<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
TENET HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2557091
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
______________
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Address, including zip code, and telephone number
of principal executive offices)
If this Form relates to the registration of a
class of debt securities and is effective upon
filing pursuant to General Instruction A(c)(1)
please check the following box. [ ]
If this Form relates to the registration of a
class of debt securities and is to become
effective simultaneously with the effective-
ness of a concurrent registration statement
under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered
____% Exchangeable Subordinated Notes due
2005, Exchangeable for Shares of Common
Stock of Vencor, Inc.
Name of Each Exchange on Which
Each Class is to be Registered
New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
TENET HEALTHCARE CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This Registration Statement (the "Registration Statement") relates to
the registration with the Securities and Exchange Commission (the
"Commission") of $350,000,000 aggregate principal amount of ___% Exchangeable
Subordinated Notes dues 2005, Exchangeable for Shares of Common Stock of
Vencor, Inc. (the "Notes") of Tenet Healthcare Corporation, a Nevada
corporation ("Tenet" or the "Registrant"), which Notes are being issued by
Tenet in connection with an underwritten offering. The description of the
Notes to be registered hereunder is set forth under the caption "DESCRIPTION
OF NOTES" in Registrant's Registration Statement on Form S-3 (No. 33-63451)
filed with the Commission on October 17, 1995, as amended by Amendment No. 1
filed with the Commission on December 5, 1995, as further amended by
Amendment No. 2 filed with the Commission on December 12, 1995, as further
amended by Amendment No. 3 filed with the Commission on December 18, 1995, and
is hereby incorporated herein by reference.
The form of prospectus subsequently filed by Tenet pursuant to Rule
424(b) under the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference in this Registration Statement.
ITEM 2. EXHIBITS
The Notes are to be registered on the New York Stock Exchange (the
"NYSE"), the exchange on which other securities of the Registrant are
currently registered. Accordingly, copies of the following exhibits shall be
filed with each copy of the Registration Statement on Form 8-A filed with the
Commission or with the NYSE, subject to Rule 12b-32 regarding the
incorporation of exhibits by reference.
4.1 Form of Indenture for the Registrant's Convertible Floating Rate
Debentures, dated as of February 1, 1992, among NME PIP Funding I, Inc.,
the Registrant and Bankers Trust Company, as Trustee (Incorporated by
reference to Exhibit 4(a) to Registration Statement on Form S-3,
Registration No. 33-45689, dated February 14, 1992)
4.2 Form of Convertible Floating Rate Debenture due April 3, 1996
(Incorporated by reference to Exhibit 4(e) to Registrant's Registration
Statement on Form S-3, Registration No. 33-45689, dated February 14,
1992)
4.3 Agreement Providing for First Amendment to Convertible Floating Rate
Debentures due April 3, 1996, dated as of December 11, 1991, between the
Registrant and NME PIP Funding I, Inc. (Incorporated by reference to
Exhibit 4(f) to Registrant's Registration Statement on Form S-3,
Registration No. 33-45689, dated February 14, 1992)
-1-
<PAGE>
4.4 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock (Incorporated by reference to Exhibit 4(h)
to Registrant's Annual Report on Form 10-K dated August 30, 1993)
4.5 Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock (Incorporated by reference to Exhibit 4(d)
to Registrant's Annual Report on Form 10-K dated August 23, 1991)
4.6 Form of Investment Option Agreement (Incorporated by reference to
Exhibit 4(f) to Registrant's Annual Report on Form 10-K dated August 25,
1995)
4.7 Indenture, dated as of March 1, 1995, between the Registrant and The
Bank of New York, as Trustee, relating to Medium Term Notes
(Incorporated by reference to Exhibit 4(a) to Registrant's Annual Report
on Form 10-K dated August 23, 1991)
4.8 Indenture, dated as of March 1, 1995, between Tenet and The Bank of New
York, as Trustee, relating to 9-5/8% Senior Notes due 2002 (Incorporated by
reference to Exhibit 4(a) to Registrant's Quarterly Report on Form 10-Q
dated April 14, 1995)
4.9 Indenture, dated as of March 1, 1995, between Tenet and The Bank of New
York, as Trustee, relating to 10-1/8% Senior Subordinated Notes due 2005
(Incorporated by reference to Exhibit 4(b) to Registrant's Quarterly
Report on Form 10-Q dated April 14, 1995)
4.10 Registration Rights Agreement, dated as of February 22, 1995, by and
between the Registrant and the Selling Shareholders (Incorporated by
reference to Exhibit 4.1 to Registrant's Registration Statement on Form
S-3, Registration No. 33-57801, dated February 22, 1995)
4.11 Form of Indenture, dated as of October 16, 1995, by and between the
Registrant and The Bank of New York, as Trustee, relating to 8-5/8% Senior
Notes due 2003 (Incorporated by reference to Exhibit 4.1 to Registrant's
Amendment No. 1 to Registration Statement on Form S-3, Registration No.
