<PAGE>
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 27, 1998
-------------------------------
Total Renal Care Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4034 51-0354549
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503-5517
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 792-2600
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
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 information
related to this transaction which would otherwise be required under
Items 2 and 7 is not provided herein pursuant to General Instruction
B.3. of Form 8-K as substantially the same information required by
Items 2 and 7 has been "previously reported" (as defined in
Rule 12b-2) by the registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press Release dated February 27, 1998
2
<PAGE>
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: March 13, 1998 By: /s/ John E. King
------------------------------------------
John E. King
Vice President and Chief Financial Officer
3
<PAGE>
TOTAL RENAL CARE HOLDINGS, INC.
INDEX TO EXHIBITS
Number Description of Exhibit
99.1 Press Release dated February 27, 1998.
4
<PAGE>
NEWS
BULLETIN
From:
FRB
- --------------------------------------------------------------------------------
The Financial Relations Board Inc.
( BW) (TOTAL-RENAL-CARE)(TRL) Total Renal Care Stockholders
Overwhelmingly Approve Renal Treatment Centers Merger
Business Editors/Health & Medical Writers
TORRANCE, Calif.--(BW HealthWire)--Feb. 27, 1998--Total Renal Care
Holdings, Inc. (NYSE:TRL), the third largest (and largest independent) worldwide
provider of dialysis services, yesterday announced stockholder approval by an
overwhelming margin of its merger with Renal Treatment Centers, Inc. (NYSE:RXT)
at a Special Meeting of its Stockholders. The merger will be effective on
February 27, 1998 through the issuance of approximately 35.2 million additional
shares of Total Renal Care Common Stock.
TRL Stockholders also approved the following two other proposals that
were presented in the Total Renal Care's and Renal Treatment Center's Joint
Proxy Statement dated January 23, 1998: an amendment to increase the number of
TRL authorized shares of common stock from 55 million to 195 million; and an
amendment to TRL's 1997 equity compensation plan to increase by 3 million the
number of shares of TRL common stock authorized for issuance under the 1997
plan.
"The overwhelming shareholder support is a vote of confidence for our
merger with Renal Treatment Centers as well as our management team, all our
employees and physician partners," said Victor M.G. Chaltiel, chairman,
president and chief executive officer of Total Renal Care. "The integration of
our two companies is proceeding smoothly. The combined entity will enable us to
continue to implement our aggressive, yet disciplined, growth strategy and
enhance the combined company's operations. Upon completion of the merger, Total
Renal Care will operate 393 facilities in 32 states and three foreign
countries."
In a separate meeting, the stockholders of Renal Treatment Centers
approved the merger as well.
Torrance-based Total Renal Care Holdings is the third-largest (and
largest independent) worldwide provider of integrated dialysis for patients
suffering from chronic kidney failure. The Company owns and operates high-
quality, free-standing kidney dialysis centers and home peritoneal dialysis
programs in 20 states, as well as Washington, D.C., Puerto Rico, Guam and
Europe, and also provides high-quality acute hemodialysis services to in-
patients at 127 hospitals. TRL has 205 outpatient dialysis facilities, seven of
which are located in Europe, with 3,205 stations and provides services to more
than 16,400 patients. The Company additionally operates ESRD laboratory and
pharmacy facilities, as well as vascular access management, transplant services
and ESRD clinical research programs.
For information on Total Renal Care Holdings, Inc., via facsimile at
no cost, call 1-800-PRO-INFO and dial company code TRL.
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
regarding operations integration and market opportunities and involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Factors which 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. The forward-looking statements should be considered in
light of these risks and uncertainties.
--30--
CONTACT: AT THE COMPANY
VICTOR M.G. CHALTIEL, CEO
OR JOHN E. KING, CFO
310/792-2600
or
AT THE FINANCIAL RELATIONS BOARD
LARRY DELANEY, GENERAL INFORMATION
MOIRA CONLON, INVESTOR CONTACT
MICHAELLE BURSTIN, MEDIA CONTACT
310/442-0599
KATHY BRUNSON, INVESTOR CONTACT
312/266-7800
