continue to use, any

Material Confidential Information not in the public domain about

respondent and relating to respondent's acute care hospitals.

Respondent may receive, on a regular basis, aggregate financial

information relating to HTI of Utah Inc. necessary and essential to

allow respondent to prepare United States consolidated financial

reports, tax returns, and personnel reports. Any such information

that is obtained pursuant to this subparagraph shall be used only

for the purposes set forth in this subparagraph. (``Material

Confidential Information,'' as used herein, means competitively

sensitive or proprietary information not independently known to an

entity from sources other than the entity to which the information

pertains, and includes, but is not limited to, customer lists, price

lists, marketing methods, patents, technologies, processes, or other

trade secrets.)

k. Except as permitted by this Agreement, the respondent's HTI

Board member shall not, in his or her capacity as an HTI Board

member, receive Material Confidential Information and shall not

disclose any such information received under this Agreement to

respondent, or use it to obtain any advantage for respondent. The

respondent's HTI Board member shall enter a confidentiality

agreement prohibiting disclosure of Material Confidential

Information. The respondent's HTI Board member shall participate in

matters that come before the HTI Board only for the limited purposes

of considering a capital investment or other transaction exceeding

$250,000, approving any proposed budget and operating plans, and

carrying out respondent's responsibilities under this Agreement and

the Consent Order. Except as permitted by this Agreement, the

respondent's HTI Board member shall not participate in any matter,

or attempt to influence the votes of the other members of the HTI

Board with respect to matters, that would involve a conflict of

interest if respondent and HTI of Utah Inc. were separate and

independent entities.

l. Any material transaction of HTI of Utah Inc. that is out of

the ordinary course of business must be approved by a majority vote

of the HTI Board; provided that HTI of Utah Inc. shall engage in no

transaction, material or otherwise, that is precluded by this

Agreement.

m. If necessary, respondent shall provide HTI of Utah Inc. with

sufficient working capital to operate the Utah Healthtrust Assets at

their respective current rates of operation and to carry out any

capital improvement plans for the Utah Healthtrust Assets that have

already been approved.

n. Columbia/HCA shall continue to provide the same support

services to the Utah Healthtrust Assets, as are being provided to

such Assets by Healthtrust as of the date this Agreement is signed.

Columbia/HCA may charge the HTI of Utah Inc. the same fees, if any,

charged by Healthtrust for such support services as of the date of

this Agreement. Columbia/HCA personnel providing such support

services must retain and maintain all material confidential

information of the Utah Healthtrust Assets on a confidential basis,

and, except as is permitted by this Agreement, such persons shall be

prohibited from providing, discussing, exchanging, circulating, or

otherwise furnishing any such information to or with any person

whose employment involves any of respondent's businesses. Such

personnel shall also execute confidentiality agreements prohibiting

the disclosure of any Material Confidential Information of the Utah

Healthtrust Assets.

o. During the period commencing on the date this Agreement is

effective and terminating on the earlier of (i) twelve (12) months

after the date the Consent Order becomes final, or (ii) the date

contemplated by subparagraph 2.b (the ``Initial Divestiture

Period''), respondent shall make available for use by HTI of Utah

Inc. funds sufficient to perform all necessary routine maintenance

to, and replacements of, the Utah Healthtrust Assets (``normal

repair and replacement''). Provided, however, that in any event,

respondent shall provide HTI of Utah Inc. with such funds as are

necessary to maintain the viability, competitiveness, and

marketability of such Assets.

p. Columbia/HCA shall circulate, to its management employees

responsible for the operation of acute care hospitals in any of the

relevant areas defined in the Consent Order in this matter, a notice

of this Hold Separate and Consent Order in the form attached as

Attachment A.

q. The HTI Board shall serve at the cost and expense of

Columbia/HCA. Columbia/HCA shall indemnify the HTI Board against any

losses or claims of any kind that might arise out of its involvement

under this Hold Separate, except to the extent that such losses or

claims result from misfeasance, gross negligence, willful or wanton

acts, or bad faith by the HTI Board directors.

r. The HTI Board shall have access to and be informed about all

companies who inquire about, seek, or propose to buy any Schedule B

Assets or the Utah Healthtrust Assets.

s. Within thirty (30) days after the date this Agreement is

accepted by the Commission and every thirty (30) days thereafter

until this Agreement terminates, the HTI Board shall report in

writing to the Commission concerning the HTI Board's efforts to

accomplish the purposes of this Hold Separate.

