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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S - 8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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)
SECOND AMENDED AND RESTATED
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SCOTT M. BROWN
SENIOR VICE PRESIDENT AND SECRETARY
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, address including zip code and
telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE* PRICE* FEE
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Common Stock, par value
$.075 per share . . . . 3,000,000 shares $33.50 $100,500,000 $29,648
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* 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 December 4, 1997.
There also are registered hereunder such additional indeterminate number of
shares as may be issued as a result of the adjustment provisions of the Second
Amended and Restated 1995 Employee Stock Purchase Plan.
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EXPLANATORY NOTE
On February 5, 1996, Tenet Healthcare Corporation (the "Company") filed
Registration Statement No. 333-00709 on Form S-8 in order to register with the
Securities and Exchange Commission the 2,000,000 shares of the Company's common
stock, par value $.075 per share (the "Common Stock") available for purchase
under the Company's 1995 Employee Stock Purchase Plan (the "Plan"). The
contents of that Registration Statement are incorporated by reference herein.
On July 30, 1997, the Board of Directors (the "Board") of the Company
approved the First Amendment to the 1995 Employee Stock Purchase Plan (the
"First Amendment") and the First Amended and Restated 1995 Employee Stock
Purchase Plan (the "First Amended Plan"). The First Amended Plan amended and
restated the Plan in its entirety to reflect the First Amendment. The First
Amendment was approved by the Company's shareholders on October 1, 1997. The
First Amendment increased the maximum number of shares of Common Stock available
for purchase under the Plan from 2,000,000 shares to 5,000,000 shares.
On December 3, 1997, the Board approved the Second Amendment to the 1995
Employee Stock Purchase Plan (the "Second Amendment") and the Second Amended and
Restated 1995 Employee Stock Purchase Plan (the "Second Amended Plan").
Shareholder approval was not required for the Second Amendment. The Second
Amendment clarified the definition of "Covered Compensation." The Second
Amended Plan amended and restated the First Amended Plan in its entirety to
reflect the Second Amendment. This Registration Statement is filed in order to
register with the Commission the 3,000,000 additional shares of Common Stock
available for purchase under the Second Amended Plan.
EXHIBITS
Exhibit
Number Description
- ------- -----------
5. Opinion of Scott M. Brown.
10. Second Amended and Restated 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 2 of this Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 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 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 Securites Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 10, 1997.
Signature Title
--------- -----
/s/ Jeffrey C. Barbakow Chairman, Chief Executive
- ---------------------------------- Officer and Director
Jeffrey C. Barbakow
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Signature Title
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/s/ Michael H. Focht, Sr. President,
- ---------------------------------- Chief Operating Officer
Michael H. Focht, Sr. and Director
/s/ Trevor Fetter Executive Vice President and
- ---------------------------------- Chief Financial Officer
Trevor Fetter (Principal Financial Officer)
/s/ Raymond L. Mathiasen Senior Vice President and
- ---------------------------------- Chief Accounting Officer
Raymond L. Mathiasen (Principal Accounting Officer)
/s/ Bernice B. Bratter Director
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Bernice B. Bratter
/s/ Maurice J. DeWald Director
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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
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EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
5. Opinion of Scott M. Brown ......................................
10. Second Amended and Restated 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 2 of this Registration
Statement)......................................................
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EXHIBIT 5
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-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), for the registration of
3,000,000 additional shares of the Company's common stock, $.075 par value per
share (the "Shares"), available for purchase under the Company's Second Amended
and Restated 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
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TENET HEALTHCARE CORPORATION
SECOND AMENDED AND RESTATED
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.
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(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.
(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, commissions and cash bonuses, but shall not
include Christmas gifts, insurance premiums and other imputed income,
pensions, retirement benefits, 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, cash bonuses and salary or wage continuation paid during
vacation, holiday, illness, jury duty, military duty or leave of absence,
but shall not include (A) an 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 as salary or wage
continuation paid during layoff, or (D) imputed income; and
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(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.
(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 Second Amended and Restated 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 January 1, 1996, and ending on
March 31, 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.
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(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.
3.03 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
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Commencement Date of a Plan Quarter. Participant Contributions will not be
permitted to begin at any time other than 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. In the event 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.
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
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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 whole shares of Common Stock
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. Any
amounts remaining in a Participant's Contribution Account after such
Participant's purchase of Common Stock in respect of a Plan Quarter
(representing amounts which would purchase only fractional shares) will remain
in such Participant's Contribution Account to be used in the next Plan Quarter
along with new Participant Contributions in such succeeding 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; PROVIDED, HOWEVER,
that, in no event, shall any fractional shares of Common Stock be issued
pursuant to the Plan or this Section 4.01(b) hereof.
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(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) credited to the Participant's Contribution Account and used,
in the same manner as payroll deductions, to purchase additional shares of
Common Stock under the Plan on the next Purchase Date (subject to the
limitations of Section 3.02 hereof).
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 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; 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.
(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.
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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 5,000,000, 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 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.
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(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 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 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.
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<PAGE>
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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<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-8 of Tenet Healthcare Corporation of our report 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, which reports appear in the May 31, 1997 annual report on Form 10-K of
Tenet Healthcare Corporation.
KPMG PEAT MARWICK LLP
Los Angeles, California
December 10, 1997
