<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
REGISTRATION NO. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 8062 95-2557091
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or classification code number) Identification No.)
organization)
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, ESQ.
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)
-----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
-----------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (1)
<S> <C> <C> <C> <C>
Common Stock, par value $0.075 per share. . . 20,000 $33.50 $670,000 $198
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended. Pursuant to
Rule 457, the maximum offering price of the shares of Tenet Common Stock
being registered is $33.50 per share, the average of the high and low
reported sales prices of a share of Tenet Common Stock reported on the New
York Stock Exchange Composite Tape on December 4, 1997, and the maximum
aggregate offering price is the product of $33.50 and 20,000, the number of
shares of Tenet Common Stock being registered.
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION DATED DECEMBER 10 , 1997
PROSPECTUS
TENET HEALTHCARE CORPORATION
20,000 Shares of Common Stock
(Par Value $0.075)
--------------------
This Prospectus relates to 20,000 shares (the "Shares") of par value $0.075
common stock (the "Common Stock") of Tenet Healthcare Corporation ("Tenet", the
"Registrant" or the "Company") that may be offered for sale by the person listed
under the heading "Selling Shareholder" (the "Selling Shareholder"). The
distribution of the Shares by the Selling Shareholder may be effected from time
to time in underwritten public offerings, in ordinary brokerage transactions on
the New York Stock Exchange, Inc. or the Pacific Exchange, Inc. (collectively,
the "Exchanges") at market prices prevailing at the time of sale or in one or
more negotiated transactions at prices acceptable to the Selling Shareholder.
In addition, the Selling Shareholder may sell the Shares through or to brokers
in the over-the-counter market. The brokers or dealers through or to whom the
Shares may be sold may be deemed underwriters of the Shares within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
all brokerage commissions or discounts and other compensation received by such
brokers or dealers may be deemed to be underwriting compensation. To the extent
required, the names of any underwriter and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in an accompanying Prospectus Supplement. The Company will bear all
expenses of the offering except for brokerage fees or any underwriting discounts
or commissions, which shall be paid by the Selling Shareholder. See "Selling
Shareholder" and "Plan of Distribution." The Company will not receive any of
the proceeds from sales of the Shares made hereunder.
The Common Stock is listed on the Exchanges under the symbol "THC". On
December 9, 1997, the closing price of the Common Stock on the New York Stock
Exchange Composite Tape was $34.4375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is December ___, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office,
Seven World Trade Center, New York, New York 10048; and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and other information
regarding registrants that file electronically with the Commission. The
reports, proxy statements and other information also may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and at the offices of the Pacific Exchange, Inc., 301 Pine Street,
San Francisco, California 94104. The Common Stock is listed on such Exchanges.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto, and reference is
hereby made to the Registration Statement for further information with respect
to the Company and the Common Stock offered hereby. Any statements contained
herein concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. I-7293) are incorporated in this Prospectus by
reference and are made a part hereof: (i) Annual Report on Form 10-K for the
fiscal year ended May 31, 1997, filed with the Commission on August 27, 1997
(the "Tenet 10-K"); (ii) Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, filed with the Commission on October 14, 1997 (the "Tenet
10-Q"); (iii) Current Report on Form 8-K, dated August 6, 1997, filed with the
Commission on August 7, 1997; (iv) the description of the Common Stock of the
Company, which is contained in the Company's Registration Statement on Form 8-A
filed with the Commission on April 8, 1971, including any amendments or reports
filed for the purpose of updating such description; and (v) the description of
certain preferred stock purchase rights that 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.
-1-
<PAGE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering hereby of the Shares, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of all documents incorporated by reference
in this Prospectus (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into such documents) will be provided
without charge to each person to whom a copy of this Prospectus is delivered,
upon written or oral request of such person. Requests for such copies should be
directed to Scott M. Brown, Secretary, Tenet Healthcare Corporation, P.O. Box
31907, Santa Barbara, California 93130, telephone number (805) 563-7000.
