-----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, MYCC/OrhJWNL2zYYRaPXVCTu8/Pb/a9Rw2YvKLc+mDXRIQUDeE41/INd86sTXmLC XcoLFPa8zTL6kiYzL4r8Tw== 0001017062-98-001995.txt : 19980923 0001017062-98-001995.hdr.sgml : 19980923 ACCESSION NUMBER: 0001017062-98-001995 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980922 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: POS AM SEC ACT: SEC FILE NUMBER: 333-10839 FILM NUMBER: 98712793 BUSINESS ADDRESS: STREET 1: 1180 WEST SWEDESFORD RD STREET 2: BLDG 2, STE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 6106444796 MAIL ADDRESS: STREET 1: 1180 WEST SWEDESFORD ROAD BLDG 2 STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 POS AM 1 FORM S-3 AMENDMENT #1 As filed with the Securities and Exchange Commission on September 22, 1998 Registration No. 333-10839 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ 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) ------------------------------ Copies to: Cynthia M. Dunnett, Esq. Ronn S. Davids, Esq Riordan & McKinzie 300 S. Grand Ave., 29th Floor Los Angeles, CA 90071 ------------------------------ 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. [_] ================================================================================ 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 --------------------------------------- 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 --------- ----- ---- /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 - ----------------------- Leonard W. Frie
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