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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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National Medical Enterprises, Inc.
(Name of Registrant as Specified in its Charter)
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SCOTT M. BROWN
NATIONAL MEDICAL ENTERPRISES, INC.
2700 COLORADO AVENUE
SANTA MONICA, CALIFORNIA 90404
(310) 998-8406
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY COPY
NOTICE OF CONSENT SOLICITATION STATEMENT
NATIONAL MEDICAL ENTERPRISES, INC.
DOING BUSINESS AS TENET HEALTHCARE CORPORATION
2700 COLORADO AVENUE
SANTA MONICA, CA 90404
(310) 998-8000
MAY 22, 1995
To Our Shareholders:
This Notice is being sent to you, as a shareholder of National Medical
Enterprises, Inc. (the "Company") (doing business as Tenet Healthcare
Corporation), to solicit your written consent to a proposed amendment (the
"Amendment") of the Company's Restated Articles of Incorporation (the
"Articles") to change the legal name of the Company to Tenet Healthcare
Corporation, rather than merely doing business under the name of Tenet
Healthcare Corporation.
Only shareholders of record at the close of business on May 15, 1995 (the
record date) are entitled to execute a written consent.
Enclosed with this Notice is a card which is a form of written consent
(the "Written Consent") setting forth the proposed Amendment. If you approve of
the Amendment, please sign the Written Consent in the space provided. Please
sign in exactly the same name as your stock is held. If your stock is held
jointly with another person or as joint tenants, each of you should sign. If
you are signing as attorney, executor, administrator, trustee, guardian,
corporate officer, or other similar capacity, please indicate your title.
Please return the executed Written Consent in the enclosed postage-paid
envelope.
Your prompt reply is requested and greatly appreciated. Thank you for
your prompt attention and your continued support of the Company.
SCOTT M. BROWN
Secretary
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CONSENT SOLICITATION STATEMENT
CONCERNING
WRITTEN CONSENT OF THE
SHAREHOLDERS OF
NATIONAL MEDICAL ENTERPRISES, INC.
DOING BUSINESS AS TENET HEALTHCARE CORPORATION
GENERAL INFORMATION
May 22, 1995
Your written consent is solicited by the Board of Directors (the "Board")
of National Medical Enterprises, Inc. (the "Company") to a proposed amendment
(the "Amendment") of the Company's Restated Articles of Incorporation (the
"Articles") to change the name of the Company to Tenet Healthcare Corporation.
This Consent Solicitation Statement and the accompanying card which is a form of
written consent (the "Written Consent") are being mailed to shareholders on or
about May 22, 1995.
Only stockholders of record at the close of business on May 15, 1995 (the
record date) are entitled to execute the Written Consent. On May 15, 1995, the
Company had outstanding _____ shares of common stock, each of which is entitled
to one vote. Written Consents in favor of the proposed Amendment from the
holders of a majority of the shares of common stock outstanding on such date is
necessary for the Amendment to become effective. If the Written Consent is
properly executed and returned and no choice is specified, the shares it
represents will be voted in favor of the Amendment. Abstentions will be treated
as a vote against the proposed Amendment.
Written Consents must be received by the Company no later than June 22,
1995 unless the Company extends the date for receipt of Written Consents. If,
on June 22, 1995, the Company has received Written Consents that have not been
revoked representing more than 50% of the outstanding shares of the Company on
the record date, the Amendment will be declared approved by the shareholders
(the "Effective Date"). Promptly after the Effective Date, the Company intends
to cause the Amendment to become effective by filing the Amendment with the
Secretary of State of Nevada.
Any shareholder executing a Written Consent has the power to revoke it
any time prior to the Effective Date, but may not revoke it thereafter. Any
Written Consent may be revoked by filing with the Secretary of the Company a
written notice of revocation or by executing a Written Consent bearing a later
date.
The cost of solicitation of the Written Consents will be borne by the
Company. The Company has engaged Kissel-Blake, Inc. ("Kissel-Blake") to assist
in the solicitation of Written Consents. The Company will pay Kissel-Blake
$6,000 in fees for its services and will reimburse Kissel-Blake for its
reasonable out-of-pocket expenses. In addition to solicitation by mail and by
Kissel-Blake, Written Consents may be solicited by directors, executive officers
and employees of the Company personally or by telephone or telegram. Consent
Solicitation material relating to the Written Consent also may be distributed
through brokers, custodians and other like parties to the beneficial owners of
the Company's common stock, and the Company may reimburse such parties for their
reasonable out-of-pocket and clerical expenses incurred in connection therewith.
