dfan14a
UNITED STATES
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. )
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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)
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COMMUNITY HEALTH SYSTEMS TO NOMINATE FULL SLATE OF
INDEPENDENT DIRECTORS FOR ELECTION AT TENETS 2011 ANNUAL MEETING
Proposes 10 Highly Qualified Nominees to Represent Best Interests of Tenet Shareholders
FRANKLIN, Tenn. (January 14, 2011) Community Health Systems, Inc. (NYSE: CYH) (CHS) today
announced it has given the required notice to Tenet Healthcare Corporation (NYSE: THC) that it
intends to nominate a full slate of 10 independent director nominees for election to Tenets Board
of Directors at its 2011 Annual Meeting. Tenet has delayed the meeting until November 3, 2011, and
its entire Board is up for reelection.
Wayne T. Smith, chairman, president and chief executive officer of CHS, said, By just saying
no to our 40 percent premium offer, installing a poison pill with a 4.9 percent trigger, and
delaying the 2011 Annual Meeting for six months instead of entering good-faith discussions with
us Tenets highly paid Board has clearly demonstrated its entrenchment. Tenet shareholders
deserve better. Accordingly, we have today taken the first step in running a full slate of 10
highly qualified independent directors to replace the existing Tenet Board. If elected, these
directors will act in the best interest of Tenets shareholders and carefully evaluate the
value-creation opportunity represented by the CHS offer.
On December 9, 2010, CHS made public an offer to acquire Tenet for $6.00 per share, including
$5.00 per share in cash and $1.00 per share in CHS common stock. The offer represents a premium of
40 percent over Tenets unaffected stock price. The offer was made in a letter to Tenets Board of
Directors on November 12, 2010, and rejected by Tenet on December 6, 2010.
Nominees
CHS intends to nominate the following slate of 10 highly qualified independent candidates for
election to Tenets Board of Directors, along with four alternate candidates:
Thomas M. Boudreau Mr. Boudreau, 59, was most recently executive vice president, law and
strategy of Express Scripts, Inc. and previously served as senior vice president and general
counsel of Express Scripts, where he played a lead role in negotiating major acquisitions and
developed and implemented corporate governance and disclosure policies mandated by the
Sarbanes-Oxley Act and NASDAQ requirements. Mr. Boudreau holds a B.A. from Maryville University,
where he serves as chairman of the board of trustees, and a J.D. from St. Louis University School
of Law.
Duke K. Bristow, Ph.D. Dr. Bristow, 53, is an expert in corporate governance and corporate
finance. He is an economist at the Marshall School of Business at the University of Southern
California and also has an academic appointment at the Henry Samueli School of Engineering at the
University of California, Los Angeles. Prior to his academic career, Dr. Bristow spent 10 years at
Eli Lilly & Company, holding management positions in the pharmaceutical, medical device and
diagnostic divisions and in corporate finance. Dr. Bristow is a member of the board of directors
of Landec Corporation and the National Association of Corporate Directors, Southern California
Chapter. He previously served on the board of Arena Pharmaceuticals. He holds a Ph.D. in
financial economics from UCLA, an MBA from Indiana University and a B.S. in chemical engineering
from Purdue University.
CHS to Nominate Full Slate of Independent Directors For Election at Tenets 2011 Annual Meeting
Page 2
January 14, 2011
John E. Hornbeak Mr. Hornbeak, 63, is an executive in residence in the Department of
Healthcare Administration at Trinity University. He has 40 years of experience as a healthcare
executive, most recently serving as president and chief executive officer of the Methodist
Healthcare System of San Antonio, and holding previous executive appointments at Methodist
Hospital, Humana Hospital-San Antonio and Humana Hospital-Huntsville. He holds a Masters degree
in health care administration from the University of Alabama in Birmingham and a B.A. from
Birmingham-Southern College.
