<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Renex Corp.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
759683105
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(CUSIP Number)
Adam H. Golden, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-7016
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1999
--------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 17)
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CUSIP NO. 759683105 SCHEDULE 13D PAGE 2 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS RC Acquisition Corp.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
WC, BK
- ----------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- ----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,631,239 shares of common stock
OWNED BY -------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,239 shares of common stock. Includes 679,119 and 104,168 shares
of common stock issuable upon exercise of options and warrants,
respectively. Such shares are owned by executive officers and
directors of Renex Corp. ("Renex"). RC Acquisition Corp. ("Merger
Sub") may be deemed to beneficially own such shares as a result of
its having entered into a Shareholders Agreement, dated as of
December 28, 1999, among National Nephrology Associates, Inc.
("Parent"), Merger Sub and the directors and executive officers of
Renex. The Shareholders Agreement was entered into in connection with
a Merger Agreement (the "Merger Agreement"), dated as of December 28,
1999, among Parent, Merger Sub and Renex. Under the terms of the
Shareholders Agreement, the directors and executive officers of Renex
have agreed to tender the shares owned by them (including shares
issuable upon exercise of options and warrants) in a tender offer
initiated by Merger Sub pursuant to the Merger Agreement, granted
Merger Sub an option to acquire such shares and granted Parent a
proxy to vote such shares in connection with the transactions
contemplated by the Merger Agreement.
- ----------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- ----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%. Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
- ----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- ----------------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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<TABLE>
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CUSIP NO. 759683105 SCHEDULE 13D PAGE 3 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS National Nephrology Associates, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS *
4 WC, BK
- ---------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,631,239 shares of common stock
REPORTING -----------------------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 0
- ---------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,239 shares of common stock. Includes 679,119 and 104,168 shares
of common stock issuable upon exercise of options and warrants,
respectively. Such shares are owned by executive officers and
directors of Renex Corp. ("Renex"). National Nephrology Associates,
Inc. ("Parent") may be deemed to beneficially own such shares as a
result of its having entered into a Shareholders Agreement, dated as
of December 28, 1999, among Parent, RC Acquisition Corp. ("Merger
Sub") and the directors and executive officers of Renex. The
Shareholders Agreement was entered into in connection with a Merger
Agreement (the "Merger Agreement"), dated as of December 28, 1999,
among Parent, Merger Sub and Renex. Under the terms of the
Shareholders Agreement, the directors and executive officers of Renex
have agreed to tender the shares owned by them (including shares
issuable upon exercise of options and warrants) in a tender offer
initiated by Merger Sub pursuant to the Merger Agreement, granted
Merger Sub an option to acquire such shares and granted Parent a proxy
to vote such shares in connection with the transactions
contemplated by the Merger Agreement.
- ---------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- ---------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%. Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
- ---------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<TABLE>
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CUSIP NO. 759683105 SCHEDULE 13D PAGE 4 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS J.W. Childs Equity Partners II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
WC, BK
- ---------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,631,239 shares of common stock
REPORTING -----------------------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,239 shares of common stock. Includes 679,119 and 104,168 shares
of common stock issuable upon exercise of options and warrants,
respectively. Such shares are owned by executive officers and
directors of Renex Corp. ("Renex"). J.W. Childs Equity Partners II,
L.P. may be deemed to beneficially own such shares as a result of its
relationship with National Nephrology Associates, Inc. ("Parent"),
which has entered into a Shareholders Agreement, dated as of December
28, 1999, among Parent, RC Acquisition Corp. ("Merger Sub") and the
directors and executive officers of Renex. The Shareholders Agreement
was entered into in connection with a Merger Agreement (the "Merger
Agreement"), dated as of December 28, 1999, among Parent, Merger Sub
and Renex. Under the terms of the Shareholders Agreement, the
directors and executive officers of Renex have agreed to tender the
shares owned by them (including shares issuable upon exercise of
options and warrants) in a tender offer initiated by Merger Sub
pursuant to the Merger Agreement, granted Merger Sub an option to
acquire such shares and granted Parent a proxy to vote
such shares in connection with the transactions contemplated by the Merger
Agreement.
