===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 1997 Renal Treatment Centers, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-14142 23-2518331 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) 1180 West Swedesford Road, Building 2, Suite 300 Berwyn, PA 19312 (Address of Principal Executive Office) Registrant's telephone number, including area code: (610) 644-4796 ===================================================================== Item 5. Other Events On November 18, 1997, Renal Treatment Centers, Inc. ("RTC") entered into an Agreement and Plan of Merger dated as of November 18, 1997 (the "Merger Agreement") among RTC, Total Renal Care Holdings, Inc. ("TRCH") and Nevada Acquisition Corp. ("Newco"). Pursuant to and subject to the terms and conditions of the Merger Agreement, Newco will be merged with and into RTC, in connection with which each share of RTC common stock will be converted into 1.335 shares of TRCH common stock (the "Merger"). The Merger will require the approval of the shareholders of RTC and TRCH and is subject to other customary closing conditions. The Merger is expected to be consummated in the first quarter of 1998; however, no assurance can be given that the consummation of the Merger will occur on this timetable. A copy of the press release issued by RTC on November 19, 1997, with respect to the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1 Press Release dated November 19, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Renal Treatment Centers, Inc. By:/s/ Ronald H. Rodgers, Jr. ----------------------------- Ronald H. Rodgers, Jr. CFO and Vice President-Finance November 25, 1997 EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release dated November 19, 1997