TENET HEALTHCARE CORP — Proxy Solicitation & Information Statement 2000

Sep 21, 2000

DFAN14A 1 w39771pmdfan14a.htm DEFINITIVE ADDITIONAL MATERIALS //TENET HEALTHCARE dfan14a PAGEBREAK

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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| [ ] Definitive Proxy Statement |
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| [ ] Soliciting Material Pursuant to
§ 240.14a-11(c) or § 240.14a-12 |

TENET HEALTHCARE CORPORATION

(Name of Registrant as Specified in Its Charter)

TENET SHAREHOLDER COMMITTEE, L.L.C.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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or Item 22(a)(2) of Schedule 14A.
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and 0-11.

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RELEASED TO SECURITY HOLDERS ON SEPTEMBER 21, 2000

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The Tenet Shareholder Committee, L.L.C.

FOR IMMEDIATE RELEASE

Contact: Josh Pekarsky Sarah Zitter Milstein Kekst and Company (212) 521-4800

TENET SHAREHOLDER COMMITTEE CALLS FOR QUALITY PATIENT CARE AND SUSTAINABLE SHAREHOLDER VALUE IN PLACE OF EXECUTIVE PERKS

NEW YORK, NY, September 21, 2000 – Dr. M. Lee Pearce of the Tenet Shareholder Committee, which is running a slate of four nominees for election to the Board of Directors of Tenet Healthcare Corporation (NYSE: THC) at its annual meeting on October 11 th , today sent the following open letter to the company’s chairman and chief executive officer Jeffrey Barbakow. The letter also ran on page C19 of today’s Wall Street Journal .

Quality Patient Care Or Executive Perks?

Mr. Jeffrey C. Barbakow Chairman and Chief Executive Officer Tenet Healthcare Corporation 3820 State Street Santa Barbara, CA 93105

Dear Jeff:

My three fellow nominees and I are seeking to bring new blood to Tenet Healthcare’s Board of Directors at the annual shareholders meeting on October 11, 2000.

We want Tenet’s directors to be accountable and to require management to commit Tenet’s resources to quality health care and sustainable value for all shareholders.

In recent years Tenet Healthcare has been the Nation’s overall worst-performing owner and operator of hospitals among its peers. Yet, since 1993, the directors conferred on you $102.4 million 1 in cash, stock options and other compensation. You then had the nerve to devote $40 million of shareholder money to support two luxury jets capable of trans-oceanic flight. And millions more have been spent on “executive relocation expenses” so that you can live in sunny Santa Barbara. The directors then allowed you a special opportunity to make a personal investment in Broadlane, an e-commerce

1 Based on the closing price of Tenet stock on September 19, 2000 ($35 13/16).

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business controlled by Tenet. By one Wall Street estimate, your personal interest in Broadlane may become worth a quarter billion dollars. 2

Vice President Gore and Governor Bush, along with everyone else in the Nation, have made quality health care a national priority. Directors who permit such excesses at the expense of better medical care are part of what’s wrong with health care in America today. $142.4 million in executive compensation and corporate perks buys a lot of health care. In fact, it pays for the annual salary of approximately 2,300 registered nurses. A quarter of a billion dollars in a sweetheart stock deal buys even more. Consider the hospital improvements, increased staff, additional nurses, better doctor relationships, and lower costs that could have been available to Tenet’s patients if those amounts allocated to you personally had instead been committed to quality health care. How do you and Tenet’s other directors look Tenet’s patients in the eye and explain these excesses when many of them cannot afford the care they need? These issues bother me deeply as a physician and as a shareholder.

We believe that you and your fellow directors have lost sight of health care’s most basic tenet. Corporate money should be devoted to health care and building shareholder value — not executive perks. This is why my fellow nominees and I believe that it’s time for new blood and accountability on the Tenet Board of Directors.

Sincerely,

M. Lee Pearce, M.D. Chairman The Tenet Shareholder Committee

SIGN, DATE AND RETURN THE GOLD PROXY CARD

TENET SHAREHOLDERS — IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT: INNISFREE M&A INCORPORATED, TOLL FREE AT 1-888-750-5834 E-MAIL: info@ innisfreema.com

2 Based on estimates by Lehman Brothers analysts in March 2000 that Broadlane could be worth between $3 billion and $11 billion (“Medibuy.com Doubles Registered Buyers Via March 7 Premier Acquisition,” The Gray Sheet, Mar. 13, 2000, Vol. 26, Issue 11 (consent of author not obtained to use as proxy soliciting material)).

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RELEASED TO SECURITY HOLDERS COMMENCING ON SEPTEMBER 21, 2000

Quality Patient Care Or Executive Perks?

Mr. Jeffrey C. Barbakow Chairman and Chief Executive Officer Tenet Healthcare Corporation 3820 State Street Santa Barbara, CA 93105

Dear Jeff:

My three fellow nominees and I are seeking to bring new blood to Tenet Healthcare’s Board of Directors at the annual shareholders meeting on October 11, 2000.

We want Tenet’s directors to be accountable and to require management to commit Tenet’s resources to quality health care and sustainable value for all shareholders.

In recent years Tenet Healthcare has been the Nation’s overall worst-performing owner and operator of hospitals among its peers. Yet, since 1993, the directors conferred on you $102.4 million 1 in cash, stock options and other compensation. You then had the nerve to devote $40 million of shareholder money to support two luxury jets capable of trans-oceanic flight. And millions more have been spent on “executive relocation expenses” so that you can live in sunny Santa Barbara. The directors then allowed you a special opportunity to make a personal investment in Broadlane, an e-commerce business controlled by Tenet. By one Wall Street estimate, your personal interest in Broadlane may become worth a quarter billion dollars. 2

Vice President Gore and Governor Bush, along with everyone else in the Nation, have made quality health care a national priority. Directors who permit such excesses at the expense of better medical care are part of what’s wrong with health care in America today. $142.4 million in executive compensation and corporate perks buys a lot of health care. In fact, it pays for the annual salary of approximately 2,300 registered nurses. A quarter of a billion dollars in a sweetheart stock deal buys even more. Consider the hospital improvements, increased staff, additional nurses, better doctor relationships, and lower costs that could have been available to Tenet’s patients if those amounts allocated to you personally had instead been committed to quality health care. How do you and Tenet’s other directors look Tenet’s patients in the eye and explain these excesses when many of them cannot afford the care they need? These issues bother me deeply as a physician and as a shareholder.

1 Based on the closing price of Tenet stock on September 19, 2000 ($35 13/16). 2 Based on estimates by Lehman Brothers analysts in March 2000 that Broadlane could be worth between $3 billion and $11 billion (“Medibuy.com Doubles Registered Buyers Via March 7 Premier Acquisition,” THE GRAY SHEET, Mar. 13, 2000, Vol. 26, Issue 11 (consent of author not obtained to use as proxy soliciting material)).

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We believe that you and your fellow directors have lost sight of health care’s most basic tenet. Corporate money should be devoted to health care and building shareholder value — not executive perks. This is why my fellow nominees and I believe that it’s time for new blood and accountability on the Tenet Board of Directors.

Sincerely,

M. Lee Pearce, M.D. Chairman The Tenet Shareholder Committee

SIGN, DATE AND RETURN THE STRIPED GOLD PROXY CARD

PLEASE NOTE THAT YOU CAN NOW VOTE ON ALL ITEMS TO BE CONSIDERED AT THE ANNUAL MEETING ON THE STRIPED GOLD CARD

IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT: INNISFREE M&A INCORPORATED , TOLL FREE AT 1-888-750-5834 E-MAIL:info@ innisfreema.com