Curtis S. Lane Mr. Lane, 53, is a veteran M&A Healthcare Investment Banker, with
a distinguished career spanning three decades at Evercore Capital Partners, Bear Stearns, and Smith
Barney, Harris Upham & Co. He is currently Senior Managing Director of MTS Health Partners, LP, a
merchant bank providing advisory and investment services to healthcare organizations, and is a
member of the board and Executive Committee of PENN Medicine, the health system and medical school
of the University of Pennsylvania Mr. Lane presently serves as a Director of Alliance
Healthcare Services, Novis Pharmaceuticals, LLC, Senior Home Care, Inc. and Surgical Care
Affiliates, LLC. He formerly served on the board of IASIS Healthcare Corporation. He holds a B.S.
in Economics from the University of Pennsylvania and an MBA from The Wharton School.
Douglas E. Linton Mr. Linton, 63, has a deep background in pharmaceutical and biotech
consulting and is currently a self-employed consultant through DEL International, LLC, a
pharmaceutical channel management consulting company. He was previously an executive advisor on
trade and distribution to the Campbell Alliance Group and performed consulting work for
ValueCentric LLC. Mr. Linton served on the board of Bradley Pharmaceuticals as chairman of the
nominating and corporate governance committees. He holds an MBA from Carnegie-Mellon University
and a B.A. in economics from the College of Wooster.
Peter H. Rothschild Mr. Rothschild, 55, has been involved in both investment and merchant
banking for approximately 30 years and is currently managing member of Daroth Capital LLC. He was
previously a managing director at Dresdner Kleinwort Wasserstein and its predecessor firm,
Wasserstein Perella, head of the Natural Resources Group at Bear Stearns, and head of the
Industrial Group at Drexel Burnham Lambert. He is currently a member of the board of
Wendys/Arbys Group, interim chairman of the board of Deerfield Capital Corp., and has served on
the boards of Rexnord Corporation, MAG Aerospace and Wendys International. Mr. Rothschild
graduated from Tufts University with a B.S. degree in mechanical engineering and holds an MBA from
Harvard Graduate School of Business Administration.
John A. Sedor Mr. Sedor, 66, is president, chief executive officer and a director of CPEX
Pharmaceuticals, Inc. Previously, Mr. Sedor held executive positions at companies including
Bentley Pharmaceuticals, the Sandoz division of Novartis AG, Rhone-Poulenc Rorer, Revlon Health
Care and Parke-Davis. Mr. Sedor holds a B.S. in pharmacy and chemistry from Duquesne University
and has studied strategic marketing at Northwestern Universitys Kellogg Graduate School of
Management and Harvard Business School.
Steven J. Shulman Mr. Shulman, 59, currently serves as a senior advisor to Warburg Pincus
and is an operating partner at Water Street Healthcare Partners and Tower Three Partners.
Previously, he was chairman and chief executive officer of Magellan Health Services. Prior to that,
he was founder and chairman and chief executive officer of Internet Healthcare Group and chairman,
president and chief executive officer of Prudential Healthcare, Inc. In addition, Mr. Shulman
co-founded Value Health, Inc. and has worked at CIGNA HealthPlan and at Kaiser Permanente. Mr.
Shulman serves on numerous Boards,
including CareCentrix, Access MediQuip, Health Plan Holdings, HealthMarkets, Digital Insurance
and Broadlane. He has a B.A. in economics and a Masters in health services administration from
SUNY at Stony Brook. He also completed the advanced management program at Stanford University
Graduate School of Business.
CHS to Nominate Full Slate of Independent Directors For Election at Tenets 2011 Annual Meeting
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January 14, 2011
Daniel S. Van Riper Mr. Van Riper, 70, has over four decades of corporate finance,
accounting and strategic planning experience and currently serves as an independent financial
consultant. He was previously senior vice president and chief financial officer of Sealed Air
Corporation. Before that, Mr. Van Riper, a certified public accountant, was a partner at KPMG
where he worked with hospitals, assisted living centers, pharmaceutical and biotech companies,
nursing home chain and home health and other service provider clients. He received his B.S. degree
in accounting with honors and an MBA in economics and finance from Rutgers University. He is a
member of the board of directors of Hubbell Incorporated and 3D Systems Corporation and a former
director of Millennium Chemicals Inc., New Brunswick Scientific Co., Inc., Globecomm Systems Inc.
and DOV Pharmaceutical, Inc.
