-----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, U5oVVH66UlW4mHnpyVICXqxkk3QrV9V4b/JajorQ2YjgPGWn/L77Cat8/weQS3YU sgSEnJ0DfPRL6pObaF44Uw== 0000950157-98-000093.txt : 19980219 0000950157-98-000093.hdr.sgml : 19980219 ACCESSION NUMBER: 0000950157-98-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980218 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980218 SROS: NONE 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: 98544644 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): February 17, 1998 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 February 17, 1998, Renal Treatment Centers, Inc. (the "Company") announced financial results for the year ended December 31, 1997. On February 18, 1998, the Company announced that the holders of its 5 5/8% Convertible Subordinated Notes due 2006 (the "Notes") will not have the right to require the Company to repurchase the Notes at par (the "Put Right") as a result of the anticipated merger of the Company with Nevada Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Total Renal Care Holdings, Inc. ("TRCH"), a Delaware corporation, pursuant to the Agreement and Plan of Merger dated as of November 18, 1997, among the Company, TRCH and Merger Sub. A copy of the press release issued by the Company on February 17, 1998, with respect to its financial results for the year ended December 31, 1997, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the joint press release issued by the Company and TRCH on February 18, 1998, with respect to the Put Right is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated February 17, 1998 99.2 Press Release dated February 18, 1998 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 February 18, 1998 -2- EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release dated February 17, 1998 99.2 Press Release dated February 18, 1998 EX-99.1 2 PRESS RELEASE DATED FEBRUARY 17, 1998 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Ronald H. Rodgers, Jr. Vice President - Finance and Chief Financial Officer 610-644-4796 RENAL TREATMENT CENTERS ANNOUNCES YEAR-END RESULTS Berwyn, Pennsylvania (February 17, 1998) - Renal Treatment Centers, Inc. (NYSE:RXT) today announced financial results for the year ended December 31, 1997. Robert L. Mayer, Jr., chairman, president and chief executive officer of Renal Treatment Centers, Inc. said, "Renal Treatment Centers has enjoyed another successful year in terms of financial results, operational performance, acquisitions, and the seamless integration of newly acquired facilities. In 1997, the Company acquired 65 facilities and developed 11 de novo facilities. We now operate 188 facilities in 24 states, the District of Columbia and the Republic of Argentina, providing dialysis services to over 13,400 patients." For the fourth quarter ended December 31, 1997, revenues increased 48.2% to $97,999,269 compared with $66,148,647 for the same period in 1996. Net income available to common stockholders for the quarter ended December 31, 1997, increased 34.3% to $9,916,655, or $0.33 per share based upon 29,972,526 fully diluted weighted average shares outstanding in the fourth quarter, compared with net income available to common stockholders of $7,384,155, or $0.25 per share based upon 29,391,531 fully diluted weighted average shares outstanding in the same period last year. For the year ended December 31, 1997, revenues increased 41.4% to $332,939,155 from $235,396,566 in the same period in 1996. Net income available to common stockholders for the year ended December 31, 1997, increased 39.3% to $33,671,312, or $1.13 per share, compared with last year's $24,169,535, or $0.87 per share, before nonrecurring merger expenses and one-time tax charges related to the mergers. Since the beginning of the fourth quarter, Renal Treatment Centers, Inc. acquired 28 dialysis centers and 34 related acute care programs. The dialysis centers acquired are: -MORE- RXT Announces Year-End Results Page 2 February 17, 1998
Effective Treatment Patients Clinic Centers Stations Served Domestic: Tomball Dialysis, Inc., Tomball, TX 1 13 54 Palmerton Regional Dialysis Center, Inc., Palmerton, PA 1 9 39 Pocono Regional Dialysis Center, Inc., East Stroudsburg, PA 1 15 45 Longview Dialysis Center, LLC, Longview, TX 2 40 202 Conroe Dialysis Center, PA, Conroe, TX 1 20 102 Satellite Dialysis Affiliated Companies, California/Nevada 12 231 1,550 Dialysis Center of Norfolk, Norfolk, VA 1 12 31 Peninsula Dialysis Center, Inc., Newport News, VA 1 24 75 Tri-City Dialysis Center, Inc., Hopewell, VA 1 16 52 J.D. Bell, M.D., P.A., Bedford, TX[1] 1 15 62 Life Care Dialysis Center, Inc., New York, New York[1],[2] 1 25 260 - -- --- 23 420 2,472 -- --- ----- Argentina Theradial S.A., Sanatorio Mitre/LaMerced 2 15 54 Theradial S.A., Quilmes[1] 1 5 20 Instituto Privada De Nefrologia S.A., Santiago del Estero[1] 1 17 86 Servicio De Nefrologia Del Hospital Regional Espanol de Bahia Blanca S.R.L.[1] 1 8 33 - - -- 5 45 193 - -- --- Total 28 465 2,665 == === =====
