<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 1995
REGISTRATION NO. 33-55285
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NATIONAL MEDICAL ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 95-2557091
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2700 COLORADO AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 998-8000
(ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SCOTT M. BROWN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2700 COLORADO AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 998-8000
(NAME, ADDRESS INCLUDING ZIP CODE AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement in
accordance with the terms of the Trust instruments.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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<PAGE>
P R O S P E C T U S
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1,500,000 SHARES
NATIONAL MEDICAL ENTERPRISES, INC.
A NEVADA CORPORATION DOING BUSINESS AS
TENET HEALTHCARE CORPORATION
COMMON STOCK
------------
The shares of Common Stock offered hereby will be sold by a certain
shareholder of National Medical Enterprises, Inc., a Nevada corporation doing
business as Tenet Healthcare Corporation ("Tenet" or the "Company"). See
"Selling Shareholder." None of the proceeds from the sale of the Common Stock
will be received by the Company. The shares will be offered for sale by the
Selling Shareholder from time to time in brokerage transactions on the New
York Stock Exchange or the Pacific Stock Exchange or through brokers in the
over-the-counter market at market prices prevailing at the time of sale or in
one or more negotiated transactions at prices acceptable to the Selling
Shareholder.
The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange. On March 27, 1995 the last reported sale price of the Common
Stock on the New York Stock Exchange was $16.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE>
AVAILABLE INFORMATION
Tenet is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information, as of particular dates, concerning directors and officers, their
remuneration, options granted to them, the principal holders of securities of
Tenet and any material interest of such persons in transactions with Tenet, is
distributed to shareholders of Tenet and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the offices of the Commission, at prescribed rates, at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material also can be obtained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information concerning Tenet also may be inspected at the
offices of the New York Stock Exchange and the Pacific Stock Exchange.
This Prospectus constitutes a part of a Registration Statement on Form S-
3 filed by the Company with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus omits certain information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Common Stock offered hereby. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Tenet with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:
(i) Annual Report on Form 10-K for the fiscal year ended May 31, 1994
(as amended, the "NME 10-K");
(ii) Form 10-K/A, Amendment No. 1 to Annual Report on Form 10-K, filed
with the Commission on January 18, 1995, which amends the above
referenced Annual Report on Form 10-K;
(iii) Quarterly Reports on Form 10-Q for the quarterly periods ended
August 31, 1994 and November 30, 1994;
(iv) Current Reports on Form 8-K dated January 31, 1995 and February 10,
1995;
(v) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on April 8, 1971, pursuant to Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description; and
(vi) The description of certain preferred stock purchase rights which
have attached to the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on December 9, 1988, pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
In addition, all documents filed by Tenet pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a
2
<PAGE>
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Tenet will provide without charge to each person to whom this Prospectus
is delivered, on the request of any such person, a copy of any or all of the
foregoing documents incorporated by reference herein (other than the exhibits
to such documents). Written or telephone requests should be directed to Scott
M. Brown, Senior Vice President, Secretary and General Counsel, Tenet
Healthcare Corporation, 2700 Colorado Avenue, Santa Monica, California 90404,
telephone (310) 998-8000.
THE COMPANY
National Medical Enterprises, Inc., a Nevada corporation doing business
as Tenet Healthcare Corporation ("Tenet" or the "Company") is a leading
investor-owned health care company with its core business being the operation
of domestic and international general hospitals.
Unless the context otherwise requires, "Tenet" or the "Company" refers to
National Medical Enterprises, Inc., a Nevada corporation doing business as
Tenet Healthcare Corporation and its subsidiaries. The Company's executive
offices are located at 2700 Colorado Avenue, Santa Monica, California 90404,
telephone (310) 998-8000.
