<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1996
Registration No. 33 -
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S - 8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in it 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)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Scott M. Brown
Senior Vice President 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)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED SHARE* PRICE* FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.075 per share. . . . . . . . . . . 2,000,000 shares $21.125 $42,250,000 $14,569
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on January 30, 1996.
There also are registered hereunder such additional indeterminate number of
shares as may be issued as a result of the adjustment provisions of the Plan.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed by Tenet Healthcare Corporation (the "Company" or "Registrant") with
respect to the Company's 1995 Employee Stock Purchase Plan (as the same may be
amended, restated, modified, supplemented, renewed or replaced from time to
time, the "Plan"), referred to on the cover of this Registration Statement. The
document(s) containing the information required in Part I of this Registration
Statement will be sent or given to each of the Company's employees who is
eligible to participate in the Plan, as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Such document(s) are not
being filed with the Commission but constitute (together with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated herein
by reference:
(1) Annual Report on Form 10-K of the Company for the fiscal year ended May 31,
1995, filed with the Commission on August 25, 1995 (the "Tenet 10-K").
(2) Quarterly Report of the Company on Form 10-Q for the quarter ended
August 31, 1995, filed with the Commission on October 13, 1995 (the "August
1995 10-Q").
(3) Quarterly Report of the Company on Form 10-Q for the quarter ended November
30, 1995, filed with the Commission on January 16, 1996.
(4) Current Report of the Company on Form 8-K filed with the Commission on July
7, 1995.
(5) Current Report of the Company on Form 8-K filed with the Commission on
October 2, 1995.
(6) Amendment to the Tenet 10-K on Form 10-K/A filed with the Commission on
December 18, 1995.
(7) Amendment to the August 1995 10-Q on Form 10-Q/A filed with the Commission
on December 18, 1995.
<PAGE>
(8) The description of the Common Stock, par value $.075 per share (the "Common
Stock"), of the Company, which is contained in the Company's Registration
Statement on Form S-3, Registration No. 33-45689, filed with the Commission
on February 14, 1992, including any amendments or reports filed for the
purpose of updating such description.
(9) 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, including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of the filing of such documents.
ITEM 4. Description of Securities
Not Applicable
ITEM 5. Interests of Named Experts and Counsel
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,
Secretary and General Counsel of the Company.
As of January 31, 1996, Mr. Brown owned 14,500 shares of Common Stock and
had outstanding options to purchase 178,300 shares of Common Stock pursuant to
other Company benefit plans.
ITEM 6. Indemnification of Directors and Officers
Nevada law and the Company's Restated Articles of Incorporation and
Restated Bylaws permit indemnification of directors and officers in terms
sufficiently broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement) arising under
the 1933 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 1933 Act. In addition, the
Company has directors and officers liability insurance policies.
ITEM 7. Exemption from Registration Claimed
Not Applicable
-2-
<PAGE>
ITEM 8. Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5. Opinion of Scott M. Brown.
10. Material Contracts
a. The Company's 1995 Employee Stock Purchase Plan.
23. Consents
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 (included on page 5 of this Registration
Statement).
ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) 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;
-3-
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Sections
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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of Santa
Monica, State of California on February 5, 1996.
TENET HEALTHCARE CORPORATION
By: /S/ Scott M. Brown
-----------------------------------
Scott M. Brown
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in
this Registration Statement in any capacity hereby constitutes and appoints
Jeffrey C. Barbakow, Raymond L. Mathiasen and Scott M. Brown, and each of them,
his or her true and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities indicated on February 5,
1996.