- ---------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- ---------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%. Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
- ---------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
PN
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<TABLE>
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CUSIP NO. 759683105 SCHEDULE 13D PAGE 5 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS J.W. Childs Associates, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
WC, BK
- ---------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,631,239 shares of common stock
OWNED BY -----------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH -----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,239 shares of common stock. Includes 679,119 and 104,168 shares
of common stock issuable upon exercise of options and warrants,
respectively. Such shares are owned by executive officers and
directors of Renex Corp. ("Renex"). J.W. Childs Associates, Inc. may
be deemed to beneficially own such shares as a result of its
relationship with National Nephrology Associates, Inc. ("Parent"),
which has entered into a Shareholders Agreement, dated as of December
28, 1999, among Parent, RC Acquisition Corp. ("Merger Sub") and the
directors and executive officers of Renex. The Shareholders Agreement
was entered into in connection with a Merger Agreement (the "Merger
Agreement"), dated as of December 28, 1999, among Parent, Merger Sub
and Renex. Under the terms of the Shareholders Agreement, the
directors and executive officers of Renex have agreed to tender the
shares owned by them (including shares issuable upon exercise of
options and warrants) in a tender offer initiated by Merger Sub
pursuant to the Merger Agreement, granted Merger Sub an option to
acquire such shares and granted Parent a proxy to vote such shares in
connection with the transactions contemplated by the Merger Agreement.
- ---------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- ---------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%. Calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
- ---------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $0.001 per share ("Common Stock"), of Renex Corp., a
Florida corporation (the "Issuer").
The principal executive offices of the Issuer are located at 201
Alhambra Circle, Coral Gables, Florida 33134.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being jointly filed by the following persons
(collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Neither
this Schedule 13D nor anything contained herein shall be construed as an
admission that any Reporting Person constitutes a "person" for any purposes
other than Section 13(d) of the Exchange Act. The Reporting Persons are:
(1) RC Acquisition Corp. ("Merger Sub"), a newly organized Florida corporation
formed in connection with the Offer and the Merger (as defined in Item 4)
and a wholly-owned subsidiary of National Nephrology Associates, Inc., a
Delaware corporation ("Parent"), as beneficial owner of 2,631,239 shares of
Common Stock of the Issuer. The principal business address for Merger Sub
is 511 Union Street, Suite 1800, Nashville, Tennessee 37219. Merger Sub was
formed to effect the transactions described in Item 4 below and has not
engaged in any activities other than those incident to its formation and
such proposed transactions. All of the outstanding stock of Merger Sub is
owned by Parent. Information with respect to the directors and executive
officers of Merger Sub is set forth on Schedule I attached hereto, and
incorporated herein by reference;
(2) Parent, as beneficial owner of 2,631,239 shares of common stock of the
Issuer. The principal business address for Parent is 511 Union Street,
Suite 1800, Nashville, Tennessee 37219. Parent is a private company
providing outpatient hemodialysis and ancillary services to patients
suffering from chronic kidney failure. Information with respect to the
directors and executive officers of Parent is set forth on Schedule I
attached hereto, and incorporated herein by reference; and
(3) (a) J.W. Childs Equity Partners II, L.P., a Delaware limited partnership
("JWCEP"), through its ownership of approximately 52.8% of the outstanding
stock of Parent (which entitles it to approximately 63.3% of the voting
control), as beneficial owner of 2,631,239 shares of Common Stock of the
Issuer.
(b) J.W. Childs Associates, Inc., a Delaware corporation ("JW Inc."),
through its indirect control of JWCEP, as beneficial owner of 2,631,239
shares of Common Stock of the Issuer.
Page 6 of 17
<PAGE> 7
JWCEP is a private partnership established to make privately negotiated
equity investments in leveraged buyouts and recapitalizations of small and
middle-market growth companies in partnership with management. The general
partner of JWCEP is J.W. Childs Advisors II, L.P., a Delaware limited
partnership ("JWCA"), controlled, through an intermediate limited
partnership, J.W. Childs Associates, L.P. a Delaware limited partnership
("JWAS"), by JW Inc. JWCEP, JWCA, JWAS and JW Inc. are collectively
referred to as "J.W. Childs". John W. Childs may be deemed to beneficially
own the shares of Common Stock reported hereunder, due to his relationship
with JW Inc. Mr. Childs disclaims beneficial ownership of such shares. The
principal business address for J.W. Childs is One Federal Street, Boston,
MA 02110. Information with respect to the directors and executive officers
of J.W. Childs is set forth on Schedule I attached hereto, and incorporated
herein by reference.
