Dialysis Corp of America (DCAI) SC TO-T/A Third party tender offer statement (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

DIALYSIS CORPORATION OF AMERICA

(Name of Subject Company (Issuer))

URCHIN MERGER SUB, INC.

a wholly owned subsidiary of

U.S. RENAL CARE, INC.

(Name of Filing Persons (Offerors))

Common Stock, par value $0.01 per share
(Title of Class of Securities)

252529102
(CUSIP Number of Class of Securities)

Thomas L. Weinberg, Esq.
Senior Vice President and General Counsel
U.S. Renal Care, Inc.
2400 Dallas Parkway, Suite 350
Plano, Texas 75093
(214) 736-2700

(Name, address, and telephone number of person authorized to
receive notices and communications on behalf of Filing Persons)

Copy to:

James R. Griffin, Esq.
Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201-2784
(214) 855-8000

CALCULATION OF FILING FEE

Transaction Valuation *	Amount of Filing Fee **
$111,378,634	$7,942

*	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 9,610,373 shares of common stock, par value $0.01 per share, at $11.25 per share. The transaction valuation also includes: (i) the offer price of $11.25 multiplied by 100,000, the estimated number of options to purchase shares that are currently outstanding and exercisable upon expiration of the offer; and (ii) the offer price of $11.25 multiplied by 189,950, the number of derivative securities in the form of shares of restricted stock and restricted stock units that are currently outstanding.
**	The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued by the Securities and Exchange Commission on December 17, 2009, by multiplying the transaction value by .00007130.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$7,942
Form or Registration Number:	Schedule TO-T
Filing party:	U.S. Renal Care, Inc. and Urchin Merger Sub, Inc.
Date filed:	April 22, 2010

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-Party Tender Offer Subject to Rule 14d-1

o Issuer Tender Offer Subject to Rule 13e-4

o Going Private Transaction Subject to Rule 13e-3

o Amendment to Schedule 13D Under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:o

INTRODUCTORY STATEMENT

     This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) that was originally filed with the Securities and Exchange Commission on April 22, 2010 by (i) Urchin Merger Sub, Inc., a Florida corporation (“Offeror”) and a wholly owned subsidiary of U.S. Renal Care, Inc., a Delaware corporation (“USRC”), and (ii) USRC. The Schedule TO relates to the offer by Offeror to purchase all of the outstanding shares of common stock, $0.01 par value per share, of Dialysis Corporation of America, a Florida corporation (“DCA”), at a purchase price of $11.25 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 22, 2010, and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) hereto, respectively. This Amendment is being filed on behalf of Offeror and USRC. The information set forth in the Offer to Purchase, including the Annexes thereto, and the related Letter of Transmittal, is hereby expressly incorporated by reference herein, and is supplemented by the information specifically provided herein.

     Capitalized terms used and not defined in this Amendment have the meanings assigned to such terms in the Schedule TO.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is amended and supplemented by amending and supplementing the information set forth in Section 14 (Certain Legal Matters) of the Offer to Purchase as follows:

The following paragraph replaces the first paragraph under the caption “Certain Legal Matters” on page 50:

On or about April 30, 2010, a purported class action lawsuit related to the Offer and the Merger was filed in the Circuit Court for Anne Arundel County, Maryland captionedFrancis Myskowsky, et al. v. Dialysis Corporation of America, et al.The action, brought by Francis and Marian Lee Myskowsky, purported shareholders of DCA, seeks certification of a class of all holders of shares of DCA Common Stock (except the defendants and their affiliates) and names DCA, each of DCA’s directors, USRC and Offeror as defendants. The lawsuit alleges, among other things, that DCA’s directors breached their fiduciary duties by, among other things: (i) agreeing to certain provisions in the Merger Agreement that could discourage or inhibit alternative competing offers; (ii) failing to maximize shareholder value; and (iii) omitting or failing to disclose material information related to the Offer and the Merger to the investing public. In addition, the lawsuit alleges that DCA and USRC aided and abetted such alleged breaches of fiduciary duties by DCA’s directors. Based on these allegations, the lawsuit seeks, among other relief, injunctive relief enjoining the defendants from consummating the Offer and the Merger and unspecified damages, costs, attorneys’ fees and other expenses.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

U.S. RENAL CARE, INC.
By:	/s/ Thomas L. Weinberg
Name:	Thomas L. Weinberg
Title:	Senior Vice President and General Counsel
URCHIN MERGER SUB, INC.
By:	/s/ Thomas L. Weinberg
Name:	Thomas L. Weinberg
Title:	Vice President

Dated: May 7, 2010

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	Offer to Purchase, dated April 22, 2010*
(a)(2)	Form of Letter of Transmittal*
(a)(3)	Form of Notice of Guaranteed Delivery*
(a)(4)	Form of Letter from the Information Agent to Brokers, Dealers, Banks, Trust Companies and Other Nominees*
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees*
(a)(6)	Internal Revenue Service Form W-9*
(a)(7)	Joint Press Release issued by U.S. Renal Care, Inc. and Dialysis Corporation of America, dated April 14, 2010 (incorporated by reference to the Schedule TO-C filed by U.S. Renal Care, Inc. with the Securities and Exchange Commission on April 14, 2010)
(a)(8)	Summary Newspaper Advertisement published in The New York Times on April 22, 2010*
(a)(9)	Complaint captionedFrancis Myskowsky, et al. v. Dialysis Corporation of America, et alfiled on April 30, 2010, in the Circuit Court for Anne Arundel County, Maryland
(b)(1)	Debt Commitment Letter, dated as of April 13, 2010, by and between U.S. Renal Care, Inc. and Royal Bank of Canada*
(d)(1)	Agreement and Plan of Merger, dated as of April 13, 2010, by and among U.S. Renal Care, Inc., Urchin Merger Sub, Inc. and Dialysis Corporation of America*
(d)(2)	Form of Tender and Voting Agreement, dated as of April 13, 2010, by and among U.S. Renal Care, Inc., Urchin Merger Sub, Inc., Dialysis Corporation of America and each of the following: Robert W. Trause, Kenneth J. Bock, Joanne Zimmerman, Stephen W. Everett, Daniel R. Ouzts, Andrew J. Jeanneret, Peter D. Fischbein, Thomas K. Langbein, and Thomas P. Carey*
(d)(3)	First Amendment to Employment Agreement, dated as of April 13, 2010, by and between Dialysis Corporation of America and Thomas K. Langbein*
(d)(4)	First Amendment to Employment Agreement, dated as of April 13, 2010, by and between Dialysis Corporation of America and Thomas P. Carey*
(d)(5)	First Amendment to Employment Agreement, dated as of April 13, 2010, by and between Dialysis Corporation of America and Stephen W. Everett*
(g)	Not applicable
(h)	Not applicable

* Previously filed with the Schedule TO.