<PAGE>
PROSPECTUS
482,377 Shares
RENAL TREATMENT CENTERS, INC.
Common Stock
($.01 par value)
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This Prospectus relates to 482,377 shares (the "Shares") of Common Stock,
$.01 par value, of Renal Treatment Centers, Inc. (the "Company") that were
acquired by certain stockholders of the Company (the "Selling Stockholders") in
private transactions. See "Selling Stockholders." Some or all of the shares of
Common Stock to which this Prospectus relates may be sold from time to time by
the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders, at public or private sale at
prevailing market prices, prices related to prevailing market prices, negotiated
prices or fixed prices (and, in the case of sales through brokers, upon payment
of normal brokerage commissions). The Company will not receive any of the
proceeds from the sale of the shares of Common Stock offered hereunder by the
Selling Stockholders.
The Common Stock of the Company is quoted on the New York Stock Exchange
under the symbol "RXT." The last reported sale price of the Common Stock on the
New York Stock Exchange on September 13, 1996 was $32 7/8 per share.
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
See "Risk Factors" beginning on page 2 for a discussion of certain factors
that should be considered by prospective purchasers of the securities offered
hereby.
This Prospectus does not constitute an offer to sell securities in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
No person has been authorized by the Company to give any information or to
make any representations, other than as contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon.
Neither delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
Unless the context otherwise requires, the term "Company" refers to Renal
Treatment Centers, Inc. and its subsidiaries.
The date of this Prospectus is September 16, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: Seven World Trade Center, Suite 1300, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, the Commission maintains a Web site that contains such materials at
http://www.sec.gov. The Company's Common Stock is listed on the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and such reports, proxy
statements and other information concerning the Company can be inspected at such
Exchange.
The Company has filed with the Commission a Registration Statement (which
term shall include all amendments, exhibits and schedules thereto) on Form S-3
under the Securities Act of 1933 (the "Securities Act") with respect to the
Securities offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any document referred to are not necessarily complete. With respect to each
such document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such reference.
<PAGE>
RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of the Securities Act. Actual results could differ materially from
those projected in the forward-looking statements as a result of certain of the
risk factors set forth below and certain other factors set forth elsewhere in
this Prospectus. In addition to the other information contained and
incorporated by reference in this Prospectus, the following risk factors should
be considered carefully in evaluating the Company and its business before
purchasing the Shares offered hereby.
Dependence on Medicare, Medicaid and Other Sources of Reimbursement
The Company is reimbursed for dialysis services primarily at fixed rates as
established in advance under the Medicare End Stage Renal Disease ("ESRD")
program. Under this program, once a patient becomes eligible for Medicare
reimbursement, Medicare is responsible for payment of approximately 80% of the
composite rate for dialysis treatment. The composite rate is determined by the
Health Care Financing Administration ("HCFA") for reimbursement of Medicare
patients. Approximately 65% and 58% of the Company's net patient revenue during
the year ended December 31, 1995 and the six months ended June 30, 1996,
respectively, was funded by Medicare. Since 1983, numerous Congressional
actions have resulted in changes in the Medicare composite reimbursement rate
from a national average of $138 per treatment in 1983 to a low of $125 per
treatment on average in 1986 and to approximately $126 per treatment on average
at present. The Company is not able to predict whether future rate changes will
be made. Reductions in composite rates could have a material adverse effect on
the Company's revenues and net earnings. Furthermore, increases in operating
costs that are subject to inflation, such as labor and supply costs, without a
compensating increase in prescribed rates, may adversely affect the Company's
earnings in the future. The Company is also unable to predict whether certain
services, as to which the Company is currently separately reimbursed, may in the
future be included in the Medicare composite rate.
Since June 1, 1989, the Medicare ESRD program has provided reimbursement
for the administration to dialysis patients of erythropoietin ("EPO"), a drug
that is beneficial in the treatment of anemia, a complication experienced by
most dialysis patients. Most of the Company's dialysis patients receive EPO.
Revenues associated with the administration of EPO are significant to the
Company and the Company cannot predict future changes in the reimbursement rate,
the typical dosage per administration or the cost of EPO. EPO is produced by
only one manufacturer, and any interruption of supply could adversely affect the
Company's operations.