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STOCK OWNERSHIP
As of April 30, 1995, ownership of the Company's common stock by all
directors, the Chief Executive Officer, each of the other executive officers and
all executive officers and directors as a group (17 persons) was as follows:
Except as otherwise indicated, each individual named has sole control as
to the investment and voting power with respect to the securities owned.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
------------------------------------
OPTIONS
EXERCISABLE
SHARES OF PRIOR TO
COMMON JULY 1, PERCENT OF
NAME STOCK 1995 (1) CLASS (2)
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<S> <C> <C> <C>
Maris Andersons. . . . . . . . . . . . . 30,000 784,879
Jeffrey C. Barbakow. . . . . . . . . . . 19,100 1,333,333
Bernice B. Bratter . . . . . . . . . . . 11,000 5,000
Scott M. Brown . . . . . . . . . . . . . 2,400 230,789
John T. Casey. . . . . . . . . . . . . . 12,542 0
Maurice J. DeWald. . . . . . . . . . . . 10,800 5,000
Peter de Wetter. . . . . . . . . . . . . 15,200 55,357
Edward Egbert, M.D.. . . . . . . . . . . 91,238 15,460
Michael H. Focht . . . . . . . . . . . . 0 1,018,521
Raymond A. Hay . . . . . . . . . . . . . 11,200 25,920
Lester B. Korn . . . . . . . . . . . . . 22,700 5,000
James P. Livingston. . . . . . . . . . . 101,228 36,380
Raymond L. Mathiasen . . . . . . . . . . 67,500 208,456
Robert W. O'Leary. . . . . . . . . . . . 21,670 0
Thomas J. Pritzker(3). . . . . . . . . . 0 0
Barry P. Schochet (4). . . . . . . . . . 86,200 174,980
Richard S. Schweiker . . . . . . . . . . 11,400 67,760
Executive officers and directors
as a group (17 persons). . . . . . . . 514,178 3,966,835 2.2%
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<FN>
(1) These figures include investment options purchased under the Company's 1989
Performance Investment Plan (the "PIP") entitling the following executives
and directors to purchase convertible debentures which in turn are
convertible in two steps into the following number of shares of the
Company's common stock at an effective exercise price equivalent to $15.83:
Andersons (698,213); Brown (199,489); de Wetter (39,897); Focht (698,213);
Mathiasen (99,744); and Schochet (39,897).
(2) Except as indicated, no executive officer or director beneficially owned,
including Options exercisable prior to July 1, 1995, 1% or more of the
outstanding shares of common stock of the Company.
(3) Mr. Pritzker is the president and a director of the corporation that is the
general partner of a limited partnership that is a general partner of the
sole general partner of GKH Investments, L.P. (the "Partnership"). As
described below, the Partnership owned 10,352,050 shares of the Company's
common stock as of March 31, 1995. Mr. Pritzker expressly disclaims any
beneficial ownership interest in the shares owned by the Partnership.
(4) Mr. Schochet is included because he was an executive officer through
February 28, 1995.
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SHARES OWNED BY CERTAIN SHAREHOLDERS
As shown on the table below, as of March 31, 1995, Prudential Insurance
Company of America ("Prudential") was the beneficial owner of 6.0% of the
Company's common stock, Heine Securities Corp. ("Heine") was the beneficial
owner of 5.6% of the Company's common stock and GKH Investments, L.P. (the
"Partnership") was the beneficial owner of 5.2% of the Company's common stock.
No other person is known by the Company to beneficially own more than 5% of its
outstanding common stock.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Beneficial Ownership Percent of Class
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<S> <C> <C>
Prudential Insurance Company of America 12,140,142 held directly by 6.0%
100 Mulberry Street Prudential
Newark, NJ 07102
Heine Securities Corp. 11,263,100 held directly by 5.6%
51 John F. Kennedy Parkway Heine
Short Hills, NJ 07078
GKH Investments, L.P. 10,352,050 held directly by 5.2%
200 W. Madison Street the Partnership
Chicago, IL 60606
</TABLE>
REASON FOR THE ACTIONS
BY WRITTEN CONSENT
The Board has determined that it is in the Company's best interests to
adopt a new name for the following reasons: (i) the March 1, 1995 acquisition
of American Medical Holdings, Inc. creates a new organization and a new era for
the Company, (ii) to distance and differentiate the new organization from
certain legal problems related principally to the Company's former Psychiatric
Division, and (iii) the new name creates an identity that reflects the Company's
standing in the current healthcare industry.
The name, Tenet Healthcare Corporation, was chosen because the word
"tenet" means shared principles or values. The Board believes that this new
name reflects the Company's philosophy of its partnership with its shareholders,
employees, physicians, health care providers, suppliers and the communities
served by the Company to provide quality care to its patients.
On March 1, 1995, the Company began doing business under the name of
Tenet Healthcare Corporation, but is soliciting your consent in order to change
its legal name. A change of the legal name of the Company would facilitate a
more widespread and consistent use of the corporate name than simply using the
name as a fictitious business name. Due to the fact that the Company currently
is operating under the name Tenet Healthcare Corporation, the final step of
changing the legal name of the Company will avoid confusion in the future and is
not likely to result in any additional cost over the cost that would be incurred
from using the fictitious business name. The Company has chosen to solicit
Written Consents in order to effectuate a name change in a timely fashion
without the expense of calling a special meeting of stockholders.
