AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 8062 95-2557091
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
of incorporation or classification code number) Identification No.)
organization)
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
SCOTT M. BROWN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (1)
Common Stock, par value $0.075 per share. . . 20,000 $33.50 $670,000 $198
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended. Pursuant to
Rule 457, the maximum offering price of the shares of Tenet Common Stock
being registered is $33.50 per share, the average of the high and low
reported sales prices of a share of Tenet Common Stock reported on the New
York Stock Exchange Composite Tape on December 4, 1997, and the maximum
aggregate offering price is the product of $33.50 and 20,000, the number of
shares of Tenet Common Stock being registered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION DATED DECEMBER 10 , 1997
PROSPECTUS
TENET HEALTHCARE CORPORATION
20,000 Shares of Common Stock
(Par Value $0.075)
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This Prospectus relates to 20,000 shares (the "Shares") of par value $0.075
common stock (the "Common Stock") of Tenet Healthcare Corporation ("Tenet", the
"Registrant" or the "Company") that may be offered for sale by the person listed
under the heading "Selling Shareholder" (the "Selling Shareholder"). The
distribution of the Shares by the Selling Shareholder may be effected from time
to time in underwritten public offerings, in ordinary brokerage transactions on
the New York Stock Exchange, Inc. or the Pacific Exchange, Inc. (collectively,
the "Exchanges") at market prices prevailing at the time of sale or in one or
more negotiated transactions at prices acceptable to the Selling Shareholder.
In addition, the Selling Shareholder may sell the Shares through or to brokers
in the over-the-counter market. The brokers or dealers through or to whom the
Shares may be sold may be deemed underwriters of the Shares within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
all brokerage commissions or discounts and other compensation received by such
brokers or dealers may be deemed to be underwriting compensation. To the extent
required, the names of any underwriter and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in an accompanying Prospectus Supplement. The Company will bear all
expenses of the offering except for brokerage fees or any underwriting discounts
or commissions, which shall be paid by the Selling Shareholder. See "Selling
Shareholder" and "Plan of Distribution." The Company will not receive any of
the proceeds from sales of the Shares made hereunder.
The Common Stock is listed on the Exchanges under the symbol "THC". On
December 9, 1997, the closing price of the Common Stock on the New York Stock
Exchange Composite Tape was $34.4375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is December ___, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office,
Seven World Trade Center, New York, New York 10048; and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and other information
regarding registrants that file electronically with the Commission. The
reports, proxy statements and other information also may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and at the offices of the Pacific Exchange, Inc., 301 Pine Street,
San Francisco, California 94104. The Common Stock is listed on such Exchanges.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto, and reference is
hereby made to the Registration Statement for further information with respect
to the Company and the Common Stock offered hereby. Any statements contained
herein concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. I-7293) are incorporated in this Prospectus by
reference and are made a part hereof: (i) Annual Report on Form 10-K for the
fiscal year ended May 31, 1997, filed with the Commission on August 27, 1997
(the "Tenet 10-K"); (ii) Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, filed with the Commission on October 14, 1997 (the "Tenet
10-Q"); (iii) Current Report on Form 8-K, dated August 6, 1997, filed with the
Commission on August 7, 1997; (iv) the description of the Common Stock of the
Company, which is contained in the Company's Registration Statement on Form 8-A
filed with the Commission on April 8, 1971, including any amendments or reports
filed for the purpose of updating such description; and (v) the description of
certain preferred stock purchase rights that have attached to the Common Stock,
which is contained in the Company's Registration Statement on Form 8-A filed
with the Commission on December 9, 1988, including any amendments or reports
filed for the purpose of updating such description.
-1-
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering hereby of the Shares, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of all documents incorporated by reference
in this Prospectus (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into such documents) will be provided
without charge to each person to whom a copy of this Prospectus is delivered,
upon written or oral request of such person. Requests for such copies should be
directed to Scott M. Brown, Secretary, Tenet Healthcare Corporation, P.O. Box
31907, Santa Barbara, California 93130, telephone number (805) 563-7000.
THE COMPANY
Tenet is the second largest investor-owned healthcare services company in
the United States. At August 31, 1997, Tenet's subsidiaries owned or operated
130 general hospitals with 28,691 licensed beds and related healthcare
facilities serving urban and rural communities in 22 states and held investments
in other healthcare companies. Tenet's subsidiaries also owned or operated a
small number of rehabilitation hospitals, specialty hospitals, long-term care
facilities, psychiatric facilities and medical office buildings located on the
same campus as, or nearby, its general hospitals, as well as various ancillary
healthcare businesses, including outpatient surgery centers, home healthcare
programs, ambulatory, occupational and rural healthcare clinics, health
maintenance organizations, a preferred provider organization and a managed care
insurance company.