THE COMPANY
Tenet is the second largest investor-owned healthcare services company in
the United States. At August 31, 1997, Tenet's subsidiaries owned or operated
130 general hospitals with 28,691 licensed beds and related healthcare
facilities serving urban and rural communities in 22 states and held investments
in other healthcare companies. Tenet's subsidiaries also owned or operated a
small number of rehabilitation hospitals, specialty hospitals, long-term care
facilities, psychiatric facilities and medical office buildings located on the
same campus as, or nearby, its general hospitals, as well as various ancillary
healthcare businesses, including outpatient surgery centers, home healthcare
programs, ambulatory, occupational and rural healthcare clinics, health
maintenance organizations, a preferred provider organization and a managed care
insurance company.
On January 30, 1997, the Company acquired OrNda HealthCorp ("OrNda"). The
acquisition was accomplished when a subsidiary of Tenet was merged with and into
OrNda (the "Merger"), leaving OrNda and all of its subsidiaries as wholly-owned
subsidiaries of Tenet. OrNda now is known as Tenet HealthSystem HealthCorp.
The Merger was accounted for as a pooling-of-interests. Prior to the Merger,
OrNda was the third largest investor-owned provider of healthcare services in
the United States. The Merger joined Tenet's then-existing 77 hospitals and
related healthcare operations with OrNda's then-existing 50 general hospitals
and related healthcare operations.
The Company's principal executive offices are located at 3820 State Street,
Santa Barbara, California 93105. The Company's mailing address is P.O. Box
31907, Santa Barbara, California 93130, and its telephone number is (805)
563-7000.
-2-
<PAGE>
SELLING SHAREHOLDER
The Shares being offered hereunder are being sold by the United States
Trust Company of New York (the "Selling Shareholder"), as trustee, pursuant to
the terms of the 1997 Board of Directors Retirement Plan Trust (the "Trust").
The Company has adopted and maintains the Tenet Board of Directors
Retirement Plan, as amended (the "Plan") to attract and retain non-employee
directors who render necessary and important services to the Company. In 1997,
the Company established the Trust and contributed 20,000 Shares into the Trust
to secure the benefits payable under the Plan. Those 20,000 Shares are being
registered at the request of the Selling Shareholder pursuant to the terms of
the Trust.
The following table sets forth information as of December 9, 1997, with
respect to the Selling Shareholder:
<TABLE>
<CAPTION>
Number of Shares Number of Number of Shares Percent
Owned Prior to Shares Owned After of
Name of Selling Shareholder the Offering Being Offered the Offering Class
--------------------------- ------------ ------------- ------------ -----
<S> <C> <C> <C> <C>
United States Trust Company of New York,
as trustee of the Trust . . . . . . . . . . . 20,000 20,000 0 *
</TABLE>
- ------------------
* Represents less than 1% of outstanding shares of the Company's Common Stock.
The Company will pay all expenses incurred in connection with the offering
except for brokerage fees or any underwriting discounts or commissions, which
shall be paid by the Selling Shareholder. The Company has agreed to indemnify
the Selling Shareholder against certain liabilities, including liabilities
arising under the Securities Act.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder in
underwritten public offerings, in any one or more transactions (which may
involve block transactions) on the Exchanges, in the over-the-counter market, on
NASDAQ and on any exchange on which the Shares may then be listed, or otherwise
in negotiated transactions or a combination of such methods of sale at market
prices prevailing at the time of sale, or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may sell the Shares as agent or may
purchase such Shares as principal and resell them for their own account pursuant
to this Prospectus. Such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). To the extend required, the names
of any underwriter and applicable commissions or discounts and any other
required information with respect to any particular offer will be set forth in
an accompanying Prospectus Supplement.
-3-
<PAGE>
In connection with such sales, the Selling Shareholder and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act, in which event all brokerage commissions or discounts and
other compensation received by such brokers or dealers may be deemed
underwriting compensation under the Securities Act. In addition, any of the
securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.
LEGAL MATTERS
Certain legal matters with respect to the Shares 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 November 30, 1997, Mr. Brown owned
5,363 shares of Common Stock and had outstanding options to purchase 154,134
shares of Common Stock pursuant to Company benefit plans.