4. Should the Commission seek in any proceeding to compel

respondent to divest any of the Schedule B Assets or the Utah

Healthtrust Assets, as provided in the Consent Order, or to seek any

other injunctive or equitable relief for any failure to comply with

the Consent Order or this Agreement, or in any way relating to the

acquisition, as defined in the draft of complaint, respondent shall

not raise any objection based upon the expiration of the applicable

Hart-Scott-Rodino Antitrust Improvements Act waiting period or the

fact that the Commission has permitted the Acquisition. Respondent

also waives all rights to contest the validity of this Agreement.

5. To the extent that this Agreement requires respondent to

take, or prohibits respondent from taking, certain actions that

otherwise may be required or prohibited by contract, respondent

shall abide by the terms of this Agreement or the Consent Order and

shall not assert as a defense such contract requirements in a civil

penalty action brought by the Commission to enforce the terms of

this Agreement or Consent Order.

6. For the purposes of determining or securing compliance with

this Agreement, and subject to any legally recognized privilege, and

upon written request with reasonable notice to respondent made to

its principal office, respondent shall permit any duly authorized

representatives of the Commission:

a. Access, during office hours of respondent and in the presence

of counsel, to inspect and copy all books, ledgers, accounts,

correspondence, memoranda, and all other records and documents in

the possession or under the control of the respondent relating to

compliance with this Agreement;

b. Upon five (5) days' notice to respondent and without

restraint or interference from respondent, to interview officers,

directors, or employees of respondent, who may have counsel present,

regarding such matters.

7. This Agreement shall not be binding until approved by the

Commission.

Attachment A--Notice of Divestiture and Requirement for Confidentiality

Columbia/RCA Healthcare Corporation and Healthtrust Inc.--The

Hospital Company have entered into a Consent Agreement and Agreement

to Hold Separate with the Federal Trade Commission relating to the

divestiture of certain Healthtrust and Columbia/HCA acute care

hospitals and the termination of a joint venture agreement

(``Assets''). The hospitals to be divested include:

1. Santa Rosa Medical Center, 1450 Berryhill Road, Milton,

Florida 32572.

2. North Okaloosa Medical Center, 151 Redstone Avenue Southeast,

Crestview, Florida 32536.

3. Denton Regional Medical Center, 4405 North Interstate 35,

Denton, Texas 76207 or the Denton Community Hospital, 107 N. Bonnie

Brae, Denton, Texas 76201.

4. Ville Platte Medical Center, 800 East Main Street, Ville

Platte, Louisiana 70586.

5. Davis Hospital and Medical Center, 1600 West Antelope Drive,

Layton, Utah 84041. [[Page 27304]]

6. Pioneer Valley Hospital, 3460 South Pioneer Parkway, West

Valley City, Utah 84120, including the Salt Lake Industrial Clinic,

441 S. Redwood Road, Salt Lake City, Utah 84104.

7. Jordan Valley Hospital, 3580 West 9000 South, West Jordan,

Utah 84088.

The joint venture agreement that must be terminated involves a

joint venture that owns South Seminole Hospital in Longwood,

Florida. Columbia/HCA and Healthtrust must terminate the joint

venture either by selling Healthtrust's interest in the joint

venture or by acquiring the other joint venture partner's interest.

Until after the FTC's Order becomes final and the Assets are

divested, the Assets must be managed and maintained as separate,

ongoing businesses, independent of all other Columbia/HCA

businesses. All competitive information relating to the Assets must

be retained and maintained by the persons involved in the operation

of the Assets on a confidential basis, and such persons shall be

prohibited from providing, discussing, exchanging, circulating, or

otherwise furnishing any such information to or with any other

person whose employment involves any other Columbia/HCA business.

Similarly, all such persons involved in Columbia/HCA shall be

prohibited from providing, discussing, exchanging, circulating, or

otherwise furnishing any such information to or with any other

person whose employment involves any of the Assets.

Any violation of the Consent Agreement or the Agreement to Hold

Separate, incorporated by reference as part of the Consent Order,

may subject Columbia/HCA to civil penalties and other relief as

provided by law.

Analysis of Proposed Consent Order To Aid Public Comment

The Federal Trade Commission (``Commission'') has accepted,

subject to final approval, a proposed consent order from Columbia/

HCA Healthcare Corporation (``Columbia/HCA''). The agreement is

designed to remedy anticompetitive effects stemming from Columbia/

HCA's proposed acquisition of Healthtrust, Inc.--The Hospital

Company (``Healthtrust'').

The proposed consent order has been placed on the public record

for sixty days for reception of comments by interested persons.

Comments received during this period will become part of the public

record. After sixty days, the Commission will again review the

agreement and the comments received and will decide whether it

should withdraw from the agreement or make final the agreement's

proposed order.

