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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
TENET HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 95-2557091
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
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3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Address, including zip code, and telephone number
of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effective-ness of a
the following box. / / concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please check
the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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TENET HEALTHCARE CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On December 2, 1998, the Board of Directors (the "Board") of Tenet
Healthcare Corporation ("Tenet" or the "Company") adopted a new stockholders'
rights plan (the "New Rights Plan") to replace an existing stockholders'
rights plan that expires at 5:00 p.m. Eastern time on December 22, 1998.
Under the terms of the New Rights Plan, each stockholder of record at 5:00
p.m. Eastern time on December 22, 1998 (the "Record Date") will receive a
Right that will become exercisable only upon the occurrence of certain
events, described below. Once the Right becomes exercisable, it will entitle
the holder to purchase, upon payment of the purchase price, shares of the
Company's common stock (the "Common Stock"), or under certain circumstances
common stock of a company acquiring the Company, at 50% of their then-current
market value.
The New Rights Plan is described in more detail below. The following
summary does not purport to be complete and is subject to, and qualified in
its entirety by, the terms of the New Rights Plan set forth in a Rights
Agreement between the Company and The Bank of New York, as Rights Agent,
which is incorporated herein by this reference. A copy of the Rights
Agreement is available upon request to the Company's corporate Secretary,
Scott M. Brown, 3820 State Street, Santa Barbara, California, 93105, (805)
563-7000. A copy of the Rights Agreement also has been filed with the
Securities and Exchange Commission as an Exhibit to a Current Report on Form
8-K.
DESCRIPTION OF THE RIGHTS
Each Right, upon becoming exercisable as described below, will entitle
its registered holder to purchase from the Company one one-thousandth of a
share of Series B Preferred Stock (the "Preferred Stock") of the Company
(which is intended to be roughly the economic equivalent of the Common
Stock), at a purchase price initially intended to reflect the long-term
trading value of a share of Common Stock (the "Purchase Price"). After
consulting with the Company's advisors, the Board set the Purchase Price at
$120.00 per Right.
Each share of Preferred Stock in turn will entitle its registered holder
(except for an Acquiring Person, as defined below, and its affiliates) to
purchase shares of the Company's Common Stock (or, under circumstances, the
shares of an acquiring company) having a value of two times the Purchase
Price.
In general, the Rights will become exercisable ten business days (or
such later date as the Board shall determine) after:
(i) a person (acting alone or together with others) becomes the beneficial
owner of 15% or more of the Company's Common Stock (an "Acquiring Person")
or
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(ii) a person publishes or mails an exchange or tender offer pursuant to
which such person would become an Acquiring Person.
The earlier of (i) and (ii) is referred to as the "Distribution Date." Under
certain circumstances, a person will not be an Acquiring Person even if that
person acquires 15% or more of the Company's Common Stock, such as when the
transaction is approved by a majority of the Board who are not officers and
who are not affiliated with the Acquiring Person or the person referred to in
(ii) above. Upon the occurrence of either (i) or (ii) above, all Rights held
by the Acquiring Person or the person described in (ii) above (and their
affiliates and associates), as the case may be, will become null and void.
From and after the Distribution Date, each holder of a Right (other than
an Acquiring Person, and its affiliates and associates, whose Rights are
voided) thereafter will have the Right to receive, upon exercise of the Right
at the Purchase Price, Common Stock having a value of two times the Purchase
Price. Under certain circumstances, the Company may distribute to holders a
combination of cash, Common Stock, other securities and/or other assets.
For example, if the Purchase Price is $100 per Right, each Right that
has not been voided, as described above, will entitle its holder to purchase
$200 worth of Common Stock for $100. Assuming that the Common Stock had a
per share value of $50 at such time, the holder of each valid Right would pay
the Purchase Price of $100 and would receive Common Stock with a value of
$200, or four shares (since $200 divided by $50 equals four).
If a person becomes an Acquiring Person and the Company then
(i) engages in a merger or other business combination transaction with
another person in which the Common Stock is changed or exchanged, or
(ii) sells or transfers 50% or more of its assets, cash flow or earning power
to another person or persons,
from and after the Distribution Date, each Right (other than Rights of the
Acquiring Person and its affiliates and associates, which will have been
voided), thereafter will entitle its holder to receive, upon exercise of the
Right at the Purchase Price, common stock of such other person (or, in
certain circumstances, of an affiliate of such other person) having a value
of two times the Purchase Price.
At any time after a person or group becomes an Acquiring Person, but
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group, which will have become
void), in whole or in part, at an exchange ratio of (i) (a) one share of
Common Stock, or (b) one one-thousandth of a share of Preferred Stock (or of
a share of a class or series of the Company's Preferred Stock having
equivalent Rights, preferences and privileges), per (ii) each Right (subject
to adjustment).
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Until the Distribution Date, the Rights (i) will be evidenced by the
Common Stock certificates and no separate certificates evidencing the Rights
will be issued, (ii) may be transferred with and only with the Common Stock
and may not be transferred separately from the Common Stock, and (iii) will
not be exercisable.