SELLING SHAREHOLDER
The shares of Common Stock being offered hereunder are being sold by the
United States Trust Company of New York ("Selling Shareholder"), as trustee,
pursuant to the terms of the 1994 NME Supplemental Executive Retirement Plan
Trust, as amended (the "SERP Trust"), and the 1994 Deferred Compensation Plan
Trust, as amended (the "DCP Trust"). The Company has adopted and maintains
the National Medical Enterprises, Inc. Supplemental Executive Retirement Plan,
as amended (the "SERP"), and the National Medical Enterprises, Inc. Deferred
Compensation Plan, as amended (the "DCP"), to attract, retain, motivate and
provide financial security to certain management employees. Tenet established
the SERP Trust and DCP Trust and has contributed 1,000,000 and 500,000 shares
of Common Stock, respectively, into the trusts to secure the benefits payable
to participants and/or their beneficaries under the SERP and the DCP. The
shares of Common Stock are being registered pursuant to registration rights
agreements between the Company and the Selling Shareholder. The following
table sets forth information as of March 27, 1995 with respect to the Selling
Shareholder.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP NUMBER OF BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES AFTER OFFERING
NAME OF SELLING SHAREHOLDER NUMBER OF SHARES BEING OFFERED NUMBER OF SHARES
- --------------------------- -------------------- ------------- --------------------
<S> <C> <C> <C>
United States Trust Company of New York,
as trustee of SERP Trust................... 1,000,000* 1,000,000* 0
United States Trust Company of New York,
as trustee of DCP Trust.................... 500,000* 500,000* 0
</TABLE>
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* Represents less than 1% of outstanding shares of the Company's Common Stock.
The Company will pay all expenses incurred in connection with the
offering except for brokerage fees or any underwriting discounts or
commissions which shall be paid by the Selling Shareholder. The Company has
agreed to indemnify the Selling Shareholder against certain liabilities,
including liabilities arising under the Securities Act.
3
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholder in
any one or more transactions (which may involve block transactions) on the New
York Stock Exchange, on the Pacific Stock Exchange, in the over-the-counter
market, on NASDAQ and on any exchange on which the Common Stock may then be
listed, or otherwise in negotiated transactions or a combination of such
methods of sale at market prices prevailing at the time of sale, or at
negotiated prices. The Selling Shareholder may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may sell
the shares as agent or may purchase such shares as principal and resell them
for their own account pursuant to this Prospectus. Such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholder and/or purchasers of shares for whom
they may act as agent (which compensation may be in excess of customary
commissions).
In connection with such sales, the Selling Shareholder and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act in which event all brokerage commissions or discounts
and other compensation received by such brokers or dealers may be deemed
underwriting compensation under the Securities Act. In addition, any of the
securities that qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy such
securities under any circumstances where such an offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained herein is correct as of any time subsequent to its
date.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Scott M. Brown, Senior Vice President
and General Counsel of the Company.
As of March 27, 1995, Mr. Brown owned 2,400 shares of Common Stock, had
been granted options to purchase 93,002 shares of Common Stock and had the
right to acquire 199,489 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company and
its subsidiaries as of May 31, 1994 and 1993, and for each of the years in the
three-year period ended May 31, 1994, included in the Company's Annual Report
on Form 10-K for the year ended May 31, 1994, as amended by Form 10-K/A,
Amendment No. 1 to Annual Report on Form 10-K, have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm
as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the 1994 consolidated financial statements refers to a change in the
method of accounting for income taxes.
4
<PAGE>
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering covered by this Prospectus. If given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling shareholder. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy the Common
Stock in any jurisdiction where, or to any person to whom, it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has not been any change in the facts set forth in this Prospectus or
in the affairs of the Company since the date hereof.
