UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §. 240.14a-12
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §. 240.14a-12
TENET HEALTHCARE CORPORATION
(Name of Registrant as Specified in its Charter)
COMMUNITY HEALTH SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i) (4) 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: | ||
| o | Fee paid previously with preliminary materials. | |
| o | 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: | ||
Forward-Looking Statements
Any
statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (“Tenet”), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,”
“plan,” believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,”
“would,” “continue,” “forecast,” and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, uncertainty of our expected financial performance following completion of
any proposed transaction and other risks and uncertainties referenced in our filings with the
Securities and Exchange Commission (the “SEC”). Forward-looking statements, like all statements in
this news release, speak only as of the date of this news release (unless another date is
indicated). We do not undertake any obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Additional Information
This
news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities. This news release relates to a business combination transaction with Tenet
proposed by Community Health Systems, Inc. (“CHS”), which may become the subject of a registration
statement filed with the SEC. CHS intends to file a proxy statement with the SEC in connection with
Tenet’s 2011 annual meeting of shareholders. Any definitive proxy statement will be mailed to
shareholders of Tenet. This material is not a substitute for any prospectus, proxy statement or any
other document which CHS may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web
site maintained by the SEC at www.sec.gov or by directing a request to Community Health
Systems, Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS and its directors, executive officers and nominees may be deemed to be participants in the
solicitation of proxies in connection with Tenet’s 2011 annual meeting of shareholders. The
directors of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III, John A.
Fry, William N. Jennings, M.D., Julia B. North and H. Mitchell Watson, Jr. The executive officers
of CHS are: Wayne T. Smith, W. Larry Cash, David L. Miller, William S. Hussey, Michael T. Portacci,
Martin D. Smith, Thomas D. Miller, Rachel A. Seifert and T. Mark Buford. The nominees of CHS are:
Thomas M. Boudreau, Duke K. Bristow, Ph.D., John E. Hornbeak, Curtis S. Lane, Douglas E. Linton,
Peter H. Rothschild, John A. Sedor, Steven J. Shulman, Daniel S. Van Riper, David J. Wenstrup,
James O. Egan, Jon Rotenstreich, Gary M. Stein and Larry D. Yost. CHS and its subsidiaries
beneficially owned approximately 420,000 shares of Tenet common stock as of January 7, 2011.
Additional information regarding CHS’s directors and executive officers is available in its proxy
statement for CHS’s 2011 annual meeting of stockholders, which
was filed with the SEC on April 7,
2011. Other information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement that CHS intends to file with the SEC in connection with Tenet’s
2011 annual meeting of shareholders.
2
COMMUNITY HEALTH SYSTEMS RESPONDS TO BASELESS TENET LAWSUIT
FRANKLIN, Tenn. (April 11, 2011) — Community Health Systems, Inc. (NYSE: CYH) (“CHS”) today
issued the following statement in response to the baseless complaint filed today by Tenet
Healthcare Corporation (NYSE: THC):
“Tenet’s allegations are completely without merit and we intend to vigorously defend ourselves
against these unfounded and irresponsible claims. Providing high-quality patient care is the
Company’s most important priority. CHS conducts its business with the utmost integrity and adheres
to the highest business practice standards. The bottom line is that these self-serving allegations
are an attempt by Tenet’s management and board to continue their entrenchment strategy and to
distract Tenet shareholders from CHS’s pending offer. Its actions today prove that Tenet has
adopted a ‘scorched earth’ defense without regard for the best interests of shareholders. CHS
remains committed to its offer to acquire Tenet and both Credit Suisse and Goldman Sachs have
reaffirmed their confidence in financing the transaction.”
Credit Suisse and Goldman, Sachs & Co. are acting as financial advisors, Kirkland & Ellis LLP as
legal counsel and D. F. King & Co. as proxy solicitor for CHS.
About Community Health Systems, Inc.
Located in
the Nashville, Tennessee, suburb of Franklin, Community Health
Systems, Inc. is one of the
largest publicly traded hospital companies in the United States and a leading operator of general
acute care hospitals in non-urban and mid-size markets throughout the country. Through its
subsidiaries, the Company currently owns, leases or operates 130 hospitals in 29 states with an
aggregate of approximately 19,400 licensed beds. Its hospitals offer a broad range of inpatient and
surgical services, outpatient treatment and skilled nursing care. In addition, through its
subsidiary Quorum Health Resources, LLC, the Company provides management and consulting services to
approximately 150 independent non-affiliated general acute care hospitals located throughout the
United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (“Tenet”), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,”
“plan,” believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,”
“would,” “continue,” “forecast,” and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, and uncertainty of our expected financial performance following
completion of any proposed transaction and other risks and uncertainties referenced in our filings
with the Securities and Exchange Commission (the “SEC”). Forward-looking statements, like all
statements in this news release, speak only as of the date of this news release (unless another
date is indicated). We do not undertake any obligation to publicly update any forward-looking
statements, whether as a result of new information, future events, or otherwise.
-MORE-
Community Health Systems Responds To Baseless Lawsuit
Page 2
April 11, 2011
Page 2
April 11, 2011
Additional Information
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This news release relates to a business
combination transaction with Tenet proposed by CHS, which may become the subject of a registration
statement filed with the SEC. CHS intends to file a proxy statement with the SEC in connection
with Tenet’s 2011 annual meeting of shareholders. Any definitive proxy statement will be mailed to
shareholders of Tenet. This material is not a substitute for any prospectus, proxy statement or
any other document which CHS may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web
site maintained by the SEC at www.sec.gov or by directing a request to Community Health Systems,
Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS and its directors, executive officers and nominees may be deemed to be participants in the
solicitation of proxies in connection with Tenet’s 2011 annual meeting of shareholders. The
directors of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III, John A.
Fry, William N. Jennings, M.D., Julia B. North and H. Mitchell Watson, Jr. The executive officers
of CHS are: Wayne T. Smith, W. Larry Cash, David L. Miller, William S. Hussey, Michael T.
Portacci, Martin D. Smith, Thomas D. Miller, Rachel A. Seifert, and T. Mark Buford. The nominees
of CHS are: Thomas M. Boudreau, Duke K. Bristow, Ph.D., John E. Hornbeak, Curtis S. Lane, Douglas
E. Linton, Peter H. Rothschild, John A. Sedor, Steven J. Shulman, Daniel S. Van Riper, David J.
Wenstrup, James O. Egan, Jon Rotenstreich, Gary M. Stein and Larry D. Yost. CHS and its
subsidiaries beneficially owned approximately 420,000 shares of Tenet common stock as of January 7,
2011. Additional information regarding CHS’s directors and executive officers is available in its
proxy statement for CHS’s 2011 annual meeting of stockholders, which was filed with the SEC on
April 7, 2011. Other information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement that CHS intends to file with the SEC in connection with Tenet’s
2011 annual meeting of shareholders.
Media Contacts:
|
Investor Contacts: | |
Tomi Galin VP — Corporate Communications 615-628-6607 |
W. Larry Cash EVP & CFO 615-465-7000 |
|
George Sard/Brooke Gordon Sard Verbinnen & Co 212-687-8080 |
Lizbeth Schuler VP — Investor Relations 615-465-7000 |
-END-