During the last five years, none of the Reporting Persons, or, to the
knowledge of each of the Reporting Persons, any of the persons listed on
Schedule I hereto, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by Parent and Merger Sub to acquire
all of the Common Stock of the Issuer (including shares of Common Stock issuable
upon exercise of options and warrants) pursuant to the Offer and the Merger
described in Item 4, to make severance payments to certain employees of the
Issuer and to pay related fees and expenses is estimated to be approximately $85
million. In addition, Parent will require approximately $55 million to repay
amounts outstanding under its existing credit facility. Merger Sub and Parent
intend to finance such amounts with (i) borrowings under a six-year senior term
loan facility of $100 million provided pursuant to a commitment letter dated
December 27, 1999 among Parent, Credit Agricole Indosuez ("Indosuez"), Lehman
Commercial Paper Inc. and Lehman Brothers, Inc., (ii) approximately $10 million
in cash on hand at the Issuer and (iii) the issuance of approximately $30
million in equity to JWCEP and Indosuez or their affiliates and certain other
investors.
ITEM 4. PURPOSE OF TRANSACTION.
Parent, Merger Sub and the Issuer entered into an Agreement and Plan
of Merger (the "Merger Agreement") dated as of December 28, 1999 pursuant to
which, among other things, Merger Sub will be merged (the "Merger") with and
into the Issuer, with the Issuer as the surviving corporation. Pursuant to the
Merger Agreement, Merger Sub commenced a tender offer (the "Offer") for all of
the outstanding shares of Common Stock of the Issuer at a purchase price of
$10.00 per share of Common Stock without interest.
Page 7 of 17
<PAGE> 8
The Merger Agreement provides that effective upon the deposit by
Merger Sub with Continental Stock Transfer & Trust Company (the "Depositary") of
payment for all shares of Common Stock validly tendered and not withdrawn
pursuant to the Offer (including payment for all options and warrants in
accordance with the Merger Agreement) and payment of severance to certain
executive officers and directors of the Issuer, Merger Sub shall be entitled to
designate such number of directors (rounded up to the next whole number) on the
Board of Directors of the Issuer (the "Board"), subject to compliance with
Section 14(f) of the Exchange Act, equal to the product of (i) the total number
of directors on the Board (giving effect to the election of any additional
directors pursuant to this sentence) and (ii) the percentage that the number of
shares of Common Stock owned by Parent and Merger Sub (including shares of
Common Stock accepted for payment) bears to the total number of shares of Common
Stock outstanding, and the Issuer shall take all action necessary to cause
Merger Sub's designees to be elected or appointed to the Board. The Issuer has
agreed to use its best efforts to cause individuals designated by Merger Sub to
constitute the same percentage as such individuals represent on the Board of (A)
each committee of the Board (other than any committee of the Board established
to take action under the Merger Agreement), (B) each board of directors of each
subsidiary of the Issuer and (C) each committee of each such board.
Notwithstanding the foregoing, until such time as Merger Sub's designees are
elected or appointed to the Board, the Issuer shall use its reasonable efforts
to ensure that at least two of the members of the Board and such boards and
committees as of the date of the Merger Agreement who are not employees of the
Issuer shall remain members of the Board and such boards and committees.
Following the election or appointment of Merger Sub's designees to the Board and
until the effective time of the Merger, the approval of the directors of the
Issuer then in office who were not designated by Merger Sub shall be required to
authorize (and such authorization shall constitute the authorization of the
Board and no other action on the part of the Issuer, including any action by any
other director of the Issuer, shall be required to authorize) any termination of
the Merger Agreement by the Issuer, any amendment to the Merger Agreement
requiring action by the Board and any waiver of compliance with any of the
agreements or conditions contained in the Merger Agreement for the benefit of
the Issuer.
Depending upon the number of shares of Common Stock purchased by
Merger Sub pursuant to the Offer, the Board of Directors of the Issuer may be
required to submit the Merger Agreement to the shareholders of the Issuer for
approval at a shareholders' meeting. If such shareholder approval is required,
the Merger Agreement must be approved by a majority of all votes entitled to be
cast at such meeting.
If Merger Sub acquires at least 80% of the shares of Common Stock on a
fully-diluted basis, Florida law permits it to effect the Merger without a
shareholders' meeting and without the approval of or further notice to the other
Issuer shareholders. Merger Sub intends to cause the Merger to become effective
as soon as reasonably practicable. Upon consummation of the Merger, Merger Sub
intends to cause the Issuer to file applications to withdraw the shares of
Common Stock from listing and trading on The Nasdaq National Market and to
terminate the registration of the shares of Common Stock under the Exchange Act.
