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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-126398

Offer to exchange

$500,000,000 6 ⁵/8% Senior Notes due 2013

which have been registered under the Securities Act of 1933,

for any and all of the outstanding 6 ⁵/8% Senior Notes due 2013

$850,000,000 7 ¹/4% Senior Subordinated Notes due 2015

which have been registered under the Securities Act of 1933,

for any and all of the outstanding 7 ¹/4% Senior Subordinated Notes due 2015

The terms of the senior notes we are issuing will be substantially identical to the outstanding senior notes that we issued on March 22, 2005 and the terms of the senior subordinated notes we are issuing will be substantially identical to the outstanding senior subordinated notes that we issued on March 22, 2005, in each case, except for the elimination of some transfer restrictions, registration rights and the conditional right to receive additional interest payments.

The senior notes will mature on March 15, 2013, and the senior subordinated notes will mature on March 15, 2015. Interest on the notes will accrue from March 22, 2005, and be payable March 15 and September 15 of each year. The first interest payment date will be September 15, 2005.

We may redeem some or all of the senior notes at any time on or after March 15, 2009 and we may redeem some or all of the senior subordinated notes at any time on or after March 15, 2010, in each case at the redemption prices set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the senior notes or the senior subordinated notes, as the case may be, using the proceeds of certain equity offerings, before March 15, 2008. Upon certain sales of assets or if we experience specific kinds of changes of control, we must make an offer to purchase the notes.

On December 6, 2004, we entered into an agreement to acquire Gambro Healthcare, Inc., as described in this prospectus. We anticipate that the acquisition will not be completed until after the exchange offer contemplated hereby is consummated. This exchange offer is not contingent upon our closing of the acquisition. The indentures governing the notes do not contain any provisions requiring us to repurchase or redeem any notes if the acquisition agreement is terminated or if we otherwise fail to consummate the Gambro Healthcare acquisition or any of the related transactions in whole or in part. We cannot assure you that the proposed Gambro Healthcare acquisition or the related transactions will be consummated on the terms described in this prospectus or at all.

The notes will be our unsecured obligations. The senior notes will rank equally in right of payment to all of our existing and future unsecured senior debt and senior in right of payment to all of our existing and future unsecured subordinated debt. The senior subordinated notes will be subordinated in right of payment to all of our existing and future senior debt, including the outstanding senior notes and the senior notes issued in exchange for the outstanding senior notes pursuant to the exchange offer contemplated hereby. The notes will be effectively subordinated to our existing and future secured indebtedness (including our senior secured credit facilities) to the extent of the assets securing that indebtedness. The senior notes will be guaranteed on an unsecured senior basis and the senior subordinated notes will be guaranteed on an unsecured senior subordinated basis, in each case, by our subsidiaries that guarantee our senior secured credit facilities.

The exchange offer expires 5:00 p.m., New York City time, September 2, 2005, unless extended by us. You should carefully review the procedures for tendering outstanding notes beginning on page 45 of this prospectus. If you fail to tender your outstanding notes, you will continue to hold unregistered securities and your ability to transfer the outstanding notes will be restricted. The exchange of notes will not be a taxable event for U.S. federal income tax purposes. The exchange offer is not subject to any condition other than (1) that the exchange offer does not violate any applicable law or SEC staff interpretations and (2) that no action or proceeding shall have been instituted in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to prevent us and our subsidiary guarantors from proceeding with or completing the exchange offer. No public market currently exists for the notes. We do not intend to list the notes on a securities exchange and, therefore, no active public market is anticipated.

See “ Risk factors” beginning on page 26 for a discussion of certain risks that you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 22, 2005

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You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with other information, you should not rely on it.

We are offering to exchange the notes only in places where such offers and exchanges are permitted.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Each broker-dealer that receives notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of notes received in exchange for restricted notes where such restricted notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, until the earlier of (a) 180 days after the closing of the exchange offer or (b) the first day after the consummation of the exchange offer when participating broker-dealers no longer have a prospectus delivery obligation under SEC staff interpretations, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of distribution.”

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DaVita Inc. is a Delaware corporation. Our principal executive offices are located at 601 Hawaii Street, El Segundo, California 90245 and our telephone number at that address is (800) 310-4872. Our website is located at www.davita.com. The information on our website is not part of this prospectus.

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Industry and Gambro Healthcare data

This prospectus includes industry position and other industry data and forecasts that we obtained from internal company reports and industry publications, including reports prepared by the United States Renal Data System, or USRDS, the Centers for Medicare and Medicaid Services, or CMS, and the Kidney Epidemiology and Cost Center of the University of Michigan. Although we believe that the information on which we have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and we have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Our internal company reports have not been verified by any independent source. Statements as to our industry position are based on market data currently available to us. Statements we make in this prospectus that are based on reports published by USRDS are based on the 2004 Annual Data Report which is based on 2002 data, which we believe is the most current information publicly available from USRDS. The information in this prospectus and the documents incorporated or deemed to be incorporated by reference herein concerning Gambro Healthcare is based on information provided to us by Gambro Healthcare’s management. We have not independently verified this information, and, accordingly, the accuracy of this information is not guaranteed. While we are not aware of any misstatements regarding our or Gambro Healthcare’s industry data presented or incorporated or deemed to be incorporated by reference herein, this information involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading “Risk factors” in this prospectus.

