-----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, AQJ/v37VLUPKZ9nQDW4HV+sYSbtsNNqA5HS4cXHrri/MQ2FB1Ly1yGu1aNHQMEEO +JdgI5OKhUnanfYLIof4iQ== 0001036050-97-000176.txt : 19970428 0001036050-97-000176.hdr.sgml : 19970428 ACCESSION NUMBER: 0001036050-97-000176 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970425 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14142 FILM NUMBER: 97587578 BUSINESS ADDRESS: STREET 1: 1180 WEST SWEDESFORD RD STREET 2: BLDG 2, STE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 2156444796 MAIL ADDRESS: STREET 1: 1180 WEST SWEDESFORD ROAD BLDG 2 STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [_] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) for the fiscal year ended or -------------- [X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition period from April 1, 1996 to December 31, 1996 Commission file number 1-14142 RENAL TREATMENT CENTERS, INC. SAVINGS PLAN (Full title of the plan) RENAL TREATMENT CENTERS, INC. 1180 W. Swedesford Road Building 2, Suite 300 Berwyn, Pennsylvania 19312 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) REQUIRED INFORMATION Financial Statements Statement of Net Assets Available for Plan Benefits, as of December 31, 1996. Statement of Changes in Net Assets Available for Plan Benefits for the nine months ended December 31, 1996. Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Renal Treatment Centers, Inc. has duly caused this report to be signed by the undersigned thereunto duly authorized. RENAL TREATMENT CENTERS, INC. SAVINGS PLAN Date: April 24, 1997 By: /s/Michael Cutuli ----------------------------- ------------------------- Michael Cutuli Plan Administrator RENAL TREATMENT CENTERS, INC. SAVINGS PLAN REPORT ON AUDIT OF FINANCIAL STATEMENTS as of and for the nine months ended December 31, 1996 RENAL TREATMENT CENTERS, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS ----------- Report of Independent Accountants................... 2 Financial Statements: Statement of Net Assets Available for Plan Benefits, December 31, 1996....................... 3 Statement of Changes in Net Assets Available for Plan Benefits for the nine months ended December 31, 1996............................ 4 Notes to Financial Statements..................... 5-9 Supplemental Information: Schedule of Net Assets Held for Investment Purposes at December 31, 1996 11
-1- Report of Independent Accountants To the Participants and Administrator of the Renal Treatment Centers, Inc. Savings Plan: We have audited the accompanying statement of net assets available for benefits of the Renal Treatment Centers, Inc. Savings Plan as of December 31, 1996 and the related statement of changes in net assets available for benefits for the nine months ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996, and the changes in net assets available for benefits for the nine months ended December 31, 1996 in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of net assets held for investment at December 31, 1996, is presented for the purpose of additional analysis and is not a required part of the basic financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented herein for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedule and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. 600 Lee Road Wayne, Pennsylvania April 4, 1997 -2- RENAL TREATMENT CENTERS, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1996
Fund Information ------------------------------------------------------------------------------------------- CIGNA CIGNA CIGNA CIGNA CIGNA CIGNA Fidelity Guaranteed Lifetime Lifetime Lifetime Lifetime Lifetime Growth Income 20 30 40 50 60 Opportunities Fund Fund Fund Fund Fund Fund Fund ------------------------------------------------------------------------------------------- Cash Investments, at current value $ 3,409,205 $ 117,546 $178,564 $146,321 $ 65,193 $17,908 $ 1,990,459 Participant notes receivable Receivables: Employer's contributions, net of forfeitures 11,013 1,367 1,299 1,618 483 144 3,227 Participant's contributions 17,363 5,413 5,620 7,157 3,032 703 13,463 -------------------------------------------------------------------------------------------- 28,376 6,780 6,919 8,775 3,515 847 16,690 -------------------------------------------------------------------------------------------- Net assets available for plan benefits $ 3,437,581 $ 124,326 $185,483 $155,096 $ 68,708 $18,755 $ 2,007,149 ============================================================================================ - ---------------------------------------------------------------------------------- Warburg Pincus Warburg Pincus Warburg Pincus Growth Emerging International Renal Treatment & Income Growth Equity Centers Participant Fund Fund Fund Common Stock Notes Total - ---------------------------------------------------------------------------------- $ 921 $114,344 $377,400 $ 92,894 $273,351 6,783,185 $189,533 189,533 1,302 4,085 1,040 5,167 30,745 6,267 17,268 4,690 11,911 92,887 - -------------------------------------------------------------------------------------- 7,569 21,353 5,730 17,078 0 123,632 - -------------------------------------------------------------------------------------- $121,913 $398,753 $ 98,624 $290,429 $189,533 $ 7,097,271 ======================================================================================
The accompanying notes are an integral part of the financial statements. -3- RENAL TREATMENT CENTERS, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION For the nine months ended December 31, 1996 Fund Information