EXPERTS
The consolidated financial statements and schedule of Tenet Healthcare
Corporation as of May 31, 1996 and 1997, and for each of the years in the
three-year period ended May 31, 1997, have been incorporated by reference herein
and in the Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
FORWARD LOOKING STATEMENTS
Prospective investors are cautioned that the statements in this Prospectus
and in documents incorporated by reference herein that are not descriptions of
historical facts constitute forward looking statements that are subject to risks
and uncertainties. The Company's actual results could differ materially from
those currently anticipated in these forward looking statements due to, among
other things, certain factors described in documents incorporated by reference
herein, including, without limitation, the Tenet 10-K and the Tenet 10-Q.
-4-
<PAGE>
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES
IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
-----------------
CONTENTS
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Selling Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . 4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
--------------------
20,000 SHARES
----------------
TENET HEALTHCARE
CORPORATION
COMMON STOCK
-------------------
PROSPECTUS
----------------
DECEMBER ___, 1997
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission fee . . . . . . . . . . . . . .$198
Printing and Engraving Fees . . . . . . . . . . . . . . . . . . .$2,000
Accounting fees and expenses. . . . . . . . . . . . . . . . . . .$2,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . .$2,000
Blue sky fees and expenses. . . . . . . . . . . . . . . . . . . .$2,000
Miscellaneous fees and expenses . . . . . . . . . . . . . . . . . .$302
Total fees and expenses. . . . . . . . . . . . . . . . . . .$8,500
ITEM 15. 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 X of the Restated Articles of Incorporation, as amended, of the
Registrant (the "Restated Articles") and Article IX of the Restated By-Laws, as
amended, of the Registrant (the "Restated Bylaws") 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, the Restated Articles
or the Restated Bylaws. Such agreements are intended to be in furtherance, and
not in limitation of, the general right to indemnification provided in the
Restated Articles and Restated Bylaws.
II-1
<PAGE>
Section 78.037 of the Nevada Law provides that the articles of
incorporation may contain, and Tenet's Restated Articles do 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). The Company's Restated
Articles 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 Securities Act. The Company also maintains an indemnification agreement
with each of its Directors and any officer designated by the Company's Board of
Directors insuring them against certain liabilities incurred by them in the
performance of their duties, including liabilities under the Securities Act. In
addition, the Company has directors and officers liability insurance policies.
ITEM 16. EXHIBITS.
(5) Opinion re Legality
(a) Opinion of Scott M. Brown
(10) Material Contracts
(a) 1997 Board of Directors Retirement Plan Trust
(23) Consents of Experts and Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Scott M. Brown (including in his opinion filed as
Exhibit 5).
(24) Power of Attorney
(a) Power of Attorney (included on page II-5 of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-2
<PAGE>
(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;
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.
(c) 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, the Nevada Law,
the Restated Articles of Incorporation, and the Restated Bylaws, as amended, 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
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 10,
1997.
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
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, as amended,
this Registration Statement has been signed below on December 10, 1997, by the
following persons in the capacities indicated:
TENET HEALTHCARE CORPORATION
/s/ Trevor Fetter /s/ Scott M. Brown
- ------------------------------- -----------------------------------
Trevor Fetter Scott M. Brown
Executive Vice President Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
/s/ Raymond L. Mathiasen
- -------------------------------
Raymond L. Mathiasen
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
II-5
<PAGE>
Signature Title
--------- -----
/s/ Jeffrey C. Barbakow Chairman, Chief Executive
- ----------------------------------- Officer and Director (Principal
Jeffrey C. Barbakow Executive Officer)
/s/ Michael H. Focht, Sr. President, Chief Operating
- ----------------------------------- Officer and Director
Michael H. Focht, Sr.