On the Distribution Date, the Rights will become exercisable. As soon
as practicable after the Distribution Date, separate certificates evidencing
the Rights will be distributed to the holders of record of the Common Stock.
After the Distribution Date, the Common Stock and the Rights will trade
separately.
Until a Right is exercised, its holder has no stockholder rights (such
as voting rights or rights to receive dividends). The terms of the Rights,
generally, may be amended by the Board in any manner prior to the
Distribution Date. Thereafter, the terms of the Rights may be amended to
shorten or lengthen any time period under the New Rights Plan and in any
other manner, as long as the amendment does not adversely affect the
interests of holders of Rights.
OPTIONAL REDEMPTION OF THE RIGHTS
At any time prior to the Distribution Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right (payable in
cash, Common Stock or other consideration deemed appropriate by the Board).
Immediately upon the action of the Board ordering redemption of the Rights,
the Rights will terminate and the only right holders of Rights will have is
to receive the $0.01 redemption price.
EXPIRATION OF THE RIGHTS
The Rights will expire at 5:00 p.m., Eastern time, December 22, 2008,
unless earlier redeemed by the Company. The Board generally may redeem the
Rights for $0.01 per Right until the Distribution Date. Generally, so long
as the Rights are redeemable the Board may extend the period for redemption
by extending the Distribution Date.
AMENDMENT OF THE RIGHTS AGREEMENT
Any of the provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights or to shorten or lengthen any time period
under the Rights Agreement; PROVIDED, HOWEVER, that no amendment may be made
after the Rights are no longer redeemable.
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TAX CONSEQUENCES
The distribution of the Rights will not be a taxable event for
stockholders or the Company. Depending upon the circumstances, stockholders
may recognize taxable income in the event that the Rights become exercisable
for Common Stock, common stock of the acquiring company or other
consideration, or in the event of the Company redeems the Rights.
WHY THE NEW RIGHTS PLAN WAS ADOPTED
The New Rights Plan is designed to deter coercive takeover tactics and
otherwise to encourage third parties interested in acquiring the Company to
negotiate with the Board. In particular, the New Rights Plan is intended to
help
(i) reduce the risk of acquisitions that offer greater consideration to some
stockholders than to others (such as coercive two-tiered, front-end loaded
or partial offers) and that thus may not offer fair value to all
stockholders;
(ii) mitigate against market accumulators who through open market and/or
private purchases may achieve a position of substantial influence or
control without paying to selling or remaining stockholders a fair control
premium or who are simply interested in putting the Company "into play;"
(iii) preserve the Board's bargaining power and flexibility to deal with
third-party acquirors and otherwise to seek to maximize values for all
stockholders;
(iv) enhance the Company's ability to respond to an inadequate offer; and
(v) convey to the marketplace that the Company intends to aggressively
preserve its bargaining power and deter coercive takeover activities.
The New Rights Plan achieves these goals by confronting a potential
acquiror with the possibility that the Company's stockholders will be able to
dilute substantially the acquiror's equity interest by exercising the Rights
and buying additional shares in the Company (or in certain cases, in the
acquiror) at a fifty percent discount, unless the acquiror negotiates with
the Board and the Board (i) elects to redeem the Rights for nominal
consideration or (ii) otherwise makes the New Rights Plan inapplicable to the
proposed transaction. In this regard, the New Rights Plan serves a useful
function in the context of unsolicited takeovers by providing a negotiating
tool for the Company's Board and by helping to ensure that the Board has
ample time to explore alternatives.
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ITEM 2.EXHIBITS
The Rights are to be registered on the New York Stock Exchange (the
"NYSE") and the Pacific Stock Exchange (the "PSE"), the exchanges on which
other securities of the Registrant are currently registered. Accordingly,
copies of the following exhibits shall be filed with each copy of this
Registration Statement filed with the Commission or with the NYSE or the PSE,
subject to Rule 12b-32 regarding the incorporation of exhibits by reference.