On November 19, 1997, Renal Treatment Centers and Total Renal Care Holdings, Inc. announced that the companies have entered into a definitive agreement to merge in a stock-for-stock transaction in which Total Renal Care will exchange 1.335 shares for each Renal Treatment Center share in a tax-free exchange. The merger, which requires the approval of - -------- 1 Effective 1/1/98 2 Administrative Services Agreement -MORE- RXT Announces Year-End Results Page 3 February 17, 1998 both companies' shareholders, is expected to be consummated on February 27, 1998. In conclusion, Mr. Mayer said, "We are very excited about our pending merger with Total Renal Care. Once the merger is completed, the combined company will operate over 390 facilities serving approximately 29,400 patients. In addition, the Company will provide dialysis services to approximately 2,000 patients in Argentina, the United Kingdom and Italy. This merger will create a company with an even stronger operating and financial base upon which to grow. I look forward to joining the Board of Directors and working with the Total Renal Care management to ensure a successful integration." This press release contains forward-looking statements. The Company cautions that a number of factors, including those expressed in its Annual Report on Form 10-K for the year ended December 31, 1996, and unforseen changes in economic conditions in the United States and the Republic of Argentina, could cause actual results to differ materially from those expressed in any forward-looking statements. There can be no assurances that the pending transaction described above will occur in the period expected, or at all. Renal Treatment Centers, Inc. provides dialysis treatments and ancillary services to patients suffering from chronic kidney failure, primarily in its freestanding outpatient dialysis treatment centers or in the patient's home. The Company currently operates 188 dialysis centers in 24 states, the District of Columbia and the Republic of Argentina. In these centers, the Company provides dialysis services for over 13,400 patients. The Company also provides inpatient dialysis services to over 130 hospitals. -MORE- RXT Announces Year-End Results Page 4 February 17, 1998 RENAL TREATMENT CENTERS, INC. Consolidated Statements of Earnings (Unaudiated)
Three Months Ended Year Ended December 31, December 31, ------------------------- --------------------------- 1997 1996 1997 1996 ----------- ------------ ------------ ------------ Net revenues ...................... $ 97,999,269 $ 66,148,647 $332,939,155 $235,396,566 Operating costs and expenses ...... 70,862,283 50,200,964 246,884,591 179,896,315 Depreciation and amortization ..... 8,358,064 4,701,745 27,478,658 17,076,827 ------------ ------------ ------------ ------------ Income from operations ............ 18,778,922 11,245,938 58,575,906 38,423,424 Interest expense, net ............. 4,542,130 1,406,388 11,637,567 4,384,043 ------------ ------------ ------------ ------------ Income before merger costs and .... 14,236,792 9,839,550 46,938,339 34,039,381 taxes Income taxes ...................... 5,409,981 3,640,633 17,686,892 12,594,570 ------------ ------------ ------------ ------------ Net income before merger costs .... $ 8,826,811 $ 6,198,917 $ 29,251,447 $ 21,444,811 ============ ============ ============ ============ Net income available to common stockholders before merger costs .. $ 9,916,655 $ 7,384,155 $ 33,671,312 $ 24,169,535 ============ ============ ============ ============ Weighted average shares outstanding 29,972,526 29,391,531 29,853,547 27,686,629 Earnings per share before merger costs ............................. $ 0.33 $ 0.25 $ 1.13 $ 0.87 ============ ============ ============ ============ Net income after merger costs and one-time tax charges .............. $ 8,826,811 $ 6,198,917 $ 29,251,447 $ 19,290,265 ============ ============ ============ ============ Net income available to common stockholders after merger costs and one-time tax charges .............. $ 9,916,655 $ 7,384,155 $ 33,671,312 $ 22,014,989 ============ ============ ============ ============ Weighted average shares outstanding 29,972,526 29,391,531 29,853,547 27,686,629 Earnings per share ................ $ 0.33 $ 0.25 $ 1.13 $ 0.80 ============ ============ ============ ============
-###- EX-99.2 3 PRESS RELEASE DATED FEBRUARY 18, 1998 Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Renal Treatment Centers, Inc. Total Renal Care Holdings, Inc. Ronald H. Rodgers, Jr. John E. King Vice President - Finance and Vice President - Finance and Chief Financial Officer Chief Financial Officer 610-644-4796 310-792-2600 RENAL TREATMENT CENTERS 5 5/8% CONVERTIBLE SUBORDINATED NOTES DUE 2006 DO NOT HAVE REPURCHASE OPTION IN CONNECTION WITH MERGER Berwyn, Pennsylvania (February 18, 1998) - Renal Treatment Centers, Inc. (NYSE:RXT) ("RTC") and Total Renal Care Holdings, Inc. (NYSE:TRL) ("TRCH") announced today that the holders of RTC's 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 (the "Merger") of RTC with Nevada Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of TRCH, pursuant to the Agreement and Plan of Merger dated as of November 18, 1997, among RTC, Merger Sub and TRCH. Assuming receipt of stockholder approvals, the Merger currently is expected to close on February 27, 1998. The Notes were issued pursuant to an Indenture dated as of June 12, 1996, between RTC and PNC Bank, National Association, as trustee (the "Indenture"). The Indenture provides that, as a result of the Merger, each holder of Notes will have the Put Right if, during the 20 trading days ending immediately before the anticipated effective date of the Merger, the closing price per share of RTC common stock has not exceeded $35.91 on at least ten such trading days. RTC and TRCH today announced that, as the closing price per share of RTC common stock has exceeded $35.91 on the required number of trading days, the holders of its Notes will not have the Put Right in connection with the Merger if it is consummated on February 27, 1998. -###- -----END PRIVACY-ENHANCED MESSAGE-----