<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
TOTAL RENAL CARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0354549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
(310) 792-2600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------
1997 Equity Compensation Plan
(Full title of the plan)
JOHN E. KING
Chief Financial Officer
Total Renal Care Holdings, Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, California 90503-5517
(310) 792-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
COPIES TO:
JAMES W. LOSS, Esq.
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,500,000 $43.75 $109,375,000 $33,144
=======================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales
prices of the Company's Common Stock on August 26, 1997, respectively, as
reported on the New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Total Renal Care Holdings, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1996.
(2) All other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996, the end of the Company's most recently completed
fiscal year for which an Annual Report on Form 10-K was filed.
(3) The description of the common stock of the Company (the "Common Stock")
contained in the Company's Registration Statement on Form 8-A, filed October 21,
1995.
(4) All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law provides that a Delaware corporation may indemnify any person
against expenses, judgments, fines and settlements actually and reasonably
incurred by any such person in connection with a threatened, pending or
completed action, suit or proceeding in which such person is involved by reason
of the fact that he or she is or was a director, officer, employee or agent of
such corporation, provided that (i) such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify any such person against expense actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which the
action or suit is brought determines upon application that, despite the
adjudication of liability but in view of all of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense as
the court deems proper.
Article XI, Section 1 of the Company's By-Laws provides for indemnification
of persons to the fullest extent permitted by the Delaware General Corporation
Law.
II-1
<PAGE>
In accordance with the Delaware General Corporation Law, the Company's
Certificate of Incorporation, as amended, limits the personal liability of its
directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law
providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from which
a director derived an improper benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence. This provision will not, however, limit in any way
the liability of directors for violations of the federal securities laws.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 1997 Equity Compensation Plan of the Company.
5.1 Opinion of Riordan & McKinzie, a Professional Corporation.
23.1 Consent of Riordan & McKinzie, a Professional Corporation (included in
Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on page II-4).
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Torrance, State of California, on August 29, 1997.
TOTAL RENAL CARE HOLDINGS, INC.
By: /s/ John E. King
--------------------------------
John E. King
Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. King, Victor M.G. Chaltiel and Barry C.
Cosgrove, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Victor M.G. Chaltiel Chairman of the Board, Chief August 29, 1997
- ------------------------ Executive Officer, and Director
Victor M.G. Chaltiel
/s/ John E. King Vice President, Finance and August 29, 1997
- ------------------------ Chief Financial Officer
John E. King
/s/ Maris Andersons Director August 29, 1997
- ------------------------
Maris Andersons
/s/ Peter T. Grauer Director August 29, 1997
- ------------------------
Peter T. Grauer
/s/ Regina E. Herzlinger Director August 29, 1997
- ------------------------
Regina E. Herzlinger
/s/ Shaul G. Massry Director August 29, 1997
- ------------------------
Shaul G. Massry
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description Page Number
- ------------- ----------- -----------
4.1 1997 Equity Compensation Plan of the Company.
5.1 Opinion of Riordan & McKinzie, a Professional Corporation.
23.1 Consent of Riordan & McKinzie, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on page II-4).
II-5
<PAGE>
Exhibit 4.1
TOTAL RENAL CARE HOLDINGS, INC.
1997 EQUITY COMPENSATION PLAN
1. PURPOSE. The purpose of the Total Renal Care Holdings, Inc. 1997
-------
Equity Compensation Plan (this "Plan") is to promote the interests of Total
Renal Care Holdings, Inc. (the "Company") and its stockholders by enabling the
Company to offer Participants an opportunity to acquire an equity interest in
the Company so as to better attract, retain, and reward employees, directors,
and other persons providing services to the Company and, accordingly, to
strengthen the mutuality of interests between Participants and the Company's
stockholders by providing Participants with a proprietary interest in pursuing
the Company's long-term growth and financial success.
2. DEFINITIONS. For purposes of this Plan, the following terms shall
-----------
have the meanings set forth below.
(a) "Award" means an Option granted under this Plan or Restricted
Stock issued under this Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended, and
the applicable regulations thereunder. Reference to any specific section
of the Code shall be deemed to be a reference to any successor provision.
(d) "Committee" means the committee appointed by the Board, if any,
to administer this Plan as permitted by Section 4 below or, if no such
committee is appointed, the Board.
