-----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, ODWGWLBSr4W6NyGlpz1DLAcZWT/NSfLh7/FLsBsQcI0nzslp2vcPW7T4HaD4hQ54 0VQoVNU2P9El99X+5U+npw== 0000898430-00-000572.txt : 20000225 0000898430-00-000572.hdr.sgml : 20000225 ACCESSION NUMBER: 0000898430-00-000572 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000224 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: 552521 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 DATED (2/23/00) FILED PURSUANT TO RULE 424(b)(3) RGISTRATION NO. 333-69227 SUPPLEMENT NO. 1 DATED FEBRUARY 24, 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, 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 amount of Shares of notes owned Percentage common Percentage of that may be of notes stock that common stock sold may be sold/1/ outstanding/2/ Prospect Street High $ 2,500,000 * 76,196 * Income Portfolio, Inc. Lehman Brothers, Inc. 13,030,000 3.8% 397,135 * Fidelity Advisor Series II: 25,020,000 7.3% 762,572 * Fidelity Advisor High Yield Fund/3/ Fidelity Summer Street 7,550,000 2.2% 230,112 * Trust: Fidelity Capital & Income Fund/3/ Fidelity Financial Trust: 6,446,000 1.9% 196,464 * Fidelity Convertible Securities Fund/3/ Goldman Sachs and 1,500,000 * 45,717 * Company
- ------------------------ --------------- ------------ -------------- --------------- Name Principal amount of Shares of notes owned Percentage common Percentage of that may be of notes stock that common stock sold may be sold/1/ outstanding/2/ Northwestern Mutual Life Insurance Company/4/ 10,000,000 2.9% 304,785 *
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 81,222,168 shares of our common stock outstanding at February 22, 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. 3. The selling securityholder is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management & Research Company, or FMR. FMR is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and provides investment advisory services to the selling securityholder and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR is a wholly-owned subsidiary of FMR Corp. 4. Includes $500,000 in principal amount held in The Northwestern Mutual Life Insurance Company Group Annuity Separate Account. -----END PRIVACY-ENHANCED MESSAGE-----