<PAGE>
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO 333-69227
SUPPLEMENT NO. 3 DATED APRIL 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 and Supplement
No. 2 dated March 20, 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 Percentage Shares of Percentage of
amount of of notes common common stock
notes owned stock that outstanding/2/
that may be may be sold/1/
sold
<S> <C> <C> <C> <C>
Cummins Engine $3,000,000 * 91,435 *
Company - High Yield
Eli Lilly and Company 1,000,000 * 30,478 *
Retirement
Fluor Corporation Master 1,000,000 * 30,478 *
Retirement Trust Global
Bond
Forum Capital Markets 1,000,000 * 30,478 *
L.L.C.
General Retirement 500,000 * 15,239 *
System of the City of
Detroit
Interlocal Pension 600,000 * 18,287 *
Fund of the Graphic
Communications
International Union
Johns Hopkins Hospital & 200,000 * 6,095 *
Affiliates Pension Trust
Lafarge Corporation 150,000 * 4,571 *
Northern Life Insurance 1,000,000 * 30,478 *
Company
Philip Morris Companies, 1,000,000 * 30,478 *
Inc.
Reliaster Life Insurance 1,000,000 * 30,478 *
Company of New York
The Indiana State 1,500,000 * 45,717 *
Teachers Retirement Fund
The Rotary Foundation 350,000 * 10,667 *
The Travelers Indemnity 2,274,000 * 69,308 *
Company
The Travelers Insurance 1,455,000 * 44,346 *
Company
The Travelers Insurance 171,000 * 5,211 *
Company Separate
Account TLAC
The Travelers Series 600,000 * 18,287 *
Convertible Bond
Portfolio
West Virginia University 140,000 * 4,266 *
Foundation
</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.
