8-K

UNITED STATES

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 (Date of earliest event reported): May 6, 2011

TENET HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1445 Ross Avenue, Suite 1400, Dallas, Texas		75202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (469) 893-2200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 6, 2011, Tenet Healthcare Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Section 382 Rights Agreement dated as of January 7, 2011 (the “Rights Agreement”), between the Company and The Bank of New York Mellon, as rights agent. The Rights Agreement pertains to those certain contingent rights to purchase Series A Junior Participating Preferred Stock, par value $0.15 per share, of the Company.

The Amendment makes certain technical changes to the definition of “Beneficial Owner”, “Beneficial Ownership” and “beneficially own” in the Rights Agreement to clarify such definition in relation to Nevada Revised Statutes Section 78.345 (Election of Directors by Order of Court Upon Failure of Regular Election). The Company’s intention to enter into the Amendment was previously disclosed on March 16, 2011 in the opinion of the Second Judicial Court of the State of Nevada in and for the County of Washoe, dismissing the lawsuit filed in January 2011 by the Louisiana Municipal Police Employees’ Retirement Fund against the Company and its board of directors.

The foregoing summary of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

Item 3.03 Material Modification of Rights to Security Holders

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is filed as a part of this Report.

Exhibit No.	Description
4.1	Amendment dated as of May 6, 2011 to the Section 382 Rights Agreement dated as of January 7, 2011, between Tenet Healthcare Corporation and the Bank of New York Mellon, as rights agent.

SIGNATURE

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

	TENET HEALTHCARE CORPORATION,
Date: May 12, 2011	By:	/s/ Gary Ruff
		Name:	Gary Ruff
		Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment dated as of May 6, 2011 to the Section 382 Rights Agreement dated as of January 7, 2011, between Tenet Healthcare Corporation and the Bank of New York Mellon, as rights agent.

EX-4.1

Exhibit 4.1

EXECUTION COPY

AMENDMENT (this “Amendment”), dated as of May 6, 2011, to the SECTION 382 RIGHTS AGREEMENT, dated as of January 7, 2011 (the “Rights Agreement”), between TENET HEALTHCARE CORPORATION, a Nevada corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Rights Agent (the “Rights Agent”).

WHEREAS the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof; and

WHEREAS the Company desires to amend certain provisions of the Rights Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto hereby agree as follows:

SECTION 1. Amendment of Section 1. Section 1 of the Rights Agreement is hereby amended by replacing clause (iii) of the definition of “Beneficial Owner”, “Beneficial Ownership” and “beneficially own” in its entirety with the following:

“(iii) any securities that are Beneficially Owned, directly or indirectly, by any other Person, if such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) with such other Person or any of such other Person’s Affiliates or Associates for the purpose of acquiring, holding, voting (other than voting pursuant to a revocable proxy as described in the proviso to Section 1(f)(ii) hereof) or disposing of any securities of the Company, but only if the effect of such agreement, arrangement or understanding is to treat such Persons as an “entity” under Section 1.382-3(a)(1) of the Treasury Regulations; provided, however, that no such agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the Company shall be deemed to exist solely as a result of the fact that two or more un-Affiliated Persons collectively act to petition (or have an agreement, arrangement or understanding to collectively act to petition) a court under Nevada Revised Statutes Section 78.345 to order the Company to hold an election of directors; and”

SECTION 2. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.

SECTION 3. Governing Law. This Amendment shall be deemed to be a contract made under the law of the State of Nevada and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts to be made and performed entirely within such State; provided, however, that if any claims or actions are brought by or against the Rights Agent, the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

SECTION 4. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A facsimile or .pdf signature delivered electronically shall constitute an original signature for all purposes. This Amendment shall be effective as of the date hereof.

SECTION 6. Rights Agreement as Amended. From and after the date hereof, any reference to the Rights Agreement shall mean the Rights Agreement as amended hereby.

[Remainder of page intentionally left blank; signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

TENET HEALTHCARE CORPORATION,
by	/s/ Gary Ruff
	Name:	Gary Ruff
	Title:	Senior Vice President, General Counsel and Secretary

THE BANK OF NEW YORK MELLON, as Rights Agent
by	/s/ Sandra L. Moore
	Name:	Sandra L. Moore
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT TO SECTION 382 RIGHTS AGREEMENT]