Signature Title
--------- -----
/s/ Jeffrey C. Barbarkow Chairman, Chief Executive
------------------------------ Officer and Director
Jeffrey C. Barbakow
-5-
<PAGE>
Signature Title
--------- -----
/s/ Michael H. Focht Sr. President,
------------------------------ Chief Operating Officer
Michael H. Focht, Sr. and Director
/s/ Raymond L. Mathiasen Senior Vice President and
------------------------------ Chief Financial Officer
Raymond L. Mathiasen (Principal Financial
and Accounting Officer)
/s/ Bernice B. Bratter Director
------------------------------
Bernice B. Bratter
/s/ John T. Casey Director
------------------------------
John T. Casey
/s/ Maurice J. DeWald Director
------------------------------
Maurice J. DeWald
/s/ Peter de Wetter Director
------------------------------
Peter de Wetter
/s/ Edward Egbert, M.D. Director
------------------------------
Edward Egbert, M.D.
/s/ Raymond A. Hay Director
------------------------------
Raymond A. Hay
/s/ Lester B. Korn Director
------------------------------
Lester B. Korn
/s/ James P. Livingston Director
------------------------------
James P. Livingston
-6-
<PAGE>
Signature Title
--------- -----
/s/ Robert W. O'Leary Director
------------------------------
Robert W. O'Leary
/s/ Thomas J. Pritzker Director
------------------------------
Thomas J. Pritzker
/s/ Richard S. Schweiker Director
------------------------------
Richard S. Schweiker
-7-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- --------
5. Opinion of Scott M. Brown . . . . . . . . . . .
10. Material Contracts
a. The Company's 1995 Employee Stock Purchase
Plan. . . . . . . . . . . . . . . . . . . .
23. Consents
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 (included on page 5 of this
Registration Statement) . . . . . . . . . . . .
-8-
<PAGE>
February 5, 1996
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, CA 90404
Gentlemen:
I am the General Counsel of Tenet Healthcare Corporation, a
Nevada corporation (the "Company"), and in such capacity I have examined the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act"), for the
registration of 2,000,000 shares of the Company's common stock, $.075 par value
per share (the "Shares"), issuable under the Company's 1995 Employee Stock
Purchase Plan (the "Plan").
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and officers of the Company
and such other instruments as I have deemed necessary or appropriate as a basis
for the opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares are
duly authorized and when the Shares have been issued and delivered upon due
payment of the purchase price in accordance with the terms of the Plan, such
Shares will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving such consent, I do not thereby admit that
I come within the category of persons whose consent is required under Section 7
of the 1933 Act, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ SCOTT M. BROWN
Scott M. Brown
EXHIBIT 5
<PAGE>
EXHIBIT 10A
TENET HEALTHCARE CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND COMMENCEMENT
1.01 PURPOSE. The purpose of the Plan is to provide the employees of the
Company and its Subsidiaries with added incentive to continue in their
employment and to encourage increased efforts to promote the best interests of
the Company by permitting eligible employees to purchase shares of Common Stock
of the Company at prices less than the current market price thereof. The Plan
is intended to qualify as an employee stock purchase plan under Section 423 of
the Code and shall be interpreted and construed in accordance with such purpose.
1.02 COMMENCEMENT. The Plan shall become effective on such date as may be
specified by the Board of Directors, which, absent a resolution of the Board of
Directors to the contrary, shall be as set forth in Section 2.01(p) hereof;
PROVIDED, HOWEVER, that in no event shall the Plan become effective unless
within twelve months of the date of its adoption by the Board of Directors it
has been approved by the affirmative vote of a majority of the issued and
outstanding shares of Common Stock at a duly called meeting of the shareholders
of the Company.
ARTICLE II
DEFINITIONS
2.01 DEFINITIONS. As used in the Plan, the following terms and phrases
shall have the following meanings:
(a) "Board of Directors" shall mean the Board of Directors of the Company.
(b) "Closing Market Price" shall mean (i) if the Common Stock is traded on
a national securities exchange, the Closing Market Price shall be the closing
price reported by the applicable composite transactions report on the date of
any determination or, if the Common Stock is not traded on such date, the
closing price so reported on the next following date on which the Common Stock
is traded on such exchange, or (ii) if the foregoing provision is inapplicable,
the Closing Market Price shall be determined by the Committee in good faith on
such basis as it deems appropriate.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Commencement Date" shall mean the first day of a Plan Quarter.
