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Morningstar® Document Research℠ FORM 10-K405 TENET HEALTHCARE CORP - THC Filed: August 27, 1999 (period: May 31, 1999) Annual report filed under Regulation S-K Item 405 (Discontinued) The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 1999. OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NUMBER: I-7293 ------------------------ TENET HEALTHCARE CORPORATION (Exact name of Registrant as specified in its charter) NEVADA 95-2557091 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3820 STATE STREET 93105 SANTA BARBARA, CALIFORNIA (Zip Code) (Address of principal executive offices) AREA CODE (805) 563-7000 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock................................................... New York Stock Exchange Pacific Stock Exchange Preferred Stock Purchase Rights................................ New York Stock Exchange Pacific Stock Exchange 9 5/8% Senior Notes due 2002................................... New York Stock Exchange 7 7/8% Senior Notes due 2003................................... New York Stock Exchange 8 5/8% Senior Notes due 2003................................... New York Stock Exchange 6% Exchangeable Subordinated Notes due 2005.................... New York Stock Exchange 8% Senior Notes due 2005....................................... New York Stock Exchange 10 1/8% Senior Subordinated Notes due 2005..................... New York Stock Exchange 8 5/8% Senior Subordinated Notes due 2007...................... New York Stock Exchange 7 5/8% Series B Senior Notes due 2008.......................... New York Stock Exchange 8 1/8% Series B Senior Subordinated Notes due 2008............. New York Stock Exchange ------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III Source: TENET HEALTHCARE CORP, 10-K405, August 27, 1999 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. of this Form 10-K or any amendments to this Form 10-K. /X/ As of July 31, 1999, there were 311,341,137 shares of Common Stock outstanding. The aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant, based on the closing price of these shares on the New York Stock Exchange, was $5,579,900,260. For the purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates. Portions of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1999, have been incorporated by reference into Parts I, II and IV of this Report. Portions of the definitive Proxy Statement for the Registrant's 1999 Annual Meeting of Shareholders have been incorporated by reference into Part III of this Report. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS FORM 10-K ANNUAL REPORT--1999 TENET HEALTHCARE CORPORATION AND SUBSIDIARIES PAGE ----- PART I Item 1. Business...................................................................................... 1 Item 2. Properties.................................................................................... 23 Item 3. Legal Proceedings............................................................................. 23 Item 4. Submission of Matters to a Vote of Security Holders........................................... 24 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................... 24 Item 6. Selected Financial Data....................................................................... 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................................... 24 Item 8. Financial Statements and Supplementary Data................................................... 24 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......... 24 PART III Item 10. Directors and Executive Officers of the Registrant............................................ 25 Item 11. Executive Compensation........................................................................ 25 Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 25 Source: TENET HEALTHCARE CORP, 10-K405, August 27, 1999 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Item 13. Certain Relationships and Related Transactions................................................ 25 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K............................. 26 ------------------------ Note: The responses to Items 5 through 8, Item 12 and portions of Items 1, 3, 10, 11 and 14 are included in the Registrant's Annual Report to Shareholders for the year ended May 31, 1999, or the definitive Proxy Statement for the Registrant's 1999 Annual Meeting of Shareholders. The required information is incorporated into this Report by reference to those documents and is not repeated herein. PART I ITEM 1. BUSINESS GENERAL Tenet Healthcare Corporation (together with its subsidiaries, "Tenet", the "Registrant" or the "Company") is the second-largest investor-owned health care services company in the United States. At May 31, 1999, Tenet's subsidiaries and affiliates (collectively "subsidiaries") owned or operated 130 general hospitals with 30,791 licensed beds and related health care facilities serving urban and rural communities in 18 states, and held investments in other health care companies. The related health care facilities included a small number of rehabilitation hospitals, specialty hospitals, long-term care facilities and psychiatric facilities and many medical office buildings located on the same campus as, or nearby, its general hospitals, various ancillary health care businesses, including outpatient surgery centers, home health care agencies, occupational and rural health care clinics, health maintenance organizations, a preferred provider organization, a managed care insurance company and physician practices. Tenet intends to continue its strategic acquisitions of and partnerships or affiliations with additional general hospitals and related health care businesses in order to expand and enhance its integrated health care delivery systems. Tenet has grown substantially over the past several years through corporate acquisitions and acquisitions of individual facilities. On March 1, 1995, Tenet acquired the parent company of American Medical International, Inc., now known as Tenet HealthSystem Medical, Inc. ("TH Medical"), in a transaction accounted for as a purchase. At the time it was acquired, TH Medical owned 35 general hospitals as well as related health care businesses. On January 30, 1997, Tenet acquired OrNda HealthCorp ("OrNda"), now known as Tenet HealthSystem HealthCorp ("TH HealthCorp"), in a transaction accounted for as a pooling-of-interests (the "Merger"). Accordingly, the consolidated financial statements incorporated herein by reference and all statistical data shown herein prior to the Merger were restated in fiscal 1997 to include the accounts and results of operations of OrNda for all periods presented (subsequent periods were not restated). At the time it was acquired,