-------------------------------------------------------------------------------- General Asset General Asset CIGNA CIGNA Fund Fund U.S. Money Guaranteed Lifetime Non-Participant Participant Stock Market Income 20 Directed Directed Fund Fund Fund Fund -------------------------------------------------------------------------------- Additions Additions to net assets attributed to: Investment Income: Net appreciation (depreciation) in current value of investments - - - - $ 116,483 $ 4,438 Interest Income: Loan - - - - - - -------------------------------------------------------------------------------- 116,483 4,438 -------------------------------------------------------------------------------- Contributions: Employer - - - - 265,711 18,559 Participants - - - - 685,977 83,884 -------------------------------------------------------------------------------- 0 0 0 0 951,688 102,443 -------------------------------------------------------------------------------- Total Additions 0 0 0 0 1,068,171 106,881 -------------------------------------------------------------------------------- Deductions Deductions from net assets attributed to: Benefits paid to participants - - - - 158,466 501 Administrative Expenses - - - - 2,093 8 -------------------------------------------------------------------------------- Total Deductions 0 0 0 0 160,559 509 -------------------------------------------------------------------------------- Net increase prior to interfund transfers - - - - 907,612 106,372 Interfund Transfers (901,343) (1,513,802) (1,511,240) (340,914) 2,529,969 17,954 Net increase (decrease) (901,343) (1,513,802) (1,511,240) (340,914) 3,437,581 124,326 Net Assets available for plan benefits: Beginning of period 901,343 1,513,802 1,511,240 340,914 - - -------------------------------------------------------------------------------- End of period - - - - 3,437,581 124,326 ================================================================================ - --------------------------------------------------------------------------------------------------------------------- CIGNA CIGNA CIGNA CIGNA Fidelity Warburg Pincus Warburg Pincus Warburg Pinc Lifetime Lifetime Lifetime Lifetime Growth Growth Emerging Internation 30 40 50 60 Opportunities & Income Growth Equity Fund Fund Fund Fund Fund Fund Fund Fund - --------------------------------------------------------------------------------------------------------------------- $ 5,237 $ 4,946 $2,369 $ 617 $ 240,191 $1,071 $ 10,816 $2,760 - - - - - - - - - ------------------------------------------------------------------------------------------------------------------- 5,237 4,946 2,369 617 240,191 1,071 10,816 2,760 - ------------------------------------------------------------------------------------------------------------------- 21,220 23,113 6,276 2,224 80,214 16,930 55,078 13,247 160,753 119,642 42,514 11,224 421,860 94,699 253,937 72,653 - ------------------------------------------------------------------------------------------------------------------- 181,973 142,755 48,790 13,448 502,074 111,629 309,015 85,900 - ------------------------------------------------------------------------------------------------------------------- 187,210 147,701 51,159 14,065 742,265 112,700 319,831 88,660 - ------------------------------------------------------------------------------------------------------------------- 1,628 1,196 2,256 316 100,416 416 3,042 143 68 35 12 0 1,300 67 94 10 - ------------------------------------------------------------------------------------------------------------------- 1,696 1,231 2,268 316 101,716 483 3,136 153 - ------------------------------------------------------------------------------------------------------------------- 185,514 146,470 48,891 13,749 640,549 112,217 316,695 88,507 (31) 8,626 19,817 5,006 1,366,600 9,696 82,058 10,117 185,483 155,096 68,708 18,755 2,007,149 121,913 398,753 98,624 - - - - - - - - - ------------------------------------------------------------------------------------------------------------------- 185,483 155,096 68,708 18,755 2,007,149 121,913 398,753 98,624 =================================================================================================================== - -------------------------------------------------------- Renal Treatment Centers Participant Common Stock Notes Other Total - -------------------------------------------------------- $ (31,268) - - $357,660 - 2,935 - 2,935 ----------------------------------------------------- (31,268) 2,935 0 360,595 ----------------------------------------------------- 76,642 - - 579,214 218,055 - 921 2,166,119 ----------------------------------------------------- 294,697 0 0 2,745,333 ----------------------------------------------------- 263,429 2,935 921 3,105,928 ----------------------------------------------------- 3,007 - - 271,387 882 - - 4,569 ----------------------------------------------------- 3,889 0 0 275,956 ----------------------------------------------------- 259,540 2,935 921 2,829,972 30,889 186,598 - - 290,429 189,533 921 2,829,972 - - - 4,267,299 ----------------------------------------------------- 290,429 189,533 921 7,097,271 =====================================================
