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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): February 17, 1998
Renal Treatment Centers, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14142 23-2518331
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1180 West Swedesford Road, Building 2, Suite 300
Berwyn, PA 19312
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (610) 644-4796
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<PAGE>
Item 5. Other Events
On February 17, 1998, Renal Treatment Centers, Inc. (the
"Company") announced financial results for the year ended December 31,
1997.
On February 18, 1998, the Company announced that the holders of
its 5 5/8% Convertible Subordinated Notes due 2006 (the "Notes") will not
have the right to require the Company to repurchase the Notes at par (the
"Put Right") as a result of the anticipated merger of the Company with
Nevada Acquisition Corp. ("Merger Sub"), a Delaware corporation and a
wholly owned subsidiary of Total Renal Care Holdings, Inc. ("TRCH"), a
Delaware corporation, pursuant to the Agreement and Plan of Merger dated as
of November 18, 1997, among the Company, TRCH and Merger Sub.
A copy of the press release issued by the Company on February 17,
1998, with respect to its financial results for the year ended December 31,
1997, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. A copy of the joint press release issued by the Company and TRCH
on February 18, 1998, with respect to the Put Right is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release dated February 17, 1998
99.2 Press Release dated February 18, 1998
<PAGE>
SIGNATURES
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.
Renal Treatment Centers, Inc.
By: /s/ Ronald H. Rodgers, Jr.
Ronald H. Rodgers, Jr.
CFO and Vice President-Finance
February 18, 1998
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release dated February 17, 1998
99.2 Press Release dated February 18, 1998
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Ronald H. Rodgers, Jr.
Vice President - Finance and
Chief Financial Officer
610-644-4796
RENAL TREATMENT CENTERS ANNOUNCES
YEAR-END RESULTS
Berwyn, Pennsylvania (February 17, 1998) - Renal Treatment Centers, Inc.
(NYSE:RXT) today announced financial results for the year ended December
31, 1997.
Robert L. Mayer, Jr., chairman, president and chief executive officer
of Renal Treatment Centers, Inc. said, "Renal Treatment Centers has enjoyed
another successful year in terms of financial results, operational
performance, acquisitions, and the seamless integration of newly acquired
facilities. In 1997, the Company acquired 65 facilities and developed 11 de
novo facilities. We now operate 188 facilities in 24 states, the District
of Columbia and the Republic of Argentina, providing dialysis services to
over 13,400 patients."
For the fourth quarter ended December 31, 1997, revenues increased
48.2% to $97,999,269 compared with $66,148,647 for the same period in 1996.
Net income available to common stockholders for the quarter ended December
31, 1997, increased 34.3% to $9,916,655, or $0.33 per share based upon
29,972,526 fully diluted weighted average shares outstanding in the fourth
quarter, compared with net income available to common stockholders of
$7,384,155, or $0.25 per share based upon 29,391,531 fully diluted weighted
average shares outstanding in the same period last year.
For the year ended December 31, 1997, revenues increased 41.4% to
$332,939,155 from $235,396,566 in the same period in 1996. Net income
available to common stockholders for the year ended December 31, 1997,
increased 39.3% to $33,671,312, or $1.13 per share, compared with last
year's $24,169,535, or $0.87 per share, before nonrecurring merger expenses
and one-time tax charges related to the mergers.
Since the beginning of the fourth quarter, Renal Treatment Centers,
Inc. acquired 28 dialysis centers and 34 related acute care programs. The
dialysis centers acquired are:
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<PAGE>
RXT Announces Year-End Results
Page 2
February 17, 1998
<TABLE>
<CAPTION>
Effective
Treatment Patients
Clinic Centers Stations Served
<S> <C> <C> <C>
Domestic:
Tomball Dialysis, Inc., Tomball, TX 1 13 54
Palmerton Regional Dialysis Center, Inc.,
Palmerton, PA 1 9 39
Pocono Regional Dialysis Center, Inc., East
Stroudsburg, PA 1 15 45
Longview Dialysis Center, LLC, Longview, TX 2 40 202
Conroe Dialysis Center, PA, Conroe, TX 1 20 102
Satellite Dialysis Affiliated Companies,
California/Nevada 12 231 1,550
Dialysis Center of Norfolk, Norfolk, VA 1 12 31
Peninsula Dialysis Center, Inc., Newport
News, VA 1 24 75
Tri-City Dialysis Center, Inc., Hopewell, VA 1 16 52
J.D. Bell, M.D., P.A., Bedford, TX[1] 1 15 62
Life Care Dialysis Center, Inc., New York,
New York[1],[2] 1 25 260
- -- ---
23 420 2,472
-- --- -----
Argentina
Theradial S.A., Sanatorio Mitre/LaMerced 2 15 54
Theradial S.A., Quilmes[1] 1 5 20
Instituto Privada De Nefrologia S.A.,
Santiago del Estero[1] 1 17 86
Servicio De Nefrologia Del Hospital Regional
Espanol de Bahia Blanca S.R.L.[1] 1 8 33
- - --
5 45 193
- -- ---
Total 28 465 2,665
== === =====
</TABLE>
On November 19, 1997, Renal Treatment Centers and Total Renal Care
Holdings, Inc. announced that the companies have entered into a definitive
agreement to merge in a stock-for-stock transaction in which Total Renal
Care will exchange 1.335 shares for each Renal Treatment Center share in a
tax-free exchange. The merger, which requires the approval of
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1 Effective 1/1/98
2 Administrative Services Agreement
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<PAGE>
RXT Announces Year-End Results
Page 3
February 17, 1998
both companies' shareholders, is expected to be consummated on February 27,
1998.
