-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RofyOUoRIyDMkE1RNI4uFD6WLHQHQS9V7jmqaIUI1mER4aqAuXr1XExTPxBz06Mu uopkTQO4Oa6ZIIL0V8m0Hg== 0000950157-97-000612.txt : 19971126 0000950157-97-000612.hdr.sgml : 19971126 ACCESSION NUMBER: 0000950157-97-000612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAL TREATMENT CENTERS INC /DE/ CENTRAL INDEX KEY: 0000899169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232518331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14142 FILM NUMBER: 97727643 BUSINESS ADDRESS: STREET 1: 1180 WEST SWEDESFORD RD STREET 2: BLDG 2, STE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 6106444796X6176 MAIL ADDRESS: STREET 1: 1180 WEST SWEDESFORD ROAD BLDG 2 STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 8-K 1 CURRENT REPORT ===================================================================== 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 EX-99 2 PRESS RELEASE [Exhibit 99.1] [LOGO] Total Renal Care, Inc. PRESS RELEASE FOR FURTHER INFORMATION PLEASE CONTACT: AT TOTAL RENAL CARE, INC: AT THE FINANCIAL RELATIONS BOARD: VICTOR M.G. CHALTIEL, CEO DANIEL SAKS/LARRY DELANEY, GENERAL INFO. OR JOHN E. KING, CFO MOIRA CONLON, INVESTOR CONTACT AT (310) 792-2600 AT (310) 442-0599 KATHY BRUNSON, INVESTOR CONTACT AT RENAL TREATMENT CENTERS, INC.: AT (312) 266-7800 ROBERT L. MAYER, JR., PRESIDENT & CEO OR RONALD H. RODGERS, JR., CFO AT 610-644-4796 TOTAL RENAL CARE AND RENAL TREATMENT CENTERS AGREE TO MERGE TRC To Exchange 1.335 Shares For Each RTC Share In $1.3 Billion Pooling-Of-Interests Transaction HIGHLIGHTS INCLUDE: o Immediately accretive to TRC earnings per share o Solidifies TRC's position as leading national independent dialysis provider, with 358 centers, 25,900 patients in 32 states, Washington, D.C., Guam, Puerto Rico, Argentina and Europe; leading provider in several states, key MSAs and Argentina o Provides strong platform to accelerate TRC's aggressive, yet disciplined, growth strategy both domestically and internationally o Combined Q3 annualized net revenues, EBITDA and net income of approximately $800 million, $200 million and $70 million, respectively o Increased critical mass to provide significant cost savings and synergies TORRANCE, Calif., Wednesday, November 19, 1997 - Total Renal Care Holdings, Inc. (NYSE: TRL) and Renal Treatment Centers, Inc. (NYSE: RXT) today announced that the companies have entered into a definitive agreement to merge in a stock-for-stock transaction in which TRC will exchange 1.335 shares for each RTC share in a tax-free exchange. Based on the closing price of $31.125 per TRC share on November 18, 1997, the transaction values each RTC share at $41.55, which represents an aggregate value for the RTC shares of approximately $1.3 billion. The transaction will be accounted for as a pooling-of-interests. The merger, which will approximately double TRC's size, will solidify the combined company's position as the largest national independent provider of dialysis services in the U.S. The combined company currently operates 358 facilities serving approximately 25,900 patients. In addition, the combined company has entered into definitive agreements or agreements in principle to acquire an additional 31 centers with approximately 3,700 patients by December 31, 1997. As a result, by the end of 1997 the combined company will serve 27,800 domestic patients, with leading positions in several states and key MSAs. Outside the U.S., the combined company will provide dialysis services to approximately 1,800 additional patients in Argentina, the United Kingdom and Italy. "We are excited to be joining forces with TRC," said Robert L. Mayer, Jr., RTC's president and CEO. "Its quality and outcomes programs, focused managed-care strategy, extensive renal-related support programs, and exceptionally strong track record will ensure future growth." "We are pleased that Bob Mayer, a pioneer in the dialysis services industry, will join our Board of Directors and work closely with us to ensure a successful integration," said Victor M.G. Chaltiel, TRC's chairman, president and CEO. "Renal Treatment Centers provides a strong platform for us to accelerate our aggressive, yet disciplined, growth strategy both in the