<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / 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 Section240.14a-12
TENET HEALTHCARE CORPORATION
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(Name of Registrant as Specified In Its Charter)
RICHARD B. SILVER
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
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(Name of Person(s) Filing Proxy Statement)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CA 93105
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SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 11, 2000
------------------------
The following information supplements and amends Tenet Healthcare
Corporation's ("Tenet") Proxy Statement, dated August 15, 2000 ("Proxy
Statement") furnished to the Tenet shareholders in connection with the
solicitation of proxies on behalf of Tenet's Board of Directors for use at
Tenet's 2000 Annual Meeting of Shareholders ("Annual Meeting"), which is
scheduled to be held at the Regent Beverly Wilshire Hotel, Beverly Hills,
California, on October 11, 2000 at 9:30 a.m., local time, and at any
adjournments thereof. The purposes of the Annual Meeting are as stated in the
Notice of Annual Meeting of Shareholders, dated August 15, 2000, which
accompanied the Proxy Statement. This supplement should be read in conjunction
with the Proxy Statement. On August 21, 2000, Tenet issued the following press
release:
"Tenet has received notice that M. Lee Pearce, M.D., of Miami Beach,
Fla., filed documents with the Securities and Exchange Commission disclosing
his intention to solicit proxies to elect himself and three associates to
the Board of Directors at Tenet's annual shareholder meeting on Oct. 11. The
filing represents that Dr. Pearce is the beneficial owner of 250,042 shares
of Tenet common stock, or less than one-tenth of one percent of the
approximately 315.7 million shares outstanding. According to the filing, his
other nominees own no Tenet shares.
"Tenet believes this action is unwarranted, particularly in light of the
success of the company's operating strategy and its strong performance.
Earnings per share from operations rose 10 percent in the latest fiscal
year, cash flow reached a record high and debt was reduced by $787 million.
Tenet's prospects are bright and the value of its shares has risen
dramatically on the New York Stock Exchange during the past 12 months.
"The company will soon communicate with its shareholders to supply
accurate information in response to Dr. Pearce's filing and to urge them to
support management's nominees to the Board. It will also supply background
information on Dr. Pearce's history as a dissident shareholder. According to
numerous press articles, he has acquired shares in companies and, through
proxy contests, litigation and other means, extracted a premium on the sale
of his shares that was not available to other shareholders."
Tenet has engaged Georgeson Shareholder Communications Inc. ("Georgeson") to
assist in solicitation of proxies for the Annual Meeting. Shareholders are
encouraged to call Georgeson at (800) 223-2064 with any questions. Banks and
brokerage firms are encouraged to call Georgeson collect at (212) 440-9800.
Additional information relating to Tenet's solicitation of proxies is included
in Schedule I to this supplement.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN TENET'S PROXY STATEMENT, FOR APPROVAL OF TENET'S SECOND
AMENDED AND RESTATED 1994 DIRECTORS STOCK OPTION PLAN AND FOR RATIFICATION OF
THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
MAY 31, 2001 ON TENET'S ENCLOSED WHITE PROXY CARD.
<PAGE>
SCHEDULE I
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission
("SEC"), each member of Tenet's Board of Directors, certain executive officers,
and certain other officers and employees of Tenet may be deemed to be a
"participant" in Tenet's solicitation of proxies from shareholders to be voted
on, at the 2000 Annual Meeting of Shareholders, in favor of Tenet's slate of
director nominees, approving Tenet's Second Amended and Restated 1994 Directors
Stock Option Plan and ratifying the selection of KPMG LLP as independent
auditors for the fiscal year ending May 31, 2001. Set forth below with respect
to each participant are his or her name, principal occupation or employment,
business address, the amount of securities of Tenet beneficially owned, the
amount of securities of Broadlane, Inc. ("Broadlane"), a subsidiary of Tenet,
beneficially owned and additional information concerning transactions in shares
of Tenet stock during the past two years.
DIRECTORS
The principal occupation or employment of, and the number of shares of Tenet
and Broadlane stock beneficially owned by, each director is set forth in Tenet's
Proxy Statement. Additional information concerning the business address and
transactions in shares of Tenet stock during the past two years of Tenet's
directors is included below. Unless otherwise indicated, the business address of
all Tenet directors is 3820 State Street, Santa Barbara, California, 93105.