33-62591, dated September 26, 1995)
4.12 First Supplemental Indenture, dated as of October 30, 1995, supplemental
to the Indenture, dated as of March 1, 1995, relating to the
Registrant's 9-5/8% Senior Notes Due 2002
4.13 First Supplemental Indenture, dated as of October 27, 1995, supplemental
to the Indenture, dated as of March 1, 1995, relating to the
Registrant's 10-1/8% Senior Subordinated Notes Due 2005
4.14 First Supplemental Indenture, dated as of October 30, 1995, supplemental
to the Indenture, dated as of October 16, 1995, relating to the
Registrant's 8-5/8% Senior Notes Due 2003
4.15 Form of Indenture, by and between the Registrant and The Bank of New
York, as Trustee, relating to the Notes (Incorporated by reference to
Exhibit 4.1 to Tenet's Amendment No. 2 to Registration Statement on Form
S-3, Registration No. 33-63451, dated December 12, 1995)
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TENET HEALTHCARE CORPORATION
Date: December 18, 1995 By: /s/ Richard B. Silver
------------------------
Name. Richard B. Silver
Title: Vice President
-3-
<PAGE>
EXHIBIT
4.12
FIRST SUPPLEMENTAL INDENTURE
TENET HEALTHCARE CORPORATION, as Issuer
AND
THE BANK OF NEW YORK,
as Trustee
Dated as of October 30, 1995
Supplemental to Indenture, dated as of
March 1, 1995, relating to the Issuer's
9-5/8% Senior Notes Due 2002
<PAGE>
TABLE OF CONTENTS
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE ONE - DEFINITIONS AND OTHER GENERAL
PROVISIONS . . . . . . . . . . . . . . . . . . .
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . .
SECTION 1.2 Effect of Headings and Table of
Contents . . . . . . . . . . . . . . . . . . . .
SECTION 1.3 Successors and Assigns. . . . . . . . . . . . . .
SECTION 1.4 Separability Clause . . . . . . . . . . . . . . .
SECTION 1.5 Benefits of First Supplemental
Indenture. . . . . . . . . . . . . . . . . . . .
SECTION 1.6 Governing Law . . . . . . . . . . . . . . . . . .
SECTION 1.7 Effectiveness . . . . . . . . . . . . . . . . . .
ARTICLE TWO - AMENDMENTS . . . . . . . . . . . . . . . . . . .
ARTICLE THREE - NOTICE, ENDORSEMENT AND CHANGE OF FORM
OF SECURITIES. . . . . . . . . . . . . . . . . .
SECTION 3.1 Replacement of Exhibits . . . . . . . . . . . . .
SECTION 3.2 Notation on Securities. . . . . . . . . . . . . .
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .
2
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of October 30,1995 (the
"First Supplemental Indenture"), between TENET HEALTHCARE CORPORATION, a
Nevada corporation (hereinafter called the "Company"), and THE BANK OF NEW
YORK, as trustee (hereinafter called the "Trustee"), under the Indenture (the
"Indenture"), dated as of March 1, 1995, between the Company and the Trustee
relating to the Company's 9-5/8% Senior Notes due 2002 (the "Securities").
RECITALS OF THE COMPANY
The Company proposes to offer (the "Offering") Exchangeable
Subordinated Notes due 2007 which are exchangeable for shares of common stock
of Vencor, Inc. (the "Exchangeable Notes").
In connection with the Offering, the Company is soliciting consents
to the amendments to the Indenture (the "Amendments") (all as described in
the Solicitation of Consents, dated October 20, 1995 (the "Consent
Solicitation").
In accordance with Section 8.02 of the Indenture the Holders of a
majority of the outstanding principal amount of the Securities then
outstanding have consented to such Amendments.
The Board of Directors of the Company has duly authorized the
execution and delivery of this First Supplemental Indenture. The Company has
delivered an Officers' Certificate and an Opinion of Counsel to the Trustee
pursuant to Section 8.06 of the Indenture and has done all other things
necessary to make this First Supplemental Indenture a valid agreement of the
Company in accordance with the terms hereof and of the Indenture.
WHEREFORE, each party agrees as follows for the benefit of the other
party and for the equal or ratable benefit of the Holders of the Securities:
3
<PAGE>
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of the Indenture and this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to the Indenture and this First
Supplemental Indenture as a whole and not to any particular Article,
Section or subdivision; and
(2) certain capitalized terms used but not defined herein shall
have the meanings assigned to them in the Indenture.
SECTION 1.2 Effect of Headings and Table of Contents.
The Article and Section headings and the Table of Contents are for
convenience only and shall not affect the construction hereof. All references
to Sections in the Indenture shall remain unchanged.
SECTION 1.3 Successors and Assigns.
All covenants and agreements in this First Supplemental Indenture by
the Company shall bind its successors and assigns, or any other obligor on
the Securities, whether expressed or not.
SECTION 1.4 Separability Clause.
In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
4
<PAGE>
SECTION 1.5 Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this First Supplemental Indenture.
SECTION 1.6 Governing Law.
This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York and all rights and
remedies shall be governed by such law without reference to its conflict of
laws provision.
SECTION 1.7 Effectiveness.
This First Supplemental Indenture shall take effect on the date (the
"Effective Date") that each of the following conditions shall have been
satisfied:
(a) the Trustee shall have received an Opinion of Counsel and
an Officers' Certificate from the Company each dated the Effective Date and
in the form set forth in Section 8.06 of the Indenture.
(b) each of the parties hereto shall have executed and
delivered this First Supplemental Indenture.
ARTICLE II
THE AMENDMENTS
1. Section 1.01 of the Indenture is hereby amended, by including
the following between the definition of "Specified Assets" and the definition
of "Stockholders' Equity":
"SPECIFIED EXCHANGE" means any retirement of Indebtedness upon the
exercise by a holder of such Indebtedness, pursuant to the terms thereof,
of any right to exchange such Indebtedness for shares of common stock of
Vencor, Inc. or any successor there-
5
<PAGE>
to or any other equity securities, other than Equity Interests of a
Subsidiary, owned by the Company as of October 11, 1995, or for any
securities or other property received with respect to such common stock
or equity securities, whether or not such right is subject to the
Company's ability to pay an amount in cash in lieu thereof.
2. Subsection (iii) of the first paragraph of Section 3.07 of the
Indenture is hereby amended and restated, in its entirety, to state the
following:
(iii) make any principal payment on, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is
subordinated to the Securities, except at the original final maturity
date thereof or pursuant to a Specified Exchange or the Refinancing;
ARTICLE III
NOTICE, ENDORSEMENT AND CHANGE OF FORM OF SECURITIES
SECTION 3.1 Notice to Securityholders.
After the Amendments become effective, the Company shall mail to
Securityholders a notice briefly describing such Amendments in accordance
with Section 8.02 of the Indenture.