Page 8 of 17
<PAGE> 9
Simultaneously with the execution and delivery of the Merger Agreement
on December 28, 1999, each of the directors and executive officers of the Issuer
entered into a shareholders agreement (the "Shareholders Agreement") with Parent
and Merger Sub. Pursuant to the Shareholders Agreement, all of the Issuer's
directors and executive officers have agreed to tender pursuant to the Offer all
shares of Common Stock owned (or issuable upon exercise of options and warrants
and other securities convertible into or exercisable or exchangeable for shares
of Common Stock) of record or beneficially by such persons (the "Subject
Shares"). In addition such shareholders have granted Merger Sub (or its
designee) an irrevocable option (the "Option") to purchase such shareholder's
Subject Shares at a price per share of Common Stock equal to $10.00. The Option
may be exercised by Merger Sub in whole but not in part at any time on or prior
to the thirtieth day after termination of the Merger Agreement, provided, that
the Option shall remain exercisable after such period if the Merger Agreement is
terminated under certain circumstances. The Issuer's directors and executive
officers currently beneficially own 2,631,239 shares of Common Stock (including
shares of Common Stock issuable upon exercise of options and warrants),
representing approximately 34.1% of the outstanding shares of Common Stock
(calculated in accordance with Rule 13d-3 under the Exchange Act).
The foregoing summaries of the Shareholders Agreement and the Merger
Agreement are qualified in their entirety by reference to such agreements, which
have been filed as exhibits to this Schedule 13D and are incorporated herein by
reference.
Except as indicated in this Schedule 13D or as disclosed in the
Schedule 14D-1 of Merger Sub and filed with the Securities and Exchange
Commission on December 30, 1999 (the "Schedule 14D-1"), the contents of which
are incorporated herein by reference, the Merger Sub and Parent currently have
no specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 28, 1999, under the definition of "beneficial
ownership" as set forth in Rule 13d-3 under the Exchange Act, the Reporting
Persons may be deemed to have beneficially owned the Subject Shares subject to
the Shareholders Agreement, constituting in the aggregate approximately 34.1% of
the outstanding shares of Common Stock, consisting of 2,631,239 shares of Common
Stock. The Subject Shares represent approximately 34.1% of the voting power with
respect to the Issuer.
(b) Pursuant to the Shareholders Agreement, each Reporting
Person shares the power to vote or direct the vote of Common Stock beneficially
owned by such Reporting Person as indicated on pages 2, 3 and 4 above.
(c) Except as described in Item 4 hereof, no transactions in the
Common Stock were effected by the Reporting Persons, or, to the best knowledge
of any of the Reporting Persons, any of the directors and officers of Merger
Sub, Parent or J.W. Childs (or the persons listed on Schedule I hereto), during
the 60-day period preceding December 28, 1999.
Page 9 of 17
<PAGE> 10
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or listed
on Schedule I hereto, and between such persons and any person with respect to
any securities of the Issuer, including but not limited to, transfer or voting
of any of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement dated January 6, 2000 between the
Reporting Persons.
2. Tender Offer Statement on Schedule 14d-1 (the "Schedule 14d-1")
filed by Purchaser and Parent with the Securities Exchange
Commission (the "Commission") on December 30, 1999, incorporated
herein by reference thereto.
3. Agreement and Plan of Merger, dated as of December 28, 1999, by
and among RC Acquisition Corp., National Nephrology Associates,
Inc. and Renex Corp., incorporated by reference to Renex Corp.'s
Current Report on Form 8-K dated December 30, 1999 and filed with
the Commission on such date.
4. Shareholders Agreement, dated as of December 28, 1999, by and
among RC Acquisition Corp., National Nephrology Associates, Inc.
and the directors and executive officers of Renex Corp.,
incorporated by reference to Renex Corp.'s Current Report on Form
8-K dated December 30, 1999 and filed with the Commission on such
date.
5. Commitment Letter, dated December 27, 1999, among Lehman
Commercial Paper Inc., Lehman Brothers Inc., Credit Agricole
Indosuez and Parent, incorporated by reference to the Schedule
14d-1.
Page 10 of 17
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of: January 6, 2000
RC ACQUISITION CORP.
By: /s/ Leif Murphy
-------------------------------------------
Name: Leif Murphy
Title: Executive Vice President and Chief
Financial Officer
NATIONAL NEPHROLOGY ASSOCIATES, INC.
By: /s/ Leif Murphy
-------------------------------------------
Name: Leif Murphy
Title: Executive Vice President and Chief
Financial Officer
J.W. CHILDS EQUITY PARTNERS II, L.P.
