SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

AMENDMENT NO. 1

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 STOCK, 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 21, 2002

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$600,000,000	$120,000

* For purposes of calculating amount of filing fee only, this amount is based on the purchase of 24,000,000 common shares at the maximum tender offer price of $25.00 per share.

¨ Check the 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

¨ Check the 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 offer by DaVita Inc., a Delaware corporation, to purchase common shares, par value $0.001 per share. DaVita is offering to purchase up to 24,000,000 shares at a price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. DaVita’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 21, 2002 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended.

In addition to the information set forth below, the information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.

ITEM 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Credit facility

To provide the financing necessary for the offer, we are currently negotiating the terms of a new senior credit facility to be provided by a syndicate of lenders with Credit Suisse First Boston as administrative agent and Bank of America, N.A. as syndication agent.

Structure

Our new senior credit facility will consist of two term loans and a revolving facility. Original principal amounts of the Tranche A loan and Tranche B loan will be up to $200 million and $800 million, respectively. The revolving facility will provide for revolving credit commitments of $150 million with a sublimit for letters of credit.

Security; Guarantees

Each of our existing direct and indirect wholly owned domestic subsidiaries and future direct and indirect wholly owned domestic subsidiaries will guarantee the obligations under our credit facility. Our credit facility and the guarantees will be secured by substantially all of our personal property and owned real property assets, including those of our guarantor subsidiaries. In addition, subject to a few exceptions, our credit facility will be secured by a pledge of our equity ownership interest in our subsidiaries.

Interest rate

In general, borrowings under our new senior credit facility will bear interest at one of two floating rates selected by us:

• A base rate, expected to be the higher of a reference prime rate or federal funds rate, plus a margin ranging from .50% to 1.75% for borrowings under the revolving credit facility and the Tranche A facility and a margin of 2.25% for borrowings under the Tranche B facility.

• A defined eurodollar rate, adjusted for statutory reserves, plus a margin ranging from 1.50% to 2.75% for borrowings under the revolving credit facility and the Tranche A loan and a margin of 3.25% for borrowings under the Tranche B loan.

The applicable margin used in determining the interest rate for borrowings under the revolving facility and the Tranche A loan will be based on our leverage ratio. The applicable margin used in determining the interest rate for borrowings under the Tranche B loan will be fixed for the term of the loan.

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Maturity

The Tranche A loans will mature five years from closing date with principal paid quarterly pursuant to annual amortization percentages for years 1 through 5 of 15%, 20%, 20%, 20% and 25%, respectively. The Tranche B loans will mature seven years from closing with principal paid quarterly pursuant to annual amortization of 1% each year for years 1 through 5 and 47.5% for each of years 6 and 7.

Prepayments

The term loans may be fully or partially prepaid at any time without premium or penalty (except eurodollar breakage fees, if any) upon proper notice. Based upon formulas to be stated in the new credit agreement, all or a portion of the proceeds from our issuance of public debt, subordinated debt or preferred or common stock, or asset sales (that are not reinvested in our business), must be used to pay down the outstanding balances under our credit facility.

Fees

We will be required to pay the lenders under our revolving facility a commitment fee based on the daily average unused portion of the revolving credit commitments. We are also obligated to pay letter of credit fees on the aggregate stated amount of outstanding letters of credit.

Covenants

Our new senior credit facility will contain restrictive and financial covenants substantially similar to those contained in our existing credit facility. Among other things, these covenants will restrict our ability and that of our subsidiaries to:

• Dispose of assets;

• Incur additional debt;

• Prepay other debt, subject to specified exceptions, or amend specified debt instruments;

• Pay dividends;

• Create liens on assets;

• Issue additional equity interests of subsidiaries;

• Make investments, loans or advances;

• Make acquisitions or engage in mergers or consolidations;

• Engage in transactions with affiliates;

• Change the business conducted by us or our subsidiaries; and

• Purchase shares of our outstanding common stock or equity interests of our subsidiaries.

In addition, our new senior credit facility will contain financial covenants that require us to satisfy, on a consolidated basis, specified financial tests including a minimum fixed charge coverage ratio, a consolidated EBITDA ratio, a minimum net worth test, a maximum senior leverage ratio and a maximum total leverage ratio.

Events of default

Our new senior credit facility will contain customary events of default that are substantially similar to our existing credit facility, including:

• Nonpayment of principal, interest or fees;

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• Material inaccuracy of representations and warranties;

• Violation of covenants;

• Cross-defaults to other debt;

• Events of bankruptcy and insolvency;

• Employee Retirement Income Security Act of 1974 matters;

• Material judgments; and

• Invalidity of any guarantee or security interest.

In addition, if we or any of our subsidiaries become ineligible for participation in, or are suspended from receiving reimbursement under, Medicare or Medicaid programs resulting in a material adverse effect on our business or a decrease of more than 5% in our consolidated net operating revenues, we will be in default under our new senior credit facility.

No plans or arrangements have been made regarding the repayment of amounts to be borrowed under this facility.

ITEM 12.    EXHIBITS.

(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Stockholders from Kent J. Thiry, Chairman and CEO of DaVita, dated March 21, 2002.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(ii)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(iii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(iv)	Press Release dated March 15, 2002.**
(a)(5)(v)	Summary Advertisement dated March 21, 2002.
(a)(5)(vi)	Press Release dated March 21, 2002.
(a)(5)(vii)	Pages F-1 through F-31, inclusive, of DaVita’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (incorporated by reference to DaVita’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2002).*
(b)	Not applicable.
(c)	Not required.
(d)	Not applicable.
(e)	Not required.
(f)	Not required.
(g)	Not applicable.
(h)	Not applicable.

* Information incorporated by reference is available to the public at the Internet website maintained by the SEC at http://www.sec.gov.

** Previously filed.

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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.

Dated: March 21, 2002

DAVITA INC.
By:	/s/    STEVEN J. UDICIOUS
	Steven J. Udicious
	Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Stockholders from Kent J. Thiry, Chairman and CEO of DaVita, dated March 21, 2002.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(ii)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(iii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(iv)	Press Release dated March 15, 2002.**
(a)(5)(v)	Summary Advertisement dated March 21, 2002.
(a)(5)(vi)	Press Release dated March 21, 2002.
(a)(5)(vii)	Pages F-1 through F-31, inclusive, of DaVita’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (incorporated by reference to DaVita’s Annual Report on Form 10-K filed with the SEC on March 1, 2002).*
(b)	Not applicable.
(c)	Not required.
(d)	Not applicable.
(e)	Not required.
(f)	Not required.
(g)	Not applicable.
(h)	Not applicable.

* Information incorporated by reference is available to the public at the Internet website maintained by the SEC at http://www.sec.gov.

** Previously filed.

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EX-99.(A)(1)(I)

OFFER TO PURCHASE

Offer to Purchase for Cash

Up to 24,000,000 of its Common Shares

At a Purchase Price Not in Excess

of $25.00 nor less than $20.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

DaVita Inc., a Delaware corporation, invites its stockholders to tender up to 24,000,000 shares of its common stock, par value $0.001 per share, for purchase by DaVita at a price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest thereon, as specified by stockholders tendering their shares. We will determine a single per share price that we will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders. All shares acquired in the offer will be acquired at the same purchase price. We will select the lowest purchase price that will allow us to buy 24,000,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not properly withdrawn.

Our offer is being made upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

Only shares properly tendered at prices at or below the purchase price selected by us and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if the offer is oversubscribed. Shares not purchased in the offer will be returned as promptly as practicable following the Expiration Date. See Section 3.

We reserve the right, in our sole discretion, to purchase more than 24,000,000 shares pursuant to the offer.

This offer is subject to several conditions, including (1) our having entered into a new senior credit facility satisfactory to us to provide the financing necessary for the offer and the related transactions and (2) the consummation of our tender offer for our 9¼% Senior Subordinated Notes due 2011, including the receipt of the consents necessary to amend the indenture governing those notes to eliminate substantially all of the restrictive covenants contained therein. We do not have any financing plans other than the new senior credit facility. See Sections 7 and 9.

The shares are listed and traded on the New York Stock Exchange under the symbol “DVA.” On March 14, 2002, the last full trading day before the announcement of the offer, the last reported sale price of the shares on the NYSE Composite Tape was $22.92. Stockholders are urged to obtain current market quotations for the shares. See Section 8.