In conclusion, Mr. Mayer said, "We are very excited about our pending
merger with Total Renal Care. Once the merger is completed, the combined
company will operate over 390 facilities serving approximately 29,400
patients. In addition, the Company will provide dialysis services to
approximately 2,000 patients in Argentina, the United Kingdom and Italy.
This merger will create a company with an even stronger operating and
financial base upon which to grow. I look forward to joining the Board of
Directors and working with the Total Renal Care management to ensure a
successful integration."
This press release contains forward-looking statements. The Company
cautions that a number of factors, including those expressed in its Annual
Report on Form 10-K for the year ended December 31, 1996, and unforseen
changes in economic conditions in the United States and the Republic of
Argentina, could cause actual results to differ materially from those
expressed in any forward-looking statements. There can be no assurances
that the pending transaction described above will occur in the period
expected, or at all.
Renal Treatment Centers, Inc. provides 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 188 dialysis centers in
24 states, the District of Columbia and the Republic of Argentina. In these
centers, the Company provides dialysis services for over 13,400 patients.
The Company also provides inpatient dialysis services to over 130
hospitals.
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<PAGE>
RXT Announces Year-End Results
Page 4
February 17, 1998
RENAL TREATMENT CENTERS, INC.
Consolidated Statements of Earnings
(Unaudiated)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
------------------------- ---------------------------
1997 1996 1997 1996
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues ...................... $ 97,999,269 $ 66,148,647 $332,939,155 $235,396,566
Operating costs and expenses ...... 70,862,283 50,200,964 246,884,591 179,896,315
Depreciation and amortization ..... 8,358,064 4,701,745 27,478,658 17,076,827
------------ ------------ ------------ ------------
Income from operations ............ 18,778,922 11,245,938 58,575,906 38,423,424
Interest expense, net ............. 4,542,130 1,406,388 11,637,567 4,384,043
------------ ------------ ------------ ------------
Income before merger costs and .... 14,236,792 9,839,550 46,938,339 34,039,381
taxes
Income taxes ...................... 5,409,981 3,640,633 17,686,892 12,594,570
------------ ------------ ------------ ------------
Net income before merger costs .... $ 8,826,811 $ 6,198,917 $ 29,251,447 $ 21,444,811
============ ============ ============ ============
Net income available to common
stockholders before merger costs .. $ 9,916,655 $ 7,384,155 $ 33,671,312 $ 24,169,535
============ ============ ============ ============
Weighted average shares outstanding 29,972,526 29,391,531 29,853,547 27,686,629
Earnings per share before merger
costs ............................. $ 0.33 $ 0.25 $ 1.13 $ 0.87
============ ============ ============ ============
Net income after merger costs and
one-time tax charges .............. $ 8,826,811 $ 6,198,917 $ 29,251,447 $ 19,290,265
============ ============ ============ ============
Net income available to common
stockholders after merger costs and
one-time tax charges .............. $ 9,916,655 $ 7,384,155 $ 33,671,312 $ 22,014,989
============ ============ ============ ============
Weighted average shares outstanding 29,972,526 29,391,531 29,853,547 27,686,629
Earnings per share ................ $ 0.33 $ 0.25 $ 1.13 $ 0.80
============ ============ ============ ============
</TABLE>
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact: Renal Treatment Centers, Inc. Total Renal Care Holdings, Inc.
Ronald H. Rodgers, Jr. John E. King
Vice President - Finance and Vice President - Finance and
Chief Financial Officer Chief Financial Officer
610-644-4796 310-792-2600
RENAL TREATMENT CENTERS 5 5/8% CONVERTIBLE SUBORDINATED
NOTES DUE 2006 DO NOT HAVE REPURCHASE OPTION
IN CONNECTION WITH MERGER
Berwyn, Pennsylvania (February 18, 1998) - Renal Treatment Centers, Inc.
(NYSE:RXT) ("RTC") and Total Renal Care Holdings, Inc. (NYSE:TRL) ("TRCH")
announced today that the holders of RTC's 5 5/8% Convertible Subordinated
Notes due 2006 (the "Notes") will not have the right to require RTC to
repurchase the Notes at par (the "Put Right") as a result of the
anticipated merger (the "Merger") of RTC with Nevada Acquisition Corp.
("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of
TRCH, pursuant to the Agreement and Plan of Merger dated as of November 18,
1997, among RTC, Merger Sub and TRCH. Assuming receipt of stockholder
approvals, the Merger currently is expected to close on February 27, 1998.
The Notes were issued pursuant to an Indenture dated as of June 12, 1996,
between RTC and PNC Bank, National Association, as trustee (the
"Indenture"). The Indenture provides that, as a result of the Merger, each
holder of Notes will have the Put Right if, during the 20 trading days
ending immediately before the anticipated effective date of the Merger, the
closing price per share of RTC common stock has not exceeded $35.91 on at
least ten such trading days. RTC and TRCH today announced that, as the
closing price per share of RTC common stock has exceeded $35.91 on the
required number of trading days, the holders of its Notes will not have the
Put Right in connection with the Merger if it is consummated on February
27, 1998.
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