Trademarks

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business, including “DaVita” and “RMS.” Each trademark, service mark or trade name of any other company appearing in this prospectus belongs to its holder.

Forward-looking statements

This prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus contain statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934. We intend these forward-looking statements to be covered by the safe harbor provisions for such statements contained in these documents. All statements other than statements of historical fact in this prospectus or referred to or incorporated or deemed to be incorporated by reference into this prospectus are “forward-looking statements” for purposes of these sections. These statements include, among other things, statements about our expectations, beliefs, intentions or strategies for the future, statements concerning our future operations, financial conditions and prospects, statements regarding our expectations for treatment growth rates, revenue per treatment, expense growth, levels of the provision for uncollectible accounts receivable, operating income, cash flow, capital expenditures, acquisitions, the integration of Gambro Healthcare and anticipated costs, benefits and savings, the impact of Gambro Healthcare on our financial performance, our level of indebtedness, pro forma financial information and other information, and any statement of assumptions underlying any of the foregoing. These statements can sometimes be identified by the use of the forward-looking words such as “may,” “believe,” “will,” “should,” “could,” “would,” “expect,” “project,”

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“estimate,” “anticipate,” “plan,” “continue,” “seek,” “pro forma,” “forecast,” or “intend” or other similar words or expressions of the negative thereof.

These statements involve substantial known and unknown risks and uncertainties. Some of the factors that could cause actual results to differ materially from the forward-looking statements we make or incorporate by reference in this prospectus are described under “Risk factors” and in the documents incorporated or deemed to be incorporated by reference in this prospectus. These factors include, but are not limited to:

Our actual results may differ materially from results anticipated in our forward-looking statements. We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise any of these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

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Summary

This summary does not contain all of the information that may be important to you. You should read the entire prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus, including the financial statements and related notes, before making an investment decision. Unless otherwise indicated, financial information included in this prospectus is presented on an historical basis. We sometimes refer to the exchange of our restricted senior notes for senior notes that have been registered under the Securities Act and the exchange of our restricted senior subordinated notes for senior subordinated notes that have been registered under the Securities Act as the “exchange offer.” We sometimes refer to the senior notes and senior subordinated notes being issued in exchange for the restricted senior notes and the restricted senior subordinated notes, respectively in this exchange offer as the “notes.” Unless this prospectus indicates otherwise or the context otherwise requires (i) the terms “we,” “our,” “us,” “DaVita” and “the Company” refer to DaVita Inc. and its consolidated subsidiaries, (ii) the term “Gambro Healthcare” refers to Gambro Healthcare, Inc. and its combined subsidiaries, (iii) references to the “Gambro Healthcare Acquisition” mean the consummation of the Gambro Healthcare acquisition (without giving effect to the Divestitures), borrowings under our new senior secured credit facilities of the amount required to finance the acquisition and the payment of all related fees and expenses, all as described herein and references to the “Divestitures” mean the anticipated divestiture of 70 of the combined companies’ centers undertaken in connection with the approval by the Federal Trade Commission of the Gambro Healthcare Acquisition (as described under “The Gambro Healthcare acquisition”), (iv) references to the “Notes Transactions” mean the issuance of the restricted senior notes and the restricted senior subordinated notes, the repayment of all outstanding amounts under the term loan portions of our existing senior secured credit facilities, and the payment of all related fees and expenses, all as described herein, (v) references to the “Transactions” mean the Gambro Healthcare Acquisition, the Divestitures and the Notes Transactions, (vi) pro forma financial data and information contained in this prospectus gives effect to the Transactions, and (vii) references to information in this prospectus being “pro forma for the Gambro Healthcare acquisition” means that we have given effect to the acquisition of Gambro Healthcare (without giving effect to the Divestitures) as if it had occurred on January 1, 2004 in the case of income statement items and other financial data derived therefrom or March 31, 2005 in the case of balance sheet items and other financial data derived therefrom and operating data.

DaVita Inc.

Our business

Overview.  We are a leading provider of kidney dialysis services in the United States for patients suffering from chronic kidney failure, also known as end stage renal disease, or ESRD. ESRD is the stage of advanced kidney impairment that requires routine dialysis treatments or a kidney transplant to sustain life. Dialysis is the process of removing toxins, fluids and salt from the blood of ESRD patients by artificial means. As of March 31, 2005, we operated 665 outpatient dialysis centers located in 37 states and the District of Columbia, and provided dialysis services to approximately 55,000 patients. Our centers offer outpatient hemodialysis treatments and other ESRD-related services such as the administration of physician-prescribed pharmaceuticals,

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including erythropoietin, or EPO, vitamin D analogs and iron supplements, as well as services for home dialysis patients, vascular access and disease management services. In addition, we provide acute inpatient dialysis services in approximately 380 hospitals. For the twelve months ended December 31, 2004 and three months ended March 31, 2005, our consolidated net operating revenues were $2,299 million and $610 million.