By: J.W. Childs Advisors II, L.P., its general
partner
By: J.W. Childs Associates, L.P., its general
partner
By: J.W. Associates, L.P., its general
partner
By: J.W. Childs Associates, Inc., its
general partner
By: /s/ Edward Yun
-------------------------------
Name: Edward Yun
Title: Vice President
Page 11 of 17
<PAGE> 12
J.W. CHILDS ASSOCIATES, INC.
By: /s/ Edward Yun
-------------------------------
Name: Edward Yun
Title: Vice President
Page 12 of 17
<PAGE> 13
SCHEDULE I
1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND MERGER SUB. The following
table sets forth the name and positions of each director and executive officer
of Parent and Merger Sub. All persons listed below are citizens of the United
States, and except as set forth below, the business address of each such person
is c/o National Nephrology Associates, Inc., 511 Union Street, Suite 1800,
Nashville, Tennessee 37219. The positions set forth opposite each individual's
name refer to positions with each of Parent and Merger Sub.
<TABLE>
<CAPTION>
Title and Present Principal Occupation or Employment;
Name Material Positions Held During Last Five Years
- -------------------------------------- -----------------------------------------------------------------------------------------
<S> <C>
Jerome S. Tannenbaum, M.D., Ph.D. .... Chairman and Chief Executive Officer
Jeffrey L. Hymes M.D. ................ Director, President and Chief Medical Officer
Joseph A. Cashia ..................... Executive Vice President, Chief Operating Officer
M. Stephen Harrison .................. Executive Vice President, New Business Development
Leif Murphy .......................... Executive Vice President, Chief Financial Officer
Steven G. Segal ...................... Director of Parent; Vice President and Secretary of J.W. Childs Associates, Inc.; Senior
Managing Director of J.W. Childs Associates, L.P. which he co-founded in July 1995 as a
Managing Director. Previously, Mr. Segal was a Managing Director at Thomas H. Lee
Company where he worked for nine years.
Glenn A. Hopkins ..................... Director of Parent; Vice President of J.W. Childs Associates, Inc. Managing Director of
J.W. Childs Associates, L.P. which he co-founded in July 1995 as a Vice President. From
1989 to 1995 Mr. Hopkins was an Associate at Thomas H. Lee Company.
Edward D. Yun ........................ Director of Parent; Vice President of J.W. Childs Associates, Inc.; Vice President of
J.W. Childs Associates, L.P. which he joined as an Associate in August 1996. Prior to
August 1996, Mr. Yun was an Associate at DLJ Merchant Banking Partners from 1994 to 1996.
Kenneth J. Kencel .................... Director of Parent; Managing Director and Co-Head of Indosuez Capital, a division
of Credit Agricole Indosuez. From April 1996 to September 1997, Mr. Kencel
served as Executive Director and Head of High Yield Finance for Warburg Dillon Read.
Mr. Kencel served as Managing Director with Chase Securities' High Yield Finance Group
from April 1994 to April 1996.
Michael Cannizzaro ................... Director of Parent; President and Chief Executive Officer of Beltone Electronics
Corporation since March 1998; President of Caremark International's Prescription
Service Division from September 1994 to October 1997.
</TABLE>
The business address of Messrs. Segal, Hopkins and Yun is c/o J.W.
Childs Associates, Inc., One Federal Street, 21st Floor, Boston, Massachusetts
02110. The business address for Mr. Kencel is c/o Indosuez Capital, 1211 Avenue
of the Americas, 7th Floor, New York, New York 10036. The business address of
Michael Cannizzaro is c/o Beltone Electronics Corporation, 4201 West Victoria
Street, Chicago, Illinois 60646.
Page 13 of 17
<PAGE> 14
2. DIRECTORS AND EXECUTIVE OFFICERS OF J.W. CHILDS. The following table sets
forth the name and positions of each director and executive officer of J.W.
Childs. All persons listed below are citizens of the United States and the
business address of each such person is c/o J.W. Childs Equity Partners II,
L.P., One Federal Street, 21st Floor, Boston, MA 02110.
<TABLE>
<CAPTION>
Title and Present Principal Occupation or Employment;
Name Material Positions Held During Last Five Years
- -------------------------------------- -----------------------------------------------------------------------------------------
<S> <C>
John W. Childs ....................... Sole Director, President and Treasurer of J.W. Childs Associates, Inc. since July 1995.