All of the states in which the Company currently operates dialysis centers
provide Medicaid (or comparable) benefits to qualified recipients to supplement
their Medicare entitlement. The Company estimates that approximately 4% of its
net patient revenue during the fiscal year ended December 31, 1995 and during
the six months ended June 30, 1996 was funded by Medicaid or comparable state
programs. The Medicaid programs are subject to statutory and regulatory
changes, administrative rulings, interpretations of policy and governmental
funding restrictions, all of which may have the effect of decreasing program
payments, increasing costs or modifying the way the Company operates its
dialysis business.
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Approximately 31% and 38% of the Company's net patient revenue during the
fiscal year ended December 31, 1995 and during the six months ended June 30,
1996, respectively, was from sources other than Medicare and Medicaid. These
sources include payments from third-party, non-government payors and payments
from hospitals with which the Company has agreements for the provision of
inpatient acute dialysis treatments, in each case at rates that generally exceed
the Medicare and Medicaid rates. Any restriction or reduction of the Company's
ability to charge for such services at rates in excess of those paid by Medicare
would adversely affect the Company's net patient revenue and net income. The
Company is unable to quantify or predict the degree, if any, of the risk of
reductions in payments under these various payment plans.
In March 1996, HCFA published a request for proposals from managed care
companies to arrange for the treatment of ESRD patients on a large scale for the
first time. Currently, managed care companies are only permitted to arrange for
the treatment of existing members in their programs who develop ESRD. Formal
bids were due on or before May 17, 1996. HCFA has announced its intention to
choose, from those companies submitting proposals, approximately four managed
care companies that will be allowed to recruit ESRD patients beginning in mid-
1997 in a test program. The results of the test program will determine whether
HCFA will open up the market to additional managed care companies. The Company
is unable to predict whether the test program will result in large numbers of
ESRD patients enrolling in managed care programs, or the impact of the
enrollment of ESRD patients in managed care programs on the Company. The
widespread introduction of managed care to dialysis services could result in a
reduction in the rates of reimbursement for the Company's services, which could
have a material adverse effect on the Company's revenues and net earnings.
Operations Subject to, and Potential Effects of, Governmental Regulation
The Company is subject to extensive regulation by both the Federal
government and the states in which it conducts its business, including the
illegal remuneration provisions of the Social Security Act and similar state
laws, which impose civil and criminal sanctions on persons who solicit, offer,
receive or pay any remuneration, directly or indirectly, in consideration for
referring a patient for treatment that is paid for in whole or in part by
Medicare, Medicaid or similar state programs. In July 1991 and November 1992,
the Federal government published regulations that provide exceptions or safe
harbors for certain business transactions. Transactions that are structured
within the safe harbors are deemed not to violate the illegal remuneration
provisions. Transactions that do not satisfy all elements of a relevant safe
harbor do not necessarily violate the illegal remuneration statute, but may be
subject to greater scrutiny by enforcement agencies. The arrangements between
the Company and the physician directors of its dialysis centers ("Physician
Directors") have been structured to satisfy the elements of the applicable safe
harbors, but there can be no assurance that they will not be found to violate
the illegal remuneration provisions. However, certain of the Company's
Physician Directors from whom the Company has acquired dialysis centers have
received shares of the Company's Common Stock in full or partial consideration
for such acquisitions, and other Physician Directors may have purchased shares
of the Company's Common Stock in the open market, and such security ownership
does not fall within any of the safe harbors. Although the Company has never
been challenged under these statutes and believes it complies in all material
respects with these and all other applicable
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<PAGE>
laws and regulations, there can be no assurance that the Company will not be
required to change its practices or relationships with its Physician Directors
or that the Company will not experience material adverse effects as a result of
any such challenge.
The Omnibus Budget Reconciliation Act of 1989 includes certain provisions
("Stark I") that restrict physician referrals for clinical laboratory services
to entities with which a physician or an immediate family member has a financial
relationship. In August 1995, HCFA published regulations interpreting Stark I.