The accompanying notes are an integral part of the financial statements. -4- RENAL TREATMENT CENTERS, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------------------- 1. Description of Plan: ------------------- The following description of the Renal Treatment Centers, Inc. ("Company") Savings Plan ("Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Renal Treatment Centers, Inc. serves as the Plan Administrator. The Plan's assets are held and managed by the trustee, CG Trust Company, a CIGNA affiliate, in the Renal Treatment Centers, Inc. Savings Plan Trust (the "Trust"). Effective April 1, 1996, the Plan entered into a group annuity contract (the "Contract") with Connecticut General Life Insurance Company, a subsidiary of CIGNA. Assets are held by the trustee until they are used to purchase annuities for participants at retirement or on earlier termination of employment with vested benefits. Fees, charges and taxes payable by the Plan and/or trustee and the trustee compensation are outlined in the trust agreement and the Contract. Basis of Presentation and Plan Amendments: - ------------------------------------------ Effective March 31, 1996, the Plan elected to terminate its relationship with Principal Mutual Life Insurance Company. The net assets of the Plan were transferred to CG Trust Company, an affiliate of CIGNA. The Plan's financial statements for the nine month period ended December 31, 1996 have been prepared for inclusion in Form 11-K filed with the Securities and Exchange Commission. On April 1, 1996, as approved by the Board of Directors on December 5, 1996, the Plan was amended to provide increased investment opportunities for the participating employees. The number of investment options increased to eleven, including the option to invest in the Company's common stock. These financial statements have been prepared for the nine month period as allowed by Form 11-K, representing the period since the investment option to purchase Company securities began. In addition, the Plan was amended to accelerate the vesting schedule, to revise the employer matching of contributions and to provide a loan feature which allows participants to borrow from their fund accounts. General: - -------- The Plan is a defined contribution plan covering substantially all employees of Renal Treatment Centers, Inc. and its Subsidiaries who have completed six months of eligible service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974(ERISA). Contributions: - -------------- Contributions to the Plan are made by participants and the Company. A participant may elect to contribute up to 15% of pre-tax earnings (basic contribution). The employer will contribute $.50 for every $1.00 of pre-tax contributions up to a maximum of 5% of eligible earnings. The total basic and supplemental pre-tax contributions for each participant may not exceed $9,500 per Plan year for 1996. The basic and supplemental pre-tax contributions are not taxable to the employee for federal income tax purposes. Supplemental contributions are not matched by the Company. -5- NOTES TO FINANCIAL STATEMENTS, Continued -------------------- 1. Description of Plan, Continued: Participant Accounts: - --------------------------- Each participant account is credited with the participant's contribution, an allocation of the Company's contributions and an allocation of Plan earnings. Allocations are based on participant account balances, as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting and Forfeitures: - ------------------------ The value of the Company's matching contributions vest in a participant's account based on years of continuous service as indicated in the following table:
Less than 2 years - 0% 2 years, but less than 3 - 25% 3 years, but less than 4 - 50% 4 years, but less than 5 - 75% 5 years or more - 100%
However, a participant becomes 100% vested after attaining age 65, becoming permanently and totally disabled or at the date of their death. Early retirement is permitted upon attaining age 59 1/2 and 5 years of vested service. Notwithstanding the event which gives rise to a participant's termination of employment, the balance of the participant's contributions plus actual earnings thereon are always 100% vested and nonforfeitable. If a participant permanently terminates their employment for reasons other than death, total disability or retirement and if the person is not fully vested, they will forfeit the non-vested balance in their account. Under certain conditions, participants may have their previously forfeited balance reinstated within the five-year period following their date of retirement or termination. At December 31, 1996 forfeited nonvested accounts totaled $51,514. These accounts will be used to reduce future employer contributions. Also, for the nine month period April 1, 1996 to December 31, 1996, no employer contributions were reduced by forfeited nonvested accounts. Participant Notes Receivable: - ----------------------------- Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from 1-5 years or up to 25 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Interest rates range from 6 percent to 10 percent. Principal and interest is paid ratably through monthly payroll deductions. -6- NOTES TO FINANCIAL STATEMENTS, Continued --------------------- Payment of Benefits: - ------------------- Benefits are paid according to the vested interest to which participants are entitled upon retirement, termination, death or disability. Upon retirement, death or disability, benefits are distributed to the participant or beneficiary in annual installments under various payment options or in a lump sum payment at the election of the participant or their beneficiary. Upon termination, a participant with an account balance exceeding $3,500 may make an irrevocable election to have the balance distributed to them, or defer commencement of the distribution until normal retirement age. If the balance does not exceed $3,500, the amount is distributable to them in a lump sum payment. 