Our board of directors has approved the offer. However, neither we nor our board of directors makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In doing so, you should consider our reasons for making this offer. See Section 2. We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer. We have also been advised that the trustees of our 401(k) Retirement Savings Plan and Profit Sharing Plan do not intend to tender any shares pursuant to the offer.

The Dealer Manager for this offer is:

March 21, 2002

IMPORTANT

If you wish to tender all or any part of the shares registered in your name, you should follow the instructions described in Section 3 carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to The Bank of New York, the Depositary. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact the nominee if you desire to tender your shares and request that the nominee tender them for you.

Any stockholder who desires to tender shares and whose certificates for the shares are not immediately available or cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary by the expiration of the offer must tender the shares pursuant to the guaranteed delivery procedure set forth in Section 3.

To properly tender shares, you must validly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares. If you wish to maximize the chance that your shares will be purchased at the purchase price determined by DaVita, you should check the box in the section on the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in your shares being purchased at the minimum price of $20.00 per share.

You may request additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery from Georgeson Shareholder Communications Inc., which is acting as the Information Agent, or Credit Suisse First Boston Corporation (“Credit Suisse First Boston”) which is acting as the Dealer Manager, at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in this offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with this offer other than those contained in this offer to purchase or in the related letter of transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or authorization as having been authorized by DaVita.

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TABLE OF CONTENTS

SECTION		PAGE
	Summary Term Sheet	1
	The Offer and Consent Solicitation	5
1.	Number of Shares; Proration	5
2.	Purpose of the Offer; Effects of the Offer	7
3.	Procedures for Tendering Shares	9
4.	Withdrawal Rights	13
5.	Purchase of Shares and Payment of Purchase Price	13
6.	Conditional Tender of Shares	14
7.	Conditions of the Offer	15
8.	Price Range of Shares; Share Repurchases	17
9.	Source and Amount of Funds	17
10.	Information About Us	18
11.	Interests of Directors and Officers; Transactions and Arrangements Concerning Shares	21
12.	Effects of the Offer on the Market for Shares; Registration Under the Exchange Act	23
13.	Material Legal Matters; Regulatory Approvals	23
14.	Material United States Federal Income Tax Consequences	23
15.	Extension of the Offer; Termination; Amendment	26
16.	Fees and Expenses	27
17.	Miscellaneous	28

FORWARD LOOKING STATEMENTS

This Offer to Purchase, including the Summary Term Sheet and Sections 2, 9 and 10, contains statements that are forward-looking statements within the meaning of the federal securities laws, including statements about our expectations, beliefs, intentions or strategies for the future. These statements involve known and unknown risks and uncertainties, including risks resulting from economic and market conditions, the regulatory environment in which we operate, competitive activities, other business conditions, accounting estimates, and the risk factors more specifically set forth in our Annual Report on Form 10-K for the year ended December 31, 2001 and filed with the SEC, hereby incorporated by reference into this offer to purchase. These risks, among others, include those relating to possible reductions in private and government reimbursement rates, the concentration of profits generated from PPO and private indemnity patients and from ancillary services including pharmaceuticals, the ongoing payment suspension and review of our Florida laboratory subsidiary by its Medicare carrier and the Department of Justice, the ongoing review by the Civil Division of the United States Attorney’s Office for the Eastern District of Pennsylvania and our ability to maintain contracts with physician medical directors. 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 have no current intention to update these statements, whether as a result of changes in underlying factors, new information, future events or other developments.

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SUMMARY TERM SHEET

This summary highlights certain information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included page references parenthetically to direct you to a more complete description of the topics in this summary.

What securities is DaVita offering to purchase? (Page 5)

DaVita is offering to purchase up to 24,000,000 of its common shares or any lesser number of shares that stockholders properly tender in the offer. If more than 24,000,000 shares are tendered, all shares tendered and not properly withdrawn at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” which will be purchased on a priority basis.

How much will DaVita pay me for my shares and in what form of payment? (Page 13)

We are conducting the offer through a procedure commonly referred to as a modified “Dutch Auction.”

• This procedure allows you to select the price within a specified range at which you are willing to sell your shares. The price range for this offer is $20.00 to $25.00.

• We will determine the lowest single per share price within the price range that will allow us to purchase 24,000,000 shares, or if fewer shares are tendered, all shares tendered.

• All shares purchased will be purchased at the same price, even if you have selected a lower price, but no shares will be purchased above the purchase price determined by us.

• If you wish to maximize the chance that your shares will be purchased in the offer, you should check the box in the section on the Letter of Transmittal indicating that you will accept the purchase price determined by us under the terms of the offer. Note that this election could result in your shares being purchased at the minimum price of $20.00 per share.

• Stockholders whose shares are purchased in the offer will be paid the purchase price, net in cash, without interest, as soon as practicable after the expiration of the offer period. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment.

Does DaVita have the financial resources to pay me for my shares? (Page 17)

We intend to enter into a new senior credit facility satisfactory to us to provide the financing necessary for the offer and our concurrent tender offer for our 9¼% Senior Subordinated Notes due 2011. Assuming that DaVita purchases 24,000,000 shares pursuant to the offer at the maximum specified purchase price of $25.00 per share, we expect the maximum aggregate cost, not including all fees and expenses applicable to the offer, will be approximately $600 million. In addition, we expect to incur approximately $13 million in fees and expenses related to this offer and the notes tender offer. We do not have any alternative financing plans.

When does the tender offer expire? Can DaVita extend the offer, and if so, how will I be notified? (Page 26)

• The offer expires Friday, April 19, 2002, at 9:00 a.m., New York City time, unless it is extended by us.

• Yes, we may extend the offer at any time.

• We cannot assure you that the offer will be extended or, if extended, for how long.

• If the offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration of the offer period.

What is the purpose of the offer? (Page 7)

We believe that the offer is a prudent use of our financial resources given our current and projected leverage ratios relative to our targeted range of total debt to total equity. In addition, our current assessment of industry growth prospects suggests that we will have more cash flow and debt capacity than high-return investment opportunities. Accordingly, we are conducting this offer.

What are the most significant conditions to the offer? (Page 15)

DaVita’s obligation to accept for payment, purchase or pay for any shares tendered depends upon a number of conditions, including:

• No significant decrease in the price of DaVita’s common stock or in the price of equity securities generally, or any adverse changes in the United States stock markets or credit markets, shall have occurred during this offer.

• DaVita shall have entered into a new senior credit facility satisfactory to it to provide the financing necessary to consummate the offer. We do not have any alternative financing plans.

• DaVita’s tender offer for its 9¼% Senior Subordinated Notes due 2011, including the receipt of the consents necessary to amend the indenture governing those notes to eliminate substantially all of the restrictive covenants contained therein, shall have been consummated.

• No legal action shall have been threatened, pending or taken, that might adversely affect the offer.

• No one shall have proposed, announced or made a tender or exchange offer, other than this offer, merger, business combination or other similar transaction involving DaVita.

• No material change in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of DaVita shall have occurred during this offer.

• There shall be no reasonable likelihood that the purchase of shares pursuant to the offer will cause either the shares (1) to be held of record by less than 300 persons; or (2) to not continue to be eligible to be listed on the New York Stock Exchange.

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How do I tender my shares? (Page 9)

If you decide to tender your shares, you must either:

• Deliver your shares by mail, physical delivery or book-entry transfer and deliver a completed and signed Letter of Transmittal or an Agent’s Message to the Depositary before 9:00 a.m., New York City time, on Friday, April 19, 2002; or

• If your share certificates are not immediately available for delivery to the Depositary, comply with the guaranteed delivery procedure before 9:00 a.m., New York City time, on Friday, April 19, 2002.

Please contact the Information Agent, the Dealer Manager or your broker for assistance.

Until what time can I withdraw previously tendered shares? (Page 13)

You may withdraw your tendered shares at any time before 9:00 a.m., New York City time, on Friday, April 19, 2002 and, unless already accepted for payment by DaVita, at any time after 9:00 a.m., New York City time, on Friday, May 17, 2002. To withdraw shares you must deliver a written notice of withdrawal, or a facsimile of one, with the requested information to the Depositary while you still have the right to withdraw the shares.