2.1 Indenture, dated as of March 1, 1995, between Tenet and The Bank of New
York, as Trustee, relating to 9 5/8% Senior Notes due 2002 (Incorporated
by reference to Exhibit 4(a) to Registrant's Quarterly Report on
Form 10-Q, dated April 14, 1995, for the fiscal quarter ended
February 28, 1995)
2.2 First Supplemental Indenture, dated as of October 30, 1995, between
Tenet and The Bank of New York, as Trustee, relating to 9 5/8% Senior
Notes due 2002 (Incorporated by reference to Exhibit 4(c) to
Registrant's Annual Report on Form 10-K, dated August 27, 1997, for the
fiscal year ended May 31, 1997)
2.3 Second Supplemental Indenture, dated as of August 21, 1997, between
Tenet and The Bank of New York, as Trustee, relating to 9 5/8% Senior
Notes due 2002 (Incorporated by reference to Exhibit 4(d) to
Registrant's Annual Report on Form 10-K, dated August 27, 1997, for the
fiscal year ended May 31, 1997)
2.4 Indenture, dated as of March 1, 1995, between Tenet and The Bank of New
York, as Trustee, relating to 10 1/8% Senior Subordinated Notes due 2005
(Incorporated by reference to Exhibit 4(b) to Registrant's Quarterly
Report on Form 10-Q, dated April 14, 1995, for the fiscal quarter ended
February 28, 1995)
2.5 First Supplemental Indenture, dated as of October 27, 1995, between
Tenet and The Bank of New York, as Trustee, relating to 10 1/8% Senior
Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4(f)
to Registrant's Annual Report on Form 10-K, dated August 27, 1997, for
the fiscal year ended May 31, 1997)
2.6 Second Supplemental Indenture, dated as of August 21, 1997, between
Tenet and The Bank of New York, as Trustee, relating to 10 1/8% Senior
Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4(g)
to Registrant's Annual Report on Form 10-K, dated August 27, 1997, for
the fiscal year ended May 31, 1997)
2.7 Indenture, dated as of October 16, 1995, between Tenet and The Bank of
New York, as Trustee, relating to 8 5/8% Senior Notes due 2003
(Incorporated by reference to Exhibit 4(d) to Registrant's Annual
Report on Form 10-K, dated August 26, 1996, for the fiscal year ended
May 31, 1996)
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2.8 First Supplemental Indenture, dated as of October 30, 1995, between
Tenet and The Bank of New York, as Trustee, relating to 8 5/8% Senior
Notes due 2003 (Incorporated by reference to Exhibit 4(i) to
Registrant's Annual Report on Form 10-K, dated August 27, 1997, for the
fiscal year ended May 31, 1997)
2.9 Second Supplemental Indenture, dated as of August 21, 1997, between
Tenet and The Bank of New York, as Trustee, relating to 8 5/8% Senior
Notes due 2003 (Incorporated by reference to Exhibit 4(i) to Registrant's
Annual Report on From 10-K, dated August 27, 1997, for the fiscal year
ended May 31, 1997)
2.10 Indenture, dated as of January 10, 1996, between Tenet and The Bank of
New York, as Trustee, relating to 6% Exchangeable Subordinated Notes
due 2005 (Incorporated by reference to Exhibit 4(a) to Registrant's
Quarterly Report on Form 10-Q, dated January 15, 1996, for the fiscal
quarter ended November 30, 1995)
2.11 Escrow Agreement, dated as of January 10, 1996, among the Registrant,
NME Properties, Inc., NME Property Holding Co., Inc. and The Bank of
New York, as Escrow Agent (Incorporated by reference to Exhibit 4(b) to
Registrant's Quarterly Report on Form 10-Q, dated as of January 15,
1996, for the fiscal quarter ended November 30, 1995)
2.12 Indenture, dated January 15, 1997, between Tenet and The Bank of New
York, as Trustee, relating to 7 7/8% Senior Notes due 2003 (Incorporated
by reference to Exhibit 4(m) to Registrant's Annual Report on
Form 10-K, dated August 27, 1997, for the fiscal year ended May 31,
1997)
2.13 Indenture, dated January 15, 1997, between Tenet and The Bank of New
York, as Trustee, relating to 8% Senior Notes due 2005 (Incorporated by
reference to Exhibit 4(n) to Registrant's Annual Report on Form 10-K,
dated August 27, 1997, for the fiscal year ended May 31, 1997)
2.14 Indenture, dated January 15, 1997, between Tenet and The Bank of New
York, as Trustee, relating to 8 5/8% Senior Subordinated Notes due 2007
(Incorporated by reference to Exhibit 4(o) to Registrant's Annual
Report on Form 10-K, dated August 27, 1997, for the fiscal year ended
May 31, 1997)
2.15 Indenture, dated May 21, 1998, between Tenet and The Bank of New York,
as Trustee, relating to 7 5/8% Senior Notes due 2008 (Incorporated by
reference to Exhibit 4(o) to Registrant's Annual Report on Form 10-K,
dated August 28, 1998, for the fiscal year ended May 31, 1998)
2.16 Indenture, dated May 21, 1998, between Tenet and The Bank of New York,
as Trustee, relating to 8 1/8% Senior Subordinated Notes due 2008
(Incorporated by reference to Exhibit 4(p) to Registrant's Annual
Report on Form 10-K, dated August 28, 1998, for the fiscal year ended
May 31, 1998)
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2.17 Form of Rights Agreement, to be dated as of December 22, 1998, between
Tenet and the Bank of New York, as Rights Agent (Incorporated by reference
to Exhibit 99.1 of Registrant's Report on Form 8-K, dated December 11,
1998)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned.
TENET HEALTHCARE CORPORATION
Date: December 11, 1998 By: /s/ SCOTT M. BROWN
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Name: Scott M. Brown
Title: Senior Vice-President
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