<TABLE>
<CAPTION>
NUMBER OF
TENET SHARES
ACQUIRED OR
NAME TRANSACTION DATE (SOLD) TYPE OF TRANSACTION
---- ---------------- ------------ -------------------
<S> <C> <C> <C>
Jeffrey C. Barbakow................ 1/11/99 12,100 Open Market
8/2/99 100,000 Open Market
8/23/99 7,400 Open Market
8/24/99 143,600 Open Market
8/25/99 794,600 Open Market
Lawrence Biondi, S.J. ............. 8/10/99 200 Open Market
St. Louis University
221 North Grand Blvd.
St. Louis, MO 63103
Sanford Cloud Jr. ................. 1/28/99 100 Open Market
475 Park Ave. South, 19th Floor 8/3/99 300 Open Market
New York, NY 10016
Maurice J. DeWald ................. 12/20/99 (500) Gift (given)
19200 Von Karman Ave., Ste. 400 5/18/00 270 Open Market
Irvine, CA 92612
Michael H. Focht, Sr............... 8/8/00 (200,000) Option Exercise
8/9/00 (100,000) Option Exercise
8/10/00 (100,000) Option Exercise
Floyd D. Loop, M.D. ............... 8/16/99 100 Open Market
9500 Euclid Ave., Suite H-18
Cleveland, OH 44195
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
The principal occupations or employment of, and the number of shares of
Tenet and Broadlane stock beneficially owned by, each of Tenet's named executive
officers is set forth in the Proxy Statement. The business address for all
executive officers of Tenet is 3820 State Street, Santa Barbara, California,
93105. Additional information concerning executive officers who were not named
in the Proxy Statement is set forth below:
<TABLE>
<CAPTION>
SHARES OF TENET OPTIONS
SHARES OF BROADLANE EXERCISABLE
NAME TENET STOCK STOCK WITHIN 60 DAYS
---- ----------- --------- --------------
<S> <C> <C> <C>
David L. Dennis ............................ 4,000 50,000 -0-
Vice Chairman, Chief Corporate Officer
and Chief Financial Officer
in the Office of the President
</TABLE>
Information regarding transactions in Tenet's stock in the last two years by
Tenet's executive officers is set forth below.
<TABLE>
<CAPTION>
NUMBER OF
TENET SHARES
ACQUIRED OR
NAME TRANSACTION DATE (SOLD) TYPE OF TRANSACTION
---- ---------------- ------------ -------------------
<S> <C> <C> <C>
Thomas B. Mackey................... 1/14/99 8,000 Open Market
Christi R. Sulzbach................ 12/7/98 (29,000) Option Exercise
12/7/98 1,000 Option Exercise
9/2/99 1,000 Open Market
1/14/00 (5,000) Option Exercsie
</TABLE>
OTHER OFFICERS AND EMPLOYEES
The name and principal occupations of, and the number of shares of Tenet and
Broadlane stock owned by, Tenet's other officers and employees who may be deemed
participants in the solicitation are set forth below. The principal business
address of each such person is 3820 State Street, Santa Barbara, California,
93105. There were no transactions in Tenet's stock by such persons in the last
two years.