U.S. and internationally. We will now have the critical mass necessary to ensure our position as the leading independent provider of dialysis services in the U.S. and the resources to rapidly expand into highly fragmented international markets." "We have known and respected RTC's team for a long time," Chaltiel continued. "Their geographic cluster strategy is entirely consistent with our own approach. In particular, the merger will add strong new positions in Oklahoma, Colorado and Hawaii, and strengthen our current market positions in Southern California, Pennsylvania, Eastern Texas, Georgia and North Carolina." Chaltiel added: "Following the merger, we will have a stronger operating and financial base upon which to grow. We have identified $8.2 million and $22.8 million of annual cost savings and synergies to be achieved in 1998 and 1999, respectively, and we expect the transaction to be immediately accretive to earnings." The merger, which requires approval of both companies' shareholders, is subject to other customary closing conditions and is expected to be consummated in the first quarter of 1998. Donaldson, Lufkin & Jenrette Securities Corporation is serving as financial adviser to TRC, and UBS Securities LLC is acting as financial adviser to RTC. Selected operating & financial results ($ in millions except net revenue per treatment data) CURRENT TRC RTC COMBINED Centers: Domestic 188 136 324 International 6 28 34 ---------------------- Total Current 194 164 358 Agreements (definitive or in principle) 15 16 31 ---------------------- Total projected year-end 209 180 389 Patients: Domestic 14,650 9,450 24,100 International 250 1,550 1,800 ------------------------- Total Current 14,900 11,000 25,900 Agreements (definitive or in principle) 1,500 2,200 3,700 ------------------------- Total projected year-end 16,400 13,200 29,600 ========================= QUARTER ENDED SEPTEMBER 30, 1997 ANNUALIZED TRC RTC COMBINED ----------------------------- Total Treatments 1,959,692 1,616,580 3,576,272 Net Revenues $454.7 $346.2 $800.9 EBITDA 112.6 90.1 202.6 Net Income 39.5 30.6 70.1 Net Revenues per Treatment $232.01 $214.18 $223.95 EBITDA Margin 24.8% 26.0% 25.3% Renal Treatment Centers, Inc. provides dialysis treatments and ancillary services to patients suffering from chronic kidney failure, primarily in free-standing outpatient dialysis treatment centers or in the patient's home. RTC operates a total of 164 dialysis centers in 23 states, Washington, D.C. and the Republic of Argentina. In these centers, RTC provides dialysis services for approximately 11,000 patients. RTC also provides in-patient dialysis services to more than 125 hospitals. Total Renal Care Holdings, Inc. owns and operates 194 free-standing kidney dialysis centers and home peritoneal dialysis programs in 18 states as well as Washington, D.C., Puerto Rico, Guam and Europe, serving approximately 14,900 patients. TRC also provides acute hemodialysis services to in-patients at 119 hospitals. The company operates ESRD laboratory and pharmacy facilities as well as vascular access management, transplant services and ESRD clinical research programs. For information on Total Renal Care Holdings, Inc., via facsimile at no cost, dial 1-800-PRO-INFO and dial company code TRL. (The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. The information contained in this release, other than historical data, contains statements that are forward-looking, such as references to the future performance of the combined company, growth opportunities, combined operation cost savings and synergies, the company's dependence on Medicare, Medicaid and other sources of reimbursement, government regulations, competition and dependence on physician referrals. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results. Accordingly, such results may differ from those expressed in forward-looking statements made by or on behalf of the company. For more information on the potential factors that could affect the company's financial results, review the company's filings with the Securities and Exchange Commission, including the company's annual report on Form 10-K and the company's other filings with the SEC.) ### -----END PRIVACY-ENHANCED MESSAGE-----