The regulations specifically provide that services furnished in an ESRD facility
that are included in the composite billing rate are excluded from the coverage
of Stark I. The Company believes that the language and legislative history of
Stark I indicate that Congress did not intend to include laboratory services
provided incidental to dialysis services within the Stark I prohibition;
however, laboratory services not included in the Medicare composite rate could
be included within the coverage of Stark I. Violations of Stark I are
punishable by civil penalties, which may include exclusion or suspension of a
provider from future participation in Medicare and Medicaid programs and
substantial fines. Due to the breadth of the statutory provisions, it is
possible that the Company's practices might be challenged under this law.
The Omnibus Budget Reconciliation Act of 1993 includes certain provisions
("Stark II") that restrict physician referrals for certain designated health
services to entities with which a physician or an immediate family member has a
financial relationship. The Company believes that the language and legislative
history of Stark II indicate that Congress did not intend to include dialysis
services and the services and items provided incident to dialysis services
within the Stark II prohibitions; however, certain services, including the
provision of, or arrangement and assumption of financial responsibility for,
outpatient prescription drugs, including EPO, and clinical laboratory services,
could be construed as designated health services within the meaning of Stark II.
Violations of Stark II are punishable by civil penalties, which may include
exclusion or suspension of the provider from future participation in Medicare
and Medicaid programs and substantial fines. Due to the breadth of the
statutory provisions and the absence of regulations or court decisions
addressing the specific arrangements by which the Company conducts its business,
it is possible that the Company's practices might be challenged under these
laws.
The Clinton administration's health care reform proposals, and other health
care reform proposals in general, have not addressed the Medicare ESRD program.
Nonetheless, health care reform in general, and Medicare reform in particular,
could bring radical change in the financing and regulation of the health care
business, and the Company is unable to predict the effect of such changes on its
future operations. Changes in reimbursement levels under Medicare or Medicaid
and changes in applicable governmental regulations could significantly affect
the Company's results of operations. It is uncertain at this time what
legislation on health care reform, if any, will ultimately be implemented or
whether other changes in the administration or interpretation of governmental
health care programs will occur. There can be no assurance that future health
care legislation or other changes in the administration or interpretation of
governmental health care programs will not have a material adverse effect on the
results of operations of the Company.
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<PAGE>
Risks Inherent in Growth Strategy
The Company's business strategy depends in significant part on its ability
to acquire or develop additional dialysis centers. This strategy is dependent
on the continued availability of suitable acquisition candidates and subjects
the Company to the risks inherent in assessing the value, strengths and
weaknesses of acquisition candidates, integrating and managing the operations of
acquired companies and identifying suitable locations for additional facilities.
The Company's growth is expected to place significant demands on the Company's
financial resources. The Company plans to borrow a significant portion of the
funds needed to acquire or develop centers in the future. While the Company's
credit facility with a consortium of bank lenders (the "Credit Agreement")
includes up to $100,000,000 for acquisition and development activities and
general working capital requirements, and the Company completed an offering of
$125,000,000 principal amount of 5 5/8% Convertible Subordinated Notes due 2006
on June 12, 1996, a portion of the proceeds of which will be used to fund future
acquisitions, additional equity or debt financings are expected to be required
in order for the Company to fund its expansion plans. There can be no assurance
that the Company will continue to be able to obtain necessary financing on
acceptable terms for the acquisition or development of centers or that the
Company will otherwise be successful in acquiring or developing new centers. No
assurance can be given that the Company will make any additional acquisitions or
develop any additional centers.
Dependence on Physician Referrals
The Company's centers are dependent upon referrals of ESRD patients for
treatment by physicians specializing in nephrology and practicing in the
communities served by the Company's dialysis centers. As is customary in the
dialysis industry, at each center one or a few physicians account for all or a
significant portion of the patient referral base. The loss of one or more key
referring physicians at a particular center could have a material adverse impact
on the operations of that center and could adversely affect the Company's
overall operations. Financial relationships with physicians and other referral
sources are highly regulated. The illegal remuneration provisions of the Social
Security Act and similar state laws prohibit contracts for referrals.