SECTION 3.2 Notation on Securities.
(a) Securities authenticated and delivered after the
effectiveness of this First Supplemental Indenture shall be affixed by the
Trustee with the following notation:
"The Company and the Trustee have entered into a First Supplemental
Indenture, dated as of October 30, 1995, which amended the covenant
regarding limitations on restricted payments. Reference is hereby made to
such First Supplemental Indenture, copies of which are on file with The
Bank of New York, Trustee."
6
<PAGE>
The Trustee may require holders of Securities authenticated and
delivered prior to the effectiveness of this First Supplemental Indenture to
deliver such Securities to the Trustee so that the Trustee may affix them
with the aforementioned notation.
(b) If the Company or the Trustee so determines, the Company,
in exchange for the Securities, shall issue and the Trustee shall
authenticate new Securities that reflect the changed terms.
* * * * *
7
<PAGE>
This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one in the same
instrument.
Dated as of October 30, 1995
TENET HEALTHCARE CORPORATION
By: /s/ Maris Andersons
--------------------------
Name: Maris Andersons
Title: Senior Vice President
Attest:
(Seal)
/s/ Alan Lundgren
- ---------------------------
Name: Alan Lundgren
Title: Assistant Secretary
Dated as of October 30, 1995
THE BANK OF NEW YORK,
as Trustee
By: /s/ Vivian Georges
-----------------------------
Name: Vivian Georges
Title: Assistant Vice President
Attest:
(Seal)
/s/ Paul Schmalzel
- ---------------------------
Name: Paul Schmalzel
Title: Assistant Treasurer
8
<PAGE>
STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On this 30th day of October, 1995, before me personally came Maris
Andersons, to me known, who, being by me duly sworn, did depose and say that
he/she is Senior Vice President of TENET HEALTHCARE CORPORATION, one of the
corporations described in and which executed the above instrument and that
he/she signed his/her name thereto.
/s/ Frances A. Paquet
--------------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 27th day of October, 1995, before me personally came Vivian
Georges, to me known, who, being by me duly sworn, did depose and say that
he/she is an Assistant Vice President of THE BANK OF NEW YORK, one of the
corporations described in and which executed the above instrument and that
he/she signed his/her name thereto.
/s/ William J. Cassels
--------------------------------
9
<PAGE>
EXHIBIT
4.13
FIRST SUPPLEMENTAL INDENTURE
TENET HEALTHCARE CORPORATION, as Issuer
AND
THE BANK OF NEW YORK,
as Trustee
Dated as of October 27, 1995
Supplemental to Indenture, dated as of
March 1, 1995, relating to the Issuer's
10-1/8% Senior Subordinated Notes Due 2005
<PAGE>
TABLE OF CONTENTS
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE ONE - DEFINITIONS AND OTHER GENERAL
PROVISIONS. . . . . . . . . . . . . . . . . . .
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . .
SECTION 1.2 Effect of Headings and Table of
Contents. . . . . . . . . . . . . . . . . . . .
SECTION 1.3 Successors and Assigns. . . . . . . . . . . . .
SECTION 1.4 Separability Clause . . . . . . . . . . . . . .
SECTION 1.5 Benefits of First Supplemental
Indenture . . . . . . . . . . . . . . . . . . .
SECTION 1.6 Governing Law . . . . . . . . . . . . . . . . .
SECTION 1.7 Effectiveness . . . . . . . . . . . . . . . . .
ARTICLE TWO - AMENDMENTS. . . . . . . . . . . . . . . . . . .
ARTICLE THREE - NOTICE, ENDORSEMENT AND CHANGE OF FORM
OF SECURITIES . . . . . . . . . . . . . . . . .
SECTION 3.1 Replacement of Exhibits . . . . . . . . . . . .
SECTION 3.2 Notation on Securities. . . . . . . . . . . . .
