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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TENET HEALTHCARE CORPORATION
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(Name of Registrant as Specified in Its Charter)
TENET SHAREHOLDER COMMITTEE, L.L.C.
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RELEASED TO SECURITY HOLDERS AS OF SEPTEMBER 29, 2000
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THE TENET SHAREHOLDER COMMITTEE, L.L.C.
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September 29, 2000
Dear Institutional Investor:
You may have recently received a letter from The American Federation of State,
County and Municipal Employees (AFSCME) containing numerous false and
misleading statements concerning the Tenet Shareholder Committee's efforts to
bring accountability to Tenet Healthcare at the upcoming Annual Meeting.
The errors and misstatements in the letter are so blatant and so in line with
management's desperate efforts to discuss anything but the real issues raised
in this campaign, that I am ignoring the advice of my advisors and writing to
you a point-by-point refutation of the charges. My advisors are concerned that
this approach will lend credence and stature to falsities, red herrings and
character assassinations. I, however, believe that the truth will prevail.
Let us lay the errors, falsehoods and half-truths fed to AFSCME by Tenet
management to rest.
- NO HEALTH CARE FACILITY OPERATED BY ME OR ANY ENTITY CONTROLLED
BY ME COMPETES WITH ANY TENET HEALTH CARE FACILITY.
It's that simple. An outpatient facility operated by a third party is located
in a building near Tenet's North Ridge Hospital. For the past year, I have had
NO OWNERSHIP INTEREST IN THE ENTITY OPERATING THE OUTPATIENT FACILITY. Through
various entities, I have had longstanding ownership interests in the BUILDING
AND THE LAND. However, because I suspected that Tenet would sink to character
assassination, I PLACED MY INTERESTS IN THE BUILDING AND LAND IN AN IRREVOCABLE
TRUST WITH AN INDEPENDENT TRUSTEE AND SO NOTIFIED TENET BEFORE BEGINNING THIS
PROXY FIGHT.
This allegation is particularly strange considering that The Cleveland Clinic,
of which Dr. Floyd Loop, a Tenet Director, is Chairman/CEO, operates an large
outpatient facility just down the road from Northridge Hospital and a nearby
hospital facility, which compete with Tenet.
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- THE LITIGATION TO WHICH AFSCME REFERS INVOLVES AN OLD
CROSS-PARKING AGREEMENT THAT TENET SEEKS TO BREACH.
The facts are simple. When I, along with my co-owners, sold North Ridge
Hospital to Tenet's predecessor in 1985, we offered to sell the connected
facility along with the hospital, but Tenet's predecessor chose not to buy that
facility. That decision necessitated a cross-parking agreement. Tenet's recent
actions in pursuing the construction of additional facilities, within the
limited space, necessitated enforcement of the cross-parking agreement. All
that was asked was that Tenet honor the agreement made by its predecessor when
it bought the Northridge Hospital. I HAVE ALSO PLEDGED THAT WHILE ON THE BOARD
OF DIRECTORS I WILL RECUSE MYSELF FROM ANY MATTER IN WHICH I HAVE ANY INTEREST.
- LE@P TECHNOLOGY, INC. AND INFORMATION DIAGNOSTICS, INC. (THE
CORRECT NAME FOR DR. RED DUKE, INC.) DO NOT COMPETE WITH ANY
TENET INTERNET INVESTMENT THAT HAS BEEN PUBLICLY DISCLOSED
It's that simple. We only know what Tenet has publicly disclosed about its
internet ventures -- like the sorry Broadlane affair. If Tenet has given AFSCME
information about undisclosed internet investments, Tenet should promptly
disclose it to all stockholders.
You should also know that the AFSCME letter continually refers to a company
called Dr. Red Duke, Inc. If AFSCME had read our proxy statement before it sent
you their letter, they would have seen that the company is now called
Information Diagnostics, Inc.
It also curious that AFSCME alleges that a "major Lea@p investment will launch
a business to business healthcare web site in fourteen days that will directly
compete with Tenet's interests." No one at Le@p or any of its investments,
major or minor, has any idea what AFSCME is talking about.
- CONTRARY TO AFSCME'S STATEMENTS ABOUT ORNDA AND AMERIFIRST, I
HAVE CREATED VALUE FOR SHAREHOLDERS AND WORKED TO PROTECT THEIR
INTERESTS.
During my tenure as a director, ORNDA'S STOCK PRICE ROSE MORE THAN 400 PERCENT
IN LESS THAN FOUR YEARS. AMI STOCK ALSO INCREASED OVER 50 PERCENT during the
less than one-year period that I was on its Board. Both companies are now
significant parts of Tenet.
The Board of AmeriFirst Bank asked me, a passive shareholder, to go on the
Board because the S&L was failing. Under my guidance, the bank promptly
initiated an investigation and brought suit against the former management for
breach of their fiduciary duties. Although AmeriFirst was too far gone to be
saved, my efforts were
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applauded in the community and the Resolution Trust Company pursued the
litigation that the bank initiated to a substantial recovery.
- AFSCME FORGOT TO INFORM YOU THAT THE OTHER SHAREHOLDERS IN THE
AMI LITIGATION WERE SEPARATELY REPRESENTED AND SETTLED
SEPARATELY.
The facts are simple. I sued AMI because it refused to consider my topping bid
for the company that would have benefited all shareholders. The other
shareholders represented by class action counsel also sued and benefited
extensively from the discovery conducted by my counsel. THEY CHOSE TO SETTLE
BEFORE TRIAL while I settled my claim only while the jury was deliberating.
- OUR NOMINEES COMMITTED AND INFORMED TENET THAT "UNDER NO
CIRCUMSTANCES ARE WE INTERESTED IN, NOR WILL WE ACCEPT, ANY
COMPENSATION NOT OFFERED EQUALLY TO ALL OTHER SHAREHOLDERS."
Once again, it's that simple and it's in our proxy materials. And once again,
perhaps AFSCME should have read our proxy materials before they issued their
curious letter.
Do not be distracted by AFSCME's repetition of Tenet's campaign of red
herrings, misinformation and character assassination.
Tenet shareholders need a Board that is accountable and committed to
sustainable value for all shareholders. While AFSCME is absolutely wrong about
me, AFSCME was right that Tenet has serious problems:
- Tenet has "poor corporate governance practices and excessive
executive compensation."
- "There is no question Tenet's operations must be reformed in a
number of ways."
WE STAND FOR ACCOUNTABILITY, SUSTAINABLE GROWTH AND QUALITY HEALTH CARE. Please
vote for the Committee's slate by returning a striped GOLD proxy card with your
vote in favor of the Committee's slate.
Very truly yours,
M. Lee Pearce, M.D.
Chairman
The Tenet Shareholder Committee
