-----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, TmmrqyphaLanM7XmwkskU7yEQnInjmlYiWOndLHa6PCM+UExH+mbl3zmhsEwcQ8s latR5NVuYhzR9z5vlEvT2g== 0000950144-05-009105.txt : 20050826 0000950144-05-009105.hdr.sgml : 20050826 20050825182001 ACCESSION NUMBER: 0000950144-05-009105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050824 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAL CARE GROUP INC CENTRAL INDEX KEY: 0000920052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621622383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16733 FILM NUMBER: 051049879 BUSINESS ADDRESS: STREET 1: 2100 WEST END AVENUE STREET 2: SUITE 800 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153455500 8-K 1 g97121e8vk.htm RENAL CARE GROUP, INC. RENAL CARE GROUP, INC.
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UNITED STATES
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):          August 24, 2005
RENAL CARE GROUP, INC.
 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-27640   62-1622383
         
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)
2525 West End Avenue
Suite 600
Nashville, TN 37203
(Address of Principal Executive Offices, including Zip Code)
(615) 345-5500
(Registrant’s telephone number, including area code)
N/A
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EX-99.1 PRESS RELEASE DATED AUGUST 24, 2005

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Item 8.01 Other Events.
     On August 24, 2005, Renal Care Group, Inc. (the “Company”) issued a press release announcing that its shareholders voted to adopt the agreement under which Fresenius Medical Care AG will acquire the Company for $48.00 per share of common stock. A copy of that press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     Exhibit 99.1 Press Release, dated August 24, 2005, announcing that its shareholders voted to adopt the agreement under which Fresenius Medical Care AG will acquire the Company for $48.00 per share of common stock.

 

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SIGNATURE
     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 CARE GROUP, INC.
 		  
  By:   /s/ David M. Dill    
    David M. Dill   
    Executive Vice President and Chief
Financial Officer 		  
 
Dated: August 24, 2005

 

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INDEX TO EXHIBITS
         
EXHIBIT NO.   DESCRIPTION
  99.1    
Press Release, dated August 24, 2005, announcing that its shareholders voted to adopt the agreement under which Fresenius Medical Care AG will acquire the Company for $48.00 per share of common stock

 

EX-99.1 2 g97121exv99w1.txt EX-99.1 PRESS RELEASE DATED AUGUST 24, 2005 EXHIBIT 99.1 RENAL CARE GROUP SHAREHOLDERS APPROVE MERGER AGREEMENT WITH FRESENIUS MEDICAL CARE AG NASHVILLE, Tenn.--(BUSINESS WIRE)--Aug. 24, 2005--Renal Care Group, Inc. (NYSE: RCI) announced today that its shareholders voted overwhelmingly to adopt the agreement under which Fresenius Medical Care AG will acquire Renal Care Group, Inc. for $48.00 per share of common stock. At its Special Meeting of Shareholders held today, the affirmative vote of almost 99% of the shares of common stock present at the meeting was received to approve the merger agreement set forth in the proxy materials dated July 21, 2005. The vote in favor of approval represented almost 80% of Renal Care Group's outstanding shares of common stock. The acquisition may not be completed until 30 days after the Company and Fresenius Medical Care have substantially complied with the Federal Trade Commission's request for additional information, or until earlier satisfaction by the FTC that the transaction will not raise anti-competitive concerns. Renal Care Group is cooperating with the FTC in its review, and the transaction is expected to close by the end of 2005. Renal Care Group, Inc. is a specialized dialysis services company that provides care to patients with kidney disease. The Company serves over 31,900 patients at more than 450 outpatient dialysis facilities in addition to providing acute dialysis services at more than 210 hospitals. Over 9,200 associates provide services across the Company's 34-state network. More information about Renal Care Group, Inc. may be found at www.renalcaregroup.com. Certain statements in this press release, particularly statements about the acquisition of Renal Care Group by Fresenius Medical Care, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are usually preceded by words like believe, expect, plan, intend, will and the like, include statements regarding the transaction with Fresenius Medical Care and any other statements that necessarily depend on future events. These forward-looking statements reflect management's expectations and are based upon currently available information. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Renal Care Group to differ materially from those expressed in or implied by the forward-looking statements, including risks related to: the consummation of the transaction between Renal Care Group and Fresenius Medical Care, the dependence of our profits on the services we provide to a small portion of our patients with private insurance; changes in the Medicare and Medicaid programs; changes in the health care delivery, financing or reimbursement systems; risks related to the drug Epogen (EPO); compliance with health care and other applicable laws; and dependence on executive officers. These and other factors affecting the Company are discussed in more detail in Renal Care Group's reports filed with the Securities and Exchange Commission, including without limitation Renal Care Group's most recent annual report on Form 10-K and any quarterly reports on Form 10-Q filed after that annual report. Copies of these filings are available from Renal Care Group upon request. -----END PRIVACY-ENHANCED MESSAGE-----