<PAGE>
SUPPLEMENT NO. 1 DATED DECEMBER 2, 1996
TO PROSPECTUS DATED SEPTEMBER 3, 1996
RELATING TO $125,000,000 PRINCIPAL AMOUNT 5 5/8% CONVERTIBLE
SUBORDINATED NOTES DUE 2006 AND
3,654,971 SHARES OF
RENAL TREATMENT CENTERS, INC.
COMMON STOCK, $.01 PAR VALUE
All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated September 3, 1996, forming a part of Form S-3
Registration Statement No. 333-10839.
The purpose of this supplement is to provide additional information
regarding the Selling Securityholders. The following Selling Securityholders
are identified by this supplement. The table has been prepared based upon
information furnished to the Company by or on behalf of the Selling
Securityholders identified therein.
<TABLE>
<CAPTION>
Principal
Amount of Notes Number of
Beneficially Conversion Percentage
Owned Percentage Shares of Common
That May of Notes That May Stock Out-
Name Be Sold Outstanding Be Sold (1) standing (2)
- ---- ------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
SMM Co BV $50,000 * 1,461 *
Trust Company of the West $1,000,000 * 29,239 *
- --------------------------
</TABLE>
* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at the
initial rate of $34.20 in principal amount of Notes per share of Common
Stock. Under the terms of the Indenture, fractional shares will not be
issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act based upon the 24,393,056 shares of Common Stock outstanding as of
November 8, 1996, treating as outstanding the number of Conversion Shares
shown as being issuable upon the assumed conversion by the named holder of
the full amount of such holder's Notes but not assuming the conversion of
the Notes of any other holders.
Other than their ownership of the Company's securities, none of the
foregoing Selling Securityholders has had any material relationship with the
Company within the past three years.
