<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION FILE NO. 333-69227
SUPPLEMENT NO. 5 DATED JULY 27, 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, Supplement
No. 2 dated March 20, 2000, Supplement No. 3 dated April 27, 2000, and
Supplement No. 4 dated June 7, 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 Percentage
notes owned common of common
that may be Percentage stock that stock
Name sold of notes may be sold/1/ outstanding/2/
--------------------------------------------- -------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
J. Paul Getty Fund 535,000 * 16,306 *
Levco Alternative Fund, Ltd. 505,000 * 15,391 *
OCM High Yield Limited Partnership 2,685,000 * 81,834 *
Purchase Associates, L.P. 250,000 * 7,619 *
Southwest Securities, Inc. 20,000 * 609 *
The Common Fund for Non-Profit Organizations 55,000 * 1,676 *
The Travelers Indemnity Company 2,274,000 * 69,308 *
</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 81,455,148 shares of our common stock outstanding at May 1, 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.
