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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): March 27, 1997
RENAL CARE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27640 62-1622383
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
West End Avenue, Suite 800, Nashville, Tennessee 37203
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(Address, including zip code, of 1principal executive offices)
(615) 321-2333
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 27, 1997, Renal Care Group, Inc. (the "Company"), through an
indirect wholly owned subsidiary, RCG Indiana, L.L.C., acquired substantially
all of the assets (the "Assets") of Eastern Indiana Kidney Center, Indiana
Kidney Center, Indiana Kidney Center South, LLC, St. Vincent Dialysis Center,
Saint Joseph Dialysis Center and Indiana Dialysis Services, P.C. (collectively,
"Sellers") pursuant to an Asset Purchase Agreement dated March 27, 1997 (the
"Agreement"), with an effective date of February 1, 1997. The Assets consist of
all accounts receivable from the effective date, inventory, equipment, patient
lists, goodwill, leases, contracts and other assets used in the operation of
seven renal dialysis centers located in the Indianapolis, Richmond, Kokomo and
Greensburg Indiana areas.
The consideration for the Assets consisted of cash of approximately
$24.8 million, 216,542 shares of common stock of the Company and certain assumed
liabilities enumerated in the Agreement, as determined based upon negotiations
with the Sellers and the fair market value of the Assets as a going concern. The
Company financed the cash purchase of the purchase price from working capital.
As part of the transaction, the Sellers and their owners (which
included certain local area hospitals and physicians) entered into covenants not
to compete, and four area hospitals assigned existing agreements to provide
acute dialysis services. In addition, the Company entered into a medical
director agreement with a physician group affiliated with the sellers to serve
as Medical Director of the acquired facilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. The financial statements
for the business acquistion referred to in Item 2 above are not included in this
Form 8-K report and shall be filed by amendment not later than 60 days after the
date this initial report on Form 8-K is required to be filed as provided by Item
7(a)(4).
(b) Pro Forma Financial Information. The financial statements for the
business acquistion referred to in Item 2 above are not included in this Form
8-K report and shall be filed by amendment not later than 60 days after the date
this initial report on Form 8-K is required to be filed as provided by Item
7(a)(4).
(c) Exhibits.
2.1 Asset Purchase Agreement dated March 27, 1997 by and among Renal
Care Group, Inc., RCG Indiana, L.L.C., and Eastern Indiana Kidney Center,
Indiana Kidney Center, Indiana Kidney Center South, LLC, St. Vincent Dialysis
Center, Saint Joseph Dialysis Center and Indiana Dialysis Services, P.C.
(collectively, "Sellers"), and the owners of the Sellers (Incorporated by
reference from its Annual Report on Form 10-K for the year ended December 31,
1996 filed March 31, 1997).
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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 CARE GROUP, INC.
(Registrant)
By: /s/ Ronald Hinds
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Title: Executive Vice President and
Chief Financial Officer
Date: April 10, 1997
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