In what order will tendered shares be purchased? Will tendered shares be prorated? (Page 5)

• First, we will purchase shares from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the selected purchase price; and

• Second, after purchasing all shares from the “odd lot holders,” we will then purchase shares from all other stockholders who properly tender shares at or below the selected purchase price, on a pro rata basis, subject to the conditional tender provisions described in Section 6. If a purchase in this manner would reduce a stockholder’s holdings to fewer than 100 shares, we may purchase all of that stockholder’s shares.

• Consequently, all of the shares that you tender in the offer may not be purchased even if they are tendered at or below the purchase price.

What do DaVita and its board of directors think of the offer? (Page 9)

Our Board of Directors has approved the offer. However, neither we nor our Board of Directors make any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares.

You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them.

We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer.

What is the recent market price of my shares? (Page 17)

On March 14, 2002, the last full trading day before the announcement of the offer, the last reported sale price of the shares on the NYSE Composite Tape was $22.92.

Stockholders are urged to obtain current market quotations for their shares.

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Will I have to pay any fees or commissions? (Page 27)

If you hold your shares in certificate form and tender your shares directly to the Depositary you will not have to pay any fees or commissions. If you hold your shares through a broker, bank or other fiduciary you should consult with it to determine whether you will be charged any transaction cost for tendering through it.

Following the offer, will DaVita continue as a public company? (Page 16)

Yes, the completion of the offer in accordance with its conditions will not cause DaVita to be delisted on the New York Stock Exchange or to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is a condition of our obligation to purchase shares pursuant to the offer that there shall not be a reasonable likelihood that such purchase will cause either the shares (1) to be held of record by less than 300 persons; or (2) to not continue to be eligible to be listed on the New York Stock Exchange.

If I decide not to tender, how will the offer affect my shares? (Page 7)

Stockholders who do not tender pursuant to the offer will increase their percentage ownership interest in us and increase their percentage interest in our future earnings. Our purchase of shares pursuant to the offer will reduce the number of shares that might otherwise trade publicly and may reduce the number of our stockholders. It is not possible to predict the number of remaining stockholders of record, assuming the maximum number of shares are tendered without being subject to proration, as that depends on the number of shares tendered by each tendering stockholder.

What are the material federal income tax consequences if I tender my shares? (Page 23)

The receipt of cash in exchange for shares pursuant to the offer will be a taxable transaction for United States federal income tax purposes. Each holder will be treated as either (1) disposing of his or her shares in a taxable sale or (2) receiving a dividend distribution. A holder whose receipt of cash is not essentially equivalent to a dividend will be treated as disposing of his or her shares in a taxable sale. See Section 14 for a more complete description of material United States federal income tax consequences of the offer.

Whom do I contact if I have questions about the tender offer?

For additional information or assistance, you may contact the Information Agent or the Dealer Manager at the toll free numbers set forth on the back cover of this Offer to Purchase.

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1.    NUMBER OF SHARES; PRORATION

Upon the terms and subject to the conditions of the offer, DaVita will purchase 24,000,000 shares, or the lesser number of shares that are properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date, as defined below, at prices not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest.

The term “Expiration Date” means 9:00 a.m., New York City time, on Friday, April 19, 2002. We may, in our sole discretion, extend the period of time during which the offer will remain open. In the event of an extension, the term “Expiration Date” will refer to the latest time and date at which the offer, as extended by us, will expire. See Section 15 for a description of our right to extend, delay, terminate or amend the offer.

In accordance with Instruction 5 of the Letter of Transmittal, if you wish to tender shares, you must either (1) specify that you are willing to sell your shares to DaVita at the price determined in the offer, or (2) specify the price, not in excess of $25.00 nor less than $20.00 per share, at which you are willing to sell your shares to DaVita in the offer. As promptly as practicable following the Expiration Date, we will, upon the terms and subject to the conditions of the offer, determine a single per share purchase price that we will pay for shares properly tendered and not properly withdrawn pursuant to the offer, taking into account the number of shares tendered and the prices specified by tendering stockholders. All shares purchased in the offer will be purchased at the same purchase price. We will select the lowest purchase price that will allow us to buy 24,000,000 shares, or the lesser number of shares that are properly tendered at prices not in excess of $25.00 nor less than $20.00 per share.

Only shares properly tendered at prices at or below the purchase price determined by us and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions, all of the shares tendered at or below the purchase price will not be purchased if the offer is oversubscribed. All shares tendered and not purchased pursuant to the offer, including shares tendered at prices in excess of the purchase price determined by us and shares not purchased because of proration or conditional tenders, will be returned to the tendering stockholders at our expense as promptly as practicable following the Expiration Date.

We reserve the right to purchase more than 24,000,000 shares pursuant to the offer. In accordance with applicable regulations of the SEC, we may purchase pursuant to the offer an additional amount of shares not to exceed 2% of the outstanding shares without amending or extending the offer. See Section 15.

In the event of an over-subscription of the offer, shares tendered at or below the purchase price before the Expiration Date will be subject to proration, except for Odd Lots (as defined below). The proration period also expires on the Expiration Date.

If we (1) increase the price that may be paid for shares above $25.00 per share or decrease the price that may be paid for shares below $20.00 per share, (2) materially increase the Dealer Manager’s fee, (3) increase the number of shares that we may purchase in the offer by more than 2% of the outstanding shares, or (4) decrease the number of shares that we may purchase in the offer, then the offer must remain open for at least ten business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15.

The offer is subject to several conditions. See Section 7.

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Priority of Purchases

If more than 24,000,000 shares (or a greater number of shares as we may elect to purchase) have been properly tendered at prices at or below the selected purchase price and not properly withdrawn before the Expiration Date, we will purchase properly tendered shares on the basis set forth below:

First, we will purchase all shares tendered by any Odd Lot Holder (as defined below) who:

(1) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the selected purchase price (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and

(2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Second, after the purchase of all of the shares properly tendered and not properly withdrawn by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. Consequently, all of the shares that you tender in the offer may not be purchased even if they are tendered at prices at or below the purchase price.

Odd Lots

The term “Odd Lots” means all shares tendered at prices at or below the selected purchase price by any person (an “Odd Lot Holder”) who continues to own beneficially and of record as of the Expiration Date, an aggregate of fewer than 100 shares (not including any shares held in our 401(k) Retirement Savings Plan or Profit Sharing Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the offer, an Odd Lot Holder who holds shares in its name and tenders its shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all of the shares owned beneficially or of record pursuant to the offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any stockholder who tenders any shares owned beneficially or of record, at or below the selected purchase price and who, as a result of proration, would then own beneficially or of record an aggregate of fewer than 100 shares. If we exercise this right, we will increase the number of shares that we are offering to purchase in the offer by the number of shares purchased through the exercise of the right.

Proration

If proration of tendered shares is required, we will determine the proration factor as promptly as practicable following the Expiration Date. Subject to the conditional tender provisions described in Section 6, proration for each stockholder tendering shares, other than Odd Lot Holders, will be based on the ratio of the maximum number of shares that we are offering to purchase, other than from Odd Lot Holders, to the total number of shares tendered by all stockholders, other than Odd Lot Holders, at or below the selected purchase price. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, and because of the Odd Lot procedure described above and the conditional tender procedure described in Section 6, we do not

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expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the offer until approximately seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. You may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from your broker.

As described in Section 14, the number of shares that we will purchase from you pursuant to the offer may affect the United States federal income tax consequences to you of the purchase and, therefore, may be relevant to your decision whether or not to tender shares. The Letter of Transmittal affords you the opportunity to designate the order of priority in which shares tendered are to be purchased in the event of proration.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.    PURPOSE OF THE OFFER; EFFECTS OF THE OFFER

DaVita intends to purchase up to 24,000,000 shares of its common stock in this offer, representing approximately 29% of its outstanding common shares as of March 15, 2002.

We believe that the offer is a prudent use of our financial resources given our current and projected leverage ratios relative to our targeted range of total debt to total equity. In addition, our current assessment of industry growth prospects suggest that we will have more cash flow and debt capacity than high return investment opportunities. Accordingly, we are conducting this offer.

