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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. 2)
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. 2 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 "Company"), hereby amends and supplements Items 6 and 11 of the Schedule
14D-1 as described below.
This Amendment No. 2 constitutes the final amendment (the "Final
Amendment") to the Schedule 14D-1 required by Instruction D to Schedule 14D-1.
All capitalized terms used herein and not otherwise defined shall have the same
meaning as set forth in the Schedule 14D-1.
The Offer expired at 5 p.m., New York City time, on January 31, 2000.
Pursuant to the Offer, the Purchaser accepted for payment 7,393,055 shares of
common stock of the Company. The Purchaser and the Parent own 86.3% of the
outstanding shares of the common stock of the Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented to incorporate by reference
the information set forth in the press release of Parent dated February
1, 2000, filed as Exhibit (a)(10) to this Final Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release dated February 1, 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.
February 1, 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
--------------------------------------
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.
(a)(10) Text of Press Release dated February 1, 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. ANNOUNCES
COMPLETION OF TENDER OFFER FOR RENEX CORP.
NASHVILLE, TN February 1, 2000 - - National Nephrology Associates, Inc. ("NNA")
announced today the completion of the tender offer by an NNA subsidiary for all
of the outstanding shares of common stock of Renex Corp. (Nasdaq National
Market: RENX). NNA, through its subsidiary, has accepted for payment, at $10 per
share, all of the approximately 7,393,055 shares of Renex's common stock validly
tendered prior to the expiration time for the offer on January 31, 2000
(constituting approximately 86.3% of Renex's outstanding common stock). Of the
shares tendered, 196,966 shares have been tendered by guaranteed delivery.
As a result of the consummation of the offer, excluding shares tendered by
guaranteed delivery as to which tendering holders have three Nasdaq National
Market trading days to submit certificates or to effect book-entry transfer,
NNA, through a subsidiary, presently owns approximately 7,196,089 shares of
Renex Corp. common stock, par value $.001 per share.
As soon as practicable, an NNA subsidiary will merge with Renex and shareholders
who did not validly tender their shares in the tender offer will be entitled to
receive $10 net per share in cash. Materials will be distributed to such holders
to surrender their share certificates for cancellation and payment of the share
price.
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.
