-----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, BRlztfUYd4LgPpji8k2xhVqwNnfYYXZYIhExO+ja/U9ex7qzCuTBmAlSsmWMxW+2 8Iy4Kp7UWx1gUVR0NXaH8g== 0000898430-00-001374.txt : 20000428 0000898430-00-001374.hdr.sgml : 20000428 ACCESSION NUMBER: 0000898430-00-001374 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC CENTRAL INDEX KEY: 0000927066 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510354549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-69227 FILM NUMBER: 610559 BUSINESS ADDRESS: STREET 1: 21250 HAWTHORNE BLVD STREET 2: SIE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 BUSINESS PHONE: 3107922600 MAIL ADDRESS: STREET 1: 21250 HAWTHORNE BLVD SUITE 800 STREET 2: 21250 HAWTHORNE BLVD SUITE 800 CITY: TORRANCE STATE: CA ZIP: 90503-5517 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE INC DATE OF NAME CHANGE: 19940719 424B3 1 PROSPECTUS SUPPLEMENT #3 FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO 333-69227 SUPPLEMENT NO. 3 DATED APRIL 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 and Supplement No. 2 dated March 20, 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.
- -------------------- --------------- ------------- ----------------- ----------------- Name Principal Percentage Shares of Percentage of amount of of notes common common stock notes owned stock that outstanding/2/ that may be may be sold/1/ sold Cummins Engine $3,000,000 * 91,435 * Company - High Yield Eli Lilly and Company 1,000,000 * 30,478 * Retirement Fluor Corporation Master 1,000,000 * 30,478 * Retirement Trust Global Bond Forum Capital Markets 1,000,000 * 30,478 * L.L.C. General Retirement 500,000 * 15,239 * System of the City of Detroit Interlocal Pension 600,000 * 18,287 * Fund of the Graphic Communications International Union Johns Hopkins Hospital & 200,000 * 6,095 * Affiliates Pension Trust Lafarge Corporation 150,000 * 4,571 * Northern Life Insurance 1,000,000 * 30,478 * Company Philip Morris Companies, 1,000,000 * 30,478 * Inc. Reliaster Life Insurance 1,000,000 * 30,478 * Company of New York The Indiana State 1,500,000 * 45,717 * Teachers Retirement Fund The Rotary Foundation 350,000 * 10,667 * The Travelers Indemnity 2,274,000 * 69,308 * Company The Travelers Insurance 1,455,000 * 44,346 * Company The Travelers Insurance 171,000 * 5,211 * Company Separate Account TLAC The Travelers Series 600,000 * 18,287 * Convertible Bond Portfolio West Virginia University 140,000 * 4,266 * Foundation
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 81,244,001 shares of our common stock outstanding at March 15, 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. -----END PRIVACY-ENHANCED MESSAGE-----