<PAGE>
SUPPLEMENT NO. 5 DATED FEBRUARY 18, 1997
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, as supplemented by
Supplement No. 1 dated December 2, 1996, Supplement No. 2 dated December 9,
1996, Supplement No. 3 dated January 6, 1997 and Supplement No. 4 dated January
13, 1997, 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 Selling Securityholders in the table
below are identified by this supplement. The Notes beneficially owned by each of
such Selling Securityholders were previously listed in the Prospectus under the
name of the nominee or Depository Trust Company participant holding the Notes
for the benefit of the Selling Securityholder. 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>
Reliant Trading $2,049,000 1.6% 59,912 *
Shepherd Trading Limited $4,651,000 3.7% 135,994 *
</TABLE>
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* Less than 1%.
(1) Assumes conversion of the full amount of Notes held by such holder at the
current conversion 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
January 31, 1997, 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.