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
2
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of
October 27, 1995 (the "First Supplemental Indenture"),
between TENET HEALTHCARE CORPORATION, a Nevada corpora-
tion (hereinafter called the "Company"), and THE BANK OF
NEW YORK, as trustee (hereinafter called the "Trustee"),
under the Indenture (the "Indenture"), dated as of March
1, 1995, between the Company and the Trustee relating to
the Company's 10-1/8% Senior Subordinated Notes due 2005
(the "Securities").
RECITALS OF THE COMPANY
The Company proposes to offer (the "Offering")
Exchangeable Subordinated Notes due 2007 which are ex-
changeable for shares of common stock of Vencor, Inc.
(the "Exchangeable Notes").
In connection with the Offering, the Company is
soliciting consents to the amendments to the Indenture
(the "Amendments") (all as described in the Solicitation
of Consents, dated October 20, 1995 (the "Consent Solici-
tation").
In accordance with Section 8.02 of the Inden-
ture the Holders of a majority of the outstanding prin-
cipal amount of the Securities then outstanding have
consented to such Amendments.
The Board of Directors of the Company has duly
authorized the execution and delivery of this First
Supplemental Indenture. The Company has delivered an
Officers' Certificate and an Opinion of Counsel to the
Trustee pursuant to Section 8.06 of the Indenture and has
done all other things necessary to make this First Sup-
plemental Indenture a valid agreement of the Company in
accordance with the terms hereof and of the Indenture.
WHEREFORE, each party agrees as follows for the
benefit of the other party and for the equal or ratable
benefit of the Holders of the Securities:
3
<PAGE>
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of the Indenture and this
First Supplemental Indenture, except as otherwise ex-
pressly provided or unless the context otherwise re-
quires:
(1) the words "herein," "hereof" and
"hereunder" and other words of similar import refer
to the Indenture and this First Supplemental Inden-
ture as a whole and not to any particular Article,
Section or subdivision; and
(2) certain capitalized terms used but
not defined herein shall have the meanings assigned
to them in the Indenture.
SECTION 1.2 Effect of Headings and Table of
Contents.
The Article and Section headings and the Table
of Contents are for convenience only and shall not affect
the construction hereof. All references to Sections in
the Indenture shall remain unchanged.
SECTION 1.3 Successors and Assigns.
All covenants and agreements in this First
Supplemental Indenture by the Company shall bind its
successors and assigns, or any other obligor on the
Securities, whether expressed or not.
SECTION 1.4 Separability Clause.
In case any provision in this First Supplemen-
tal Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remain-
ing provisions shall not in any way be affected or im-
paired thereby.
4
<PAGE>
SECTION 1.5 Benefits of First Supplemental
Indenture.
Nothing in this First Supplemental Indenture,
express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any
Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this First Supple-
mental Indenture.
SECTION 1.6 Governing Law.
This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of
the State of New York and all rights and remedies shall
be governed by such law without reference to its conflict
of laws provision.
SECTION 1.7 Effectiveness.
This First Supplemental Indenture shall take
effect on the date (the "Effective Date") that each of
the following conditions shall have been satisfied:
(a) the Trustee shall have received an
Opinion of Counsel and an Officers' Certificate from the
Company each dated the Effective Date and in the form set
forth in Section 8.06 of the Indenture.
(b) each of the parties hereto shall have
executed and delivered this First Supplemental Indenture.
ARTICLE II
THE AMENDMENTS
1. Section 1.01 of the Indenture is hereby
amended, by including the following between the defini-
tion of "Specified Assets" and the definition of "Stock-
holders' Equity":
"SPECIFIED EXCHANGE" means any retirement of
Indebtedness upon the exercise by a holder of such
Indebtedness, pursuant to the terms thereof, of any
right to exchange such Indebtedness for shares of
common stock of Vencor, Inc. or any successor there-
5
<PAGE>
to or any other equity securities, other than Equity
Interests of a Subsidiary, owned by the Company as
of October 11, 1995, or for any securities or other
property received with respect to such common stock
or equity securities, whether or not such right is
subject to the Company's ability to pay an amount in
cash in lieu thereof.