Assuming that DaVita purchases 24,000,000 shares pursuant to the offer at the maximum specified purchase price of $25.00 per share, we expect the maximum aggregate cost, not including all fees and expenses applicable to the offer, will be approximately $600 million. In addition, we expect to incur approximately $13 million in fees and expenses related to this offer and the financing thereof as described below. DaVita intends to enter into a new senior credit facility satisfactory to us to provide the financing necessary for the offer and the related transactions. We do not have any alternative financing plans.

The offer allows you an opportunity to exit, subject to proration in the offer, your investment in DaVita on potentially more favorable terms than would otherwise be available. The offer provides stockholders who are considering a sale of all or a portion of their shares with the opportunity to:

• sell a portion of their shares while retaining a continuing equity interest in DaVita;

• determine the price or prices, not in excess of $25.00 nor less than $20.00 per share, at which they are willing to sell their shares and, subject to the terms and conditions of the offer (including proration) and if shares are tendered by their registered owner directly to the Depositary, to sell shares for cash without the usual transaction costs associated with open market sales; and

• for Odd Lot Holders who hold shares in their names and tender their shares directly to the Depositary and whose shares are purchased pursuant to the offer, avoid the payment of brokerage commissions and any applicable odd lot discounts payable on a sale of their shares in a New York Stock Exchange transaction.

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If you determine not to accept the offer, you will realize a proportionate increase in your relative ownership interest in DaVita, and thus in our future earnings and assets, subject to our right to issue additional shares and other equity securities in the future. You may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price higher than the purchase price in the offer. We can give no assurance, however, as to the price at which you may be able to sell your shares in the future, which may be higher or lower than the purchase price paid by us in the offer.

In considering the offer, our Board of Directors took into account the expected financial impact of the offer, including our increased long-term obligations as a result of the offer and the resulting increased interest expense. Our Board of Directors believes that our financial condition and outlook and current market conditions, including recent trading prices of our common shares, make this an attractive time to repurchase a portion of our outstanding shares. In the view of our Board of Directors, the offer and the related debt tender offer are an attractive use of our financial resources.

Accordingly, the offer is consistent with our long-term corporate goal of increasing stockholder value. After the offer is completed, we believe that our anticipated cash flow from operations, access to credit facilities and capital markets, and financial condition will, taken together, be adequate for our needs for the foreseeable future. However, actual experience may differ significantly from our expectations. Future events, such as regulatory developments, adverse effects on operations, or levels of capital or other expenditures, could have the effect of reducing our available cash or might reduce or adversely affect the availability or cost of external financial resources.

Other than as disclosed in this Offer to Purchase, we may in the future purchase additional shares in the open market, in private transactions, through tender offers or otherwise, subject to the approval of our Board of Directors. Future purchases may be on the same terms or on terms which are more or less favorable to stockholders than the terms of the offer. However, Rule 13e-4 under the Exchange Act prohibits DaVita and its affiliates from purchasing any shares, other than pursuant to the offer, until at least the eleventh business day after the Expiration Date or the termination of the offer. Any future purchases by us will depend on many factors, including:

• the market price of the shares;

• the results of this offer;

• DaVita’s business and financial position; and

• general economic and market conditions.

Shares that we acquire in the offer will be either restored to the status of authorized but unissued shares or held in treasury and will be available for us to issue without further stockholder action (except as required by applicable law or stock exchange rules) for all purposes including, but not limited to, the acquisition of other businesses, the raising of additional capital for use in our business and the satisfaction of obligations under existing or future employee benefit plans. We have no current plans for the issuance of shares repurchased pursuant to the offer.

Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving DaVita or any of its subsidiaries, which is material to DaVita and its subsidiaries, taken as a whole;

• any purchase, sale or transfer of a material amount of our assets;

• any material change in our dividend rate or policy, or indebtedness or capitalization;

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• any change in our present board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;

• any other material change in our corporate structure or business;

• any class of our equity securities being delisted from a national securities exchange;

• any class of our equity securities becoming eligible for termination of registration under section 12(g)(4) of the Exchange Act;

• the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of any of our securities, or the disposition of any of our securities; or

• any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.

Our Board of Directors has authorized the offer. However, neither we nor our Board of Directors makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the purchase price at which stockholders should tender their shares, and neither has authorized any person to make any recommendation. You are urged to evaluate carefully all information in the offer, consult with your own investment and tax advisors and make your own decision whether to tender and, if so, how many shares to tender and the price or prices at which to tender them. We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer. We have also been advised that the trustees of our 401(k) Retirement Savings Plan and our Profit Sharing Plan do not intend to tender any shares pursuant to the offer. See Section 11.

3.    PROCEDURES FOR TENDERING SHARES

Proper Tender of Shares

For shares to be tendered properly pursuant to the offer:

(1) the certificates for the shares, or confirmation of receipt of the shares pursuant to the procedure for book-entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received before 9:00 a.m., New York City time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase; or

(2) you must comply with the guaranteed delivery procedure set forth below.

In accordance with Instruction 5 of the Letter of Transmittal, if you wish to tender shares pursuant to the offer, you must either:

(1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer”; or

(2) check one of the boxes in the section of the Letter of Transmittal captioned “Price (in dollars) per Share at Which Shares Are Being Tendered” indicating the price at which shares are being tendered.

A tender of shares will be proper if and only if one of these boxes is checked on the Letter of Transmittal.

If you wish to maximize the chance that your shares will be purchased, you should check the box in the section on the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in your shares being purchased at the minimum price of $20.00 per share.

If you wish to indicate a specific price (in multiples of $0.25) at which your shares are being tendered, you must check a box under the section captioned “Price (in dollars) per Share at Which Shares Are Being

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Tendered.” Note that this election could result in no shares being purchased if you check a box other than the box representing the lowest price. A stockholder who wishes to tender shares at more than one price must complete separate letters of transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the offer) at more than one price.

In addition, Odd Lot Holders who tender all shares must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1.

If you hold shares through brokers or banks, you will be required to tender your shares through such broker or bank and are urged to consult those brokers or banks to determine whether transaction costs may apply if you tender shares through those brokers or banks and not directly to the Depositary.

Signature Guarantees and Method of Delivery

No signature guarantee is required if:

(1) the Letter of Transmittal is signed by you as the registered holder of the shares tendered (which term, for purposes of this Section 3, will include any participant in The Depository Trust Company, or DTC, whose name appears on a security position listing as the owner of the shares) and you have not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

(2) shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 under the Exchange Act, as amended (each of the foregoing constituting an “Eligible Institution”). See Instruction 1 of the Letter of Transmittal.

If a certificate for shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary’s account at DTC as described below), a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, and any other documents required by the Letter of Transmittal.

The method of delivery of all documents, including certificates for shares, the letter of transmittal and any other required documents, is at your election and risk. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Delivery

The Depositary will establish an account with respect to the shares for purposes of the offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the shares by causing DTC to transfer shares into the Depositary’s account in accordance with DTC’s procedures for transfer. Although delivery of shares may be effected through a book-entry transfer into the Depositary’s account at DTC, either (1) a properly completed and

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duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message, and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date, or (2) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that DaVita may enforce such agreement against the participant.

United States Federal Income Tax Backup Withholding

Under the United States federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 30% of the gross proceeds payable to you or your designated payee pursuant to the offer must be withheld and remitted to the United States Internal Revenue Service (“IRS”), unless you or your designated payee provides a taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, you should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless you otherwise establish to the satisfaction of the Depositary that you are not subject to backup withholding. If the Depositary is not provided with the correct taxpayer identification number, a United States Holder (as defined in Section 14) may be subject to penalties imposed by the IRS. If withholding results in an overpayment of taxes, a refund may be obtained. Certain “exempt recipients” (including, among others, all corporations and certain Non-United States Holders (as defined in Section 14)) are not subject to these backup withholding and information reporting requirements. In order for a Non-United States Holder to qualify as an exempt recipient, that stockholder must submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to that stockholder’s exempt status. These statements can be obtained from the Depositary or the IRS through its Internet website: www.irs.gov. See Instruction 14 of the Letter of Transmittal.

To prevent United States federal income tax backup withholding equal to 30% of the gross payments made to you for shares purchased pursuant to the offer, unless you otherwise establish an exemption from the backup withholding, you must provide the Depositary with your correct taxpayer identification number and provide other information by completing the Substitute Form W-9 included as part of the Letter of Transmittal.