(e) "Committee" shall mean the Compensation and Stock Option Committee of
the Board of Directors, or such other committee of the Board of Directors
designated by the Board of Directors for purposes of administering the Plan.
(f) "Common Stock" means the common stock of the Company, par value $0.075
per share.
(g) "Company" shall mean Tenet Healthcare Corporation, a Nevada
corporation.
<PAGE>
(h) "Contribution Account" shall mean the account established on behalf of
a Participant pursuant to Article IV hereof to which shall be credited his or
her Participant Contributions.
(i) "Contribution Rate" shall be a percentage of a Participant's Covered
Compensation during each payroll period designated by each Participant to be
contributed by regular payroll deductions to his or her Contribution Account as
set forth in Section 3.03 hereof.
(j) "Covered Compensation" shall mean:
(i) The entire amount paid to an Employee by a Sponsoring Employer
for the performance of duties including salaries, wages paid on an hourly
or other time basis and commissions, but shall not include Christmas gifts,
insurance premiums and other imputed income, pensions, retirement benefits,
cash bonuses, stock bonuses, stock options, stock appreciation rights,
prizes or awards (such terms to include, but not be limited to, amounts
redeemed by an Employee from rideshare points, either in cash or in
merchandise purchased by the Employee with such points) or, in the case of
an Employee working outside of the United States, amounts in excess of the
Employee's base pay intended to reimburse the Employee for the higher cost
of living outside of the United States, such as foreign service premiums or
hardship allowances;
(ii) The entire amount paid to an Employee by a Sponsoring Employer on
account of a period of time during which no duties are performed, including
salaries, wages paid on an hourly or other time basis, commissions and
salary or wage continuation paid during vacation, holiday, illness, layoff,
jury duty, military duty or leave of absence, but shall not include (A) any
payments made or due under a plan maintained solely for the purpose of
complying with workmen's compensation or unemployment compensation or
disability insurance laws, (B) any payment which solely reimburses the
Employee for expenses incurred by the Employee, (C) any payments made to
the Employee as severance pay, or (D) imputed income; and
(iii) For purposes of Subparagraphs (i) and (ii) above, "Covered
Compensation" for any Plan Quarter shall also include amounts described in
Subparagraph (i) and (ii) which are deferred by a Participant under the
Tenet Healthcare Corporation Retirement Savings Plan, as amended, in
accordance with Section 401(k) of the Code or under a "cafeteria plan"
maintained by the Company or a subsidiary in accordance with Section 125 of
the Code.
(k) "Employee" shall mean each employee of a Sponsoring Employer whose
customary employment is at least twenty (20) hours a week and more than six
months in a calendar year. For purposes of the Plan, "employment" shall be
determined in accordance with the provisions of Section 1.421-7(h) of the
Treasury Regulations (or any successor regulations).
(l) "Participant" shall mean any Employee of a Sponsoring Employer who has
met the conditions and provisions for becoming a Participant set forth in
Article III hereof.
(m) "Participant Contributions" shall be the aggregate dollars actually
contributed by each Participant to his or her Contribution Account.
-2-
<PAGE>
(n) "Permanent Disability" shall mean an illness, injury or other physical
or mental condition continuing for at least 180 consecutive days which results
in an Employee's inability to provide in all material respects the duties
theretofore performed in his or her capacity as an Employee of a Sponsoring
Employer.
(o) "Plan" shall mean the 1995 Employee Stock Purchase Plan as set forth
herein, as it may be amended from time to time.
(p) "Plan Quarter" shall mean each calendar quarter. The first Plan
Quarter shall be the Plan Quarter commencing on April 1, 1996, and ending on
June 30, 1996, or such later Plan Quarter as may be determined by the Committee.