On December 6, 2004, we entered into a stock purchase agreement to acquire all of the outstanding capital stock of Gambro Healthcare, Inc. from Gambro, Inc., a subsidiary of Gambro AB, for approximately $3.05 billion, subject to final calculation at closing for the effect of interest, tax elections and other factors. For a further discussion of the calculation of the purchase price, see “The Gambro Healthcare acquisition.” Gambro Healthcare operates Gambro AB’s kidney dialysis services business in the United States. Gambro Healthcare is one of the largest dialysis providers in the United States with combined net operating revenues for the twelve months ended December 31, 2004 of $1,964 million and $495 million for the three months ended March 31, 2005. As of March 31, 2005, Gambro Healthcare operated or managed 566 outpatient dialysis centers located in 32 states and the District of Columbia, and provided dialysis services to approximately 43,000 patients.

Pro forma for the Gambro Healthcare acquisition and the Divestitures, we will be a leading provider of kidney dialysis services in the United States, as measured by both number of treatments and centers. As of March 31, 2005, pro forma for the Gambro Healthcare acquisition and the Divestitures, we operated 1,161 outpatient dialysis centers located in 41 states and the District of Columbia, and provided dialysis services to approximately 91,700 patients. In addition, pro forma for the Gambro Healthcare acquisition and the Divestitures, we also provided acute inpatient dialysis services in approximately 830 hospitals. For the twelve months ended December 31, 2004 and three months ended March 31, 2005, pro forma for the Gambro Healthcare acquisition and the Divestitures, our net operating revenues were $4,007 million and $1,038 million, respectively.

Our industry

There are currently three treatment options for ESRD patients: hemodialysis, peritoneal dialysis and kidney transplantation.

The dialysis industry is characterized by:

Growing patient base.  According to USRDS, there are more than 300,000 ESRD patients who require dialysis in the United States and we believe that the compound annual growth rate in the number of ESRD dialysis patients since the mid-1990s has been approximately 4% to 5%. We expect this growth trend in the number of ESRD patients to continue, principally as a result of

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the continued aging of the population, longer life expectancies of patients with diseases often associated with ESRD, such as diabetes and hypertension, improved medical and dialysis technology and the growth of minority populations that have a higher incidence rate of ESRD.

Universal Medicare reimbursement.  Since 1972, the federal government has provided universal reimbursement for dialysis under the Medicare ESRD program regardless of age or financial circumstances. Under this system, Congress establishes Medicare reimbursement rates for dialysis treatments and related supplies, tests and medications. Of the $25 billion in direct medical payments for ESRD in 2002, approximately $17 billion was paid by the federal government through the Medicare program. Medicare reimburses providers of dialysis services at a composite rate for a designated group of services including the cost of dialysis treatment, the supplies used for these treatments, routine laboratory tests and some medications administered during treatment. Other services and medications, including EPO, vitamin D analogs, iron supplements and non-routine laboratory tests are eligible for separate reimbursement under Medicare and are not part of the composite rate. Although Medicare reimbursement limits the allowable charge per treatment, it provides industry participants with relatively predictable and recurring treatment revenue for dialysis services provided to patients that are covered by the composite reimbursement rate. These patients generated approximately 50% of our 2004 dialysis revenues.

Our competitive strengths

Our competitive strengths include:

Strong and stable cash flow.  We believe that our business provides us with a relatively stable base of cash flow, as our patients typically require treatments at least three times a week for the rest of their lives. Our total patient base continues to grow, driven in part by a demographically growing need for life sustaining dialysis treatments. Our established relationships with our commercial payors coupled with the reliability of reimbursement from Medicare strengthen our cash flow. In recent years, our expenses per dialysis treatment have remained relatively stable, further enhancing the stability of our cash flow. In addition, our centers require limited and predictable maintenance capital expenditures once they are operational. We believe our strong cash flow strengthens our ability both to deleverage from the debt levels that will be required by the Gambro Healthcare acquisition and to fund our future growth initiatives.

Leading provider with strong competitive positioning.  We are a leading provider of kidney dialysis services in the United States, as measured by both number of treatments and centers. Our national scale allows us to (1) strengthen our medical director and referring physician recruitment and retention initiatives; (2) provide our patient base with convenient locations and access to a full range of services; (3) provide a greater depth and breadth of services, including vascular access, nocturnal dialysis, home hemodialysis, peritoneal dialysis and disease management services; (4) develop the expertise and obtain the resources to continue to expand our business through de novo center expansion and selected acquisitions; (5) benefit from economies of scale in purchases of pharmaceuticals; (6) enhance relationships with managed care providers by offering more cost-effective treatments; and (7) leverage information technology and compliance systems. We believe that these factors help contribute to the relative stability of our cash flows.

