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) February 25, 1998
-------------------------------
(February 18, 1998)
-------------------------------
Total Renal Care Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4034 51-0354549
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503-5517
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 792-2600
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On February 18, 1998, Renal Treatment Centers, Inc. ("RTC"), a Delaware
corporation, announced that the holders of its 5 5/8% Convertible Subordinated
Notes due 2006 (the "Notes") will not have the right to require RTC to
repurchase the Notes at par (the "Put Right") as a result of the anticipated
merger of RTC with Nevada Acquisition Corp. ("Merger Sub"), a Delaware
corporation and wholly-owned subsidiary of Total Renal Care Holdings, Inc. (the
"Company"), a Delaware corporation, pursuant to the Agreement and Plan of Merger
dated as of November 18, 1997, among the Company, RTC and Merger Sub.
A copy of the joint press release issued by the Company and RTC on February
18, 1998, with respect to the Put Right 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 February 18, 1998
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.
TOTAL RENAL CARE HOLDINGS, INC.
(registrant)
Dated: February 25, 1998 By: /s/ John E. King
------------------------------------------
John E. King
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Press Release dated February 18, 1998