(e) "Common Stock" means the common stock of Total Renal Care
Holdings, Inc. or any security issued in substitution, exchange, or in
lieu thereof.
(f) "Company" means Total Renal Care Holdings, Inc., a Delaware
corporation, or any successor corporation. Except where the context
indicates otherwise, the term "Company" shall include the Subsidiaries of
Total Renal Care Holdings, Inc.
(g) "Incentive Stock Option" means an option to purchase Common Stock
that is an incentive stock option under Section 422 of the Code.
(h) "1995 Plan" means the Company's 1995 Equity Incentive Plan.
(i) "Non-Qualified Stock Option" means any Option that is not an
Incentive Stock Option.
(j) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.
(k) "Participant" means a person who has been granted an Option or
Restricted Stock.
(l) "Plan" means this 1997 Equity Compensation Plan of the Company,
as it may be amended from time to time.
(m) "Restricted Stock" means shares of Common Stock issued pursuant
to this Plan that are subject to contractual restrictions.
A-1
<PAGE>
(n) "Spill-Over Shares" means (i) shares of Common Stock which remain
available for issuance under the 1995 Plan on the date this Plan is
approved by the Company's stockholders, and (ii) shares of Common Stock
which would otherwise become available for issuance under the 1995 Plan
due to the expiration or termination of options granted under the 1995
Plan prior to stockholder approval of the 1997 Plan.
(o) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain, as determined in accordance with the rules of Section 424(f) of the
Code.
3. ELIGIBILITY. All employees, directors, and other persons providing
-----------
bona fide services (other than persons only providing services in connection
with the offering or sale of securities in a capital raising transaction) to the
Company or any Subsidiary are eligible to receive Awards under this Plan;
provided, however, that Incentive Stock Options may only be granted to employees
of the Company or any Subsidiary. In the event that the Company acquires
another entity, the Committee may authorize the issuance of Awards ("Substitute
Awards") to employees, directors and other persons in substitution of stock
options or restricted stock grants previously granted to such employees,
directors and other persons in connection with their performance of services for
the acquired entity upon such terms and conditions as the Committee shall
determine, taking into account the limitations of Code Section 424(a) in the
case of any Substitute Award that is intended to be an Incentive Stock Option.
4. ADMINISTRATION. This Plan shall be administered by the Board or by a
--------------
committee consisting of two or more members of the Board appointed by the Board
to administer this Plan. The Committee is authorized to interpret this Plan and
to adopt rules and procedures relating to the administration of this Plan. All
actions of the Committee in connection with the interpretation and
administration of this Plan shall be binding upon all parties. Subject to the
limitations set forth below, the Committee is expressly authorized to make such
modifications to this Plan and the Awards granted hereunder as are necessary to
effectuate the intent of this Plan as a result of any changes in the tax,
accounting, or securities laws treatment of Participants and the Plan. The
Committee may delegate its responsibilities to others under such conditions and
limitations as it may prescribe.
5. EFFECTIVE DATE OF THIS PLAN. This Plan shall be effective on July 1,
---------------------------
1997; provided, however that in the event this Plan is not approved by the
stockholders of the Company at its 1997 Annual Meeting, this Plan shall become
effective, if at all, on such date as the Board may determine. No Awards may be
granted under this Plan prior to its effective date. This Plan may be
terminated by the Board at any time. Unless earlier terminated by the Board,
this Plan shall terminate as of the close of business on the day prior to the
tenth anniversary of the effective date of this Plan. The foregoing
notwithstanding, no termination of this Plan shall adversely affect the rights
of any Participant with respect to any Award outstanding as of the time of such
termination.
6. SHARES SUBJECT TO THIS PLAN. The aggregate number of shares of
---------------------------
Common Stock which may be issued pursuant to this Plan shall be equal to the sum
of (i) two million five hundred thousand (2,500,000) shares plus (ii) up to
500,000 Spill-Over Shares from the 1995 Plan. This aggregate number may be
adjusted from time to time as set forth in Section 11 below. Subject to
adjustments as provided in Section 11 below, the maximum number of shares of
Common Stock which may be issuable pursuant to Awards granted during any
calendar year to any Participant is three hundred thousand (300,000) shares.