(q) "Purchase Date" shall mean the last business day of a Plan Quarter on
which the Common Stock publicly trades.
(r) "Purchase Price" shall mean the purchase price for a share of Common
Stock to be paid by a Participant on a Purchase Date, as determined under
Section 4.02 hereof.
(s) "Request for Participation" shall mean such form as shall be approved
by the Committee for distribution to Employees in connection with participation
in the Plan.
(t) "Sponsoring Employers" shall mean the Company and each Subsidiary that
has been designated by the Committee as a Sponsoring Employer under the Plan.
(u) "Subsidiary" shall mean a subsidiary of the Company which is treated
as a subsidiary corporation under Section 424(f) of the Code.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY. Each Employee shall become eligible to be a Participant
of the Plan and may participate therein as of the Commencement Date of a Plan
Quarter if such Employee has been an Employee for at least six months prior to
such Commencement Date.
3.02 LIMITATIONS. Notwithstanding anything to the contrary contained in
the Plan, no right to purchase Common Stock shall accrue under the Plan in favor
of any person who is not an Employee eligible to participate in the Plan under
Section 3.01 hereof, and no Employee shall acquire the right to purchase shares
of Common Stock (i) if immediately after receiving such right to purchase Common
Stock, such Employee would own 5% or more of the total combined voting power or
value of all classes of stock of the Company or any Subsidiary, taking into
account in determining stock ownership any stock attributable to such Employee
under Section 424(d) of the Code, (ii) which would permit such Employee's right
to purchase stock under all employee stock purchase plans (to which Section 423
of the Code applies) of the Company and its Subsidiaries, as those plans are in
effect from time to time, to accrue at a rate which exceeds $25,000 of fair
market value of such stock (as determined as each Commencement Date) for each
calendar year, all as specified in the manner provided by Section 423(b)(8) of
the Code, or (iii) which would permit such Employee the right to purchase more
than 4,000 shares (or such other number as may be determined in advance for any
Purchase Period by the Committee) of Common Stock in any Purchase Period.
-3-
<PAGE>
3.03 PARTICIPATION.
(a) Each Employee eligible to be a Participant and participate in the Plan
shall be furnished a summary of the Plan and a Request for Participation by such
Employee's Sponsoring Employer. If an Employee elects to participate hereunder,
such Employee shall complete such form and file it with his or her Sponsoring
Employer not later than 15 days prior to a Commencement Date of a Plan Quarter.
The completed Request for Participation shall indicate the Participant
Contribution Rate authorized by the Participant. If any Employee does not elect
to participate in the Plan during any given Plan Quarter, such Employee may
elect to participate on any future Commencement Date so long as he or she
continues to be an eligible Employee.
(b) On his or her Request for Participation, an Employee must authorize
his or her Sponsoring Employer to deduct through a payroll deduction the amount
of such Employee's Participant Contribution. The payroll deduction specified in
a Request for Participation for each payroll period shall be at a Participant
Contribution Rate no less than 1% and no more than 10% of such Employee's
Covered Compensation during such payroll period paid to him or her by his or her
Sponsoring Employer. Such deductions shall begin as of the first pay period
ending after the Commencement Date of a Plan Quarter. Participant Contributions
will not be permitted to begin at any time other than on the first payroll date
occuring immediately after the Commencement Date of a Plan Quarter. No interest
shall accrue to Participants on any amounts withheld under the Plan, unless and
until the Committee shall approve such accrual of interest on terms that it
shall specify and apply on a uniform basis as to all Participants.
(c) The Participant's Contribution Rate, once established, shall remain in
effect for all Plan Quarters unless changed by the Participant in writing
delivered to such Participant's Sponsoring Employer and filed with such
Sponsoring Employer at least 15 days prior to the Commencement Date of the next
Plan Quarter. A Participant's Contribution Rate for a Plan Quarter may not be
increased, decreased or otherwise modified at any time during the 15-day period
prior to the Commencement Date of such Plan Quarter.