Competition
The dialysis industry is fragmented and highly competitive, particularly
from the standpoint of competition for acquisition of existing dialysis centers
and developing relationships with referring physicians. Competition for
qualified physicians to act as Physician Directors is also high. Also, a number
of health care providers have entered or may decide to enter the kidney dialysis
business. Certain of the Company's competitors have substantially greater
financial resources than the Company and may compete with the Company for
acquisitions and for development of centers in markets targeted by the Company.
There can be no assurance that the Company can continue to compete effectively
with such providers. In addition, competition has increased the cost of
acquiring existing dialysis facilities and there can be no assurance that these
costs will not continue to increase as a result of future industry
consolidation. Furthermore, some of the Company's centers are in urban areas
where there are many competing facilities in close proximity. The Company has
also experienced competition from the establishment of facilities by former
Physician Directors and referring physicians.
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Dependence on Key Personnel
The Company is dependent on certain key management personnel, particularly
its President and Chief Executive Officer, Robert L. Mayer, Jr., the loss of
whom could have an adverse effect on the Company's business. Moreover, the
Company believes that its future success will be significantly dependent on its
ability to attract and retain qualified physicians to serve as Physician
Directors of its dialysis centers. In addition, the Company will need to
continue to attract and retain highly skilled nurses, competition for whom is
intense.
Volatility of Market Price of Common Stock
The trading price of the Common Stock is subject to significant
fluctuations in response to variations in quarterly operating results, general
conditions in the health care industry, changes in the regulatory environment
and other factors.
Shares Eligible for Future Sale
Of the 24,258,767 outstanding shares of Common Stock as of August 16, 1996,
21,552,311 shares were freely tradeable and 2,706,456 shares were restricted and
therefore not freely tradeable. Of the restricted shares, 2,206,321 shares had
been registered under the Securities Act on shelf registration statements and
were eligible for sale in the public market as of August 16, 1996. An
additional 482,377 of the restricted shares are the Shares offered by this
Prospectus, which have also been registered on a shelf registration statement.
The remaining 17,758 restricted shares and 1,740,488 shares subject to exercise
of outstanding options as of August 16, 1996 will become eligible for future
sale in the public market at prescribed times pursuant to applicable regulations
and, with respect to options, as they are exercised. Sales of a substantial
number of shares of Common Stock in the public market following the offering
made hereby could adversely affect prevailing market prices of the Common Stock.
Potential Anti-Takeover Effects of Delaware Law and By-law Provisions; Possible
Issuances of Preferred Stock
Certain provisions of Delaware law and the Company's By-Laws could delay or
impede the removal of incumbent directors and could make it more difficult for a
third party to acquire, or could discourage a third party from attempting to
acquire, control of the Company. Such provisions could limit the price that
certain investors might be willing to pay in the future for shares of the
Company's Common Stock. The Company's Board of Directors is divided into three
classes, with directors in each class elected for three-year terms. The By-Laws
impose various procedural and other requirements that could make it more
difficult for stockholders to effect certain corporate actions. Shares of
preferred stock may be issued by the Board of Directors without stockholder
approval on such terms and conditions, and having such rights, privileges and
preferences, as the Board may determine. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future. The Company has
no current plans to issue any shares of preferred stock.
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<PAGE>
THE COMPANY
The Company is a leading, high-quality provider of dialysis treatments
and ancillary services to patients suffering from chronic kidney failure,
primarily in its freestanding outpatient dialysis treatment centers or in the
patient's home. The Company currently operates 101 outpatient dialysis centers
in 21 states and the District of Columbia and one dialysis center in the
Republic of Argentina. As of July 31, 1996, the Company provided dialysis
services to approximately 7,000 patients. The Company also provided ancillary
medications and services to patients, the most significant of which is the
administration of EPO, a protein used to treat anemia, a complication
experienced by most dialysis patients. In addition, the Company provided
inpatient acute dialysis services to 79 hospitals located in its service areas
as of July 31, 1996. The Company has expanded rapidly, primarily through
acquisitions, increasing the number of dialysis centers in its network from 15
as of December 31, 1991 to its current level of 102 centers.
