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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RENEX CORP.
(NAME OF SUBJECT COMPANY)
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RC ACQUISITION CORP. AND NATIONAL NEPHROLOGY ASSOCIATES, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.001 PER SHARE
INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
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759683105
(CUSIP NUMBER OF CLASS OF SECURITIES)
DR. JEROME S. TANNENBAUM
C/O NATIONAL NEPHROLOGY ASSOCIATES, INC.
511 UNION STREET, SUITE 1800
NASHVILLE, TENNESSEE 37219
(615) 777-8200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copy to:
ADAM H. GOLDEN, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NY 10022
(212) 836-8000
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $17,126.17 Form or Registration No.: 14D-1
Filing Party: Same as above Date Filed: December 30, 1999
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
dated December 30, 1999 (the "Schedule 14D-1") of RC Acquisition Corp.
("Purchaser"), a Florida corporation and a wholly-owned subsidiary of National
Nephrology Associates, Inc., a Delaware corporation ("Parent"), filed in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $.001 per share, of Renex Corp., a Florida corporation
(the "Issuer"), at $10.00 per share, net to the sellers in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal, copies of which were attached
as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1, hereby
amends and supplements Items 10 and 11 of the Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION.
(f) On January 31, 2000, Parent issued a press release pursuant
to which the Expiration Date of the Offer was extended to
5:00p.m., New York City time, on January 31, 2000.
Reference is made to the press release of Parent, a copy of which is
filed as Exhibit (a)(9) to this Amendment No. 1 to the
Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release dated January 31, 2000.
2
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SIGNATURE
After due 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.
January 31, 2000
RC Acquisition Corp.
By /s/ LEIF MURPHY
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Title: Executive Vice President, Chief
Financial Officer
National Nephrology Associates, Inc.
By /s/ LEIF MURPHY
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Title: Executive Vice President, Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------ ----------- --------------
<S> <C> <C>
*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
*(a)(7) Text of Press Release dated December 28, 1999.
*(a)(8) Form of summary advertisement to be published on January 3, 2000.
(a)(9) Text of Press Release dated January 31, 2000.
*(b)(1) Commitment Letter, dated December 27, 1999, among Lehman Commercial Paper
Inc., Lehman Brothers Inc., Credit Agricole Indosuez and Parent with attached
Summary of Terms and Conditions.
*(c)(1) Agreement and Plan of Merger, dated as of December 28, 1999, among Parent,
Purchaser and the Company.
*(c)(2) Shareholders Agreement, dated as of December 28, 1999, among
Parent, Purchaser and the directors and executive officers of the
Company.
*(c)(3) Confidentiality Letter, dated as of November 15, 1999, by Parent in favor of the
Company.
*(c)(4) Confidentiality Letter, dated as of December 21, 1999 by the Company in favor of
Parent.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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* Previously filed.
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NATIONAL NEPHROLOGY ASSOCIATES, INC.
EXTENDS TENDER OFFER FOR RENEX CORP. TO JANUARY 31, 2000
NASHVILLE, TN and CORAL GABLES, FL - - National Nephrology Associates, Inc.
("NNA") announced today that RC Acquisition Corp., a wholly-owned subsidiary of
NNA, has extended its offer to purchase all outstanding shares of Renex Corp.
(Nasdaq National Market:RENX) at $10.00 per share until 5:00pm on January 31,
2000. This tender offer is being made pursuant to an Agreement and Plan of
Merger among NNA, RC Acquisition Corp. and Renex dated December 28, 1999. As a
consequence of the extension of the expiration date, holders of Renex common
stock may tender or withdraw shares until 5:00pm, New York City time, on Monday,
January 31, 2000, unless the tender offer is further extended. The tender offer
was previously scheduled to expire at 12:00 Midnight on January 28, 2000. The
offer has been extended in order to complete related documentation.
As of 12:00 Midnight on January 28, 2000, approximately 7,202,775 shares of
Renex common stock, or approximately 84.1% of the outstanding shares of Renex
common stock, had been validly tendered and not withdrawn pursuant to the tender
offer. Of the shares tendered, approximately 310,862 shares have been tendered
by guaranteed delivery.
Renex Corp. provides dialysis and ancillary services to approximately 1,300
patients suffering from kidney failure, generally referred to as end stage renal
disease. The Company provides dialysis services through 21 outpatient facilities
and a staff assisted home dialysis program. Additionally, the Company provides
in-patient acute dialysis services at 21 hospitals.
NNA owns and operates 32 dialysis clinics in 5 states. NNA commenced operations
in December 1998 and its principal shareholders are J.W. Childs Equity Partners
II, L.P., Credit Agricole Indosuez and the NNA management team.
For further information: Leif Murphy, Executive Vice President, Chief Financial
Officer of NNA- - (615) 777-8085.