2. Subsection (iii) of the first paragraph of
Section 3.07 of the Indenture is hereby amended and
restated, in its entirety, to state the following:
(iii) make any principal payment on, or pur-
chase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is subordi-
nated to the Securities, except at the original
final maturity date thereof or pursuant to a Speci-
fied Exchange or the Refinancing;
ARTICLE III
NOTICE, ENDORSEMENT AND CHANGE OF FORM OF SECURITIES
SECTION 3.1 Notice to Securityholders.
After the Amendments become effective, the
Company shall mail to Securityholders a notice briefly
describing such Amendments in accordance with Section
8.02 of the Indenture.
SECTION 3.2 Notation on Securities.
(a) Securities authenticated and deliv-
ered after the effectiveness of this First Supplemental
Indenture shall be affixed by the Trustee with the fol-
lowing notation:
"The Company and the Trustee have entered
into a First Supplemental Indenture, dated as
of October 27, 1995, which amended the covenant
regarding limitations on restricted payments.
Reference is hereby made to such First Supple-
mental Indenture, copies of which are on file
with The Bank of New York, Trustee."
6
<PAGE>
The Trustee may require holders of Securities
authenticated and delivered prior to the effectiveness of
this First Supplemental Indenture to deliver such Securi-
ties to the Trustee so that the Trustee may affix them
with the aforementioned notation.
(b) If the Company or the Trustee so
determines, the Company, in exchange for the Securities,
shall issue and the Trustee shall authenticate new Secu-
rities that reflect the changed terms.
* * * * *
7
<PAGE>
This First Supplemental Indenture may be exe-
cuted in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such
counterparts shall together constitute but one in the
same instrument.
Dated as of October 27, 1995
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
-----------------------------
Name: Scott M. Brown
Title: Senior Vice President
Attest:
(Seal)
/s/ Alan Lundgren
---------------------------
Name: Alan Lundgren
Title: Assistant Secretary
Dated as of October 27, 1995
THE BANK OF NEW YORK,
as Trustee
By: /s/ Vivian Georges
-------------------------------
Name: Vivian Georges
Title: Assistant Vice President
Attest:
(Seal)
/s/ Paul Schmalzel
--------------------------
Name: Paul Schmalzel
Title: Assistant Treasurer
8
<PAGE>
STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On this 27th day of October, 1995, before me
personally came Scott M. Brown, to me known, who, being
by me duly sworn, did depose and say that he/she is
Senior Vice President of TENET HEALTHCARE CORPORATION,
one of the corporations described in and which executed
the above instrument and that he/she signed his/her name
thereto.
/s/ Frances A. Paquet
-----------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 27th day of October, 1995, before me
personally came Vivian Georges, to me known, who, being
by me duly sworn, did depose and say that he/she is an
Assistant Vice President of THE BANK OF NEW YORK, one of
the corporations described in and which executed the
above instrument and that he/she signed his/her name
thereto.
/s/ William J. Cassels
---------------------------
9
<PAGE>
FIRST SUPPLEMENTAL INDENTURE
TENET HEALTHCARE CORPORATION, as Issuer
AND
THE BANK OF NEW YORK,
as Trustee
Dated as of October 30, 1995
Supplemental to Indenture, dated as of
October 16, 1995, relating to the Issuer's
8-5/8% Senior Notes Due 2003
<PAGE>
TABLE OF CONTENTS
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE ONE - DEFINITIONS AND OTHER GENERAL
PROVISIONS. . . . . . . . . . . . . . . . . . .
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . .
SECTION 1.2 Effect of Headings and Table of
Contents. . . . . . . . . . . . . . . . . . . .
SECTION 1.3 Successors and Assigns. . . . . . . . . . . . .
SECTION 1.4 Separability Clause . . . . . . . . . . . . . .