/s/ Bernice Bratter Director
- -----------------------------------
Bernice Bratter
/s/ Maurice J. DeWald Director
- -----------------------------------
Maurice J. DeWald
/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/ Richard S. Schweiker Director
- -----------------------------------
Richard S. Schweiker
II-6
<PAGE>
EXHIBIT INDEX
(5) Opinion re Legality
(a) Opinion of Scott M. Brown
(10) Material Contracts
(a) 1997 Board of Directors Retirement Plan Trust
(23) Consents of Experts and Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Scott M. Brown (including in his opinion filed as
Exhibit 5).
(24) Power of Attorney
(a) Power of Attorney (included on page II-5 of this
Registration Statement).
<PAGE>
EXHIBIT 5(a)
December 10, 1997
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
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-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of 20,000 shares of the Company's common stock, $.075 par value per share (the
"Shares"), that may be offered for sale by the person listed under the heading
"Selling Shareholder" in the Registration Statement.
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, legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to me in the Prospectus incorporated
therein. 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 Securities
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
<PAGE>
TRUST UNDER
TENET HEALTHCARE CORPORATION
BOARD OF DIRECTORS RETIREMENT PLAN
This Trust Agreement (the "Agreement") is made and entered into this
28th day of October, 1997 by and between Tenet Healthcare Corporation, a
Nevada corporation (the "Company"), and United States Trust Company of New
York (the "Trustee") with reference to the following facts:
A. Company has adopted the Tenet Healthcare Corporation Board of
Directors Retirement Plan, as amended (the "Plan"), a copy of which is
attached hereto as Exhibit A.
B. Company has incurred or expects to incur liability under the
terms of the Plan with respect to the individuals participating in the Plan.
C. Company wishes to establish a trust (hereinafter called the
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plan.
D. It is the intention of the parties that this Trust shall
constitute an unfunded arrangement.
E. Since the only participants in the Plan are members of the Board
of Directors of the Company who are not employees of the Company, the Plan is
not subject to Title I of the Employee Retirement Income Security Act of
1974, as amended.
F. It is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan.
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
Section 1. ESTABLISHMENT OF TRUST.
(a) Company hereby deposits with Trustee in trust 20,000 shares of the
$0.075 par value per share common stock of Company which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as
provided in this Trust Agreement.
(b) The Trust shall become irrevocable upon approval by the Board of
Directors. Company shall provide a certified copy of the resolution of the
Board of Directors stipulating that the Trust has been approved by them.
<PAGE>
-2-
(c) The Trust is intended to be a grantor trust, of which Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as
herein set forth. Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plan and this Agreement shall be
mere unsecured contractual rights of Plan participants and their
beneficiaries against Company. Any assets held by the Trust will be subject
to the claims of Company's general creditors under federal and state law in
the event of Insolvency, as defined in Section 3(a) herein.
(e) Upon a Change of Control, as defined in Section 13(d) herein, and
on the last day of every calendar quarter commencing with the first calendar
quarter beginning after the month in which a Change of Control occurs (a
"Quarter"), Company shall, as soon as possible, but in no event longer than
thirty days following the Change of Control and no longer than ten days after
the end of each Quarter, make an irrevocable contribution to the Trust in an
amount that is sufficient together with all assets held by the Trust as of
such date to pay each Plan participant or beneficiary on a pre-tax basis, the
benefits to which Plan participants or their beneficiaries would be entitled
pursuant to the terms of the Plan as of the date on which the Change of
Control occurred, and as of the last day of each Quarter, calculated as if
each participant were at least 65 years of age as of the date on which the
Change of Control occurred and as of the last day of each Quarter. Company
shall notify the Trustee immediately following verification that a Change of
Control has occurred.
Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Whenever a Plan participant (or his or her beneficiaries) becomes
entitled to begin receiving benefits under the Plan, Company shall deliver to
Trustee a schedule (the "Payment Schedule") that indicates the amounts
payable in respect of such Plan participant (and his or her beneficiaries),
that provides a formula or other instructions acceptable to Trustee for
determining the amounts so payable, the form in which such amount is to be
paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. Except as otherwise provided
herein, Trustee shall make payments to the Plan participants and their
beneficiaries in accordance with such Payment Schedule. The Trustee shall
not be responsible for determining the accuracy of the amounts to be paid
according to the Payment Schedule. The Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes pursuant to
the terms of the Plan and shall pay amounts withheld to the appropriate
taxing authorities or determine that such amounts have been reported,
withheld and paid by Company.
