-----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, RdnjBQin40U6Sc+MwMRdNCWv0/xPKhV5cu2vAHJO9C/5yFgWTHJyCGDWFoQS0A// TQNcqyhhueHwIQdVGQVvnw== 0000898430-02-000908.txt : 20020415 0000898430-02-000908.hdr.sgml : 20020415 ACCESSION NUMBER: 0000898430-02-000908 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAVITA 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-48998 FILM NUMBER: 02576080 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 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC DATE OF NAME CHANGE: 19950524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVITA 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: SC TO-I 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 FORMER COMPANY: FORMER CONFORMED NAME: TOTAL RENAL CARE HOLDINGS INC DATE OF NAME CHANGE: 19950524 SC TO-I 1 dsctoi.txt SCHEDULE TO-I ========================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------- DAVITA INC. (Name of Subject Company (issuer) and Filing Person (offeror)) ----------------------- COMMON SHARES, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 23918K_10_8 (CUSIP Number of Class of Securities) ------------------------ STEVEN J. UDICIOUS VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL DAVITA INC. 21250 HAWTHORNE BLVD., SUITE 800 TORRANCE, CALIFORNIA 90503-5517 (310) 792-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person) MARCH 15, 2002 CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE* $ $ ---------- ----------- * Pursuant to General Instruction D to Schedule TO, no filing fee is required. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:N/A Filing Party: N/A Form or Registration No.:N/A Date Filed: N/A ========================================= [X] Check box if filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ========================================= This Tender Offer Statement on Schedule TO relates to the planned tender offer by DaVita Inc., a Delaware corporation, to purchase up to 25,000,000 shares of its common stock, par value $.001 per share, at a price to be determined by DaVita. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. Item 12. EXHIBIT. (a)(5) Press Release, dated March 15, 2002. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DAVITA INC. By: * ------------- Name: Title: Dated: March 15, 2002 - ---------------- * Pursuant to General Instruction D to Schedule TO, no signature is required. 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(5) Press Release, dated March 15, 2002 4 EX-99.(A)(5) 3 dex99a5.txt PRESS RELEASE DATED MARCH 15, 2002 Contact: LeAnne Zumwalt Investor Relations DaVita Inc. 310-750-2072 DaVita Inc. Plans to Buy up to 25,000,000 Shares of Its Common Stock and Its 9 1/4% Senior Subordinated Notes due 2011 TORRANCE, CA, March 15, 2002, DaVita Inc. (NYSE: DVA) announced today its plans to repurchase up to 25,000,000 shares of its common stock and any or all of its outstanding 9 1/4% Senior Subordinated Notes due 2011. DaVita expects to enter into a new senior credit facility to finance these repurchases. The stock repurchase will be made through a tender offer that will commence on or about Wednesday, March 20, 2002. The tender offer will not be contingent upon any minimum number of shares being tendered, but will be contingent upon the funding of the new senior credit facility and the consummation of the tender offer for the notes and receipt of the requisite consents. The note repurchase will be made through a tender offer that also will commence on or about Wednesday, March 20, 2002. This tender offer will consist of the offer to purchase, subject to the funding of the new senior credit facility and other conditions to be set forth in the tender offer documents, of the outstanding notes at a price to be determined by reference to a fixed spread over the yield to maturity of certain U.S. Treasury Notes, plus accrued and unpaid interest up to but not including the date of payment for the notes. In connection with the note tender offer, DaVita will seek consents from the holders of the notes to amend the indenture governing the notes by eliminating substantially all restrictive provisions. Only holders of the notes who consent to the proposed amendments by validly tendering their notes as of the consent date will receive the consent payment, unless DaVita extends that date. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OR NOTES. THE SOLICITATION AND THE OFFERS TO BUY DAVITA'S COMMON STOCK AND 9 1/4% NOTES WILL ONLY BE MADE PURSUANT TO SEPARATE OFFERS TO PURCHASE AND RELATED MATERIALS THAT DAVITA WILL BE SENDING OUT SHORTLY. SECURITY HOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS OF THE OFFERS. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE STOCK TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. DaVita is a leading provider of dialysis services in the United States for patients suffering from chronic kidney failure. DaVita owns and operates kidney dialysis centers and home peritoneal dialysis programs in 32 states, as well as Washington, D.C. It currently operates 493 outpatent dialysis facilities serving approximately 43,000 patients and also provides acute hemodialysis services to inpatients at approximately 270 hospitals. This release contains forward-looking statements relating to such matters as anticipated tender offers, financing arrangements and other similar matters. Forward looking statements are identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," or variations of such words. A variety of known and unknown risks and uncertainties and other factors could cause actual results and expectations to differ materially from the anticipated results or expectations. Please refer to DaVita's Form 10-K for the fiscal year ended December 31, 2001, for more information on these and other risk factors that could cause actual results to differ. DaVita does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. -----END PRIVACY-ENHANCED MESSAGE-----