<TABLE>
<CAPTION>
SHARES OF TENET OPTIONS
SHARES OF BROADLANE EXERCISABLE
NAME TENET STOCK STOCK WITHIN 60 DAYS
---- ----------- --------- --------------
<S> <C> <C> <C>
Paul J. Russell ............................................ 8,000 32,200 120,049
Senior Vice President--Investor Relations
Richard B. Silver .......................................... 2,627 62,100 134,714
Senior Vice President, Assistant General Counsel and
Corporate Secretary
Diana L. Takvam ............................................ 852 -0- 23,053
Vice President--Investor Relations
Harold O. Anderson ......................................... 1,100 -0- 12,499
Senior Director--Corporate Communications
Priscilla Finch ............................................ 56 -0- -0-
Senior Administrative Assistant--Investor Relations
Genevieve Sanchez .......................................... -0- -0- -0-
Investor Relations Assistant
</TABLE>
<PAGE>
To the best knowledge of Tenet, none of the foregoing persons owns of record
any securities of Tenet which are not also beneficially owned by them. Except
for the information disclosed herein and in the Proxy Statement, to the best
knowledge of Tenet, none of the foregoing persons nor any associate of such
persons is or has been, within the past year, a party to any contract,
arrangement or understanding with any person with respect to any securities of
Tenet, including, but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. Except
for the information disclosed herein and in the Proxy Statement, to the best
knowledge of Tenet, none of the foregoing persons nor any associate of such
persons has any agreement or understanding with any person with respect to any
future employment by Tenet or its affiliates or any future transactions to which
Tenet or any of its affiliates will or may be a party. Furthermore, except as
described in the Proxy Statement, none of the foregoing persons, nor any
associate of such persons is either a party to any transaction or series of
transactions since June 1, 1999, or has knowledge of any currently proposed
transaction or series of transactions, (i) to which Tenet or any of its
affiliates was or is to be a party (ii) in which the amount involved exceeds
$60,000, and (iii) in which any participant affiliate had, or will have, a
direct or indirect material interest.
METHOD AND COST OF PROXY SOLICITATION
Proxies may be solicited, without additional compensation, by directors,
officers and employees of Tenet by mail, e-mail, the Internet, telephone,
facsimile, telegram, in person or otherwise. Tenet will bear the cost of the
solicitation of proxies, including the preparation, printing and mailing of the
proxy materials. In addition, Tenet will request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy material to the beneficial
owners of Tenet's stock and obtain their voting instructions. Tenet will
reimburse those firms for their expenses in accordance with the rules of the SEC
and the New York Stock Exchange. In addition, Tenet has retained Georgeson
Shareholder Communications Inc. to assist in the solicitation of proxies for a
fee not to exceed $300,000 plus out-of-pocket expenses. It is anticipated that
approximately 50 employees of Georgeson may solicit proxies from Tenet's
shareholders. Tenet estimates that total expenditures for the solicitation will
be approximately $1.5 million, approximately $300,000 of which has been spent to
date.
FORWARD LOOKING STATEMENTS
Certain statements in this supplement 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 Tenet's filings with
the SEC, including Tenet's annual report on Form 10-K and quarterly reports on
Form 10-Q. Do not rely on any forward-looking statement, as Tenet cannot predict
or control many of the factors that ultimately may affect its ability to achieve
the results estimated. Tenet makes no promise to update any forward-looking
statement, whether as a result of changes in underlying factors, new
information, future events or otherwise.
<PAGE>
PLEASE DETACH PROXY CARD HERE
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TENET HEALTHCARE CORPORATION
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey C. Barbakow, Christi R. Sulzbach
and Richard B. Silver, and each of them, proxies of the undersigned, with power
of substitution, to represent the undersigned and to vote all shares of Tenet
Healthcare Corporation that the undersigned would be entitled to vote at the
Annual Meeting of Shareholders to be held on October 11, 2000, and any
adjournments thereof, on the items set forth on the reverse hereof and on such
other business as properly may come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY AUTHORIZED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1, "FOR" ITEM 2
AND "FOR" ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1,
"FOR" ITEM 2 AND "FOR" ITEM 3.
(PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY.)
<PAGE>
Election of the following
nominees as Directors:
FOR all nominees / / WITHHOLD AUTHORITY to vote / / *EXCEPTIONS / /
listed below. for all nominees listed below
Nominees: Jeffrey C. Barbakow, Lawrence Biondi, S.J., Van B. Honeycutt
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.)
2. Proposal to approve the Tenet Healthcare Corporation Second Amended and
Restated 1994 Directors Stock Options Plan.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to ratify the selection of KPMG LLP as independent auditors for the
fiscal year ending May 31, 2001.
FOR / / AGAINST / / ABSTAIN / /
CHANGE OF ADDRESS AND/OR COMMENTS MARK HERE / /
Please mark, date and sign as your name(s) appear(s) to the
left and return in the enclosed envelope. If acting as an
executor, administrator, trustee, guardian, etc., you should
so indicate when signing. If the signer is a corporation,
please sign in full corporate name, by duly authorized officer.
If shares are held jointly, each shareholder named should sign.
DATE:___________________________________, 2000
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Signature
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Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. / X /
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