SECTION 1.5 Benefits of First Supplemental
Indenture . . . . . . . . . . . . . . . . . . .
SECTION 1.6 Governing Law . . . . . . . . . . . . . . . . .
SECTION 1.7 Effectiveness . . . . . . . . . . . . . . . . .
ARTICLE TWO - AMENDMENTS. . . . . . . . . . . . . . . . . . .
ARTICLE THREE - NOTICE, ENDORSEMENT AND CHANGE OF FORM
OF SECURITIES . . . . . . . . . . . . . . . . .
SECTION 3.1 Replacement of Exhibits . . . . . . . . . . . .
SECTION 3.2 Notation on Securities. . . . . . . . . . . . .
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
2
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of
October 30,1995 (the "First Supplemental Indenture"),
between TENET HEALTHCARE CORPORATION, a Nevada corpora-
tion (hereinafter called the "Company"), and THE BANK OF
NEW YORK, as trustee (hereinafter called the "Trustee"),
under the Indenture (the "Indenture"), dated as of Octo-
ber 16, 1995, between the Company and the Trustee relat-
ing to the Company's 8-5/8% Senior Notes due 2003 (the
"Securities").
RECITALS OF THE COMPANY
The Company proposes to offer (the "Offering")
Exchangeable Subordinated Notes due 2007 which are ex-
changeable for shares of common stock of Vencor, Inc.
(the "Exchangeable Notes").
In connection with the Offering, the Company is
soliciting consents to the amendments to the Indenture
(the "Amendments") (all as described in the Solicitation
of Consents, dated October 20, 1995 (the "Consent Solici-
tation").
In accordance with Section 8.02 of the Inden-
ture the Holders of a majority of the outstanding prin-
cipal amount of the Securities then outstanding have
consented to such Amendments.
The Board of Directors of the Company has duly
authorized the execution and delivery of this First
Supplemental Indenture. The Company has delivered an
Officers' Certificate and an Opinion of Counsel to the
Trustee pursuant to Section 8.06 of the Indenture and has
done all other things necessary to make this First Sup-
plemental Indenture a valid agreement of the Company in
accordance with the terms hereof and of the Indenture.
WHEREFORE, each party agrees as follows for the
benefit of the other party and for the equal or ratable
benefit of the Holders of the Securities:
3
<PAGE>
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of the Indenture and this
First Supplemental Indenture, except as otherwise ex-
pressly provided or unless the context otherwise re-
quires:
(1) the words "herein," "hereof" and
"hereunder" and other words of similar import refer
to the Indenture and this First Supplemental Inden-
ture as a whole and not to any particular Article,
Section or subdivision; and
(2) certain capitalized terms used but
not defined herein shall have the meanings assigned
to them in the Indenture.
SECTION 1.2 Effect of Headings and Table of
Contents.
The Article and Section headings and the Table
of Contents are for convenience only and shall not affect
the construction hereof. All references to Sections in
the Indenture shall remain unchanged.
SECTION 1.3 Successors and Assigns.
All covenants and agreements in this First
Supplemental Indenture by the Company shall bind its
successors and assigns, or any other obligor on the
Securities, whether expressed or not.
SECTION 1.4 Separability Clause.
In case any provision in this First Supplemen-
tal Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remain-
ing provisions shall not in any way be affected or im-
paired thereby.
4
<PAGE>
SECTION 1.5 Benefits of First Supplemental
Indenture.
Nothing in this First Supplemental Indenture,
express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any
Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this First Supple-
mental Indenture.
SECTION 1.6 Governing Law.
This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of
the State of New York and all rights and remedies shall
be governed by such law without reference to its conflict
of laws provision.
SECTION 1.7 Effectiveness.
This First Supplemental Indenture shall take
effect on the date (the "Effective Date") that each of
the following conditions shall have been satisfied:
(a) the Trustee shall have received an
Opinion of Counsel and an Officers' Certificate from the
Company each dated the Effective Date and in the form set
forth in Section 8.06 of the Indenture.