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Strong clinical outcomes.  We believe that the clinical outcomes of our patient population compare favorably with other dialysis providers and generally exceed the Dialysis Outcome Quality Indicators of the National Kidney Foundation. To measure improvements in our clinical outcomes, we have developed our own index, which we refer to as the DaVita Quality Index, or DQI. DQI takes into account outcomes associated with adequacy of dialysis, anemia management, cardiovascular and bone disease, nutrition, vascular access and mortality. The DQI methodology awards points for the percentage of patients exceeding a specified goal and deducts points for the percentage of patients falling below a certain level, providing an objective measure of our total patient care. We believe that our strong clinical outcomes have led to improved quality of life for our patients, lower mortality rates, reduced hospitalizations and reduced costs to payors. Additionally, we have an active national physician council, consisting of twelve physicians across the country, which advises our senior management on all clinical issues impacting our operations. As a result of our efforts, the clinical outcomes of our patients have improved over each of the past three years, and in 2004 we achieved the best clinical outcomes in our history.

Quality patient care.  We believe our reputation for providing quality patient care is a key factor in attracting patients and qualified medical directors as well as in maintaining and building relationships with referring physicians and managed care payors. To ensure that we continue to provide our patients and referring physicians with a quality environment, we have established quality management programs to monitor and improve the level of services we deliver. These efforts include: the development and implementation of patient care policies and procedures, clinical education and training programs, education and mentoring related to our clinical guidelines and protocols, development of DQI and audits of the quality of services rendered at each of our centers. Our quality management programs are implemented in the field by our team of more than 50 regional quality management coordinators, who work closely with each center’s multi-disciplinary quality management team and are supported by our Chief Medical Officer and Director of Quality Management.

Strong culture of compliance.  Our dialysis operations are subject to extensive federal, state and local government regulations. Management has designed and implemented a company-wide, corporate compliance program as part of our commitment to comply fully with all applicable laws and regulations and to maintain the high standards of conduct we expect from all of our employees, who we refer to as our teammates. To increase awareness of the necessity of complying with all applicable laws and regulations, we have developed ongoing training programs for our teammates through our in-house training program, DaVita University. In addition, we have well-established guidelines around physician roles and responsibilities and require that our physicians attest to their adherence to these guidelines on a periodic basis. Our compliance programs are overseen by our Chief Compliance Officer who reports directly to our Chief Executive Officer and to the Compliance Committee of our Board of Directors. We believe that we have developed a culture that fosters and encourages compliance throughout our Company.

Effective teammate retention and satisfaction.  Our dialysis business requires nurses with specialized training for patients with complex care needs. Recruitment and retention of nurses are continuing concerns for health care providers due to short supply. We have an active program of investing in our teammates and have achieved significant reductions in turnover over the past three years. This has been a major contributor to our performance and improves patient satisfaction with our services. Our annual retention rate among teammates in our patient centers

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has improved by 15% over the prior three years. To meet our recruitment and retention targets, we offer our teammates expanded training opportunities, tuition reimbursements and other incentives.

Experienced management with proven operational and acquisition expertise.  Our management team has extensive experience and expertise in the dialysis industry. Our operational expertise has enabled us to identify opportunities to increase capacity at our existing centers and to design and build new facilities. Since the beginning of 2001 through March 31, 2005, we have successfully acquired and integrated 111 centers. In addition, during this time we have successfully opened 110 government certified de novo centers. Our operational expertise and demonstrated financial discipline in our acquisition and de novo strategies have enabled us to increase treatment volumes while improving our cash flow.

Our strategy

We plan to continue to grow our business and improve our financial performance by implementing our business strategy, the key elements of which are:

Continuous improvement in patient care.  We strive to deliver best-in-class clinical and economic outcomes as well as improve patient loyalty and involvement. Moreover, we are committed to continuous improvement in our medical and clinical processes to attract patients and physicians and in securing relationships with managed care payors. Through our quality management programs supervised by our Chief Medical Officer and Director of Quality Management, we continuously work to promote our high standards of patient care. These efforts include further development and implementation of patient care policies and procedures, clinical education and training programs, clinical guidelines and protocols, and audits of the quality of services rendered at each of our centers.

Expansion of operations.  We intend to continue to pursue strategic opportunities to develop and acquire assets in order to further expand our current base of centers, treatments provided and physician network. We will continue to evaluate acquisition and de novo opportunities that we identify as complementary to our existing base of operations or as compelling for new geographic expansion. We believe that our enhanced geographic presence will enable us to provide a greater breadth and depth of renal care-related services to our patient base and drive future cash flow growth.

Developing and maintaining strong relationships with physicians.  We continuously seek new referring physicians to meet the growing demand for ESRD treatments. We believe that collaborating with these physicians to develop and maintain strong relationships with them leads to enhanced quality of care, patient satisfaction and physician satisfaction. We intend to sustain and strengthen our physician relationships by providing physicians with state-of-the-art centers, expanding our broad array of services and technologies, developing and offering quality training programs and continuing to involve our physicians in establishing clinical guidelines and protocols. We believe that this approach will continue to strengthen our cash flow.