Guaranteed Delivery

If you desire to tender shares pursuant to the offer and your share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary before the Expiration Date, the shares still may be tendered, if all of the following conditions are satisfied:

(1) the tender is made by or through an Eligible Institution;

(2) the Depositary receives by hand, mail, overnight courier, telegram or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided with this Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and

(3) the certificates for all tendered shares, in proper form for transfer (or confirmation of book-entry transfer of the shares into the Depositary’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any required

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signature guarantees and other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery.

Return of Unpurchased Shares

If any tendered shares are not purchased, or if less than all shares evidenced by your certificates are tendered, certificates for unpurchased shares will be returned as promptly as practicable after the expiration or termination of the offer or, in the case of shares tendered by book-entry transfer at DTC, the shares will be credited to the appropriate account maintained by you at DTC, in each case without expense to you.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects

All questions as to the number of shares to be accepted, the purchase price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and our interpretation of the terms of the offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by you or waived by us. Neither we, nor the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of us incur any liability for failure to give any notice.

Tendering Stockholder’s Representation and Warranty; DaVita’s Acceptance Constitutes an Agreement

Your tender of shares pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the offer, as well as your representation and warranty to us that (1) you have a “net long position,” within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, in the shares or equivalent securities at least equal to the shares being tendered, and (2) the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares tendered or (b) other securities convertible into or exchangeable or exercisable for the shares tendered and will acquire the shares for tender by conversion, exchange or exercise and (2) will deliver or cause to be delivered the shares in accordance with the terms of the offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of your shares tendered pursuant to the offer will constitute a binding agreement between you and DaVita upon the terms and conditions of the offer.

Lost or Destroyed Certificates

If certificates for part or all of your shares have been lost, stolen, misplaced or destroyed, you may contact the Depositary at (800) 507-9357 for instructions as to the documents which will be required to be submitted together with the Letter of Transmittal in order to receive certificate(s) representing the shares. You are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

Certificates for shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to DaVita. Any documents delivered to DaVita will not be forwarded to the Depositary and will not be deemed to be properly tendered.

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4.    WITHDRAWAL RIGHTS

Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless already accepted for payment by DaVita pursuant to the offer, may also be withdrawn at any time after 9:00 a.m., New York City time, on Friday, May 17, 2002. Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable.

For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic, telex or facsimile transmission form and must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering stockholder, the number of shares to be withdrawn and the name of the registered holder of the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares tendered for the account of an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures. All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we, nor the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of us incur liability for failure to give any notice.

Withdrawals may not be rescinded, and any shares properly withdrawn will be deemed not properly tendered for purposes of the offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3.

If we extend the offer, are delayed in our purchase of shares or are unable to purchase shares pursuant to the offer for any reason, then, without prejudice to our rights under the offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and the shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4.

5.    PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE

As promptly as practicable following the Expiration Date, we (1) will determine a single per share purchase price that we will pay for the shares properly tendered and not properly withdrawn before the Expiration Date, taking into account the number of shares tendered and the prices specified by tendering stockholders, and (2) will accept for payment and pay for (and thereby purchase) up to 24,000,000 shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date. For purposes of the offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of this offer, shares that are properly tendered at or below the selected purchase price and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the offer.

We will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the offer as soon as practicable after the Expiration Date. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of certificates for shares, or of a timely Book-Entry Confirmation of shares into the Depositary’s account at DTC, and a properly completed and duly executed Letter of Transmittal, or manually signed facsimile of the Letter of Transmittal, and any other required documents.

We will pay for shares purchased pursuant to the offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders.

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In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until approximately seven business days after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration or conditional tenders, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant who delivered the shares, to the tendering stockholder at our expense as promptly as practicable after the Expiration Date or termination of the offer without expense to the tendering stockholders. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or an exemption from the requirement to pay the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal.

Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding of 30% of the gross proceeds paid to the stockholder or other payee pursuant to the offer. See Section 14 regarding United States federal income tax consequences to Non-United States Holders.

6.    CONDITIONAL TENDER OF SHARES

Under certain circumstances and subject to the exceptions for Odd Lot Holders described in Section 1, we may prorate the number of shares purchased pursuant to the offer. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, you may tender shares subject to the condition that a specified minimum number of your shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any shares tendered are purchased. If you desire to make a conditional tender, you must so indicate in the box captioned “Conditional Tender” in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. You are urged to consult with your own tax advisor regarding the appropriateness of any conditional tender.

If you wish to make a conditional tender, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are purchased. If the effect of accepting tenders on a pro rata basis would be to reduce the number of shares to be purchased from you (tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by you subject to a conditional tender pursuant to the Letter of Transmittal or Notice of Guaranteed Delivery and regarded as withdrawn as a result of proration will be returned as promptly as practicable after the Expiration Date.

If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of shares to be purchased to fall below 24,000,000 then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase 24,000,000 shares. In selecting among the conditional tenders, we will select by lot and will select only from stockholders who tendered all of their shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum of shares to be purchased.

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7.    CONDITIONS OF THE OFFER

Notwithstanding any other provision of the offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to the rules under the Exchange Act, if at any time before the Expiration Date any of the following events have occurred (or in our judgment is likely to occur) that, in our sole judgment and regardless of the circumstances giving rise to the event or events (including any action or omission to act by us), makes it inadvisable to proceed with the offer or with acceptance for payment:

• we have been unable to enter into a new senior credit facility satisfactory to us to provide the financing necessary to consummate the offer;

• we have not been able to consummate our tender offer for our 9¼% Senior Subordinated Notes due 2011, and the consents necessary to amend the indenture governing those notes to eliminate substantially all of the restrictive covenants contained therein have not been received;

• there has been threatened, instituted or pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic or foreign, before any court, authority, agency or other tribunal that directly or indirectly:

(1) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer, the acquisition of some or all of the shares pursuant to the offer or otherwise relates in any manner to the offer; or

(2) in our sole judgment, could materially and adversely affect our business, condition (financial or otherwise), income, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or materially impair the contemplated benefits of the offer to us;

• there has been any action threatened, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or DaVita or any of its subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal domestic, foreign or supranational, that, in our sole judgment, could directly or indirectly:

(1) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit consummation of the offer;

(2) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares;

(3) materially impair the contemplated benefits of the offer to us; or

(4) materially and adversely affect our business, condition (financial or otherwise), income, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business;

• there has occurred any of the following:

(1) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

(2) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

(3) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States;

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(4) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our sole judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States;

(5) any significant decrease in the market price of our common stock or in the market prices of equity securities generally in the United States, any significant increase in the interest rate, distribution rate or other significant change in the terms for debt securities offerings in the United States, or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our sole judgment, a material adverse effect on our business, condition (financial or otherwise), income, operations or prospects, or on the trading in our common shares, or on the proposed financing of the offer;

(6) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or

(7) any decline in the Dow Jones Industrial Average or the Standard and Poor’s 500 Composite Index by an amount in excess of 10% measured from the close of business on March 21, 2002;

• a tender or exchange offer for any or all of the shares (other than this offer), or any merger, acquisition proposal, business combination or other similar transaction with or involving DaVita or any of its subsidiaries, has been proposed, announced or made by any person or has been publicly disclosed;

• we learn that:

(1) any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before March 20, 2002); or

(2) any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before March 20, 2002 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional 2% or more of our outstanding shares;

• any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our common shares, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of their respective assets or securities other than in connection with a transaction authorized by our Board of Directors;

• any change or changes have occurred or are threatened in our business, condition (financial or otherwise), assets, income, operations, prospects or share ownership that, in our sole judgment, are or may be material to us; or

• we determine that the consummation of the offer and the purchase of the shares may cause our common shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances, including any action or omission to act by us, giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties.