Upon the expiration or termination of any Option granted under this Plan which
shall not have been exercised in full, the shares of Common Stock remaining
unissued under such Option shall again become available for granting under the
Plan. Upon the repurchase or forfeiture of any shares of Restricted Stock
issued hereunder, such repurchased shares of Common Stock shall again become
available for issuance under this Plan.
A-2
<PAGE>
7. FORM OF OPTIONS. Options shall be granted under this Plan on such
---------------
terms and in such form as the Committee may approve, which shall not be
inconsistent with the provisions of this Plan, and which need not be the same
for each such grant. Options may be either Nonqualified Stock Options or
Incentive Stock Options. The terms and conditions of each Option shall include,
in addition to such other terms and conditions as may be established by the
Committee, (i) the per share exercise price of such Option (ii) the termination
date of such Option, which shall not be later than ten years after the date of
grant, and (iii) the effect on such Option of the termination of the
Participant's employment. Any Option which is intended, as evidenced by its
designation, as an Incentive Stock Option shall be made subject to such terms
and conditions as may be required for such Option to qualify as an Incentive
Stock Option under the Code. Incentive Stock Options granted under this Plan
shall also include as a requirement that the Participant receiving such
Incentive Stock Option notify the Company if he or she disposes of Common Stock
acquired pursuant to the exercise thereof prior to the expiration of the holding
period prescribed in Section 422(a)(1) of the Code. Any Option which is
intended to constitute "qualified performance-based compensation" as such term
is defined in the regulations promulgated under Section 162(m) of the Code shall
be granted in such manner and made subject to such terms and conditions as may
be required for such Option to so qualify as "qualified performance-based
compensation."
8. RESTRICTED STOCK. The Committee may issue Restricted Stock upon such
----------------
terms, restrictions and conditions as it may deem appropriate, which need not be
the same for each grant. Restricted Stock may be issued for such consideration
as the Committee may determine; provided, however, that in no case shall shares
of Restricted Stock be issued for less than the minimum consideration required
by law, if any.
9. MODIFICATION OF AWARDS. The Committee may modify any outstanding
----------------------
Award as it deems appropriate. Such authority shall include, without
limitation, the right to decrease the exercise price of any Option, accelerate
the right to exercise any Option and modify any restrictions with respect to any
Restricted Stock; provided, however, that no modification may be made to any
Award that would adversely affect the rights of the Participant with respect to
any outstanding Award without such Participant's consent. In the event that the
Board amends the terms of an Option so that it no longer qualifies as an
Incentive Stock Option, the limitations imposed upon the Option under the Code
and the Plan by virtue of it (formerly) qualifying as an Incentive Stock Option
shall no longer apply, to the extent specified in the amendment. Whether a
modification of an existing Incentive Stock Option will be treated as the
issuance of a new Incentive Stock Option will be determined in accordance with
the rules of Code Section 424(h).
10. TRANSFER RESTRICTIONS. During the lifetime of the Participant,
---------------------
Options granted to such Participant under this Plan are exercisable only by the
Participant and are not assignable or transferable, except by will or the laws
of descent and distribution. Shares of Restricted Stock shall be subject to
such restrictions on transferability as may be imposed by the Committee.
11. ADJUSTMENTS. In the event of any stock split, reverse stock split,
-----------
stock dividend, recapitalization, combination, reclassification, reorganization,
merger, combination, consolidation, exchange of Common Stock or spinoff or other
distribution of Company assets to stockholders (other than normal cash
dividends), the Committee may, in such manner and to such extent , if any, as it
deems appropriate and equitable, authorize such adjustments with respect to: (i)
the aggregate number and kind of shares for which Awards may be granted under
this Plan; (ii) the number and kind of shares covered by outstanding Awards; and
(iii) the per share exercise price of outstanding Options and the per share
repurchase price of outstanding Restricted Stock. In connection with any merger
or consolidation of the Company with or into another entity in which the Company
is not the surviving corporation or as a result of which the Common Stock ceases
or will cease to be publicly traded, the Committee may, but shall not be
required to, authorize the termination of all outstanding Options upon the
consummation of such merger or consolidation, provided that, as a condition to
such termination, all restrictions on the exercisability of such Options (i.e.,
vesting provisions) shall be eliminated and the holders thereof shall be given
at least 20 days prior to such termination to exercise such Options without
regard to any such restrictions.
A-3
<PAGE>
12. AMENDMENT OF THIS PLAN. The Board may amend this Plan at any time;
----------------------
provided, however, that no such amendment may adversely affect the rights of any
Participant with respect to any outstanding Award without the Participant's
consent.