Capitalizing on new technologies and services.  The dialysis industry is changing in two ways: the provision of new services for dialysis patients, such as vascular access programs and home hemodialysis, and increased responsibility for managing the overall health of chronic kidney disease patients. We have developed new services to capitalize on these changes. Our RMS^TM

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vascular access labs provide our patients with urgent repair to fistulas, grafts and catheters on an outpatient basis, thereby avoiding expensive and often dangerous hospitalizations. Our DaVita at Home initiative is committed to leading the introduction and promotion of effective home hemodialysis solutions for healthier, more independent dialysis patients who prefer to dialyze at home. In addition, we are increasingly seeking ways to play a more substantial role in providing more effective care management for chronic kidney disease patients. Our disease management subsidiary is working with commercial payors and CMS to provide services both before and after the beginning of dialysis treatment. These services include the timely identification of patients who will likely require dialysis in the future, patient education regarding the conditions that accelerate the need for dialysis treatments and coordination of care for dialysis patients to reduce expensive hospitalizations and other urgent interventions. We believe that the introduction and further development of these new technologies and services will further broaden our stable cash flow base.

Deleveraging our balance sheet.  Historically, we have generated relatively strong and stable cash flow which has allowed us to fund our growth-related investments while maintaining reasonable leverage levels. During the twelve months ended December 31, 2004 and during the three months ended March 31, 2005 we generated cash flows from operating activities of $420 million and $111 million, respectively. After the consummation of the Gambro Healthcare acquisition, we plan to continue this strategy by utilizing cash flow from DaVita’s and Gambro Healthcare’s combined operations to reduce debt incurred in connection with the Gambro Healthcare acquisition and to fund our future growth initiatives.

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The exchange offer

The exchange offer relates to the exchange of up to $500,000,000 aggregate principal amount of our 6 ⁵/8% Senior Notes due 2013 that have been registered under the Securities Act (the “senior notes”) for an equal aggregate principal amount of our restricted unregistered 6 ⁵/8% Senior Notes due 2013, and the exchange of up to $850,000,000 aggregate principal amount of our 7 ¹/4% Senior Subordinated Notes due 2015 that have been registered under the Securities Act (the “senior subordinated notes”) for an equal aggregate principal amount of our restricted unregistered 7 ¹/4% Senior Subordinated Notes due 2015. The form and terms of the senior notes are substantially the same as the form and terms of the restricted senior notes and the form and terms of the senior subordinated notes are substantially the same as the form and terms of the restricted senior subordinated notes, except, in each case, that the notes have been registered under the Securities Act and will not bear legends restricting their transfer, and will not be entitled to the conditional right to receive additional interest payments or to registration rights. We issued the restricted notes under indentures which grant a number of rights. The notes also will be issued under those indentures and will have the same rights under the applicable indenture as the restricted notes. See “Description of notes.” We are offering to exchange $1,000 principal amount of notes for each $1,000 principal amount of restricted notes. This exchange offer is intended to satisfy your exchange rights under the registration rights agreements we entered into in connection with the issuance of the restricted notes.

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The notes

The following summary contains basic information about the notes that will be issued in exchange for the restricted notes and is not intended to be complete. It does not contain all the information that is important to you. For a more detailed description of the notes, please refer to the section of this prospectus entitled “Description of the notes.”

$850,000,000 in principal amount of 7 ¹/4% Senior Subordinated Notes due 2015.

Senior Subordinated Notes: March 15, 2015

Similarly, the guarantees of the senior notes by our subsidiary guarantors will be unsecured obligations of our subsidiary guarantors

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The senior subordinated notes will be our unsecured senior subordinated obligations and will be subordinated in right of payment to all of our existing and future senior debt, including the restricted senior notes, the senior notes and our senior secured credit facilities, and will be effectively subordinated to all debt of our non-guarantor subsidiaries.

Similarly, the guarantees of the senior subordinated notes by our subsidiaries will be unsecured obligations of our subsidiary guarantors and will be subordinated in right of payment to all existing and future senior debt of such subsidiary guarantors, including the guarantees of the restricted senior notes, the guarantees of the senior notes and the guarantees of our senior secured credit facilities.

The notes will be effectively subordinated to our existing and future secured indebtedness (including under our senior secured credit facilities) to the extent of the assets securing that indebtedness.

As of March 31, 2005, we had $1,368 million in outstanding debt on our consolidated balance sheet (of which $518 million was senior in right of payment to the senior subordinated notes, and $14 million was secured and effectively senior to the notes), and $92 million of available unused borrowing capacity under the revolving portion of our existing senior secured credit facilities (after giving effect to letters of credit for approximately $23 million). After giving pro forma effect to the Gambro Healthcare Acquisition and the Divestitures, as if each had occurred on March 31, 2005, we would have had $4,293 million in outstanding debt on our consolidated balance sheet (of which $3,443 million would have been senior in right of payment to the senior subordinated notes, and $2,939 million would have been secured and effectively senior to the notes), and $172 million of available unused borrowing capacity under the revolving portion of our new senior secured credit facilities (after giving effect to letters of credit for approximately $53 million). See “Unaudited pro forma condensed consolidated financial information—Notes to unaudited condensed consolidated pro forma balance sheet.”

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These covenants are subject to important exceptions and qualifications described under the heading “Description of the notes.” Certain of these covenants applicable to the senior notes or the senior subordinated notes, as the case may be, will be suspended during any period that the specified rating agencies assign the applicable series of notes investment grade ratings in the future and no event of default exists under the applicable indenture. However, if the notes are subsequently downgraded from an investment grade rating, the covenants will be reinstated. See “Description of the notes—Certain covenants—Covenant suspension.”