<PAGE>
-3-
(b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined by Company or such party as it
shall designate under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan.
(c) Company may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan.
Company shall notify Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to participants or their
beneficiaries. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with
the terms of the Plan, Company shall make the balance of each such payment as
it falls due. Trustee shall notify Company where principal and earnings are
not sufficient.
Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY
WHEN COMPANY IS INSOLVENT.
(a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to
pay its debts as they become due, or (ii) Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as set
forth below.
(1) The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of Company alleges in
writing to Trustee that Company has become Insolvent, Trustee shall determine
whether Company is Insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Plan participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company's Insolvency,
or has received notice from Company or a person claiming to be a creditor
alleging that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent. Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a determination
concerning Company's solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Company's general creditors. Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of Company with respect to benefits due
under the Plan or otherwise.
<PAGE>
-4-
(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this
Trust Agreement only after Trustee has determined that Company is not
Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the
period of such discontinuance, less the aggregate amount of any payments made
to Plan participants or their beneficiaries by Company in lieu of the
payments provided for hereunder during any such period of discontinuance.
Section 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to return
to Company or to divert to others any of the Trust assets before all payment
of benefits have been made to Plan participants and their beneficiaries
pursuant to the terms of the Plan.
Section 5. INVESTMENT AUTHORITY.
It is the intent of Company that the Trustee shall invest the
contributions to the Trust in shares of common stock of Company. Trustee may
invest in securities (including stock or rights to acquire stock) or
obligations issued by Company. All rights associated with assets of the
Trust shall be exercised by Trustee or the person designated by Trustee, and
shall in no event be exercisable by or rest with Plan participants or their
beneficiaries. Company shall have the right, at any time, and from time to
time in its sole discretion, to substitute assets of equal fair market value
for any asset held by the Trust. This right is exercisable by Company in a
nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity. The Trustee shall hold the stock or other such assets
until such time as the stock or other such assets must be liquidated to pay
Plan participants or their beneficiaries or until such time as the Trustee
determines it to be clearly imprudent to retain the stock or other such
assets to preserve the principal balance required to maintain adequate
funding for future payments due to Plan participants or their beneficiaries.
Company represents and warrants that it has filed and will file with
the Securities and Exchange Commission and with all applicable state agencies
or authorities all required registration statements relating to shares of
Company stock and other interests which may be issued under the Plan. The
Company acknowledges that it is and shall be responsible for, and that the
Trustee shall not be responsible for, preparing or filing such registration
statements or for the accuracy of statements contained therein, or for
preparing or filing any other reports, statements or filings required under
federal or state securities laws with respect to the Trust's investment in
Company stock.
<PAGE>
-5-
Section 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.
Section 7. ACCOUNTING BY TRUSTEE.
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within sixty days following the close of each calendar
year and within sixty days after the removal or resignation of Trustee,
Trustee shall deliver to Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest
paid or receivable being shown separately), and showing all cash, securities
and other property held in the Trust at the end of such year or as of the
date of such removal or resignation, as the case may be.
Section 8. RESPONSIBILITY OF TRUSTEE.
(a) Trustee shall act with the care, skill, prudence and diligence
under the cirucmstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant
to a direction, request or approval given by Company which is contemplated
by, and in conformity with, the terms of the Plan or this Trust and is given
in writing by Company. In the event of a dispute between Company and a
party, Trustee may apply to a court of competent jurisdiction to resolve the
dispute.
(b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's reasonable costs, expenses and liabilities (including, without
limitation, reasonable attorneys' fees and expenses) relating thereto and to
be primarily liable for such payments. If Company does not pay such costs,
expenses and liabilities in a reasonably timely manner, Trustee may obtain
payment from the Trust.
(c) Trustee may consult with legal counsel (who may also be counsel
for Company generally) with respect to any of its duties or obligations
hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
<PAGE>
-6-
(e) Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor Trustee, or to loan to
any person the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the Internal
Revenue Code.