--------------------
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.......................................... 2
Incorporation of Certain Documents by Reference................ 2
The Company.................................................... 3
Selling Shareholder............................................ 3
Plan of Distribution........................................... 4
Legal Matters.................................................. 4
Experts........................................................ 4
</TABLE>
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1,500,000 SHARES
--------------------
NATIONAL MEDICAL ENTERPRISES, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
, 1995
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission fee........................... $ 9,342
Blue sky fees and expenses....................................... 2,000
Printing and engraving fees...................................... 1,500
Accounting fees and expenses..................................... 3,000
Miscellaneous.................................................... 6,000
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Total........................................................ $21,842
=======
</TABLE>
All expenses incurred in connection with the offering will be paid by the
Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law and the Company's Restated Articles of Incorporation and Restated
By-laws permit indemnification of Directors and officers in terms sufficiently
broad to indemnify Directors and officers under certain circumstances for
liabilities (including expense reimbursement) arising under the Securities Act
of 1933 (the "Securities Act"). The Company also maintains an indemnification
agreement with each of its Directors and any officer designated by the
Company's Board of Directors insuring them against certain liabilities incurred
by them in the performance of their duties, including liabilities under the
Securities Act.
ITEM 16. EXHIBITS.
(4) Instruments Defining the Rights of Security Holders, Including
Indentures
(a) DCP Trust Registration Rights Agreement*
(b) SERP Trust Registration Rights Agreement*
(c) 1994 NME Deferred Compensation Plan Trust (Incorporated by
reference to Exhibit 10(aaa) to Registrant's Annual Report on Form
10-K dated August 25, 1994)
(d) 1994 NME Supplemental Executive Retirement Plan Trust (Incorporated
by reference to Exhibit 10(uu) to Registrant's Annual Report on
Form 10-K dated August 25, 1994)
(5) Opinion re Legality
(a) Opinion of Scott M. Brown*
(23) Consents of Experts and Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Scott M. Brown (included in his opinion filed as
Exhibit 5)*
(24) Power of Attorney
(a) Power of Attorney*
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* Previously filed.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF SANTA
MONICA, STATE OF CALIFORNIA ON MARCH 28, 1995.
National Medical Enterprises, Inc.
By /s/ Scott M. Brown
_____________________________________
Scott M. Brown
Senior Vice President, Secretary
and General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AS OF MARCH 28, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman, Chief Executive
____________________________________ Officer and Director
Jeffrey C. Barbakow (Principal Executive Officer)
* President, Chief Operating
____________________________________ Officer and Director
Michael H. Focht, Sr.
* Senior Vice President and
____________________________________ Chief Financial Officer
Raymond L. Mathiasen (Principal Financial and
Accounting Officer)
* Director
____________________________________
Bernice Bratter
* Director
____________________________________
Maurice J. DeWald
* Director
____________________________________
Peter de Wetter
* Director
____________________________________
Edward Egbert, M.D.
* Director
____________________________________
Raymond A. Hay
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director
____________________________________
Lester B. Korn
* Director
------------------------------------
Maurice J. DeWald
* Director
____________________________________
Richard S. Schweiker
/s/ SCOTT M. BROWN
*By------------------------------------
Scott M. Brown
Attorney-in-fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
4(a)* DCP Trust Registration Rights Agreement
4(b)* SERP Trust Registration Rights Agreement
4(c) 1994 NME Deferred Compensation Plan Trust
(Incorporated by reference to Exhibit 10(aaa)
to Registrant's Annual Report on Form 10-K
dated August 25, 1994)
4(d) 1994 NME Supplemental Executive Retirement Plan
Trust (Incorporated by reference to Exhibit 10(uu)
to Registrant's Annual Report on Form 10-K dated
August 25,1994)
5(a)* Opinion of Scott M. Brown
23(a) Consent of KPMG Peat Marwick LLP
23(b)* Consent of Scott M. Brown (included in his opinion
filed as Exhibit 5)
24(a)* Power of Attorney
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* Previously filed
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
National Medical Enterprises, Inc.,
a Nevada corporation doing business as
Tenet Healthcare Corporation
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
dated July 27, 1994 contains an explanatory paragraph regarding a change in the
method of accounting for income taxes.
KPMG Peat Marwick LLP
Los Angeles, California
March 24, 1995