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The Gambro Healthcare acquisition

The Gambro Healthcare acquisition

On December 6, 2004, we entered into a stock purchase agreement to acquire all of the outstanding capital stock of Gambro Healthcare, Inc. from Gambro, Inc., a subsidiary of Gambro AB, for approximately $3.05 billion, subject to final calculation at closing for the effect of interest, tax elections and other factors. For a further discussion of the calculation of the purchase price, see the footnotes to “The Gambro Healthcare acquisition—Financing of the acquisition.” Gambro Healthcare operates Gambro AB’s kidney dialysis services business in the United States. Gambro Healthcare is one of the largest dialysis providers in the United States with net operating revenues for the twelve months ended December 31, 2004 of $1,964 million and $495 million for the three months ended March 31, 2005. As of March 31, 2005, Gambro Healthcare operated or managed 566 dialysis centers located in 32 states and the District of Columbia, and provided dialysis services to approximately 43,000 patients.

We believe that the Gambro Healthcare acquisition will create a larger, more geographically diverse network of centers which will enable us to efficiently offer a greater breadth and depth of renal care-related services. These services include, but are not limited to, vascular access, home hemodialysis, peritoneal dialysis and disease management services. In addition, we believe there are cost synergy opportunities to be realized in purchasing, administration and information technology as we integrate Gambro Healthcare’s centers. We believe that the acquisition will allow us to further strengthen our relationships with both public and commercial payors with a common goal of providing the highest quality and most cost efficient treatments for our patients.

The consummation of the Gambro Healthcare acquisition is subject to the satisfaction or waiver of a number of conditions, including among other conditions, the expiration of the waiting periods under applicable antitrust regulations. On February 18, 2005, we received a request, called a “second request,” from the Federal Trade Commission, or the FTC, for additional information in connection with its review of our antitrust filing. The effect of the second request is to extend the waiting period imposed by the Hart-Scott-Rodino Act until thirty days after we and Gambro Healthcare have substantially complied with the request, unless that period is extended voluntarily by us and Gambro Healthcare or is terminated sooner by the FTC. We continue to be involved in active discussions with the FTC. Although no final agreement with the FTC has yet been reached, based on our discussions to date we expect we will be required to divest approximately 70 of the combined number of Gambro Healthcare and DaVita centers, which represents approximately 6% of the combined number of Gambro Healthcare and DaVita centers, which represents the same percentage of the combined revenues. However, the final resolution with the FTC could differ. See the notes to the “Unaudited pro forma condensed consolidated financial information” for additional information regarding the assumptions that have been made with respect to the Divestitures. This exchange offer is not conditioned upon the consummation of the Gambro Healthcare Acquisition or the Divestitures and the indentures governing the notes do not contain any provisions requiring us to repurchase or redeem any notes if the acquisition agreement is terminated or if we otherwise fail to consummate the Gambro Healthcare Acquisition in whole or in part. We cannot assure you that the Gambro Healthcare Acquisition or the Divestitures will be consummated on the terms described herein or at all.

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In connection with the acquisition, we will enter into a ten-year alliance and product supply agreement with Gambro Renal Products Inc., a subsidiary of Gambro AB, pursuant to which we will purchase from Gambro Renal Products specified percentages representing a significant majority of our requirements for hemodialysis products, supplies and equipment at fixed prices. For the twelve months ended December 31, 2004, our total spending on hemodialysis products, supplies and equipment was less than 8% of our total operating costs (approximately 7% pro forma for the Gambro Healthcare acquisition).

Financing of the acquisition

We will be required to obtain financing for the Gambro Healthcare acquisition. The terms and conditions of the financing required to consummate the Gambro Healthcare acquisition have not been finalized and are subject to change. We will not finalize the terms until prior to the consummation of the Gambro Healthcare acquisition, but after the consummation of the exchange offer.

We currently intend to enter into new senior secured credit facilities and to use the proceeds from these facilities to finance the Gambro Healthcare acquisition, repay any amounts outstanding under our existing revolving credit facility and pay related fees and expenses. We currently anticipate that the new senior secured credit facilities will provide for borrowings of an aggregate principal amount of approximately $3,150 million, comprised of:

We have commitments from financial institutions to provide these funds subject to various conditions. We intend to borrow all $2,900 million of the term loans and, assuming the Gambro Healthcare acquisition had closed on March 31, 2005, $25 million of the revolving credit facility, simultaneously with the closing of the Gambro Healthcare acquisition.

We expect that our new senior secured credit facilities will be guaranteed by substantially all of our direct or indirect wholly-owned domestic subsidiaries and will be secured by substantially all of our and our subsidiary guarantors’ assets. In particular, these facilities will be secured by first priority pledges of 100% of the equity interests owned by us in our direct and indirect domestic subsidiaries and 65% of the equity interests of our direct foreign subsidiaries, if any.