Columbia/HCA and Healthtrust both own and/or operate acute care

hospitals in various localities around the country. The Commission's

draft complaint accompanying the proposed consent order charges that

on or about October 4, 1994, Columbia/HCA agreed to acquire all the

stock of Healthtrust, and that the Commission has reason to believe

that the acquisition, as well as the agreement to enter into the

acquisition, may substantially lessen competition, in violation of

Section 7 of the Clayton Act and Section 5 of the FTC Act.

According to the draft complaint, the proposed acquisition may

have an anticompetitive impact upon competition for acute care

hospital services in six localities (``relevant areas'') where

Columbia/HCA and Healthtrust are direct competitors. The complaint

alleges that the acute care hospital services market in each area is

already highly concentrated, and entry by new competitors would be

difficult. The complaint alleges that the Commission has reason to

believe that the acquisition would violate Section 7 of the Clayton

Act and Section 5 of the Federal Trade Commission Act, unless an

effective remedy eliminates the anticompetitive effects. The

relevant areas in which the complaint alleges the acquisition may

lessen competition, and the hospitals Columbia/HCA and Healthtrust

own and/or operate in each relevant area, are as follows:

(1) The Pensacola area, which encompasses the Florida counties

of Escambia and Santa Rosa. Columbia/HCA's acute care hospital in

this area is the West Florida Regional Medical Center, in Pensacola;

and Healthtrust's acute care hospital in this area is the Santa Rosa

Medical Center, in Milton.

(2) The Okaloosa area, which encompasses the Florida county of

Okaloosa. Columbia/HCA's acute care hospitals in this area are Twin

Cities Hospital, in Niceville; Fort Walton Beach Medical Center, in

Ft. Walton Beach; and Destin Community Hospital, in Destin.

Healthtrust's acute care hospital in this area is North Okaloosa

Medical Center, in Crestview.

(3) The Denton area, encompassing the Texas counties of Cooke

and Denton (excluding the incorporated city of Lewisville and that

portion of Denton County south of Texas highway number 121).

Columbia/HCA's acute care hospital in this area is Denton Community

Hospital, in Denton; and Healthtrust's acute care hospital in this

area is Denton Regional Medical Center, also in Denton.

(4) The Ville Platte-Mamou-Opelousas area, encompassing the

Louisiana parishes of Evangeline and St. Landry. Columbia/HCA's

acute care hospital in this area is the Ville Platte Medical Center,

in Ville Platte; and Healthtrust's acute care hospitals in this area

are Savoy Medical Center, in Savoy, and Doctors Hospital of

Opelousas, in Opelousas.

(5) The Salt Lake City--Ogden Metropolitan Statistical Area

(``MSA''), encompassing three contiguous counties in northern Utah:

Weber County, Davis County, and Salt Lake County. This area includes

the Salt Lake City area (encompassing Salt Lake County and southern

Davis County) and the Ogden area (encompassing Weber County and

northern Davis County). Columbia/HCA's acute care hospitals in the

MSA are Davis Hospital and Medical Center, in Layton, and St. Mark's

Hospital, in Salt Lake City. Healthtrust's acute care hospitals in

the MSA are Pioneer Valley Hospital, in West Valley City; Jordan

Valley Hospital, in West Jordan; Lakeview Hospital, in Bountiful;

and Ogden Regional Medical Center, in Ogden.

(6) The Orlando area, encompassing the Florida counties of

Seminole, Orange, and Osceola. Columbia/HCA's acute care hospitals

in this area are Central Florida Regional Hospital, in Sanford;

Columbia Park Medical Center, in Orlando; Osceola Regional Hospital,

in Kissimmee; and Winter Park Memorial Hospital, in Winter Park.

Healthtrust's acute care hospital in this area is South Seminole

Hospital, in Lakewood. The complaint further alleges that South

Seminole Hospital is jointly owned by Healthtrust and the Orlando

Regional Health System (``ORHS''), and that ORHS operates four

additional hospitals in the Orlando area.

Healthtrust is subject to a prior Commission order issued in

Healthtrust, Inc.--The Hospital Company, Docket No. C-3538. Under

that order, Healthtrust must obtain prior Commission approval before

transferring its hospitals in the Salt Lake City area to anyone who

operates other hospitals in that relevant area. Healthtrust

requested the Commission's prior approval to transfer its hospitals

in the Salt Lake City area to Columbia/HCA, and the Commission

granted that approval at the same time it accepted this consent

agreement with Columbia/HCA for public comment.

