As filed with the Securities and Exchange Commission on September 22, 1998
Registration No. 333-10839
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Renal Treatment Centers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2518331
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 W. Swedesford Road, Building 2, Suite 300
Berwyn, PA 19312
(610) 644-4796
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John E. King
Chief Financial Officer
Total Renal Care Holdings, Inc.
21250 Hawthorne Boulevard, Suite 800
Torrance, CA 90503
(310) 792-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Cynthia M. Dunnett, Esq.
Ronn S. Davids, Esq
Riordan & McKinzie
300 S. Grand Ave., 29th Floor
Los Angeles, CA 90071
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Approximate date of commencement of proposed sale of the securities to the
public: Not Applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is file to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement on
Form S-3 (Registration No. 333-10839) (the "Registration Statement") which
registers the resale of $125,000,000 aggregate principal amount of the
Registrant's 5 5/8% Convertible Subordinated Notes due 2006 (the "Notes") issued
in a private placement on June 12, 1996, and the resale of up to 3,654,971
shares of the common stock of the Registrant (the "Shares"), which were
initially issuable upon conversion of the Notes by any holder of the Notes that
did not purchase the Notes under the Registration Statement. The Registration
Statement does not cover the issuance of shares of common stock upon conversion
of the Notes into shares of common stock. The Securities and Exchange
Commission declared the Registration Statement effective on September 3, 1996.
Pursuant to the terms of the Registration Rights Agreement, dated June 12,
1996, by and among the Registrant and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC, J.C. Bradford & Co. and
Wessells, Arnold & Henderson, the Registrant's obligation to maintain the
effectiveness of the Registration Statement has expired. In addition, the Notes
and the Shares are no longer restricted securities and are therefore no longer
required to be offered by the holders thereof in registered resale transactions
described in the prospectus filed as part of the Registration Statement.
Accordingly, this Post-Effective Amendment No. 1 is being filed to deregister
the Notes and the Shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement No. 333-10839 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Swedesford, State of Pennsylvania, on September
21, 1998.
Renal Treatment Centers, Inc.,
a Delaware corporation
By: /s/ JOHN E. KING
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John E. King
Vice President, Chief Financial Officer
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement No. 333-10839 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ VICTOR M.G. CHALTIEL Chairman of the Board, President, Chief September 21, 1998
- ------------------------ Executive Officer and Director (Principal
Victor M.G. Chaltiel Executive Officer)
/s/ JOHN E. KING Vice President, Chief Financial Officer and September 21, 1998
- ----------------------- Assistant Secretary (Principal Financial and
John E. King Accounting Officer)
/S/ LEONARD W. FRIE Director September 21, 1998
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Leonard W. Frie