We expect that our new senior credit facilities will contain limits and restrictions on certain of our business activities. In addition, we expect that the new senior secured credit facilities will require compliance on a quarterly basis with certain financial covenants.

As a result of the borrowings that we will incur to finance the Gambro Healthcare acquisition, the aggregate amount of our indebtedness and annual debt expense will increase substantially following the Gambro Healthcare acquisition. See “Risk factors,” “The Gambro Healthcare acquisition—Financing of the acquisition,” “Capitalization” and “Unaudited pro forma condensed consolidated financial information.”

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Summary unaudited pro forma condensed consolidated financial information

The following summary unaudited pro forma condensed consolidated statements of operations and balance sheet data was derived from our unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus. The pro forma other financial data and operating data was derived from historical operating statistics of each of DaVita and Gambro Healthcare. The unaudited pro forma condensed consolidated statements of operations and balance sheet data is based on the audited financial statements for the year ended December 31, 2004 of each of DaVita and Gambro Healthcare and unaudited financial information for the quarter ended March 31, 2005 of DaVita included elsewhere and/or incorporated by reference in this prospectus and the unaudited financial information for the quarter ended March 31, 2005 of Gambro Healthcare. The unaudited pro forma condensed consolidated financial information gives effect to the Notes Transactions, the Gambro Healthcare Acquisition and the Divestitures as if each had occurred on January 1, 2004 in the case of income statement data and other financial data derived therefrom and gives effect to the Gambro Healthcare Acquisition and the Divestitures on March 31, 2005 in the case of balance sheet data and other financial data derived therefrom and operating data. The exchange offer is not conditioned upon the consummation of the Gambro Healthcare Acquisition, in whole or in part, and the indentures governing the notes do not contain any provisions requiring us to repurchase or redeem any notes if the acquisition agreement is terminated or if we otherwise fail to consummate the Gambro Healthcare Acquisition, in whole or in part. We cannot assure you that the Gambro Healthcare Acquisition will be consummated on the terms described herein or at all.

The summary pro forma financial information below does not purport to represent what our results of operations or financial data would actually have been had the Notes Transactions, the Gambro Healthcare Acquisition and the Divestitures in fact occurred on the dates specified, nor does it purport to project our results of operations or financial position for any future period or at any future date. Because the information below is a summary, you should read the following information in conjunction with the other information contained under the captions “Use of proceeds,” “The Gambro Healthcare acquisition,” “Capitalization,” “Unaudited pro forma condensed consolidated financial information,” “Management’s discussion and analysis of financial condition and results of operations” and our and Gambro Healthcare’s historical financial statements and the accompanying notes thereto, and other financial and statistical data included elsewhere or incorporated by reference in this prospectus. For information regarding the pro forma adjustments in the following summary unaudited pro forma condensed consolidated financial information, see “Unaudited pro forma condensed consolidated financial information.”

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(1) Consolidated Coverage Ratio

The indentures prohibit (subject to certain exceptions) the Company and its Restricted Subsidiaries (as defined therein) from incurring indebtedness unless the “Consolidated Coverage Ratio” is at least 2.00. The Consolidated Coverage Ratio is the ratio of “Consolidated EBITDA” to “Consolidated Fixed Charges” (debt expense) and is calculated under the indentures governing the notes as follows:

(a) Stock compensation expense—Represents non-cash stock compensation expense which would be excluded from the calculation of Consolidated EBITDA under the indentures governing the notes if Gambro Healthcare’s results of operations for periods prior to the consummation of the acquisition were included in the calculation of Consolidated EBITDA. Under our principal stock based incentive programs no expense would have been recognized.

(b) Settlement with U.S. government and associated charges—Represents a $352 million charge relating to Gambro Healthcare’s settlement with the Department of Justice and certain agencies of the United States government relating to the Department of Justice’s investigation of Gambro Healthcare’s Medicare and Medicaid billing practices and its relationships with physicians and pharmaceutical manufacturers. In connection with this settlement, Gambro Healthcare recorded $352 million as operating expense and approximately $2 million as interest expense.

(2) Leverage Ratio

Leverage ratio under the Company’s existing senior secured credit agreement is defined as all funded debt plus the face amount of all letters of credit issued, minus cash and cash equivalents, divided by “EBITDA”.

The leverage ratio determines the interest rate payable by the Company under the existing credit agreement by establishing the margin over the base interest rate (LIBOR) that is applicable. The relationship between the leverage ratio and the applicable margin is as follows:

The Company anticipates that its new senior secured credit agreement will also contain a “Leverage Ratio” calculation; however, the specific leverage ratio thresholds for the new senior secured credit agreement have not yet been finalized.

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The following Leverage Ratio was calculated using “Consolidated EBITDA” as defined in the indentures governing the notes calculated as shown above. Such calculation is consistent with the definition of “EBITDA” contained in the existing senior secured credit agreement, except that pro forma incremental “EBITDA” relating to acquisitions is included in the calculation of “EBITDA” under the existing senior secured credit agreement but not included in the following calculations except with respect to the Gambro Healthcare acquisition.