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8.     PRICE RANGE OF SHARES; SHARE REPURCHASES

Our common shares are listed for trading on the New York Stock Exchange under the symbol “DVA.” The following table sets forth, for the fiscal quarters indicated, the high and low closing prices per share as reported on the NYSE Composite Tape:

	High		Low
2000
First quarter	$	7.19	$	2.56
Second quarter		6.00		2.63
Third quarter		7.63		6.13
Fourth quarter		17.50		8.19
2001
First quarter	$	19.55	$	14.60
Second quarter		20.33		16.18
Third quarter		22.36		18.31
Fourth quarter		24.45		17.05
2002
First Quarter (through March 14, 2002)	$	24.40	$	21.50

On March 14, 2002, the last full trading day before the announcement of the offer, the last reported sale price of the shares as reported on the NYSE Composite Tape was $22.92. On that date, there were 82,522,468 shares outstanding. We urge you to obtain current market quotations for your shares.

Share Repurchases

During the past year, we have periodically made open market purchases of shares at times when we believed that reacquiring shares was an attractive use of our available cash. In May 2001, we repurchased 126,000 outstanding shares to fund deferred stock units granted to some of our executive officers in February 2001. In November 2001, our Board of Directors authorized the repurchase of up to $200 million in outstanding shares. The following table summarizes our open market repurchases of outstanding shares under these repurchase programs:

	Shares Repurchased	Low		High		Average
2001
First quarter	0		N/A		N/A		N/A
Second quarter	126,000	$	18.90	$	20.24	$	19.76
Third quarter	0		N/A		N/A		N/A
Fourth quarter	762,700		22.15		24.42		23.41
2002
First Quarter (through March 14, 2002)	2,945,701		21.79		24.48		23.02

No further purchases will be made under the open market share repurchase program authorized in November 2001 during the term of the offer. We may resume making purchases under this program as early as 11 business days following the expiration date of the offer, but we are not obligated to do so.

9.    SOURCE AND AMOUNT OF FUNDS

Assuming that DaVita purchases 24,000,000 shares pursuant to the offer at the maximum specified purchase price of $25.00 per share, we expect the maximum aggregate cost, not including all fees and expenses applicable to the offer, will be approximately $600 million. In addition, we expect to incur approximately $13 million in fees and expenses related to this offer and the related transactions described below. We intend to enter into a new senior credit facility satisfactory to us to provide the financing necessary for the offer and our concurrent tender offer for our 9¼% Senior Subordinated Notes due 2011, the aggregate cost of which is expected to use up to $262 million of the net proceeds of the new credit facility. We do not have any alternative financing plans.

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10.    INFORMATION ABOUT US

General

DaVita Inc. is a leading provider of dialysis services in the United States for patients suffering from chronic kidney failure, also known as end stage renal disease. We currently operate 495 outpatient dialysis centers located in 32 states and the District of Columbia, serving approximately 43,000 patients. In addition, we provide acute inpatient dialysis services in approximately 270 hospitals.

Prior to mid-1999, we had an aggressive growth strategy of acquiring other dialysis businesses. This rapid growth through acquisitions had a significant impact on administrative functions and operating efficiencies. In the second half of 1999, we initiated a turnaround plan focused on improving our financial and operational infrastructure. During 2000, we divested substantially all of our operations outside the continental United States, made significant improvements in our billing and collecting operations, reduced our debt and restructured our credit facilities. We achieved further improvements in operating systems and processes during 2001, and we will be making significant investments in new systems and processes in 2002.

Our principal executive offices are located at 21250 Hawthorne Blvd., Suite 800, Torrance, California 90503-5517, and our telephone number is (310) 792-2600.

Summary Unaudited Condensed Consolidated Pro Forma Financial Statements

The following summary unaudited condensed consolidated pro forma financial statements give effect to the purchase of 24,000,000 shares of DaVita common stock pursuant to this Offer to Purchase at an assumed mid-range price of $22.50 per share, the purchase of our 9¼% Senior Subordinated Notes due 2011 pursuant to our separate, concurrent tender offer, and all related financing transactions, based on the assumptions described below and in the related notes to the summary unaudited condensed consolidated pro forma financial statements.

The Summary Unaudited Condensed Consolidated Pro Forma Statements of Income for the year ended December 31, 2001 give effect to the purchase of DaVita common stock pursuant to the offer, the purchase of our 9¼% Senior Subordinated Notes due 2011 pursuant to our separate, concurrent tender offer, and all related financing transactions, as though such events occurred on January 1, 2001. The Summary Unaudited Condensed Consolidated Pro Forma Balance Sheet as of December 31, 2001 gives effect to the purchase of DaVita common stock pursuant to the offer, the purchase of our 9¼% Senior Subordinated Notes due 2011 pursuant to our separate, concurrent tender offer, and all related financing transactions, as though such events occurred as of the date of such balance sheet.

The summary unaudited condensed consolidated pro forma financial statements should be read in conjunction with the historical consolidated financial information incorporated by reference herein. The summary unaudited condensed consolidated pro forma financial statements are subject to a number of uncertainties and assumptions and do not purport to be indicative of the operating results that would actually have been obtained, or operating results that may be obtained in the future, or the financial position that would have resulted had the purchase of the common shares pursuant to this offer, including the related financing transactions, been completed at the dates indicated.

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DaVita Inc.

Summary Unaudited Condensed Consolidated Pro Forma Statement of Income

For the year ended December 31, 2001

(dollars in thousands, except per share data)

	Historical			Pro forma adjustments		Pro forma
Net operating revenues	$	1,650,753				$	1,650,753
Operating expenses:
Dialysis centers and labs		1,100,652					1,100,652
General and administrative		129,194					129,194
Depreciation and amortization		105,209					105,209
Provision for uncollectible accounts		(2,294	)				(2,294	)
Total operating expenses		1,332,761					1,332,761
Operating income		317,992					317,992
Other income, net		4,644					4,644
Debt expense		72,438		38,512	(a)		110,950
Minority interests in income of consolidated subsidiaries		(9,260	)				(9,260	)
Income before income taxes and extraordinary items		240,938					202,426
Income tax expense		104,600		15,581	(b)		89,019
Income before extraordinary items	$	136,338				$	113,407
Basic earnings per common share before extraordinary items	$	1.63				$	1.90
Weighted average number of common shares outstanding		83,768,000					59,768,000
Diluted earnings per common share before extraordinary items	$	1.51				$	1.67
Weighted average number of common shares outstanding		103,454,000					79,454,000

(a) To eliminate debt expense of 37,308 that was recognized related to all previously existing bank credit facilities and the $225,000 senior subordinated notes and to record debt expense of $75,820 associated with the new credit facilities.

(b) To record the income tax benefit as a result of the increased debt expense of 38,512.

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DaVita Inc.

Summary Unaudited Condensed Consolidated Pro Forma Balance Sheet

As of December 31, 2001

(dollars in thousands, except share data)

	Historical			Pro forma adjustments		Pro forma
ASSETS
Cash and cash equivalents	$	36,711		70,600	(a)	$	107,311
Accounts receivable		333,546					333,546
Inventories		34,901					34,901
Other current assets		9,364					9,364
Income taxes receivable				3,313	(b)		3,313
Deferred income taxes		60,142					60,142
Total current assets		474,664					548,577
Property and equipment, net		252,778					252,778
Intangible assets, net		928,868		4,549	(c)		933,417
Investments in third-party dialysis businesses		4,346					4,346
Other long-term assets		2,027					2,027
	$	1,662,683				$	1,741,145
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable	$	74,630				$	74,630
Other liabilities		111,164					111,164
Accrued compensation and benefits		88,826					88,826
Current portion of long-term debt		9,034		38,000	(d)		47,034
Income taxes payable		15,027		(15,027	)(b)
Total current liabilities		298,681					321,654
Long-term debt		811,190		623,000	(d)		1,434,190
Other long-term liabilities		5,012					5,012
Deferred income taxes		23,441					23,441
Minority interests		20,722					20,722
Commitments and contingencies
Shareholders’ equity (deficit):
Preferred stock ($0.001 par value; 5,000,000 shares authorized; none issued or outstanding)
Common stock ($0.001 par value; 195,000,000 shares authorized; 85,409,037 shares actual and 85,409,057, shares pro forma)		85					85
Additional paid-in capital		467,904					467,904
Retained earnings		56,008		(27,511	)(f)		28,497
Treasury stock, at cost (888,700 shares actual and 24,888,700 shares pro forma)		(20,360	)	(540,000	)(e)		(560,360	)
Total shareholders’ equity (deficit)		503,637					(63,874	)
	$	1,662,683				$	1,741,145

(a) To record receipt of cash of $1,000,000 from new credit facilities; offset by the redemption of the $225,000 senior subordinated notes, repayment of $114,000 outstanding under the existing credit facilities, repurchase of $540,000 of common stock representing the maximum of 24,000,000 shares to be repurchased under the offer at an assumed mid-range price of $22.50 per share, payment of $13,000 of financing cost related to the new credit facilities and payment of a $37,400 debt tender offer premium.

