8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: October 31, 2001
(Date of earliest event reported)

Commission file number: 1-7293

TENET HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)

Nevada
(State or Incorporation) 95-2557091
(I.R.S. Employer
Identification No.)

3820 State Street
Santa Barbara, California 93105
(Address of principal executive offices, including zip code)

(805) 563-7000
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

ITEM 7. Financial Statements, Pro Forma Financial Statements And Exhibits.

(c)

Exhibits

Exhibit No.	Description
99.1	Press release dated October 30, 2001
99.2	Press release dated October 31, 2001

ITEM 9. Regulation FD Disclosure

    On October 30, 2001, Tenet Healthcare Corporation, a Nevada corporation (the "Company"), announced that it increased its previously announced private placement of $1 billion of debt securities to $2 billion, issuing 5-year, 10-year and 30-year notes. The Company announced that it priced the issues as follows:

•

$550 million of 5³/8% Senior Notes due 2006 priced at 99.529%;



•

$1 billion of 6³/8% Senior Notes due 2011 priced at 99.370%; and



•

$450 million of 6⁷/8% Senior Notes due 2031 priced at 92.767%.

A press release announcing the debt offering is attached as an exhibit to this Current Report on Form 8-K.

    On October 31, 2001, the Company announced that it launched tender offers for six series of its notes, totaling $1.7 billion of its outstanding debt. The Company is tendering, without a consent solicitation, for all $628,340,000 of the 8?% Senior Subordinated Notes due 2007. The Company also launched cash tender offers and consent solicitations for the following five series of senior notes:

•

all $200,464,000 of the 7⁷/8% Senior Notes due 2003;



•

all $227,979,000 of the 8⁵/8% Senior Notes due 2003;



•

all $405,629,000 of the 8% Senior Notes due 2005;



•

all $157,690,000 of the 7⁵/8% Senior Notes due 2008; and



•

all $99,450,000 of the 9¹/4% Senior Notes due 2010.

A press release announcing the tender offers is attached as an exhibit to this Current Report on Form 8-K.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENET HEALTHCARE CORPORATION
By:	/s/ STEPHEN D. FARBER Stephen D. Farber Senior Vice President and Treasurer

Date: October 31, 2001

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated October 30, 2001
99.2	Press release dated October 31, 2001

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FORM 8-K
ITEM 7. Financial Statements, Pro Forma Financial Statements And Exhibits.
ITEM 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT INDEX

EX-99.1

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EXHIBIT 99.1

Tenet Healthcare Corporation Headquarters Office 3820 State Street Santa Barbara, CA 93105 Tel 805.563.6855 Fax 805.563.6871 http://www.tenethealth.com		N E W S  R E L E A S E
	Contacts:	Investors:	Paul Russell (805) 563-7188 Diana Takvam (805) 563-6883
		Media:	Harry Anderson (805) 563-6816

Tenet Prices $2 Billion Investment Grade Debt Issue

SANTA BARBARA, Calif.—Oct. 30, 2001—Tenet Healthcare Corporation (NYSE: THC) today announced that it has increased its previously announced private placement of $1 billion of debt securities to $2 billion, issuing tranches of 5-year, 10-year and 30-year notes. The company priced the issues today, as follows:

•

$550 million of 5³/8% Senior Notes due 2006 priced at 99.529%



•

$1 billion of 6³/8% Senior Notes due 2011 priced at 99.370%



•

$450 million of 6⁷/8% Senior Notes due 2031 priced at 92.767%

    Tenet intends to use the net proceeds of the offering to repay debt and for other corporate purposes.

    The company offered the Notes to qualified institutional buyers through a private placement pursuant to rule 144A. Because the Notes are being offered through a private placement, they have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

#  #  #

Certain statements in this release may constitute forward-looking statements. They are based on management's current expectation and could be affected by numerous factors and are subject to various risks and uncertainties. Certain of those risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K and quarterly reports of Form 10-Q. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

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Tenet Prices $2 Billion Investment Grade Debt Issue

EX-99.2

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EXHIBIT 99.2

Tenet Healthcare Corporation Headquarters Office 3820 State Street Santa Barbara, CA 93105 Tel 805.563.6855 Fax 805.563.6871 http://www.tenethealth.com		N E W S  R E L E A S E
	Contacts:	Investors:	Paul Russell (805) 563-7188 Diana Takvam (805) 563-6883
		Media:	Harry Anderson (805) 563-6816

Tenet Launches $1.7 Billion Tender Offer

SANTA BARBARA, Calif.—Oct. 31, 2001—Tenet Healthcare Corporation (NYSE: THC) today announced that it has launched tender offers for six series of its notes, totaling $1.7 billion of its outstanding debt. The move follows the successful sale yesterday of $2 billion of senior debt in a transaction slated to close Nov. 6.