13. TAX WITHHOLDING. The Company shall have the right to take such
---------------
actions as may be necessary to satisfy its tax withholding obligations arising
because of the operation of this Plan.
14. NO ADDITIONAL RIGHTS. Neither the adoption of this Plan nor the
--------------------
granting of any Option or the issuance of any Restricted Stock shall (i) affect
or restrict in any way the power of the Company to undertake any corporate
action otherwise permitted under applicable law, (ii) confer upon any
Participant the right to continue performing services for the Company, or (iii)
interfere in any way with the right of the Company to terminate the services of
any Participant at any time, with or without cause, subject to such other
contractual obligations which may exist. No Participant shall have any rights
as a shareholder with respect to any shares covered by an Option granted to the
Participant until the date a certificate for such shares has been issued to the
Participant following the exercise of the Option.
15. SECURITIES LAW RESTRICTIONS. No shares of Common Stock shall be
---------------------------
issued under this Plan unless the Committee shall be satisfied that the issuance
will be in compliance with applicable federal and state securities laws, as well
as the requirements of any stock exchange on which the Common Stock is traded.
The Committee may require certain investment or other representations and
undertakings by the person exercising an Option or purchasing Restricted Stock
in order to comply with applicable law. Certificates for shares of Common Stock
delivered under this Plan may be subject to such restrictions as the Committee
may deem advisable. The Committee may cause a legend to be placed on the
certificates to refer to these restrictions.
16. INDEMNIFICATION. To the maximum extent permitted by law, the Company
---------------
shall indemnify each member of the Committee and each other member of the Board,
as well as any other employee of the Company with duties under this Plan,
against expenses (including any amount paid in settlement, provided such
settlement is approved by the Company) reasonably incurred by the individual in
connection with any claim against the individual by reason of the performance of
the individual's duties as a member of the Committee, unless the losses are due
to the individual's gross negligence or lack of good faith; provided, however,
that the Company shall be entitled to control the defense of any such claim and
shall be entitled to engage counsel for such defense; and provided further, that
if more than one member of the Committee or such other employee is subject to
such claim, or if the Company or other parties entitled to indemnification by
the Company are also subject to such claim, the Company, if applicable, and all
such parties shall be represented by a single counsel selected by the Company
and no member or other party shall be entitled to be represented by separate
counsel at the Company's expense unless counsel selected by the Company advises
the Company in writing that such counsel cannot represent such member or other
party under applicable rules of professional responsibility.
17. GOVERNING LAW. This Plan and all actions taken thereunder shall be
-------------
governed by and construed in accordance with the laws of the State of Delaware.
A-4
<PAGE>
Exhibit 5.1
August 29, 1997
Total Renal Care Holdings, Inc.
Suite 800
21250 Hawthorne Boulevard
Torrance, California 90503
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by Total
Renal Care Holdings, Inc., a Delaware corporation (the "Company") of a Form S-8
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission covering 2,500,000 shares of the Company's common stock (the
"Shares"). The Shares are authorized for issuance under the Company's 1997
Equity Compensation Plan (the "1997 Plan").
In connection with this opinion, we have examined the Company's
Certificate of Incorporation and Bylaws, the corporate minute book, the 1997
Plan, and such other records, documents, certificates, memoranda, and other
instruments as we have deemed necessary or appropriate to render the opinion
expressed below.
Based upon the foregoing examinations and upon the applicable laws, we
are of the opinion that subject to compliance with the applicable state
securities and "blue sky" laws, the Shares, when offered, sold and paid for
pursuant to the exercise of purchase rights granted under the 1997 Plan, will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
RIORDAN & McKINZIE
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 13, 1997, which appears on
page F-1 of Total Renal Care Holdings, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page S-1 of
such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Seattle, Washington
August 29, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
The Board of Directors
Total Renal Care Holdings, Inc.:
We consent to incorporation herein by reference of our reports dated July 8,
1994, relating to the consolidated statements of income, stockholders' equity,
and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year
ended May 31, 1994, and the related financial statement schedule, which reports
appear in the December 31, 1996 annual report on Form 10-K of Total Renal Care
Holdings, Inc.
KPMG Peat Marwick LLP
Seattle, Washington
August 29, 1997