(b) To remove income taxes payable of $15,027 and record income taxes receivable of $3,313 resulting from the $37,400 debt tender offer premium and extinguishment of $8,451 of deferred financing costs at an effective tax rate of 40%.

(c) To record the extinguishment of the remaining deferred financing costs of $8,451 associated with the $225,000 senior subordinated notes and existing credit facilities, and to record the new credit facility deferred financing costs of $13,000.

(d) To record the new credit facilities of $1,000,000, including $38,000 current portion, offset by the redemption of the $225,000 senior subordinated notes and repayment of $114,000 outstanding under the existing credit facilities.

(e) To record the repurchase of 24,000,000 shares of common stock at an assumed mid-range repurchase price of $22.50 per share for an aggregate amount of $540,000.

(f) To record the impact to retained earnings as a result of expense from the payment of the $37,400 debt tender offer premium and the extinguishment of deferred financing costs of $8,451 related to the $225,000 senior subordinated notes and previously existing credit facilities and the related tax effects of these transactions.

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Notes To Summary Unaudited Condensed Consolidated Pro Forma Financial Information (In Millions)

DaVita’s earnings to fixed charges ratio as of December 31, 2001 was 3.68:1 and after giving effect to the pro forma adjustments shown above, the earnings to fixed charges ratio would have been 2.55:1.

The historical book value per share of DaVita common stock as of December 31, 2001 was $5.96 and after giving effect to the pro forma adjustments shown above, the pro forma book value per share would have been (1.06).

Additional Information

DaVita is subject to the informational filing requirements of the Exchange Act, and, accordingly, is obligated to file reports, statements and other information with the SEC relating to its business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our stockholders and filed with the SEC. We have also filed an Issuer Tender Offer Statement on Schedule TO with the SEC which includes certain additional information relating to the offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at its regional office located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. These reports, statements and other information concerning us also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York, 10005, on which the shares are listed.

Incorporation by Reference

The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This offer incorporates by reference the historical consolidated financial statements and the notes related thereto contained in our annual report on Form 10-K for the year ended December 31, 2001 that has been previously filed with the SEC. This document contains other important information about us.

In addition, all documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the Expiration Date shall be incorporated by reference herein and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein, or contained in this Offer to Purchase and Consent Solicitation, shall be deemed to be modified or superseded for purposes of this Offer to Purchase and Consent Solicitation to the extent that a statement contained herein or in any subsequently filed document that is incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Offer to Purchase and Consent Solicitation, except as so modified or superseded. Copies of documents incorporated herein by reference may be obtained by request of DaVita Inc., Attention: Investor Relations, 21250 Hawthorne Blvd., Suite 800, Torrance, California 90503-5517, (310) 792-2600.

11.    INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES

As of March 15, 2002, we had 82,809,566 common shares outstanding, 15,394,088 shares reserved for issuance upon the conversion of our outstanding convertible notes and 16,213,416 shares reserved for issuance upon the exercise of options under our stock option plans. The 24,000,000 shares that we are offering to purchase represent approximately 29% of the shares outstanding on March 15, 2002.

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As of March 15, 2002, our directors and executive officers as a group (12 persons) beneficially owned approximately 2% of our outstanding shares. We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer. If we purchase 24,000,000 shares pursuant to the offer, then after the purchase of shares pursuant to the offer, our executive officers and directors as a group would beneficially own approximately 3% of the shares outstanding immediately after the offer.

The following chart details transactions in DaVita common stock by DaVita directors and executive officers within 60 days of the Offer to Purchase. Each of these transactions was, or will be, in the case of scheduled transactions, completed in accordance with the individual’s Rule 10b5-1 sales plan and each of the sales was, or will be, completed on the open market, through a broker. All of the transactions listed below involved the exercise of options and the subsequent sale of the shares acquired thereby within the same day.

Date of Exercise and Sale	Number of Shares	Exercise Price Per Share	Sale Price Per Share
Richard K. Whitney, Chief Financial Officer
January 22, 2002	10,000	$2.6875	$23.43
January 24, 2002	5,000	$2.6875	$23.65
January 28, 2002	10,000	$2.6875	$23.48
January 30, 2002	5,000	$2.6875	$23.15
February 4, 2002	5,000	$2.6875	$24.00
February 5, 2002	5,000	$2.6875	$23.96
February 7, 2002	5,000	$2.6875	$23.74
February 11, 2002	5,000	$2.6875	$23.21
February 12, 2002	5,000	$2.6875	$23.53
February 13, 2002	5,000	$2.6875	$24.24
February 19, 2002	5,000	$2.6875	$24.00
February 21, 2002	5,000	$2.6875	$23.93
February 22, 2002	5,000	$2.6875	$23.01
Steven J. Udicious, Vice President, General Counsel and Secretary
March 7, 2002	200	$2.6875	$22.35
March 7, 2002	3,300	$2.6875	$22.27
March 7, 2002	1,700	$2.6875	$22.26
March 7, 2002	3,000	$2.6875	$22.06
March 7, 2002	1,800	$2.6875	$22.09
Gary W. Beil, Vice President and Controller
March 20, 2002	2,000	$7.0625	$25.51
March 20, 2002	2,000	$7.0625	$25.45
March 20, 2002	1,700	$7.0625	$25.40
March 20, 2002	300	$7.0625	$25.37
March 21, 2002	6,000	$7.0625	*

* To be sold pursuant to Rule 10b5-1 sales plan.

Except as otherwise described in this Offer to Purchase, we and, to the best of our knowledge, our affiliates, directors or executive officers, are not a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

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12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT

Our purchase of shares pursuant to the offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of stockholders. Nonetheless, we anticipate that there will be a sufficient number of shares outstanding and publicly traded following consummation of the offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of shares pursuant to the offer will cause our remaining shares to be delisted from the NYSE.

The shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. We believe that, following the purchase of shares pursuant to the offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

The shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our stockholders and to the SEC and comply with the SEC’s proxy rules in connection with meetings of our stockholders. We believe that our purchase of shares pursuant to the offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

13. MATERIAL LEGAL MATTERS; REGULATORY APPROVALS

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our acquisition of shares as contemplated in this offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of shares as contemplated by this offer. Should any approval or other action be required, we presently contemplate that we will seek that approval or other action. We cannot predict whether we will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business.

14. MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary describes the principal United States federal income tax consequences to stockholders of an exchange of shares for cash pursuant to the offer. This summary is based upon the Internal Revenue Code of 1986, as amended to the date of this offer (the “Code”), existing and proposed United States Treasury Regulations promulgated under the Code, published rulings, administrative pronouncements and judicial decisions, changes to which could affect the tax consequences described in this offer (possibly on a retroactive basis).

This summary addresses only shares held as capital assets. It does not address all of the tax consequences that may be relevant to particular stockholders because of their personal circumstances, or to other types of stockholders (such as certain financial institutions, dealers or traders in securities or commodities, insurance companies, “S” corporations, expatriates, tax-exempt organizations, or persons who hold shares as a position in a “straddle” or as part of a “hedging” or “conversion” transaction or that have a functional currency other than the United States dollar). This summary may not be applicable with respect to shares acquired as compensation (including shares acquired upon the exercise of options or which were or are subject to forfeiture restrictions). This summary also does not address the state, local or foreign tax consequences of participating in the offer.

You should consult your tax advisor as to the particular consequences to you of participation in this offer.

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A “United States Holder” is a holder of shares that for United States federal income tax purposes is:

• a citizen or resident of the United States;

• a corporation, partnership or other entity created or organized in or under the laws of the United States or any State or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust (1) the administration over which a United States court can exercise primary supervision and (2) all of the substantial decisions of which one or more United States persons have the authority to control and certain other trusts considered United States Holders for federal income tax purposes.