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The effect of the proposed Amendment to the Articles is solely to change
the name of the Company. The Amendment does not have any other effect on the
Articles. If the Amendment is approved by the shareholders, Article 1 of the
Articles shall be restated to read in its entirety as follows:
The name of this corporation is:
Tenet Healthcare Corporation
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS CONSENT TO THE PROPOSED
AMENDMENT TO THE ARTICLES TO CHANGE THE NAME OF THE COMPANY TO TENET HEALTHCARE
CORPORATION.
DATE FOR RECEIPT OF
SHAREHOLDER PROPOSALS
Any proposals by shareholders intended to be presented at the next annual
meeting were required to have been received by the Company for inclusion in its
proxy statement and form of proxy relating to that meeting by April 28, 1995.
No such proposals were received.
MISCELLANEOUS
If you have any questions regarding this Consent Solicitation Statement
or the proposed Amendment, please contact Kissel-Blake at 1-800-554-7733 (banks
and brokers, please call 212-344-6733) or write Scott M. Brown at the Company,
2700 Colorado Avenue, Santa Monica, California 90404 which is the mailing
address of the Company's principal executive offices.
By Order of the Board of Directors
Scott M. Brown
Secretary
Santa Monica, California
May 22, 1995
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU CONSENT TO THE FOLLOWING PROPOSAL:
Proposal 1: To amend Article 1 of the Company's Restated Articles of
Incorporation to change the legal name of the Company from
National Medical Enterprises, Inc. to Tenet Healthcare
Corporation:
CONSENT /x/ DISSENT /x/ ABSTAIN /x/
This consent revokes any written consents heretofore given to vote shares
represented hereby with respect to any authority conferred by such prior consent
in regard to the foregoing proposal. The undersigned hereby authorizes and
appoints Scott M. Brown, Michael H. Focht, Sr. and Maris Andersons, and each of
them acting in the absence of the other, with full power of substitution, as
attorneys-in-fact for the undersigned to give notice of the actions taken hereby
to the Secretary of the Company.
PLEASE DATE, SIGN AND MAIL THIS CONSENT CARD IN THE ENCLOSED ENVELOPE
TODAY. NOT POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU REQUIRE
ASSISTANCE IN COMPLETING THIS CARD, PLEASE CALL KISSEL-BLAKE, INC. AT
1-800-554-7733 (BANKS AND BROKERS, PLEASE CALL 212-344-6733.)
UNLESS SOONER REVOKED, THIS CONSENT WILL EXPIRE ON JUNE 22, 1995,
UNLESS THE COMPANY EXTENDS THE EXPIRATION DATE.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON YOUR STOCK CERTIFICATE. WHEN
SHARES ARE HELD BY JOINT OWNERS, EACH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE YOUR FULL TITLE AS SUCH.
IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY THE DULY AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
Dated: , 1995
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Signature
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Signature if held jointly
PLEASE DATE, SIGN AND MAIL THIS VOTES MUST BE INDICATED
CONSENT PROMPTLY. NO POSTAGE (X) IN BLACK OR BLUE INK. /X/
REQUIRED IF RETURNED IN THE
ENCLOSED ENVELOPE AND MAILED IN
THE UNITED STATES.
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CONSENT WRITTEN CONSENT OF SHAREHOLDERS OF CONSENT
NATIONAL MEDICAL ENTERPRISES, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Instructions: Shareholders approving the action described on the reverse
side should mark the appropriate "Consent" box; those opposing the action
should register their position by marking the appropriate "Dissent" or
"Abstain" box. Consent to the action will be expressed or withheld in
accordance with the directions of the shareholder. SHAREHOLDERS WHO FAIL TO
MARK ONE OF THE BOXES WITH RESPECT TO THE PROPOSAL SET FORTH HEREIN WILL BE
DEEMED TO HAVE CONSENTED TO THAT PROPOSAL BY SIGNING, DATING AND RETURNING THIS
CONSENT FORM.
The undersigned acknowledges receipt of the Notice of Consent Solicitation
and Consent Solicitation Statement Concerning Written Consent of Shareholders,
each dated May 22, 1995. The undersigned, a shareholder of record of National
Medical Enterprises, Inc. (the "Company"), acting with respect to all the
shares of common stock of the Company owned by such shareholder, by this
written consent does hereby act pursuant to Section 78.320 of the Nevada General
Corporation Law as noted on the reverse side with respect to the following
matter:
(Continued and to be dated and signed on the reverse side.)
NATIONAL MEDICAL ENTERPRISES, INC.
P.O. BOX 11336
NEW YORK, N.Y. 10203-0336
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