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OMB APPROVAL
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OMB NUMBER: 3235-0060
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE..... 5.0
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UNITED STATES
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) April 1, 1998
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TOTAL RENAL CARE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-4034 51-0354549
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (310) 792-2600
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The attached press release is being filed with regard to the merger of
Nevada Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of the registrant, with and into Renal Treatment Centers, Inc.,
a Delaware corporation, on February 27, 1998 (the "Merger").
A copy of the press release issued by the registrant on April 1, 1998
with respect to the Merger is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated April 1, 1998
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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.
Total Renal Care Holdings, Inc.
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(Registrant)
Date April 1, 1998 By: /s/ John E. King
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(Signature)*
John E. King
/*/ Print name and title of the signing Vice President, Finance and
officer under his signature. Chief Financial Officer
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EXHIBIT 99.1
PRESS RELEASE
FOLLOWING THE ACQUISITION OF RXT,
TRL TO TAKE A TOTAL OF $130 MILLION to $140 MILLION IN CHARGES;
TRL EXPECTS STRONG RESULTS EXCLUDING CHARGES
TORRANCE, CA, APRIL 1, 1998 - TOTAL RENAL CARE HOLDINGS, INC. (NYSE: TRL)
announced today that, following its recent acquisition of Renal Treatment
Centers, Inc. ("RXT"), it expects to take between $130 million and $140 million
in charges.
Cash charges related to the acquisition will be approximately $68 million
to $70 million, including employee, organizational and integration-related
expenses and fees to investment bankers, legal and accounting advisors, as well
as miscellaneous charges such as those relating to the cancellation of leases,
among others.
Non-cash expenses related to the acquisition will be approximately $37
million to $40 million, including non-cash charges associated with certain
exercise of RXT stock options, the write-off of financing costs associated with
canceled debt, and the write-off of eliminated assets such as computer systems,
laboratory facilities and other assets.
In addition, TRL and its auditors have undertaken a detailed review of
RXT's accounts receivable and other balance sheet accounts. As a result, TRL
expects to recognize between $25 million and $30 million of non-cash charges
related to prior periods, which will require a revision of RXT's previously
announced results of operations. John E. King, Vice President and CFO of TRL,
stated that he is confident that TRL's billing procedures and systems are
adequate to eliminate whatever difficulties RXT may have had in this regard in
the past.
Excluding these exceptional charges, TRL expects to post strong results for
the first quarter of 1998 ended March 31. The Company will release these
results on or about April 30, 1998. TRL has added approximately 2,100 patients
(1,900 domestically and 200 internationally) and 25 centers since January 1,
1998, following its addition of more than 4,400 patients and 50 centers during
the fourth quarter of 1997. Additionally, TRL has signed three definitive
agreements that will add approximately 400 patients and four centers and has
signed ten agreements in principle that will add 16 centers and approximately
1,200 patients.
The Company has also secured a firm commitment from its leading banks (the
Bank of New York and Donaldson, Lufkin & Jenrette) to expand its current credit
lines by $300 million for a total of $1.350 billion, $600 million of which is
currently unused.
"We have just completed a series of highly successful meetings with all of
our TRL facilities and operating management as well as a very substantial number
of our medical directors. The integration of the RXT operations
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into TRL is proceeding smoothly, and we look towards 1998 and beyond with
confidence," stated Victor M.G. Chaltiel, TRL's Chairman, President and CEO.
This release contains forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements involving future
results of operations, potential future acquisitions and operations integration
and involve risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the
uncertainties associated with governmental regulation, general economic and
other market conditions, and the "risk factors" set forth in the Company's
filings with the Securities and Exchange Commission. These forward-looking
statements should be considered in light of these risks and uncertainties.
