424B3 1 0001.txt PROSPECTUS SUPPLEMENT NO.5 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION FILE NO. 333-69227 SUPPLEMENT NO. 5 DATED JULY 27, 2000 TO PROSPECTUS DATED JANUARY 28, 2000 RELATING TO $345,000,000 PRINCIPAL AMOUNT OF 7% CONVERTIBLE SUBORDINATED NOTES DUE 2009 AND 10,515,087 SHARES OF TOTAL RENAL CARE HOLDINGS, INC. COMMON STOCK The purpose of this supplement is to provide information regarding selling securityholders in addition to those listed in the prospectus dated January 28, 2000, as supplemented by Supplement No. 1 dated February 24, 2000, Supplement No. 2 dated March 20, 2000, Supplement No. 3 dated April 27, 2000, and Supplement No. 4 dated June 7, 2000, forming a part of registration statement no. 333-69227 on Form S-3, or to update the information regarding selling securityholders previously listed in the prospectus. The table has been prepared based upon information furnished to us by or on behalf of the selling securityholders listed below. We have not independently verified this information.

Principal amount of Shares of Percentage notes owned common of common that may be Percentage stock that stock Name sold of notes may be sold/1/ outstanding/2/ --------------------------------------------- -------------- ------------ --------------- --------------- J. Paul Getty Fund 535,000 * 16,306 * Levco Alternative Fund, Ltd. 505,000 * 15,391 * OCM High Yield Limited Partnership 2,685,000 * 81,834 * Purchase Associates, L.P. 250,000 * 7,619 * Southwest Securities, Inc. 20,000 * 609 * The Common Fund for Non-Profit Organizations 55,000 * 1,676 * The Travelers Indemnity Company 2,274,000 * 69,308 *

Other than their ownership of our securities, none of these selling securityholders has had any material relationship with us within the past three years. ____________________ * Less than 1%. /1/. Assumes conversion of the full amount of notes owned by each selling securityholder at the initial conversion price of $32.81 per share. Under the terms of the indenture governing the notes, cash will be paid instead of issuing fractional shares upon conversion. /2/. Based on 81,455,148 shares of our common stock outstanding at May 1, 2000. In accordance with the rules of the SEC, the percentage of common stock outstanding owned by each selling securityholder is computed as follows: (a) the numerator is the number of shares of common stock held by that selling securityholder upon conversion of all notes owned by that selling securityholder and (b) the denominator includes the number of shares of common stock outstanding and the number of shares of common stock held by that selling securityholder upon conversion of all notes owned by that selling securityholder.