The Company is a Delaware corporation formed on August 11, 1988. Its
principal executive offices are located at 1180 West Swedesford Road, Building
2, Suite 300, Berwyn, Pennsylvania 19312, and its telephone number is (610) 644-
4796.
SELLING STOCKHOLDERS
The Shares covered by this Prospectus are, or may be, offered by the
Selling Stockholders. The Selling Stockholders are Ronald A. Sinicrope, M.D.,
Richard F. Walker, Jr., M.D. and Scott E. Dean, M.D.
The Selling Stockholders consist of the former shareholders of two
corporations (collectively, the "Florida Companies"), which operated a total of
two dialysis centers located in Florida. The Company acquired each of the
Florida Companies on July 23, 1996. The acquisition was structured as the
merger of each of the Florida Companies into a wholly owned subsidiary of the
Company. As a result of these mergers, the outstanding capital stock of the
Florida Companies, all of which was held by the Selling Stockholders, was
converted into an aggregate of 482,377 shares of the Company's Common Stock.
None of the Selling Stockholders, nor any affiliate of any of the
Selling Stockholders, is now, or ever has been, an officer, director or employee
of the Company. Nephrology Associates, P.A., a physician practice group with
which each of the Selling Stockholders is affiliated, however, provides
physician director services at the two dialysis centers acquired by the Company
pursuant to a physician director agreement with the Company. Nephrology
Associates, P.A. and the Selling Stockholders have also entered into certain
covenants not to compete with the Company that, for a specified period following
the acquisition of the Florida Companies by the Company, restrict each of the
Selling Stockholders from soliciting clients, employees or contractors of
certain of the acquired dialysis centers, from disclosing information relating
to the operations of certain of the acquired dialysis centers, and from any
involvement in the provision of dialysis services in specified geographic areas
surrounding the respective acquired dialysis centers.
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Pursuant to each of two separate Agreements and Plans of Merger dated
as of July 23, 1996 among the Company, a subsidiary of the Company, the Selling
Stockholders and the Florida Companies (collectively, the "Florida Merger
Agreements"), the Company granted the Selling Stockholders certain registration
rights with respect to the Shares. The Company has agreed to use reasonable and
diligent efforts to register the Shares within 75 days after July 23, 1996 on a
Form S-3 registration statement in a manner that will constitute a "shelf"
registration for purposes of Rule 415 under the Securities Act of 1933. The
Registration Statement is being filed by the Company in order to register the
Shares and fulfill the foregoing obligation of the Company.
Additional information as to the Selling Stockholders and their
beneficial ownership of the Company's Common Stock is set forth below. Except
as otherwise indicated, each Selling Stockholder has sole investment and voting
power with respect to the shares listed below.
<TABLE>
<CAPTION>
Common Stock To
Be Beneficially
Owned If All
Common Stock That May Be
Beneficially Offered
Owned Hereunder Are
On July 31, 1996 Shares That Sold
----------------- May Be Offered ---------------
Name Shares Percent Hereunder Shares Percent
------ ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C>
Ronald A. Sinicrope, M.D. 226,346 * 226,346 --- ---
Richard F. Walker, Jr., 226,346 * 226,346 --- ---
M.D.
Scott E. Dean, M.D. 29,685 * 29,685 --- ---
- ----------
</TABLE>
* Less than 1%.
Pledgees, donees or transferees of or other successors in interest to the
Selling Stockholders will be identified in a supplement to this Prospectus. If
the number of shares of Common Stock transferred is material, the new holders of
the shares transferred will also be identified in a post-effective amendment to
the Registration Statement.
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Shares by
the Selling Stockholders, or by pledgees, donees or transferees of or other
successors in interest to the Selling Stockholders, may be effected from time to
time in one or more transactions (which may involve block transactions) on the
New York Stock Exchange or such other exchange or market in which the Common
Stock may from time to time be trading, in negotiated transactions or in a
combination of any such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiat-
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ed prices or at fixed prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, including purchases
by a broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus. Such broker-dealers will receive compensation in
the form of discounts or commissions from the Selling Stockholders and may
receive commissions from the purchasers of Shares for whom such broker-dealers
may act as agents (which discounts or commissions from the Selling Stockholders
or such purchasers, if in excess of those customary for the types of
transactions involved, will be disclosed in a supplemental prospectus).