The consent order, if issued in final form by the Commission,

would settle charges that the acquisition many substantially lessen

competition in the six relevant areas. The order contains provisions

requiring divestiture by Columbia/HCA of the following acute care

hospitals, in five of the relevant areas:

(1) The Pensacola area--Healthtrust's Santa Rosa Medical Center,

in Milton;

(2) The Okaloosa area--Healthtrust's North Okaloosa Medical

Center, in Crestview;

(3) The Denton area--Healthtrust's Denton Regional Medical

Center, in Denton, or in the alternative, Columbia/HCA's Denton

Community Hospital, also in Denton;

(4) The Ville Platte-Mamou-Opelousas area--Columbia's Ville

Platte Medical Center, in Ville Platte; and

(5) The Salt Lake City--Ogden MSA--Columbia/HCA's Davis Hospital

and Medical Center, in Layton, and Healthtrust's Pioneer Valley

Hospital, in West Valley City and Jordan Valley Hospital, in West

Jordan.

The purpose of these hospital divestitures is to maintain the

scope and intensity of competition among general acute care

hospitals in each of the foregoing areas, as existed before the

acquisition.

In addition, in the Orlando area, Columbia must terminate the

joint venture with ORHS in the South Seminole Hospital, in Lakewood,

either by buying out the co-venturer's interest, or by selling

Healthtrust's interest in the venture. The purpose of the

divestiture in the Orlando area is to prevent two major competitors,

Columbia/HCA and ORHS, from sharing ownership of the South Seminole

Hospital.

The proposed order requires Columbia/HCA to obtain the approval

of the Commission for the divestiture of the hospitals in the

relevant areas. Under the terms of the order, the required

divestitures in four of the areas, the Pensacola area, the Okaloosa

area, the Denton area, and the Ville Platte-Mamou-Opelousas area,

must be completed within twelve months of the date the order becomes

final. In the Salt Lake City-Ogden MSA, Columbia/HCA must divest the

identified hospitals within nine months of the date the Commission

granted [[Page 27305]] prior approval for Healthtrust to transfer

its hospitals to Columbia/HCA. In the Orlando area, Columbia/HCA

must terminate Healthtrust's participation in the South Seminole

Hospital within six months of the date the order becomes final.

If the required divestitures in the Pensacola area, the Okaloosa

area, the Denton area, and the Ville Platte-Mamou-Opelousas area,

are not completed within twelve months, Columbia/HCA would consent

to the appointment of a trustee, who would have twelve additional

months to effect the divestitures. If the required divestitures in

the Salt Lake City-Ogden MSA are not completed within nine months,

Columbia/HCA would consent to the appointment of a trustee, who

would have twelve months to sell all the Utah assets of Healthtrust,

including all the Healthtrust hospitals in Utah. If the joint

venture in Orlando is not terminated within six months, Columbia/HCA

would consent to the appointment of a trustee, who would have twelve

months to sell Healthtrust's interest in the joint venture.

The two hold-separate agreements executed in conjunction with

the consent agreement require Columbia/HCA, until the completion of

the divestitures or as otherwise specified, to hold separate and

preserve the assets and businesses necessary to insure the viability

and marketability of the assets to be divested, including all of

Healthtrust's assets in the state of Utah. The proposed order

provides that approval by the Commission of the divestitures shall

be conditioned upon the agreement by the acquirers that, for ten

years from the date of the divestiture, it will not sell, without

the prior approval of the Commission, to another person operating

(or in the process of acquiring) any acute care hospital in the same

relevant area.

The order would prohibit Columbia/HCA from acquiring any acute

care hospital in any of the six relevant areas without the prior

approval of the Federal Trade Commission. It would also prohibit

Columbia/HCA from transferring, without prior Commission approval,

any acute care hospital it operates in any relevant area to another

person operating (or in the process of acquiring) an acute care

hospital in the same relevant area. These provisions, in

combination, would give the Commission authority to prohibit any

substantial combination of the acute care hospital operations of

Columbia/HCA with those of any other acute care hospital in the same

relevant area, unless Columbia/HCA convinced the Commission that a

particular transaction would not endanger competition in that

relevant area. The provisions would not apply to acquisitions or

sales where the value of the transferred assets is $1 million or

less, and the provisions would expire ten years after the order

becomes final.

For ten years, the order would prohibit Columbia/HCA from

transferring all or any substantial part of any acute care hospital

in any relevant area to another party without first filing with the

Commission an agreement by the transferee to be bound by the order.

The purpose of this analysis is to invite public comment

concerning the proposed order, to assist the Commission in its

determination whether to make the order final. This analysis is not

intended to constitute an official interpretation of the agreement

and order or to modify their terms in any way.

The agreement is for settlement purposes only and does not

constitute an admission by Columbia/HCA that its proposed

acquisition would have violated the law, as alleged in the

Commission's complaint.

Donald S. Clark,

Secretary.

[FR Doc. 95-12589 Filed 5-22-95; 8:45 am]

BILLING CODE 6750-01-M