<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
RGISTRATION NO. 333-69227
SUPPLEMENT NO. 1 DATED FEBRUARY 24, 2000
TO PROSPECTUS DATED JANUARY 28, 2000
RELATING TO $345,000,000 PRINCIPAL AMOUNT OF 7% CONVERTIBLE
SUBORDINATED NOTES DUE 2009 AND
10,515,087 SHARES OF
TOTAL RENAL CARE HOLDINGS, INC.
COMMON STOCK
The purpose of this supplement is to provide information regarding selling
securityholders in addition to those listed in the prospectus dated January 28,
2000, forming a part of registration statement no. 333-69227 on Form S-3, or to
update the information regarding selling securityholders previously listed in
the prospectus.
The table has been prepared based upon information furnished to us by or on
behalf of the selling securityholders listed below. We have not independently
verified this information.
<TABLE>
<CAPTION>
- ------------------------ --------------- ------------ -------------- ---------------
Name Principal
amount of Shares of
notes owned Percentage common Percentage of
that may be of notes stock that common stock
sold may be sold/1/ outstanding/2/
<S> <C> <C> <C> <C>
Prospect Street High $ 2,500,000 * 76,196 *
Income Portfolio, Inc.
Lehman Brothers, Inc. 13,030,000 3.8% 397,135 *
Fidelity Advisor Series II: 25,020,000 7.3% 762,572 *
Fidelity Advisor High
Yield Fund/3/
Fidelity Summer Street 7,550,000 2.2% 230,112 *
Trust: Fidelity Capital &
Income Fund/3/
Fidelity Financial Trust: 6,446,000 1.9% 196,464 *
Fidelity Convertible
Securities Fund/3/
Goldman Sachs and 1,500,000 * 45,717 *
Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------ --------------- ------------ -------------- ---------------
Name Principal
amount of Shares of
notes owned Percentage common Percentage of
that may be of notes stock that common stock
sold may be sold/1/ outstanding/2/
<S> <C> <C> <C> <C>
Northwestern Mutual Life
Insurance Company/4/ 10,000,000 2.9% 304,785 *
</TABLE>
Other than their ownership of our securities, none of these selling
securityholders has had any material relationship with us within the past three
years.
____________________
* Less than 1%.
____________________
1. Assumes conversion of the full amount of notes owned by each selling
securityholder at the initial conversion price of $32.81 per share. Under the
terms of the indenture governing the notes, cash will be paid instead of issuing
fractional shares upon conversion.
2. Based on 81,222,168 shares of our common stock outstanding at February 22,
2000. In accordance with the rules of the SEC, the percentage of common stock
outstanding owned by each selling securityholder is computed as follows: (a) the
numerator is the number of shares of common stock held by that selling
securityholder upon conversion of all notes owned by that selling securityholder
and (b) the denominator includes the number of shares of common stock
outstanding and the number of shares of common stock held by that selling
securityholder upon conversion of all notes owned by that selling
securityholder.
3. The selling securityholder is either an investment company or a portfolio of
an investment company registered under Section 8 of the Investment Company Act
of 1940, as amended, or a private investment account advised by Fidelity
Management & Research Company, or FMR. FMR is an investment advisor registered
under Section 203 of the Investment Advisers Act of 1940, as amended, and
provides investment advisory services to the selling securityholder and to other
registered investment companies and to certain other funds which are generally
offered to a limited group of investors. FMR is a wholly-owned subsidiary of FMR
Corp.
4. Includes $500,000 in principal amount held in The Northwestern Mutual Life
Insurance Company Group Annuity Separate Account.
