<PAGE>
FILED PURSUANT TO
RULE 424 (b)(3)
REGISTRATION NO. 333-69227
SUPPLEMENT NO. 2 DATED MARCH 21, 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, as supplemented by Supplement No. 1 dated February 24, 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>
Principal
amount of Shares of
notes owned common Percentage of
that may be Percentage stock that common stock
Name sold of notes may be sold(1) outstanding(2)
- -------------------------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C>
California State $ 230,000 * 7,010 *
Automobile Association
IBM Retirement Plan 470,000 * 14,324 *
OCM High Yield Fund II, 3,615,000 1.1% 110,179 *
Limited Partnership
Southwest Securities, Inc. 15,000 * 457 *
</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 81,244,001 shares of our common stock outstanding at March 15,
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.