David J. Wenstrup Mr. Wenstrup, 46, is currently working with the Clinton Climate
Initiative advising governments on solar energy policy and assisting them in developing and
financing large solar parks. Previously, Mr. Wenstrup was a managing director at Warburg Pincus
and a consultant with The Boston Consulting Group. Mr. Wenstrup is a former member of the board of
Medical Staffing Network. He received his B.S. degree in electrical engineering from Northwestern
University in 1987 and his M.S. degree in management and electrical engineering from Massachusetts
Institute of Technology, Sloan School of Management.
The alternate candidates will be:
James O. Egan Mr. Egan, 62, is a senior executive with broad-based international business
experience across multiple industries through a combination of Board governance, principal
investing, active ownership of investee companies, and hands-on chief financial officer experience.
Mr. Egan currently serves as non-executive chair of PHH Corporation. Previously, he was managing
director, Global Private Equity at Investcorp International, Inc., and has served on a number of
boards, including CSK Auto Corporation, Harborside Healthcare Corporation, Jostens, Neptune
Technology Group, Inc., SI Corporation, Stratus Technologies, Werner Holding Co. and Independent
Wireless One. A former CPA, Mr. Egan received a B.S. in accounting from St. Johns University.
Jon Rotenstreich Mr. Rotenstreich, 67, is the managing partner of RF Partners, a financial
advisory and investment firm, and a founding principal of Bayer Properties Inc., a national real
estate development company. Mr. Rotenstreich has had a diverse 40-year career as a senior
executive in financial service and insurance industries, including senior executive positions at
TIG Holdings, Inc., Torchmark Corporation, United Investors Management Company and IBM Corporation.
He was previously a general partner and managing director of Salomon Brothers. Mr. Rotenstreich
is a trustee and member of the executive committee of Montefiore Medical Center and a trustee of
WNYC Foundation. He is a graduate of the University of Alabama.
Gary M. Stein Mr. Stein, 60, has more than 30 years of experience as a healthcare executive
and is currently a principal at the Stein Consultancy, L.L.C. He served as president, chief
executive officer and director of Touro Infirmary Health System, chairman of the Metropolitan
Hospital Council of Greater New Orleans, diplomat with American College of Health Care Executives
and a trustee of the Louisiana Hospital
Association. Mr. Stein holds a M.A. in health care administration from George Washington
University and a B.A. from Queens College in economics and sociology.
Larry D. Yost Mr. Yost, 72, served a four-year term as chairman of the board and chief
executive officer of ArvinMeritor, Inc., a $9 billion automotive supplier. Prior to its merger
with Arvin, Inc., Mr. Yost served as chairman and chief executive officer of Meritor Automotive
Inc. Previously, he was president of Rockwell Automotive. He currently serves as chairman of the
board of Kennametal Inc. and Intermec, Inc. and is a former director of Milacron Inc. and Actuant
Corporation. Mr. Yost received a bachelors degree in industrial management from the Milwaukee
School of Engineering and attended Cleveland State and Case Western Reserve universities.
CHS to Nominate Full Slate of Independent Directors For Election at Tenets 2011 Annual Meeting
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January 14, 2011
Credit Suisse is acting as financial advisor, Kirkland & Ellis LLP as legal counsel and D. F.
King & Co. as proxy solicitor for CHS. Wilmer Cutler Pickering Hale and Dorr LLP is providing
legal advice to the nominees.
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is the
largest publicly traded hospital company 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 126 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, 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 communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities. This presentation 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 Tenets 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
CHS to Nominate Full Slate of Independent Directors For Election at Tenets 2011 Annual Meeting
Page 5
January 14, 2011
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 Tenets 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 CHSs directors and executive officers is available in its
proxy statement for CHSs 2010 annual meeting of stockholders, which was filed with the SEC on
April 9, 2010. 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 Tenets
2011 annual meeting of shareholders.
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Media Contacts:
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Investor Contacts: |
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Tomi Galin
VP Corporate Communications
615-628-6607
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W. Larry Cash
EVP & CFO
615-465-7000 |
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George Sard/Brooke Gordon
Sard Verbinnen & Co
212-687-8080
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Lizbeth Schuler
VP Investor Relations
615-465-7000 |