2. Summary of Significant Accounting Policies: Plan Termination: - ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their employer contribution accounts. Basis of Accounting: - ------------------- The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition : - ------------------------------------------- Investments in the CIGNA Lifetime Funds, CIGNA Guaranteed Income Fund, Fidelity Advisor Growth Opportunities Fund, Warburg Pincus Advisor Growth & Income Fund, International Equity Fund, and Emerging Growth Fund are stated at market value as reported to the Plan by CIGNA. The market value of investments in Renal Treatment Center, Inc. Common Stock is based on quoted market prices as of the last business day of the Plan year. Investment income and interest are recorded as earned on the accrual basis. Dividends are recorded on the ex-dividend date. Participant loans receivable are valued at the outstanding principal loan amount which approximates fair value. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. Payment of Benefits: - -------------------- Benefits are recorded when paid. -7- NOTES TO FINANCIAL STATEMENTS, Continued -------------------- Use of Estimates: - ----------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from the estimates. Risks and Uncertainties: - ------------------------ The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. Plan Expenses: - ------------- Administrative expenses of the Plan of approximately $34,115 were paid by the Company for the nine months ended December 31, 1996. 3. Investments ----------- Under the Plan, each participant may direct his contributions to be invested in one or more of the following investment programs administered by the Connecticut General Life Insurance Company, a CIGNA company, the Investment Manager of Plan assets. Upon enrollment in the Plan, a participant may direct employee contributions in 1 percent increments in any of the 10 investment options or the Company stock. Participants may change their investment options at any time and their contribution percentage on a quarterly basis. CIGNA Lifetime Funds - These funds are comprised of five distinct, multi-asset - -------------------- class, multi-manager investment portfolios which invest in different bond/stock mixes. Fidelity Advisor Growth Opportunities Fund - This fund invests primarily in - ------------------------------------------ common stocks and securities convertible into common stock. Warburg Pincus Advisor Growth & Income Fund - This fund invests in income - ------------------------------------------- producing securities, including, but not limited to, dividend paying equity securities and fixed income securities, including common stocks and other marketable securities which derive their value from common stocks, such as rights and warrants. Warburg Pincus Advisor International Equity Fund - This fund invests in a - ------------------------------------------------ broadly diversified portfolio of equity securities of financially strong non- U.S. issuers located in growing international economies. Warburg Pincus Advisor Emerging Growth Fund - This fund invests in equity - ------------------------------------------- securities of small to medium sized domestic companies with emerging or renewed growth potential. CIGNA Guaranteed Income Fund - This fund invests in a diversified portfolio of - ---------------------------- high quality, fixed income instruments (principally intermediate-term bonds and commercial mortgages within Connecticut General's General Account). -8- NOTES TO FINANCIAL STATEMENTS, Continued 4. Related Party Transactions: --------------------------- Certain Plan investments are shares of mutual funds managed by CIGNA. CIGNA is the trustee as defined by the Plan. Fees were paid by the Company for the investment management services and therefore are not party-in-interest transactions. 5. Tax Status ---------- The Internal Revenue Service has determined and informed the Company by a letter dated December 20, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan's administrator and in-house counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. -9- Supplemental Information -10- RENAL TREATMENT CENTERS, INC. SAVINGS PLAN SCHEDULE OF NET ASSETS HELD FOR INVESTMENT at December 31, 1996 -------------------------
Desription of Investment Identity of Issuers, Including Maturity Date, Borrower, Lessor Rate of Interest, Collateral, Current or Similar Party Par or Maturity Value Cost Value --------------------- ---------------------------- ------------- ---------------- Connecticut General CIGNA Guaranteed Long Life Insurance Company Term Fund $ 3,409,204.55 $ 3,409,204.55 Connecticut General Life Insurance Company Lifetime 20 $ 113,119.37 $ 117,546.48 Connecticut General Life Insurance Company Lifetime 30 $ 173,677.15 $ 178,564.43 Connecticut General Life Insurance Company Lifetime 40 $ 141,665.83 $ 146,321.26 Connecticut General Life Insurance Company Lifetime 50 $ 62,946.71 $ 65,193.37 Connecticut General Life Insurance Company Lifetime 60 $ 17,313.76 $ 17,907.61 Connecticut General Fidelity Advisor Growth Life Insurance Company Opportunities $ 1,763,451.15 $ 1,990,458.77 Connecticut General Warburg Pincus Growth Life Insurance Company & Income $ 113,302.82 $ 114,343.76 Connecticut General Warburg Pincus Emerging Life Insurance Company Growth Fund $ 366,505.04 $ 377,400.22 Connecticut General Warburg Pincus Life Insurance Company International Equity $ 90,137.09 $ 92,893.71 National Financial RTC Common Stock $ 305,690.73 $ 273,350.84 Services Co. Cash Transaction Account (GST) $ 920.72 $ 920.72 Connecticut General Life Insurance Company Outstanding Participant Loan, Interest rate 8.75% - 10.00% ---- $ 189,533.22
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