(g) Notwithstanding any provision in this Agreement to the contrary,
in the event of a Change of Control, the Trustee is hereby directed to sell
any and all shares of Company stock, or other stock that is received by the
Trustee in exchange for such Company stock as a result of the Change of
Control, which the Trustee holds as a Trust asset, within thirty days of such
Change of Control. The Trustee shall invest any and all proceeds that it
receives as a result of such sales that are not immediately needed in order
to make distributions to Plan participants and their beneficiaries in United
States government securities and/or securities of United States government
agencies with average portfolio maturity of two years. Additionally, if the
Trustee sells any Company stock prior to a Change of Control, the proceeds
from any such sale that are not immediately needed in order to make
distributions to Plan participants and their beneficiaries shall also be
invested by the Trustee in United States government securities and/or
securities of United States government agencies with average portfolio
maturity of two years.
(h) The Company shall indemnify and hold the Trustee harmless from and
against all loss or liability (including expenses and reasonable attorneys'
fees), to which it may be subject by reason of its execution of its duties
under this Trust, or by reason of any acts taken in good faith in accordance
with any directions, or acts omitted in good faith due to absence of
directions, from the Company or a Participant, unless, and only to the
extent, such loss or liability is due to the Trustee's gross negligence or
willful misconduct.
(i) In the event that the Trustee is named as a defendant in a lawsuit
or proceeding involving the Plan or the Trust Fund, the Trustee shall be
entitled to receive payments on a current basis pursuant to the indemnity
provisions provided for in this Section, provided however, that if the final
judgment entered in the lawsuit or proceeding holds that Trustee is guilty of
gross negligence or wilful misconduct with respect to the Trust Fund, the
Trustee shall be required to refund the indemnity payments that it has
received.
<PAGE>
-7-
(j) All releases and indemnities provided in this Trust Agreement
shall survive the termination of this Trust Agreement.
Section 9. COMPENSATION AND EXPENSES OF TRUSTEE.
Company shall pay all reasonable administrative and Trustee's fees
and expenses. If not so paid, the fees and expenses shall be paid from the
Trust. In the event of a Change of Control or any other matter, which in the
Trustee's reasonable discretion requires the Trustee to perform services in
addition to the Trustee's custodial and investment responsibilities under
this Agreement, the Trustee shall be entitled to an additional fee as
negotiated in good faith. If the parties are unable to reach agreement as to
the additional fee, the fee will be calculated using the applicable published
U.S.Trust fee schedule for the type of additional service to be provided,
less 10%. In addition, the Trustee shall be reimbursed for the reasonable
fees and expenses of its counsel or other experts reasonably required to be
engaged by the Trustee. Such amounts shall be paid by Company to the Trustee
within thirty days of billing, provided that if timely payment is not made by
the Company, the Trustee may discharge any such obligation out of the Trust
assets, regardless of whether the Trust is fully funded. In the event of the
termination of the Trust or the removal or resignation of the Trustee, the
Trustee shall be entitled to withhold out of the Trust assets all amounts due
to the Trustee pursuant to this Section 9. This Section 9 shall supersede
any conflicting provision of this Agreement or the Plan.
Section 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Company, which
shall be effective ninety days after receipt of such notice unless Company
and Trustee agree otherwise.
(b) Subject to Section 10(c), Trustee may be removed by Company on
ninety days notice or upon shorter notice accepted by Trustee.
(c) Upon a Change of Control, as defined herein, Trustee may not be
removed by Company for ten years.
(d) If Trustee resigns or is removed within ten years after a Change
of Control, as defined herein, Trustee shall select a successor Trustee in
accordance with the provisions of Section 11(b) hereof prior to the effective
date of Trustee's resignation or removal.
(e) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The transfer shall be completed within ninety days after
receipt of notice of resignation, removal or transfer, unless Company extends
the time limit.
<PAGE>
-8-
(f) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraphs (a) or (b) of this section. If no such appointment
has been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
Section 11. APPOINTMENT OF SUCCESSOR.
