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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) February 25, 1998
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(February 18, 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 (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503-5517
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 792-2600
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On February 18, 1998, Renal Treatment Centers, Inc. ("RTC"), a Delaware
corporation, announced that the holders of its 5 5/8% Convertible Subordinated
Notes due 2006 (the "Notes") will not have the right to require RTC to
repurchase the Notes at par (the "Put Right") as a result of the anticipated
merger of RTC with Nevada Acquisition Corp. ("Merger Sub"), a Delaware
corporation and wholly-owned subsidiary of Total Renal Care Holdings, Inc. (the
"Company"), a Delaware corporation, pursuant to the Agreement and Plan of Merger
dated as of November 18, 1997, among the Company, RTC and Merger Sub.
A copy of the joint press release issued by the Company and RTC on February
18, 1998, with respect to the Put Right is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit No. Description
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<C> <S>
99.1 Press Release dated February 18, 1998
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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.
(registrant)
Dated: February 25, 1998 By: /s/ John E. King
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John E. King
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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<C> <S>
99.1 Press Release dated February 18, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Renal Treatment Centers, Inc. Total Renal Care Holdings, Inc.
Ronald H. Rodgers, Jr. John E. King
Vice President - Finance and Vice President - Finance and
Chief Financial Officer Chief Financial Officer
610-644-4796 310-792-2600
RENAL TREATMENT CENTERS 5 5/8% CONVERTIBLE SUBORDINATED
NOTES DUE 2006 DO NOT HAVE REPURCHASE OPTION
IN CONNECTION WITH MERGER
Berwyn, Pennsylvania (February 18, 1998) - Renal Treatment Centers, Inc. (NYSE:
RXT) ("RTC") and Total Renal Care Holdings, Inc. (NYSE: TRL) ("TRCH") announced
today that the holders of RTC's 5 5/8% Convertible Subordinated Notes due 2006
(the "Notes") will not have the right to require RTC to repurchase the Notes at
par (the "Put Right") as a result of the anticipated merger (the "Merger") of
RTC with Nevada Acquisition Corp. ("Merger Sub"), a Delaware corporation and a
wholly owned subsidiary of TRCH, pursuant to the Agreement and Plan of Merger
dated as of November 18, 1997, among RTC, Merger Sub and TRCH. Assuming receipt
of stockholder approvals, the Merger currently is expected to close on February
27, 1998.
The Notes were issued pursuant to an Indenture dated as of June 12, 1996,
between RTC and PNC Bank, National Association, as trustee (the "Indenture").
The Indenture provides that, as a result of the Merger, each holder of Notes
will have the Put Right if, during the 20 trading days ending immediately before
the anticipated effective date of the Merger, the closing price per share of
RTC common stock has not exceeded $35.91 on at least ten such trading days. RTC
and TRCH today announced that, as the closing price per share of RTC common
stock has exceeded $35.91 on the required number of trading days, the holders of
its Notes will not have the Put Right in connection with the Merger if it is
consummated on February 27, 1998.
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