    Tenet is launching a cash tender offer without a consent solicitation for one series of its senior subordinated notes, and cash tender offers with consent solicitations for five series of its senior notes.

    The company is tendering, without a consent solicitation, for all $628,340,000 of the 8⁵/8% Senior Subordinated Notes due Jan. 15, 2007. The purchase price to be paid for each $1,000 principal amount tendered will be 105.4% of the principal amount plus accrued and unpaid interest. The tender offer for the senior subordinated notes is expected to remain open until 5:00 p.m. EDT on Tues. Nov. 6, 2001. The company intends to call on Jan. 15, 2002, all bonds not so tendered; the call price at that time will be 104.313% of the principal amount.

    The company also launched cash tender offers and consent solicitations for the following five series of senior notes:

•

all $200,464,000 of the 7⁷/8% Senior Notes due Jan. 15, 2003. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 50 basis points over the yield of the 4.75% U.S. Treasury Note due Jan. 31, 2003, which includes the additional payment described below.



•

all $227,979,000 of the 8⁵/8% Senior Notes due Dec. 1, 2003. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 50 basis points over the yield of the 4.25% U.S. Treasury Note due Nov. 15, 2003, which includes the additional payment described below.



•

all $405,629,000 of the 8% Senior Notes due Jan. 15, 2005. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 62.5 basis points over the yield of the 5.875% U.S. Treasury Note due Nov. 15, 2004, which includes the additional payment described below.



•

all $157,690,000 of the 7⁵/8% Senior Notes due June 1, 2008. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 75 basis points over the yield of the 5.625% U.S. Treasury Note due May 15, 2008, which includes the additional payment described below.

•

all $99,450,000 of the 9¹/4% Senior Notes due Sept. 1, 2010. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 75 basis points over the yield of the 5% U.S. Treasury Note due Aug. 15, 2011, which includes the additional payment described below.

    Yields for each of the five treasury notes referenced above will be calculated at 3:00 p.m. EDT on Nov. 27, 2001. The tender offers for the senior notes are expected to remain open until 5:00 p.m. EDT on Thursday Nov. 29, 2001.

    Concurrent with the tender offers for the senior notes, Tenet is soliciting consents to eliminate or modify substantially all of the covenants in the indenture governing each series of senior notes so that they conform to the covenants in the indenture governing Tenet's senior unsecured notes expected to be issued on Nov. 6, 2001. Tenet will pay $20 per $1,000 principal amount to the holders of each series of senior notes described above who tender their notes and deliver their consents at or prior to 5:00 p.m. EDT on Nov. 14, 2001; this payment is included in the amounts cited above.

    The tender offer for each series of senior notes is contingent upon the holders of a majority in aggregate principal amount of each series of notes consenting to the indenture amendments. Tendered senior notes of each series may be withdrawn at any time prior to the satisfaction of this consent condition.

    Tendered senior subordinated notes will be accepted for purchase upon tender and may not be withdrawn once accepted.

    Tenet will purchase the tendered notes with the proceeds from the sale earlier this week of its senior unsecured notes. In that transaction, the company sold $550 million of 5³/8% Senior Notes due 2006, $1 billion of 6³/8% Senior Notes due 2011 and $450 million of 6⁷/8% Senior Notes due 2031. These notes are expected to be issued on Nov. 6, 2001 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

    This release is neither an offer to purchase nor a solicitation of an offer to sell the notes. The offers are made only by the Offer to Purchase relating to the senior subordinated notes, and the Offer to Purchase and Consent Solicitation Statement relating to the senior notes, both dated Oct. 31, 2001, and related documents. Information regarding the pricing, tender and delivery procedures and conditions of the tender offers and consent solicitations are contained in the corresponding Offer to Purchase and the Offer to Purchase and Consent Solicitation Statement.

    Documents may be obtained by contacting Mellon Investor Services LLC, the information agent, at (888) 213-0972 with respect to the senior subordinated notes and (800) 957-3110 with respect to the senior notes. Any questions may be directed to the dealer-managers for the tender offers and consent solicitations: Please contact The Liability Management Group of Salomon Smith Barney Inc. at (800) 558-3745, or The Liability Management Group of Credit Suisse First Boston at (800) 820-1653.

    Tenet Healthcare, through its subsidiaries, owns and operates 113 acute care hospitals with 28,053 beds and numerous related health care services. The company employs approximately 111,000 people serving communities in 17 states and services its hospitals from a Dallas-based operations center. Tenet's name reflects its core business philosophy: the importance of shared values among partners—including employees, physicians, insurers and communities—in providing a full spectrum of health care. Tenet can be found on the World Wide Web at www.tenethealth.com.

#  #  #

Certain statements in this release may constitute forward-looking statements. They are based on management's current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Certain of those risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K and quarterly reports on Form 10-Q. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

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Tenet Launches $1.7 Billion Tender Offer