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: / / 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 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) Payment of Filing Fee (Check the appropriate box): /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: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (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): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ VIA U.S. MAIL AND FACSIMILE October 2, 2000 Mr. Rich Furlauto Institutional Shareholders Services 1455 Research Blvd. Rockville, MD 20850 Dear Mr. Furlauto: Thank you for the opportunity to continue our dialogue over the last several days regarding Tenet Healthcare Corporation's view of various corporate governance issues. In the course of our discussions, Jeff Barbakow has reaffirmed to you Tenet's commitment to take the following actions as outlined below: 1. Tenet will add no less than two (2) outside, independent directors to our Board within the next twelve (12) months. As we have discussed, Tenet has specific criteria in mind for the individuals who will fill these Board positions and we will continue to strive to find the individuals who meet those criteria. 2. As you know, in response to a shareholder vote recommending that the Board redeem Tenet's poison pill and in an effort to be responsive to our shareholders' concerns, last year our Board acted to redeem Tenet's poison pill. We understand the issues you have raised concerning adoption of a new poison pill without shareholder approval. Jeff Barbakow has committed to seek Board approval of the necessary changes to the Company's Articles that would require shareholder approval of any future poison pill. 3. Jeff Barbakow has resigned as a member of the Board's Nominating Committee and will serve on that Committee only in an ex-officio (non-voting) capacity. Rich Furlauto October 2, 2000 Page 2 4. As Chairman of the Board, Mr. Barbakow will recommend to the Board that they again review and consider the issue of a classified Board of Directors. While we have differing views on this subject, it is our intent to listen to the concerns and perspective of our shareholders. Accordingly, we will seek input from several large shareholders in this process. We cannot commit to an outcome, but can assure you that the process will be seriously undertaken and thoroughly reviewed. Rich, we believe the dialogue that has taken place between our entities is an important one and should continue throughout the year. Thank you again for the opportunity to outline the Company's intentions with respect to these issues. If you have any questions, please contact me. Very truly yours, /s/ CHRISTI R. SULZBACH Christi R. Sulzbach cc: Jeffrey Barbakow Paul Russell bcc: Richard Silver