Any broker-dealer that participates with the Selling Stockholders in
the distribution of Common Stock may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, and any commissions or discounts received
by such broker-dealer and any profit on the resale of Shares by such broker-
dealer may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
Under the terms of the Florida Merger Agreements, the respective costs
and expenses of the registration of the Shares, except for underwriting or
selling discounts or commissions, will be paid by the Company. These costs and
expenses borne by the Company will include, without limitation, all registration
and filing fees, printing expenses and costs of special audits incident to or
required by the registration of the Shares.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereunder by the Selling Stockholders.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996, and Amendment No. 1 thereto on Form 10-Q/A filed June 6,
1996;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996;
(d) The Company's Current Report on Form 8-K dated February 20, 1996;
(e) The Company's Current Report on Form 8-K dated May 28, 1996;
(f) The Company's Current Report on Form 8-K dated May 29, 1996, and
Amendment No. 1 thereto on Form 8-K/A filed July 16, 1996;
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(g) The Company's Current Report on Form 8-K dated August 23, 1996;
(h) The Company's Current Report on Form 8-K dated September
16, 1996; and
(i) The description of the Company's Common Stock set forth in the
Company's Registration Statement No. 33-74994 on Form S-1, initially filed with
the Commission under the Securities Act on February 4, 1994, under the caption
"Description of Capital Stock -- Common Stock," which is incorporated by
reference in response to Item 1 of Registration Statement No. 1-14142 on Form 8-
A filed by the Company with the Commission on December 14, 1995 pursuant to
Section 12(b) of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
incorporated herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement and any statement
contained herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in any subsequently filed document
which is deemed to be incorporated by reference modifies or supersedes such
statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of such person, a copy of any or all
of the documents incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
herein). Such requests should be addressed to: Ronald H. Rodgers, Jr., Vice
President of Finance, Renal Treatment Centers, Inc., 1180 West Swedesford Road,
Building 2, Suite 300, Berwyn, Pennsylvania 19312 (telephone: 610-644-4796).
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby has been
passed upon for the Company by Duane, Morris & Heckscher, Philadelphia,
Pennsylvania. Thomas J. Karl, a partner of Duane, Morris & Heckscher, has
served as the Vice President, Secretary and General Counsel of the Company since
May 27, 1996, and is the beneficial owner of 1,540 shares of the Company's
Common Stock. Mr. Karl also holds options to purchase 180,000 shares of Common
Stock.
EXPERTS
The consolidated balance sheets and the supplemental consolidated
balance sheets of the Company and its subsidiaries as of December 31, 1995 and
1994 and the related consolidated statements of income, stockholders' equity and
cash flows and supplemental consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1995 incorporated by reference in this Prospectus have been incorporated
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by reference herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing, which reports are also incorporated by reference
herein.
The Company acquired Wichita Dialysis Group and Healthcare Corporation
and Affiliates in business combinations which have both been accounted for using
the pooling-of-interests method of accounting. The financial statements of
Wichita Dialysis Group and Healthcare Corporation and Affiliates as of December
31, 1993 and 1994 and for the years then ended were audited by Baird, Kurtz &
Dobson and Deloitte & Touche LLP, respectively, as stated in their reports
incorporated by reference herein, and the reports of Coopers & Lybrand L.L.P.,
insofar as they relate to the amounts included for Wichita Dialysis Group and
Healthcare Corporation and Affiliates, are based solely on the reports of Baird,
Kurtz & Dobson and Deloitte & Touche LLP, respectively, given upon the authority
of such firms as experts in accounting and auditing. Baird, Kurtz & Dobson and
Deloitte & Touche LLP are independent auditors.
The Company acquired KCDC/KCCC Group in a business combination that
has been accounted for using the purchase method of accounting. The combined
balance sheet of KCDC/KCCC Group as of December 31, 1995 and the related
combined statements of operations, stockholders' equity and cash flows for the
year then ended incorporated by reference in this Prospectus have been
incorporated by reference herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing, which report is also incorporated by reference
herein.
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