On January 30, 1997, the Company acquired OrNda HealthCorp ("OrNda"). The
acquisition was accomplished when a subsidiary of Tenet was merged with and into
OrNda (the "Merger"), leaving OrNda and all of its subsidiaries as wholly-owned
subsidiaries of Tenet. OrNda now is known as Tenet HealthSystem HealthCorp.
The Merger was accounted for as a pooling-of-interests. Prior to the Merger,
OrNda was the third largest investor-owned provider of healthcare services in
the United States. The Merger joined Tenet's then-existing 77 hospitals and
related healthcare operations with OrNda's then-existing 50 general hospitals
and related healthcare operations.
The Company's principal executive offices are located at 3820 State Street,
Santa Barbara, California 93105. The Company's mailing address is P.O. Box
31907, Santa Barbara, California 93130, and its telephone number is (805)
563-7000.
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SELLING SHAREHOLDER
The Shares being offered hereunder are being sold by the United States
Trust Company of New York (the "Selling Shareholder"), as trustee, pursuant to
the terms of the 1997 Board of Directors Retirement Plan Trust (the "Trust").
The Company has adopted and maintains the Tenet Board of Directors
Retirement Plan, as amended (the "Plan") to attract and retain non-employee
directors who render necessary and important services to the Company. In 1997,
the Company established the Trust and contributed 20,000 Shares into the Trust
to secure the benefits payable under the Plan. Those 20,000 Shares are being
registered at the request of the Selling Shareholder pursuant to the terms of
the Trust.
The following table sets forth information as of December 9, 1997, with
respect to the Selling Shareholder:
Number of Shares Number of Number of Shares Percent
Owned Prior to Shares Owned After of
Name of Selling Shareholder the Offering Being Offered the Offering Class
--------------------------- ------------ ------------- ------------ -----
United States Trust Company of New York,
as trustee of the Trust . . . . . . . . . . . 20,000 20,000 0 *
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* Represents less than 1% of outstanding shares of the Company's Common Stock.
The Company will pay all expenses incurred in connection with the offering
except for brokerage fees or any underwriting discounts or commissions, which
shall be paid by the Selling Shareholder. The Company has agreed to indemnify
the Selling Shareholder against certain liabilities, including liabilities
arising under the Securities Act.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder in
underwritten public offerings, in any one or more transactions (which may
involve block transactions) on the Exchanges, in the over-the-counter market, on
NASDAQ and on any exchange on which the Shares may then be listed, or otherwise
in negotiated transactions or a combination of such methods of sale at market
prices prevailing at the time of sale, or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may sell the Shares as agent or may
purchase such Shares as principal and resell them for their own account pursuant
to this Prospectus. Such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). To the extend required, the names
of any underwriter and applicable commissions or discounts and any other
required information with respect to any particular offer will be set forth in
an accompanying Prospectus Supplement.
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In connection with such sales, the Selling Shareholder and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act, in which event all brokerage commissions or discounts and
other compensation received by such brokers or dealers may be deemed
underwriting compensation under the Securities Act. In addition, any of the
securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.
LEGAL MATTERS
Certain legal matters with respect to the Shares offered hereby will be
passed upon for the Company by Scott M. Brown, Senior Vice President, Secretary
and General Counsel of the Company. As of November 30, 1997, Mr. Brown owned
5,363 shares of Common Stock and had outstanding options to purchase 154,134
shares of Common Stock pursuant to Company benefit plans.
EXPERTS
The consolidated financial statements and schedule of Tenet Healthcare
Corporation as of May 31, 1996 and 1997, and for each of the years in the
three-year period ended May 31, 1997, have been incorporated by reference herein
and in the Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
FORWARD LOOKING STATEMENTS
Prospective investors are cautioned that the statements in this Prospectus
and in documents incorporated by reference herein that are not descriptions of
historical facts constitute forward looking statements that are subject to risks
and uncertainties. The Company's actual results could differ materially from
those currently anticipated in these forward looking statements due to, among
other things, certain factors described in documents incorporated by reference
herein, including, without limitation, the Tenet 10-K and the Tenet 10-Q.
