TENET HEALTHCARE CORP
DEFA14A, 2000-10-10
GENERAL MEDICAL & SURGICAL HOSPITALS, NEC
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                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a party other than the Registrant / /

    Check the appropriate box:
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    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-12

                         TENET HEALTHCARE CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/ / Fee paid previously with preliminary materials.

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   [TENET LOGO]

                                  NEWS RELEASE

Tenet Healthcare Corporation
Headquarters Office
3820 State Street
Santa Barbara, CA  93105
Tel 805.563.6855
Fax 805.563.6871



                        CONTACTS:
                        Media             Harry Anderson         (805) 563-6816
                        Investors         Paul Russell           (805) 563-7188


            TENET SLATE GAINS KEY SUPPORT AS CALPERS CHANGES OPINION
                    AND PROXY VOTER SERVICES BREAKS WITH ISS

     SANTA BARBARA, CALIF. - OCT. 6, 2000 - Tenet Healthcare Corporation (NYSE:
THC) announced today that the California Public Employees Retirement System
(CalPERS), the nation's largest public pension fund with assets of more than
$170 billion, has changed its opinion and will now vote for the company's slate
of nominees for director at Tenet's annual meeting on Oct. 11.

     The company also announced that Proxy Voter Services (PVS), an independent
division of Institutional Shareholder Services (ISS), has recommended that its
subscribers vote for the company's slate. The PVS recommendation breaks with
ISS's recommendation last week to support a dissident slate headed by M. Lee
Pearce, M.D., of Miami Beach, Fla.

     "We are grateful that, after CalPERS gave us a chance to present the facts,
it has reconsidered its opinion and will now support our nominees," said Jeffrey
C. Barbakow, Tenet's chairman and chief executive officer. "This company has
been and remains committed to a dialogue with its shareholders regarding
governance or any other issue."

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     Barbakow added that support from PVS "is further evidence that the strategy
we have set for this company is recognized as the right course for our continued
success and the enhancement of shareholder value."

     In its report, PVS said it is "wary" of the Pearce slate's ability to serve
as an effective voice for shareholder concerns. The report also said: "When
questioned about their business strategy, the Pearce Group was vague and
unconvincing, offering very little substantive ideas on how to improve the
company's business model and enhance shareholder value in the long term. In
addition, potential conflicts of interests with Tenet shareholders make Dr.
Pearce unconvincing as both a corporate reformer and practitioner of sound
corporate governance policies."

     PVS votes proxies for a number of Taft-Hartley funds, public plan sponsors
and their investment managers.

     The CalPERS and PVS actions follow similar decisions to support the
company's slate were announced recently by the American Federation of State,
County and Municipal Employees (AFSCME) and The Proxy Monitor.

     CalPERS' decision to change its opinion came after Tenet executives met
with CalPERS officials in Sacramento to clarify the company's position on issues
raised by CalPERS when it initially announced that it would vote for the Pearce
dissident slate. The Thursday meeting was the first time Tenet and CalPERS had
discussed these issues. CalPERS also said it has reversed its vote and will now
support Tenet's proposal to increase the number of shares available under the
Directors Stock Option Plan.

     Tenet urged its shareholders to submit only the white proxy card if they
are intending to support the company's slate of nominees. Any gold proxy cards
previously voted may be revoked by submitting a later-dated white proxy card.
Since only the latest

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proxy received from a shareholder will be counted, those wishing to change their
vote should now submit a white proxy card. Because of the brief time before the
Oct. 11 meeting, shareholders of record may choose to fax their white proxy card
to the company's proxy solicitor, Georgeson Shareholder Communications Inc., at
(212) 440-9009. If shares are held by a bank, broker or other nominee,
shareholders should contact the party responsible and direct them to submit a
white proxy card in favor of the company's slate. Shareholders who have
questions about the voting process may call Georgeson at (800) 223-2064.

     Tenet Healthcare, through its subsidiaries, owns and operates 111 acute
care hospitals with 27,013 beds and numerous related health care services. The
company employs approximately 104,000 people serving communities in 17 states
and services its hospitals from a Dallas-based operations center. Tenet's name
reflects its core business philosophy: the importance of shared values among
partners - including employees, physicians, insurers and communities - in
providing a full spectrum of health care. Tenet can be found on the World Wide
Web at www.tenethealth.com.

                                      # # #

     Certain statements in this release may constitute forward-looking
     statements. They are based on management's current expectations and could
     be affected by numerous factors and are subject to various risks and
     uncertainties. Certain of those risks and uncertainties are discussed in
     the Company's filings with the Securities and Exchange Commission,
     including the Company's annual report on Form 10-K and quarterly reports on
     Form 10-Q. Do not rely on any forward-looking statement, as we cannot
     predict or control many of the factors that ultimately may affect our
     ability to achieve the results estimated. We make no promise to update any
     forward-looking statement, whether as a result of changes in underlying
     factors, new information, future events or otherwise.




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