(3) Consolidated EBITDA is one of the components used in the calculations under the covenants contained in the indentures governing the notes (see Consolidated EBITDA under “Description of notes—Definitions”) and has a similar definition used in the calculations of the leverage ratio that is included in the covenants contained in our existing senior secured credit agreement, and we expect similar covenants to be included in our new senior secured credit agreement; however, the terms of the new senior secured credit agreement have not yet been finalized. Management uses Consolidated EBITDA and similar calculations as measures to assess operating and financial performance including compliance with the financial covenants contained in our indentures and our senior secured credit agreement. Consolidated EBITDA is not a measure of financial performance computed in accordance with GAAP and should not be considered in isolation or as a substitute for operating income, net income, cash flows from operations, or other statement of operations or cash flow data prepared in conformity with GAAP, or as measures of profitability or liquidity. In addition the calculation of Consolidated EBITDA is susceptible to varying interpretations and calculation, and the amounts presented may not be comparable to similarly titled measures of other companies. Consolidated EBITDA may not be indicative of historical operating results, and we do not mean for it to be predictive of future results of operations or cash flows. In addition actual results may differ from those reflected in Consolidated EBITDA. Certain adjustments detailed above do not qualify as pro forma adjustments under Regulation S-X of the Securities Act and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Accordingly, the adjustments have been excluded from the pro forma adjustments set forth under “Unaudited pro forma condensed consolidated financial information.”

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(1) Consolidated Coverage Ratio

The indentures prohibit (subject to certain exceptions) the Company and its Restricted Subsidiaries (as defined therein) from incurring indebtedness unless the “Consolidated Coverage Ratio” is at least 2.00. The Consolidated Coverage Ratio is the ratio of “Consolidated EBITDA” to “Consolidated Fixed Charges” (debt expense) and is calculated under the indentures governing the notes as follows:

(a) Stock compensation expense—Represents non-cash stock compensation expense which would be excluded from the calculation of Consolidated EBITDA under the indentures governing the notes if Gambro Healthcare’s results of operations for periods prior to the consummation of the acquisition were included in the calculation of Consolidated EBITDA. Under our principal stock based incentive programs no expense would have been recognized.

(2) Leverage Ratio

Leverage ratio under the Company’s existing senior secured credit agreement is defined as all funded debt plus the face amount of all letters of credit issued, minus cash and cash equivalents, divided by “EBITDA”.

The leverage ratio determines the interest rate payable by the Company under the existing credit agreement by establishing the margin over the base interest rate (LIBOR) that is applicable. The relationship between the leverage ratio and the applicable margin is as follows:

The Company anticipates that its new senior secured credit agreement will also contain a “Leverage Ratio” calculation, however, the specific leverage ratio thresholds for the new senior secured credit agreement have not yet been finalized.

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The following Leverage Ratio was calculated using “Consolidated EBITDA” as defined in the indentures governing the notes calculated as shown above. Such calculation is consistent with the definition of “EBITDA” contained in the existing senior secured credit agreement, except that pro forma incremental “EBITDA” relating to acquisitions is included in “EBITDA” under the existing senior secured credit agreement and is not included in the following calculations and “EBITDA” under our existing senior secured credit agreement is based on the twelve months ended March 31, 2005 and is not based on annualized “EBITDA.”

(3) Consolidated EBITDA is one of the components used in the calculations under the covenants contained in the indentures governing the notes (see Consolidated EBITDA under “Description of notes—Definitions”) and has a similar definition used in the calculations of the leverage ratio that is included in the covenants contained in our existing senior secured credit agreement, and we expect similar covenants to be included in our new senior secured credit agreement; however, the terms of the new senior secured credit agreement have not yet been finalized. Management uses Consolidated EBITDA and similar calculations as measures to assess operating and financial performance including compliance with the financial covenants contained in our indentures and our senior secured credit agreement. Consolidated EBITDA is not a measure of financial performance computed in accordance with GAAP and should not be considered in isolation or as a substitute for operating income, net income, cash flows from operations, or other statement of operations or cash flow data prepared in conformity with GAAP, or as measures of profitability or liquidity. In addition the calculation of Consolidated EBITDA is susceptible to varying interpretations and calculation, and the amounts presented may not be comparable to similarly titled measures of other companies. Consolidated EBITDA may not be indicative of historical operating results, and we do not mean for it to be predictive of future results of operations or cash flows. In addition actual results may differ from those reflected in Consolidated EBITDA. Certain adjustments detailed above may not qualify as pro forma adjustments under Regulation S-X of the Securities Act and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Accordingly, the adjustments have been excluded from the pro forma adjustments set forth under “Unaudited pro forma condensed consolidated financial information.”

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DaVita summary consolidated financial information

The following summary historical financial information was derived from our audited historical financial statements for the years ended December 31, 2002, 2003 and 2004 and unaudited financial information for the quarters ended March 31, 2004 and 2005, included elsewhere and or incorporated by reference in this prospectus. You should read the information set forth below in conjunction with our consolidated financial statements and related notes, and “Management’s discussion and analysis of financial condition and results of operations,” “Selected historical financial and other data—DaVita” and “Unaudited pro forma condensed consolidated financial information” included or incorporated by reference in this prospectus.