(b) each of the parties hereto shall have
executed and delivered this First Supplemental Indenture.
ARTICLE II
THE AMENDMENTS
1. Section 1.01 of the Indenture is hereby
amended, by including the following between the defini-
tion of "Specified Assets" and the definition of "Stock-
holders' Equity":
"SPECIFIED EXCHANGE" means any retirement of
Indebtedness upon the exercise by a holder of such
Indebtedness, pursuant to the terms thereof, of any
right to exchange such Indebtedness for shares of
common stock of Vencor, Inc. or any successor there-
5
<PAGE>
to or any other equity securities, other than Equity
Interests of a Subsidiary, owned by the Company as
of October 11, 1995, or for any securities or other
property received with respect to such common stock
or equity securities, whether or not such right is
subject to the Company's ability to pay an amount in
cash in lieu thereof.
2. Subsection (iii) of the first paragraph of
Section 3.07 of the Indenture is hereby amended and
restated, in its entirety, to state the following:
(iii) make any principal payment on, or pur-
chase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is subordi-
nated to the Securities, except at the original
final maturity date thereof or pursuant to a Speci-
fied Exchange or the Refinancing;
ARTICLE III
NOTICE, ENDORSEMENT AND CHANGE OF FORM OF SECURITIES
SECTION 3.1 Notice to Securityholders.
After the Amendments become effective, the
Company shall mail to Securityholders a notice briefly
describing such Amendments in accordance with Section
8.02 of the Indenture.
SECTION 3.2 Notation on Securities.
(a) Securities authenticated and deliv-
ered after the effectiveness of this First Supplemental
Indenture shall be affixed by the Trustee with the fol-
lowing notation:
"The Company and the Trustee have entered
into a First Supplemental Indenture, dated as
of October 30, 1995, which amended the covenant
regarding limitations on restricted payments.
Reference is hereby made to such First Supple-
mental Indenture, copies of which are on file
with The Bank of New York, Trustee."
6
<PAGE>
The Trustee may require holders of Securities
authenticated and delivered prior to the effectiveness of
this First Supplemental Indenture to deliver such Securi-
ties to the Trustee so that the Trustee may affix them
with the aforementioned notation.
(b) If the Company or the Trustee so
determines, the Company, in exchange for the Securities,
shall issue and the Trustee shall authenticate new Secu-
rities that reflect the changed terms.
* * * * *
7
<PAGE>
This First Supplemental Indenture may be exe-
cuted in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such
counterparts shall together constitute but one in the
same instrument.
Dated as of October 30, 1995
TENET HEALTHCARE CORPORATION
By: /s/ Maris Andersons
-----------------------------
Name: Maris Andersons
Title: Senior Vice President
Attest:
(Seal)
/s/ Alan Lundgren
---------------------------
Name: Alan Lundgren
Title: Assistant Secretary
Dated as of October 30, 1995
THE BANK OF NEW YORK,
as Trustee
By: /s/ Vivian Georges
-------------------------------
Name: Vivian Georges
Title: Assistant Vice President
Attest:
(Seal)
/s/ Paul Schmalzel
--------------------------
Name: Paul Schmalzel
Title: Assistant Treasurer
8
<PAGE>
STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES )
On this 30th day of October, 1995, before me
personally came Maris Andersons, to me known, who, being
by me duly sworn, did depose and say that he/she is
Senior Vice President of TENET HEALTHCARE CORPORATION,
one of the corporations described in and which executed
the above instrument and that he/she signed his/her name
thereto.
/s/ Frances A. Paquet
-----------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 27th day of October, 1995, before me
personally came Vivian Georges, to me known, who, being
by me duly sworn, did depose and say that he/she is an
Assistant Vice President of THE BANK OF NEW YORK, one of
the corporations described in and which executed the
above instrument and that he/she signed his/her name
thereto.
/s/ William J. Cassels
-----------------------------
9
