<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1996
REGISTRATION NO. 333-18185
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEVADA 8062 95-2557091
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(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
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
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<S> <C> <C>
BRIAN J. MCCARTHY RONALD P. SOLTMAN PAUL S. BIRD
Skadden, Arps, Slate, OrNda HealthCorp Debevoise & Plimpton
Meagher & Flom LLP 3401 West End Avenue, Suite 875 Third Avenue
300 South Grand Avenue 700 New York, New York 10022
Los Angeles, California Nashville, Tennessee 37203 (212) 909-6000
90071 (615) 383-8599
(213) 687-5000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective and
all other conditions under the
Merger Agreement (described in the Joint Proxy Statement/Prospectus) are
satisfied or waived.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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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 WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS 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>
This Amendment No. 1 to this Registration Statement (File No. 333-18185)
pertains only to the Part II information that was unintentionally omitted in the
original filing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law ("Nevada Law") provides
generally and in pertinent part that a Nevada corporation may indemnify its
directors and officers against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 78.751 further provides that, in connection with the defense or
settlement of any action by or in the right of the corporation, a Nevada
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith, in a manner they reasonably believed to be in, or not
opposed to, the best interest of the corporation. Section 78.751 further permits
a Nevada corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article IX of the Restated By-Laws, as amended, of the Registrant provide
that the Registrant shall indemnify its directors and officers to the fullest
extent permitted by Nevada Law. The Registrant has entered into indemnification
agreements with each of its directors and executive officers. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the maximum extent permitted by law, for expenses (including
attorneys' fees), judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with any proceeding (including, to the extent permitted by applicable law, any
derivative action) to which they are, or are threatened to be made, a party by
reason of their status in such positions. Such indemnification agreements do not
change the basic legal standards for indemnification set forth under Nevada Law
or the Restated Articles of Incorporation, as amended, of the Registrant. Such
agreements are intended to be in furtherance, and not in limitation of, the
general right to indemnification provided in the Registrant's Restated Articles
of Incorporation, as amended.
Section 78.037 of the Nevada Law provides that the articles of incorporation
may contain a provision eliminating or limiting the personal liability of a
director or officer to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director provided that such provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct or a knowing violation of law, or
(ii) under Section 78.300 of the Nevada Law (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock).
Article X of the Restated Articles of Incorporation contains a provision
eliminating the liability of directors and officers to the extent permitted
under Section 78.037 of Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed 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.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
2.1 Agreement and Plan of Merger, dated as of October 16, 1996 (the "Merger Agreement"), by and among
Tenet Healthcare Corporation (formerly known as National Medical Enterprises, Inc., the
"Company"), OHC Acquisition Co. ("Merger Sub") and OrNda HealthCorp ("OrNda") (Included as Annex
A)
2.2 Amendment No. 1 to the Merger Agreement, dated as of November 22, 1996, by and among the Company,
Merger Sub and OrNda (Included as Annex E)
3.1 Restated Bylaws of the Company, as amended October 16, 1996
4.1 Indenture, dated as of March 1, 1991, between the Company and The Bank of New York, as Trustee,
relating to Tenet's Medium Term Notes (Incorporated by reference to Exhibit 4(a) to the Company's
Annual Report on Form 10-K dated August 26, 1996 for the fiscal year ended May 31, 1996)
4.2 Indenture, dated as of March 1, 1995, between the Company 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 the
Company's Quarterly Report on Form 10-Q dated April 14, 1995, for the fiscal quarter ended
February 28, 1995)
4.3 Indenture, dated as of March 1, 1995, between the Company 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 the Company's Quarterly Report on Form 10-Q dated April 14, 1995, for the fiscal quarter ended
February 28, 1995)
4.4 Indenture, dated as of October 16, 1995, between the Company and The Bank of New York, as Trustee,
relating to 8 5/8% Senior Notes due 2003 (Incorporated by reference to Exhibit 4(d) to the
Company's Annual Report on Form 10-K dated August 26, 1996, for the fiscal year ended May 31,
1996)
4.5 Indenture, dated as of January 10, 1996, between the Company and The Bank of New York, as Trustee,
relating to 6% Exchangeable Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4(a)
to the Company's Quarterly Report on Form 10-Q dated January 15, 1996, for the fiscal quarter
ended November 30, 1995)
4.6 Escrow Agreement, dated as of January 10, 1996, among the Company, NME Properties, Inc., NME
Property Holding Co., Inc. and The Bank of New York, as Escrow Agent (Incorporated by reference to
Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q, dated as of January 15, 1996, for the
fiscal quarter ended November 30, 1995)
5.1 Opinion of Scott M. Brown, Esq., Senior Vice President, General Counsel and Secretary of the
Company
11.1 Statement of Computation of Pro Forma Per Share Earnings
12.1 Statement of Computation of Historical and Pro Forma Combined Ratios of Earnings to Fixed Charges
23.1 Consent of Scott M. Brown, Esq. (to be included in the opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page II-4)
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II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(c) (1) The undersigned registrant hereby undertakes as follows: That prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415 will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Barbara, State of
California on December 18, 1996.
TENET HEALTHCARE CORPORATION
By: /s/ SCOTT M. BROWN
-----------------------------------------
Name: Scott M. Brown
Title: Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey C. Barbakow, Trevor Fetter, Raymond L.
Mathiasen and Scott M. Brown and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any related registration statements pursuant
to Rule 462 of the Securities Act of 1933 and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
Executive Vice President
/s/ TREVOR FETTER and Chief Financial
- ------------------------------ Officer (Principal December 18, 1996
Trevor Fetter Financial Officer)
/s/ SCOTT M. BROWN
- ------------------------------ Senior Vice President December 18, 1996
Scott M. Brown
Senior Vice President and
/s/ RAYMOND L. MATHIASEN Chief Accounting Officer
- ------------------------------ (Principal Accounting December 18, 1996
Raymond L. Mathiasen Officer)
Chairman of the Board of
/s/ JEFFREY C. BARBAKOW Directors and Chief
- ------------------------------ Executive Officer December 18, 1996
Jeffrey C. Barbakow (Principal Executive
Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ MICHAEL H. FOCHT, SR.
- ------------------------------ President, Chief Operating December 18, 1996
Michael H. Focht, Sr. Officer and Director
/s/ BERNICE B. BRATTER
- ------------------------------ Director December 18, 1996
Bernice B. Bratter
/s/ MAURICE J. DEWALD
- ------------------------------ Director December 18, 1996
Maurice J. DeWald
/s/ PETER DE WETTER
- ------------------------------ Director December 18, 1996
Peter de Wetter
/s/ EDWARD EGBERT, M.D.
- ------------------------------ Director December 18, 1996
Edward Egbert, M.D.
/s/ RAYMOND A. HAY
- ------------------------------ Director December 18, 1996
Raymond A. Hay
/s/ LESTER B. KORN
- ------------------------------ Director December 18, 1996
Lester B. Korn
/s/ JAMES P. LIVINGSTON
- ------------------------------ Director December 18, 1996
James P. Livingston
- ------------------------------ Director
Thomas J. Pritzker
/s/ RICHARD S. SCHWEIKER
- ------------------------------ Director December 18, 1996
Richard S. Schweiker
</TABLE>
II-5
