SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 16, 1996
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(Date of earliest event reported)
Tenet Healthcare Corporation
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(Exact name of Registrant as specified in its charter)
Nevada I-7293 95-2557091
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
3820 State Street, Santa Barbara, California 93105
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(Address of principal executive offices, including zip code)
(805) 563-7000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Tenet Healthcare Corporation, a Nevada corporation (the "Registrant"),
OHC Acquisition Co., a Delaware corporation and wholly owned subsidiary of the
Registrant (the "Merger Sub"), and OrNda Healthcorp, a Delaware corporation
("OrNda"), have entered into that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of October 16, 1996, pursuant to which the Merger
Sub will merge with and into OrNda (the "Merger"), with OrNda as the surviving
corporation. As a result of the Merger, OrNda will become a wholly owned
subsidiary of the Registrant. The closing of the Merger is subject to certain
conditions, including but not limited to, the approval of the common
stockholders of both the Registrant and OrNda and the obtaining of certain
regulatory approvals.
As a result of the Merger, each outstanding share of common stock, par
value $.01 per share of OrNda (the "Shares") will be converted into the right to
receive 1.35 shares of common stock, par value $0.075 per share, of the
Registrant (the "Registrant Common Stock") and one associated preferred stock
purchase right of the Registrant (a "Right") issued in accordance with the
Rights Agreement (the "Rights Agreement"), dated as of December 7, 1988, as
amended from time to time, between the Registrant and Bank of America NTS as
successor to Bankers Trust Company (references to shares of the Registrant
Common Stock issuable in the Merger are deemed to include the associated
Rights).
In connection with the Merger Agreement and in consideration thereof,
the Registrant and OrNda entered into that certain Stock Option Agreement (the
"Option Agreement") dated October 17, 1996, whereby OrNda granted to the
Registrant an option to purchase, under certain circumstances described therein,
up to 11,608,358 Shares at a purchase price per Share equal to $29.869, as
adjusted as provided therein.
The Registrant and OrNda also entered into a Stock Option Agreement,
dated October 17, 1996 (together with the Option Agreement, the "Stock Option
Agreements"), pursuant to which the Registrant granted to OrNda an option to
purchase, under certain circumstances described therein, up to 10.46% (on a
fully diluted basis after giving effect to the exercise of the option) of the
outstanding shares of Registrant Common Stock, together with any associated
Rights under the Rights Agreement, at a purchase price of $22.125 per share, as
adjusted as provided therein.
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Under the Stock Option Agreements, the options are exercisable by the
grantee, in whole or in part, at any time and from time to time, upon the
occurrence of certain specified events as described therein, provided that the
grantee provide notice, in the manner specified therein, to the issuer of the
grantee's desire to exercise the option. The grantee, under certain
circumstances, may require the issuer to (i) repurchase the option and/or any
shares acquired by exercise of the option, and/or (ii) register the common stock
acquired by or issuable upon exercise of the option under the Securities Act of
1933, as amended. The Stock Option Agreements entitle the issuer to a right of
first refusal, under certain circumstances, if the grantee desires to sell all
or any portion of the option or shares acquired by the grantee pursuant to
exercise thereof. Notwithstanding any other provision of the Stock Option
Agreements, the Total Profit (as defined therein) which the grantee may realize
from the option may not exceed $55,000,000.
Also in connection with the execution of the Merger Agreement, the
Registrant entered into Stockholder Voting Agreements (the "Stockholder Voting
Agreements"), dated as of October 17, 1996, with Charles N. Martin and Joseph
Littlejohn & Levy Fund, L.P., stockholders of OrNda (the "Stockholders")
whereby the Stockholders agreed to vote all of the Shares beneficially owned by
them in favor of certain matters, including without limitation, the approval and
adoption of the Merger Agreement, and against, among other things, any action or
agreement that would impede, interfere with, delay, postpone or attempt to
discourage the Merger.
The Merger Agreement, the Stock Option Agreements and the Stockholder
Voting Agreements are attached hereto and incorporated herein by reference. The
foregoing summaries of the Merger Agreement, the Stock Option Agreements and the
Stockholder Voting Agreements do not purport to be complete descriptions and are
qualified in their entirety by reference to such exhibits.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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2 Agreement and Plan of Merger, dated as of October 16, 1996 by and
among Tenant Healthcare Corporation, OHC Acquisition Co. and OrNda
Healthcorp. (Incorporated by reference to Exhibit 1 of the
Registrant's Schedule 13D (File 005-34836) filed October 28, 1996).
10.1 Stockholder Voting Agreement, dated as of October 17, 1996, by and
between Tenet Healthcare Corporation and Charles N. Martin.
(Incorporated by reference to Exhibit 2 of the Registrant's Schedule
13D (File 005-34836) filed October 28, 1996).
10.2 Stockholder Voting Agreement, dated as of October 17, 1996, by and
between Tenet Healthcare Corporation and Joseph Littlejohn & Levy
Fund, L.P. (Incorporated by reference to Exhibit 3 of the Registrant's
Schedule 13D (File 005-34836) filed October 28, 1996).
10.3 Stock Option Agreement, dated October 17, 1996 by and between Tenet
Healthcare Corporation as "Issuer" and OrNda Healthcorp as "Grantee."
(Incorporated by reference to Exhibit 4 of the Registrant's Schedule
13D (File 005-34836) filed October 28, 1996).
10.4 Stock Option Agreement, dated October 17, 1996 by and between Tenet
Healthcare Corporation as "Grantee" and OrNda Healthcorp as "Issuer."
(Incorporated by reference to Exhibit 5 of the Registrant's Schedule
13D (File 005-34836) filed October 28, 1996).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
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Scott M. Brown
Senior Vice President
and Secretary
Date: November 5, 1996
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EXHIBIT INDEX
NUMBER EXHIBIT
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2 Agreement and Plan of Merger, dated as of October 16, 1996 by and
among Tenant Healthcare Corporation, OHC Acquisition Co. and OrNda
Healthcorp. (Incorporated by reference to Exhibit 1 of the
Registrant's Schedule 13D (File 005-34836) filed October 28, 1996).
10.1 Stockholder Voting Agreement, dated as of October 17, 1996, by and
between Tenet Healthcare Corporation and Charles N. Martin.
(Incorporated by reference to Exhibit 2 of the Registrant's Schedule
13D (File 005-34836) filed October 28,1996).
10.2 Stockholder Voting Agreement, dated as of October 17, 1996, by and
between Tenet Healthcare Corporation and Joseph Littlejohn & Levy
Fund, L.P. (Incorporated by reference to Exhibit 3 of the
Registrant's Schedule 13D (File 005-34836) filed October 28, 1996).
10.3 Stock Option Agreement, dated as of October 17, 1996 by and between
Tenet Healthcare Corporation as "Issuer" and OrNda Healthcorp as
"Grantee." (Incorporated by reference to Exhibit 4 of the
Registrant's Schedule 13D (File 005-34836) filed October 28,1996).
10.4 Stock Option Agreement, dated as of October 17, 1996 by and between
Tenet Healthcare Corporation as "Grantee" and OrNda Healthcorp as
"Issuer." (Incorporated by reference to Exhibit 5 of the Registrant's
Schedule 13D (File 005-34836) filed October 28, 1996).
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