-4-
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES
IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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CONTENTS
PAGE
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Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Selling Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . 4
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20,000 SHARES
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TENET HEALTHCARE
CORPORATION
COMMON STOCK
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PROSPECTUS
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DECEMBER ___, 1997
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission fee . . . . . . . . . . . . . .$198
Printing and Engraving Fees . . . . . . . . . . . . . . . . . . .$2,000
Accounting fees and expenses. . . . . . . . . . . . . . . . . . .$2,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . .$2,000
Blue sky fees and expenses. . . . . . . . . . . . . . . . . . . .$2,000
Miscellaneous fees and expenses . . . . . . . . . . . . . . . . . .$302
Total fees and expenses. . . . . . . . . . . . . . . . . . .$8,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law ("Nevada Law")
provides generally and in pertinent part that a Nevada corporation may indemnify
its directors and officers against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 78.751 further provides that, in connection with the defense or
settlement of any action by or in the right of the corporation, a Nevada
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith, in a manner they reasonably believed to be in, or not
opposed to, the best interest of the corporation. Section 78.751 further permits
a Nevada corporation to grant its directors and officers additional rights of
indemnification through by-law provisions and otherwise.
Article X of the Restated Articles of Incorporation, as amended, of the
Registrant (the "Restated Articles") and Article IX of the Restated By-Laws, as
amended, of the Registrant (the "Restated Bylaws") provide that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
Nevada Law. The Registrant has entered into indemnification agreements with each
of its directors and executive officers. Such indemnification agreements are
intended to provide a contractual right to indemnification, to the maximum
extent permitted by law, for expenses (including attorneys' fees), judgments,
penalties, fines, and amounts paid in settlement actually and reasonably
incurred by the person to be indemnified in connection with any proceeding
(including, to the extent permitted by applicable law, any derivative action) to
which they are, or are threatened to be made, a party by reason of their status
in such positions. Such indemnification agreements do not change the basic legal
standards for indemnification set forth under Nevada Law, the Restated Articles
or the Restated Bylaws. Such agreements are intended to be in furtherance, and
not in limitation of, the general right to indemnification provided in the
Restated Articles and Restated Bylaws.
II-1
Section 78.037 of the Nevada Law provides that the articles of
incorporation may contain, and Tenet's Restated Articles do contain, a provision
eliminating or limiting the personal liability of a director or officer to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct or a knowing violation of law, or (ii) under Section
78.300 of the Nevada Law (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock). The Company's Restated
Articles and Restated Bylaws permit indemnification of directors and officers in
terms sufficiently broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement) arising under
the Securities Act. The Company also maintains an indemnification agreement
with each of its Directors and any officer designated by the Company's Board of
Directors insuring them against certain liabilities incurred by them in the
performance of their duties, including liabilities under the Securities Act. In
addition, the Company has directors and officers liability insurance policies.
ITEM 16. EXHIBITS.
(5) Opinion re Legality
(a) Opinion of Scott M. Brown
(10) Material Contracts
(a) 1997 Board of Directors Retirement Plan Trust
(23) Consents of Experts and Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Scott M. Brown (including in his opinion filed as
Exhibit 5).
(24) Power of Attorney
(a) Power of Attorney (included on page II-5 of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, the Nevada Law,
the Restated Articles of Incorporation, and the Restated Bylaws, as amended, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the
II-3
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Santa Barbara, State of California on December 10,
1997.
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
-----------------------------------
Scott M. Brown
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey C. Barbakow, Trevor Fetter, Raymond L.
Mathiasen and Scott M. Brown and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any related registration statements pursuant
to Rule 462 of the Securities Act of 1933 and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on December 10, 1997, by the
following persons in the capacities indicated:
TENET HEALTHCARE CORPORATION
/s/ Trevor Fetter /s/ Scott M. Brown
- ------------------------------- -----------------------------------
Trevor Fetter Scott M. Brown
Executive Vice President Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
/s/ Raymond L. Mathiasen
- -------------------------------
Raymond L. Mathiasen
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
II-5
Signature Title
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/s/ Jeffrey C. Barbakow Chairman, Chief Executive
- ----------------------------------- Officer and Director (Principal
Jeffrey C. Barbakow Executive Officer)
/s/ Michael H. Focht, Sr. President, Chief Operating
- ----------------------------------- Officer and Director
Michael H. Focht, Sr.
/s/ Bernice Bratter Director
- -----------------------------------
Bernice Bratter
/s/ Maurice J. DeWald Director
- -----------------------------------
Maurice J. DeWald
/s/ Edward Egbert, M.D. Director
- -----------------------------------
Edward Egbert, M.D.
/s/ Raymond A. Hay Director
- -----------------------------------
Raymond A. Hay
/s/ Lester B. Korn Director
- -----------------------------------
Lester B. Korn
/s/ Richard S. Schweiker Director
- -----------------------------------
Richard S. Schweiker
II-6
EXHIBIT INDEX
(5) Opinion re Legality
(a) Opinion of Scott M. Brown
(10) Material Contracts
(a) 1997 Board of Directors Retirement Plan Trust
(23) Consents of Experts and Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Scott M. Brown (including in his opinion filed as
Exhibit 5).
(24) Power of Attorney
(a) Power of Attorney (included on page II-5 of this
Registration Statement).