<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 30, 1997
----------------------------------
(Date of earliest event reported)
Tenet Healthcare Corporation
----------------------------
(Exact name of Registrant as specified in its charter)
Nevada I-7293 95-2557091
------ ------ ----------
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
3820 State Street, Santa Barbara, California 93105
--------------------------------------------------
(Address of principal executive offices, including zip code)
(805) 563-7000
--------------
(Registrant's telephone number, including area code)
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 30, 1997, Tenet Healthcare Corporation ("Tenet") acquired OrNda
HealthCorp ("OrNda") in a transaction accounted for as a pooling of interests.
The acquisition was accomplished when a wholly owned subsidiary of Tenet was
merged with and into OrNda (the "Merger"), leaving OrNda as a wholly owned
subsidiary of Tenet.
Pursuant to the Merger, each share of OrNda common stock outstanding
immediately prior to the Merger was converted into the right to receive 1.35
shares of Tenet common stock. In addition, for each share of OrNda stock that
an option or warrant holder was to receive upon exercise, the holder now will
receive 1.35 shares of Tenet common stock upon exercise. Cash will be paid in
lieu of fractional shares. Tenet has registered approximately 85.9 million
shares of Tenet common stock for issuance in connection with the Merger of which
approximately 4.5 million are reserved for issuance in the future upon the
exercise of the options and warrants.
The combined company owns 127 hospitals (two of which are operated
independently and one of those is being held for sale) and numerous ancillary
healthcare operations serving communities in 22 states. A substantial number of
OrNda's 50 general hospitals complement the 77 general hospitals owned or leased
by Tenet prior to the Merger, particularly in south Florida and southern
California.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements of OrNda required by this item are included
on pages F-29 through F-59 of Amendment No. 2 to Tenet's Registration
Statement on Form S-3 (File No. 333-17907), filed with the Securities
and Exchange Commission (the "Commission") on January 24, 1997, which
pages hereby are incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma information related to the acquisition of OrNda by Tenet
required by this item is included on pages 23 through 32 of the final
Prospectus, dated January 27, 1997, forming a part of Tenet's
Registration Statement on Form S-3 (File No. 333-17907), filed with
the Commission pursuant to Rule 424(b) of the Securities Act of 1933
on January 28, 1997, which pages hereby are incorporated herein by
reference.
1
<PAGE>
(c) Exhibits.
2.1 Agreement and Plan of Merger (the "Merger Agreement"), dated as
of October 16, 1996, by and among Tenet, OHC Acquisition Co. and
OrNda. (Incorporated by reference to Exhibit 1 of Tenet's
Schedule 13D (File No. 005-34836), filed with the Commission on
October 28, 1996).
2.2 Amendment No. 1 to the Merger Agreement, dated as of November
22, 1996. (Incorporated by reference to Exhibit 2.2 of
Amendment No. 2 to Tenet's Registration Statement on Form S-3
(File No. 333-17907), filed with the Commission on January 24,
1997).
23.1 Consent of Ernst & Young LLP
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
---------------------------------
Name: Scott M. Brown
Title: Senior Vice President
Date: February 12, 1997
2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form
8-K of Tenet Healthcare Corporation dated February 12, 1997 of our report dated
October 25, 1996 with respect to the financial statements OrNda HealthCorp
included in Amendment No. 2 to Tenet Healthcare Corporation's Registration
Statement on Form S-3 (File No. 333-17907), filed with the Securities and
Exchange Commission on January 24, 1997.
ERNST & YOUNG LLP
Nashville, Tennessee
February 11, 1997