President of J.W. Childs Associates, L.P. since July 1995. Prior to that time, he was
an executive at Thomas H. Lee Company from May 1987, most recently holding the position
of Senior Managing Director.
Steven G. Segal ...................... Director of Parent; Vice President & Secretary of J.W. Childs Associates, Inc.; Senior
Managing Director of J.W. Childs Associates, L.P. which he co-founded in July 1995 as
a Managing Director. Previously, Mr. Segal was a Managing Director at Thomas H. Lee
Company where he worked for nine years.
Adam L. Suttin ....................... Managing Director of J.W. Childs Associates, L.P. since December 1997. Vice President of
J.W. Childs Associates, Inc, Vice President of J.W. Childs Associates, L.P. from
July 1995 to December 1997. Mr. Suttin was an executive at the Thomas H. Lee Company
from August 1989 to 1995, most recently holding the position of Associate.
Glenn A. Hopkins ..................... Director of Parent; Vice President of J.W. Childs Associates, Inc. Managing Director
of J.W. Childs Associates, L.P. which he co-founded in July 1995 as a Vice President.
From 1989 to 1995 Mr. Hopkins was an Associate at Thomas H. Lee Company.
Edward Yun ........................... Director of Parent; Vice President of J.W. Childs Associates, Inc.; Vice President of
J.W. Childs Associates, L.P. which he joined as an Associate in August 1996. Prior to
August 1996, Mr. Yun was an Associate at DLJ Merchant Banking Partners from 1994 to
1996.
Dana L. Schmaltz ..................... Vice President, J.W. Childs Associates, L.P. since December 1997. Vice President of J.W.
Childs Associates, Inc. Associate, J.W. Childs Associates, L.P. from February 1997
through December 1997. Associate at DLJ Merchant Banking Partners, 1995 to 1997.
Associate at NTC Group, 1991 to 1993
</TABLE>
Page 14 of 17
<PAGE> 15
INDEX OF EXHIBITS
1. Joint Filing Agreement dated January 6, 2000 between the Reporting Persons.
2. Tender Offer Statement on Schedule 14d-1 (the "Schedule 14d-1") filed by
Purchaser and Parent with the Securities Exchange Commission (the
"Commission") on December 30, 1999, incorporated herein by reference
thereto.
3. Agreement and Plan of Merger, dated as of December 28, 1999, by and among
RC Acquisition Corp., National Nephrology Associates, Inc. and Renex Corp.,
incorporated by reference to Renex Corp.'s Current Report on Form 8-K dated
December 30, 1999 and filed with the Commission on such date.
4. Shareholders Agreement, dated as of December 28, 1999, by and among RC
Acquisition Corp., National Nephrology Associates, Inc. and the directors
and executive officers of Renex Corp., incorporated by reference to Renex
Corp.'s Current Report on Form 8-K dated December 30, 1999 and filed with
the Commission on such date.
5. Commitment Letter, dated December 27, 1999, among Lehman Commercial Paper
Inc., Lehman Brothers Inc., Credit Agricole Indosuez and Parent,
incorporated by reference to the Schedule 14d-1.
Page 15 of 17
<PAGE> 1
EXHIBIT 1
Joint Filing Agreement
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D (or any amendment thereof) need be filed on
their behalf with respect to the beneficial ownership of any equity securities
of Renex Corp. ("Renex") or any subsequent acquisitions or dispositions of
equity securities of Renex by any of the undersigned.
Dated: January 6, 2000
RC ACQUISITION CORP.
By: /s/ Leif Murphy
-------------------------------------------
Name: Leif Murphy
Title: Executive Vice President and Chief
Financial Officer
NATIONAL NEPHROLOGY ASSOCIATES, INC.
By: /s/ Leif Murphy
-------------------------------------------
Name: Leif Murphy
Title: Executive Vice President and Chief
Financial Officer
J.W. CHILDS EQUITY PARTNERS II, L.P.
By: J.W. Childs Advisors II, L.P., its general
partner
By: J.W. Childs Associates, L.P., its general
partner
By: J.W. Associates, L.P., its general
partner
By: J.W. Childs Associates, Inc., its
general partner
By: /s/ Edward Yun
-------------------------------
Name: Edward Yun
Title: Vice President
Page 16 of 17
<PAGE> 2
J.W. CHILDS ASSOCIATES, INC.
By: /s/ Edward Yun
-------------------------------
Name: Edward Yun
Title: Vice President
Page 17 of 17