(a) If Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace Trustee upon resignation or removal.
The appointment shall be effective when accepted in writing by the new
Trustee, who shall have all of the rights and powers of the former Trustee,
including ownership rights in the Trust assets. The former Trustee shall
execute any instrument necessary or reasonably requested by Company or the
successor Trustee to evidence the transfer.
(b) If Trustee resigns or is removed pursuant to the provisions of
Section 10(e) hereof and selects a successor Trustee, Trustee may appoint any
third party such as a bank trust department or other party that may be
granted corporate trustee powers under state law. The appointment of a
successor Trustee shall be effective when accepted in writing by the new
Trustee. The new Trustee shall have all the rights and powers of the former
Trustee, including ownership rights in Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by the
successor Trustee to evidence the transfer.
(c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for
and Company shall indemnify and defend the successor Trustee from any claim
or liability resulting from any action or inaction of any prior Trustee or
from any other past event, or any condition existing at the time it becomes
successor Trustee.
Section 12. AMENDMENT OR TERMINATION.
(a) This Agreement may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plan or shall make the Trust revocable after
it has become irrevocable in accordance with Section 1(b) hereof.
(b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plan unless sooner revoked in accordance with
Section 1(b) hereof. Upon termination of the Trust any assets remaining in
the Trust shall be returned to Company.
<PAGE>
-9-
(c) Upon written approval of participants or beneficiaries entitled to
payment of benefits pursuant to the terms of the Plan, Company may terminate
this Trust prior to the time all benefit payments under the Plan have been
made. Company shall provide verification to the Trustee that all Plan
participants or beneficiaries entitled to benefits under the Plan have in
fact approved the termination of the Trust. All assets in the Trust at
termination shall be returned to Company.
(d) Sections 1(e), 4, 5, 8(g), 10(c), 10(d), 12(d) and 13(d) of this
Trust Agreement may not be amended by Company for ten years after a Change of
Control, as defined herein.
Section 13. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or
in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(d) For purposes of this Trust, a Change of Control shall be deemed to
have occurred if (a) any person (as defined in Section 13(c) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended), becomes the beneficial
owner directly or indirectly of thirty percent or more of the combined voting
power of the Company's then outstanding securities or (b) during any two-year
period, individuals who at the beginning of such period constitute the Board
of Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided, however,
that (i) any individual who becomes a director of the Company, whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be deemed to have been a member of the Incumbent
Board and (ii) no individual who was elected initially as a director as a
result of an actual or threatened election contest, as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended, or any other actual or threatened solicitations of
proxies or consents by or on behalf of any person other than the Incumbent
Board shall be deemed to have been a member of the Incumbent Board.
(e) If a Plan participant or beneficiary of a Plan participant is
required to institute a legal proceeding in order to enforce his or her
rights under this Agreement and such Plan participant or beneficiary prevails
in such legal proceeding then the Company shall reimburse such Plan
participant or beneficiary for the reasonable legal fees and expense incurred
in bringing and prosecuting such legal proceeding.
<PAGE>
-10-
Section 14. EFFECTIVE DATE.
The effective date of this Agreement shall be the date first written
above.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
"Company"
Tenet Healthcare Corporation
By: /s/ Alan R. Ewalt
------------------------------------
Its: Sr. Vice President
"Trustee"
United States Trust Company
of New York
By: /s/ Charles Weit
------------------------------------
Its: Authorizd Agent
United States Trust Company
of New York
114 West 47th Street
New York, New York 10036-1532
Telephone: 212 852-1000
<PAGE>
EXHIBIT 23 (a)
AUDITORS' CONSENT
The Board of Directors
Tenet Healthcare Corporation
We consent to the incorporation by reference in the Registration Statement
on Form S-3 of Tenet Healthcare Corporation of our reports dated July 25, 1997,
with respect to the consolidated balance sheets of Tenet Healthcare Corporation
and subsidiaries as of May 31, 1996 and 1997, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three-year period ended May 31, 1997, and the related
schedule, and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
December 10, 1997