(d) A Participant may notify his or her Sponsoring Employer of such
Participant's desire to discontinue his or her Participant Contributions by
delivering to his or her Sponsoring Employer written notice on such forms as may
be provided by the Company or such Participant's Sponsoring Employer at least
15 days prior to the Purchase Date of the relevant Plan Quarter. Upon such
request, there shall be refunded to such Participant as soon as practicable the
entire cash balance in his or her Contribution Account. If a Participant
determines to discontinue his or her Participant Contributions pursuant to this
Section 3.05(d), (i) such Participant shall be terminated from the Plan
effective upon the date of receipt of such Participant's notice to his or her
Sponsoring Employer and (ii) such Participant shall not be permitted to be a
Participant in the Plan for the remainder of the calendar year in which such
notice is received; provided, however, that, in addition to the foregoing, if
such Participant is a person subject to the reporting requirements of Section 16
of the Securities Exchange Act of 1934, as amended, such Participant must wait
at least six months before being permitted once again to participate in the
Plan. In the event that a Participant's payroll deductions are prevented by
legal process, the Participant will be deemed to have terminated from the Plan.
(e) By enrolling in the Plan, each Participant will be deemed to have
authorized the establishment of a brokerage account in his or her name at a
securities brokerage firm or other financial institution, if approved by the
Committee in its discretion.
-4-
<PAGE>
3.04 TERMINATION OF EMPLOYMENT. Any Participant (i) whose employment by a
Sponsoring Employer is terminated for any reason (except death, retirement or
Permanent Disability) or (ii) who shall cease to be an Employee under the Plan,
in either case during a Plan Quarter, shall cease being a Participant as of the
date of such termination of employment. Upon such termination of employment,
there shall be refunded to such Participant as soon as practicable the entire
cash balance in such Participant's Contribution Account.
3.05 DEATH, RETIREMENT OR PERMANENT DISABILITY
(a) If a Participant shall die during a Plan Quarter, no further
Participant Contributions on behalf of the deceased Participant shall be made.
The executor or administrator of the deceased Participant's estate may elect to
withdraw the balance in said Participant's Contribution Account by notifying the
deceased Participant's Sponsoring Employer in writing at least 15 days prior to
the Purchase Date in respect of such Plan Quarter. In the event no election to
withdraw has been made, the balance accumulated in the deceased Participant's
Contribution Account shall be used to purchase shares of Common Stock in
accordance with Article IV hereof.
(b) If, during a Plan Quarter, a Participant shall (i) retire or
(ii) incur a Permanent Disability, no further contributions on behalf of the
retired or disabled Participant shall be made. A retired or disabled
Participant may elect to withdraw the balance in his or her Contribution Account
by notifying the Sponsoring Employer in writing at least 15 days prior to the
last day of the Plan Quarter. In the event no election to withdraw has been
made, the balance accumulated in the retired or disabled Participant's
Contribution Account shall be used to purchase shares of Common Stock in
accordance with Article IV hereof. In the event a retired or disabled
Participant shall die during the Plan Quarter of such Participant's retirement
or disability and such Participant shall not have notified his or her Sponsoring
Employer of his or her desire to withdraw his or her Contribution Account, the
executor or administrator of such Participant's estate shall have all the rights
provided pursuant to Section 3.05(a) hereof.
ARTICLE IV
PURCHASE OF COMMON STOCK
4.01 PURCHASE OF COMMON STOCK.
(a) On each Purchase Date, each Participant's Contribution Account shall
be used to purchase the maximum number of shares of Common Stock (including
fractional shares calculated to the fourth decimal place) determined by dividing
(i) the Participant's Contribution Account as of such Purchase Date by (ii) the
Purchase Price in respect of such Plan Quarter.
(b) If, in any Plan Quarter, the total number of shares of Common Stock to
be purchased pursuant to the Plan by all Participants exceeds the number of
shares authorized under the Plan, then each Participant shall purchase his or
her pro rata portion of the shares of Common Stock remaining available under the
Plan based on the balances in each Participant's Contribution Account as of the
Purchase Date in respect of such Plan Quarter.
