RENAL TREATMENT CENTERS INC /DE/
8-K, 1996-06-03
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>
 
                       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 28, 1996
                                                          ------------ 



                         RENAL TREATMENT CENTERS, INC.
       ----------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



    Delaware                      1-14142                       23-2518331 
- -------------------------------------------------------------------------------
(State or other                 (Commission                   (IRS Employer
jurisdiction of                 File Number)              Identification Number)
incorporation)     
                       



   1180 W. Swedesford Road, Building Two, Suite 300, Berwyn, PA       19312
   ------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip Code)



      Registrant's telephone number, including area code: (610) 644-4796
                                                          -------------- 



                                      N/A
         ------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 5.  Other Events.
- ------   ------------ 

     In a news release issued on May 28, 1996, Renal Treatment Centers, Inc.
(the "Company") announced that it will commence an offering of approximately
$125,000,000 of Convertible Subordinated Notes due 2006 in accordance with Rule
144A and Regulation S under the Securities Act of 1933, as amended.  A copy of
the news release is attached to this Report and incorporated herein by
reference.

Item 7.  Financial Statements and Exhibits.
- ------   --------------------------------- 

         (c)  Exhibits

99.1     Press release dated May 28, 1996 issued by Renal Treatment Centers, 
         Inc.


                                      -2-
<PAGE>
 
                                   SIGNATURES
                                   ----------


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


                                    RENAL TREATMENT CENTERS, INC.



Date: May 28, 1996                  By: /s/ Ronald H. Rodgers, Jr.
                                       ---------------------------
                                       Ronald H. Rodgers, Jr.
                                       Vice President of Finance
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit                                                            
Number       Description                                           
- ------       -----------                                           


99.1         Press release dated May 28, 1996 issued by 
             Renal Treatment Centers, Inc.

<PAGE>
 
                                                                    EXHIBIT 99.1




FOR IMMEDIATE RELEASE

Contact:  Frederick C. Jansen               Ronald H. Rodgers, Jr.
          Executive Vice President and      Vice President - Finance
          Chief Financial Officer           (610) 644-4796
          (610) 644-4796


                   RENAL TREATMENT CENTERS ANNOUNCES PRIVATE
                  PLACEMENT OF CONVERTIBLE SUBORDINATED NOTES

Berwyn, Pennsylvania (May 28, 1996) - Renal Treatment Centers, Inc. (NYSE:RXT)
today announced that it will commence an offering of approximately $125,000,000
of Convertible Subordinated Notes due 2006.  The Company intends to use the
proceeds of the offering for the repayment of indebtedness, acquisitions,
development of additional dialysis centers, capital expenditures and general
corporate purposes.  The offering is expected to be completed in mid-June 1996.

          The Convertible Subordinated Notes will be offered under Rule 144A and
Regulation S, and, therefore, have not been registered under the Securities Act
of 1933, as amended, or applicable state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.


                                     -###-


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