(c) Any cash dividends paid with respect to shares of Common Stock held
for the account of a Participant shall be, as determined by the Committee on a
uniform basis as to all Participants, either (i) distributed to the Participant
or (ii) used by the Company or its agent, in the same manner as payroll
deductions, but at full market price without a discount, to purchase additional
shares of Common Stock promptly after receiving such cash dividends.
-5-
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4.02 PURCHASE PRICE. For each Plan Quarter, the Purchase Price per share
of Common Stock purchased pursuant to the Plan shall be the lesser of (a) 85% of
the Closing Market Price on the Commencement Date of such Plan Quarter, and
(b) 85% of the Closing Market Price on the Purchase Date of such Plan Quarter.
4.03 NOTICE OF PURCHASE, STOCK CERTIFICATES, VOTING RIGHTS.
(a) After the Purchase Date in respect of each Plan Quarter, a report will
be made by the Company or its agent to each Participant stating the entries made
to his or her Contribution Account, the number of shares of Common Stock
purchased and the applicable Purchase Price.
(b) Evidence of shares of Common Stock purchased under the Plan shall be
maintained under the Plan for the account of each Participant and registered in
the manner determined by the Committee. Certificates for the number of whole
shares credited to a Participant's account under the Plan will be issued to a
Participant at any time promptly upon written request to the Company or its
agent; PROVIDED, HOWEVER, that the Company may, at its election, issue such
certificates at such time or times as the Committee deems appropriate,
including, without limitation, following an Employee's termination of employment
with a Sponsoring Employer, death, retirement or Permanent Disability.
(c) Shares of Common Stock held under the Plan for the account of each
Participant shall be voted by the holder of record of such shares in accordance
with the Participant's instructions.
4.04 NOTIFICATION OF DISPOSITION OF STOCK. If a Participant or former
Participant disposes of a share of Common Stock purchased under the Plan prior
to two (2) years after the Commencement Date of the Plan Quarter during which
such share was purchased, then such Participant or former Participant shall
notify his or her Sponsoring Employer immediately of such disposition in
writing.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 SHARES SUBJECT TO PLAN; ADJUSTMENTS.
(a) The maximum number of shares of Common Stock which may be purchased
under the Plan is 2,000,000, subject, however, to adjustment as hereinafter set
forth. The shares of Common Stock to be purchased under the Plan will be made
available, at the discretion of the Board of Directors or the Committee, either
from authorized but unissued shares of Common Stock or from previously issued
shares of Common Stock reacquired by the Company, including shares purchased on
the open market.
(b) If the outstanding shares of Common Stock of the Company are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, spin off, sale of all or
substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment may be made in the maximum number
and kind of shares provided in
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Section 5.01(a) hereof, subject in the case of certain corporate reorganizations
to the requirements of Section 424(a) of the Code.
5.02 ADMINISTRATION OF THE PLAN.
(a) Pursuant to the direction of the Board of Directors, the Committee
shall be responsible for the administration of the Plan. The Committee shall
have the discretionary authority to interpret the Plan and determine all
questions arising in the administration, application and operation of the Plan,
including all questions of fact and all questions of interpretation of the
provisions of the Plan. All such determinations by the Committee shall be
conclusive and binding on all persons. The Committee, from time to time, may
adopt, amend and rescind rules and regulations not inconsistent with the Plan
for carrying out the Plan, and may approve the forms of any documents or
writings provided for in the Plan. The Committee shall have full discretionary
authority to delegate ministerial functions of the Plan to employees of the
Company. No member of the Board of Directors or the Committee shall be liable
for any action, determination or omission taken or made in good faith with
respect to the Plan or any right granted hereunder.
(b) The Committee may in its discretion engage a bank trust department,
securities brokerage firm or other financial institution as agent to perform
custodial and record-keeping functions for the Plan, such as holding record
title to the Participants' stock certificates, maintaining an individual
investment account for each Participant and providing periodic account status
reports to Participants.
(c) The Committee shall have the authority to adopt and enforce such
special rules and restrictions under the Plan to be applicable to Participants
who are subject to Section 16 of the Securities Exchange Act of 1934, as amended
as the Committee shall deem are necessary or appropriate to exempt certain Plan
transactions from the requirements of such Section 16.
(d) The Company shall bear the cost of administering the Plan, including
any fees, costs and expenses relating to the purchase of shares of Common Stock
under the Plan. Notwithstanding the foregoing, Participants will be responsible
for all fees, costs and expenses incurred in connection with the disposition of
shares of Common Stock purchased under the Plan.
5.03 TERMINATION AND AMENDMENT OF THE PLAN.
(a) The Company may, by action of the Board of Directors, terminate the
Plan at any time and for any reason. The Plan shall automatically terminate
upon the purchase by Participants of all shares of Common Stock subject to the
Plan under Section 5.01 hereof, unless such number of shares shall be increased
by the Board of Directors and such increase shall be approved by the
shareholders of the Company. Upon termination of the Plan, as soon as
practicable there shall be refunded to each Participant the entire cash balance
in his or her Contribution Account, and there shall be forwarded to the
Participants certificates for all whole shares (and cash for all fractional
shares) of Common Stock held under the Plan for the account of Participants.
(b) The Board of Directors reserves the right to modify, alter or amend
the Plan at any time and from time to time to any extent that it may deem
advisable, including, without limiting the generality of the foregoing, any
amendment deemed necessary to ensure
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compliance of the Plan with Section 423 of the Code. Notwithstanding the
foregoing, no amendment of the Plan shall operate to reduce any amounts
previously allocated to a Participant's Contribution Account nor to reduce a
Participant's rights with respect to shares of Common Stock previously purchased
and held on his or behalf under the Plan. The Board of Directors may suspend
operation of the Plan for any period as it may deem advisable.
5.04 GOVERNING LAW; COMPLIANCE WITH LAW. The Plan shall be construed in
accordance with the laws of the State of Nevada. The Company's obligation to
sell and deliver shares of Common Stock hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with a
Participant's participation in the Plan.
5.05 NO ASSIGNMENT. The purchase rights granted hereunder are not
assignable or transferable by the Participants, other than by will or the laws
of descent and distribution, and are exercisable during the Participant's
lifetime only by the Participant. Any attempted assignment, transfer or
alienation not in compliance with the terms of the Plan shall be null and void
for all purposes and respects.
5.06 NO CONTRACT OF EMPLOYMENT. The Plan will not be deemed to constitute
a contract between a Sponsoring Employer and any Participant or to be a
consideration or an inducement for the employment of any Participant or
Employee. Nothing contained in the Plan shall be deemed to give any Participant
or Employee the right to be retained in the service of a Sponsoring Employer or
to interfere with the right of a Sponsoring Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him or her as a Participant of the Plan.
5.07 NO RIGHTS AS STOCKHOLDER. No eligible Employee or Participant shall
by reason of participation in the Plan have any rights of a stockholder of the
Company until he or she acquires shares of Common Stock as herein provided.
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AUDITORS' CONSENT
The Board of Directors
Tenet Healthcare Corporation:
We consent to the use of our reports dated July 25, 1995 incorporated by
reference in the Registration Statement on Form S-8 of Tenet Healthcare
Corporation, relating to the consolidated balance sheets of Tenet Healthcare
Corporation and subsidiaries as of May 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended May 31, 1995, and the related
schedule. Our report on the 1994 consolidated financial statements refers to a
change in the method of accounting for income taxes.
KPMG PEAT MARWICK LLP
Los Angeles, California
February 2, 1996
EXHIBIT 23(a)