A “Non-United States Holder” is a holder of shares other than a United States Holder.

Consequences to United States Holders

An exchange of shares for cash pursuant to the offer will be a taxable event. A United States Holder participating in the exchange will be treated either as having sold shares or as having received a dividend distribution from DaVita. A United States Holder’s exchange of shares for cash pursuant to the offer will be treated as a dividend to the extent of DaVita’s current or accumulated earnings and profits as determined under United States federal income tax principles, unless the exchange:

• is “not essentially equivalent to a dividend” with respect to the holder under section 302(b)(1) of the Code;

• is a “substantially disproportionate” redemption with respect to the holder under section 302(b)(2) of the Code; or

• results in a “complete termination” of the holder’s stock interest in DaVita under section 302(b)(3) of the Code.

In determining whether any of these tests have been met, a United States Holder must take into account not only shares it actually owns, but also shares it constructively owns within the meaning of section 318 of the Code.

A distribution to a stockholder is “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in the stockholder’s stock interest in DaVita. If, as a result of an exchange of shares for cash pursuant to the offer, a United States Holder of shares whose relative stock interest in DaVita is minimal and who  exercises no control over corporate affairs suffers a reduction in its proportionate interest in DaVita (including any ownership of preferred shares and any shares constructively owned), that United States Holder should generally be regarded as having suffered a meaningful reduction in its interest in DaVita. Satisfaction of the “substantially disproportionate” and the “complete termination” exceptions is dependent upon compliance with the respective objective tests set forth in section 302(b)(2) and section 302(b)(3) of the Code. A distribution to a stockholder will be “substantially disproportionate” if the percentage of the outstanding shares actually and constructively owned by the stockholder immediately following the exchange of shares pursuant to the offer (treating shares exchanged pursuant to the offer as outstanding) is less than 80% of the percentage of the outstanding shares actually and constructively owned by the stockholder immediately before the exchange (treating shares exchanged pursuant to the offer as outstanding). A distribution to a stockholder will result in a “complete termination” if either (1) all of the shares actually and constructively owned by the stockholder are exchanged pursuant to the offer or (2) all of the shares actually owned by the stockholder are exchanged pursuant to the offer and the stockholder is eligible to waive, and effectively waives, the attribution of shares constructively owned by the stockholder in accordance with the procedures described in section 302(c)(2) of the Code.

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If an exchange of shares for cash by a United States Holder pursuant to the offer is not treated as a distribution taxable as a dividend, the holder will recognize capital gain or loss equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the shares tendered to DaVita. The gain or loss will be long-term capital gain or loss if the holding period for the shares exceeds one year. The claim for a deduction in respect of a capital loss may be subject to limitation.

If the amount received by a United States Holder in the offer is treated as a distribution that is taxable as a dividend (as opposed to consideration received in a sale or exchange), the amount of the distribution will be the amount of cash received by the holder. The amount will be treated as a dividend, taxable as ordinary income to the United States Holder, to the extent of our current or accumulated earnings and profits as determined under United States federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the holder’s tax basis in the shares exchanged in the offer. Any remaining amount after the United States Holder’s basis has been reduced in the shares exchanged in the offer and in the shares retained by the United States Holder to zero will be taxable as capital gain. The United States Holder’s unrecovered adjusted tax basis in its shares exchanged in the offer generally will be transferred to its remaining shareholdings in DaVita, subject to, in the case of corporate stockholders, reduction or possible gain recognition under section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. If the United States Holder does not retain any actual stock ownership in DaVita (having a stock interest only constructively), the holder may lose the benefit of the holder’s adjusted tax basis in its shares. A dividend received by a corporate United States Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the “extraordinary dividend” provisions of section 1059 of the Code. Corporate stockholders should consult their own tax advisors regarding (1) whether a dividends-received deduction will be available to them, and (2) the possible application of section 1059 to the ownership and disposition of their shares.

Consequences to Non-United States Holders

DaVita and the Depositary will generally treat the cash received by a Non-United States Holder participating in the exchange as a “dividend” distribution from DaVita. Accordingly, the Depositary will generally withhold United States federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his or her agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. To obtain a reduced rate of withholding pursuant to a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). The Depositary will determine a stockholder’s status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted.

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A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets one of the tests under Section 301(b)(1), (2) or (3) of the Code described above in this Section 14 with respect to United States Holders that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. If the exchange is characterized as a sale (as opposed to a dividend) with respect to a Non-United States Holder, the holder generally will not be subject to United States federal income tax, and therefore may be entitled to a refund of the tax withheld by the Depositary, on any gain with respect to the exchange unless:

• the gain is effectively connected with a trade or business of the Non-United States Holder in the United States and, if certain tax treaties apply, is attributable to a permanent establishment in the United States maintained by such holder;

• in the case of a non-resident alien individual who holds the common stock as a capital asset, the individual is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met; or

• unless an exception applies, we are or have been a United States real property holding corporation at any time within the five-year period preceding the disposition or during the Non-United States Holder’s holding period, whichever period is shorter.

The tax relating to stock in a United States real property holding corporation does not apply to a Non-United States Holder whose holdings, actual and constructive, at all times during the applicable period, amount to 5% or less of the common stock of a United States real property holding corporation, provided that the common stock is regularly traded on an established securities market. Generally, a corporation is a United States real property holding corporation if the fair market value of its United States real property interests, as defined in the Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We may be a United States real property holding corporation.

The tax discussion set forth above is included for general information only. You are urged to consult your tax advisor to determine the particular tax consequences to you of the offer, including the applicability and effect of state, local and foreign tax laws.

15.     EXTENSION OF THE OFFER; TERMINATION; AMENDMENT

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to extend the period of time the offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the offer to holders of shares or by decreasing or increasing the number of shares being sought in the offer). Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public

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announcement made pursuant to the offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to PR Newswire.

If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

(1) we increase or decrease the price to be paid for shares, materially increase the Dealer Manager’s fee or increase or decrease the number of shares being sought in the offer and, in the event of an increase in the number of shares being sought, the increase exceeds 2% of the outstanding shares; and

(2) the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15,

then in each case the offer will be extended until the expiration of the period of ten business days. For purposes of the offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

16.     FEES AND EXPENSES

Credit Suisse First Boston is acting as the Dealer Manager in connection with the offer, for which services it will receive customary compensation. We also have agreed to reimburse it for reasonable out-of-pocket expenses incurred in connection with the offer, including reasonable fees and expenses of counsel and other advisors, and to indemnify it and certain related persons against liabilities and expenses incurred in connection with its engagement, including liabilities under the federal securities laws. The Dealer Manager and its respective affiliates may actively trade our debt and equity securities for their own accounts and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. Credit Suisse First Boston, Cayman Islands Branch, an affiliate of Credit Suisse First Boston Corporation, will receive customary fees and reimbursement of expenses in connection with the new senior secured credit facility.

We have retained Georgeson Shareholder Communications Inc. to act as Information Agent and The Bank of New York to act as Depositary in connection with the offer. The Information Agent may contact holders of shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee stockholders to forward materials relating to the offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by DaVita for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the offer, including liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of shares pursuant to the offer. Stockholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if stockholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of us, the Dealer Manager, the Information Agent or the Depositary for purposes of the offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in Instruction 7 in the Letter of Transmittal.

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17.    MISCELLANEOUS

We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer or the acceptance of shares pursuant to the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of shares residing in that jurisdiction. In any jurisdiction where the securities, Blue Sky or other laws require the offer to be made by a licensed broker or dealer, the offer will be deemed to be made on our behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information relating to the offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 10 with respect to information concerning us.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or make any representation on our behalf in connection with this offer other than those contained in this offer to purchase or in the related letter of transmittal. If given or made, you should not rely on that information or representation as having been authorized by us.

DA VITA INC.

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A manually signed copy of a facsimile of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by you or your broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of shares, you are directed to contact the Depositary.

The Depositary for the Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand:	By Overnight Courier:
Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY 10286-1248	Tender & Exchange Department One Wall Street, 3rd Floor New York, NY 10286	Tender & Exchange Department 385 Rifle Camp Road, 5th Floor West Paterson, NJ 07424

Facsimile Number:

(For Eligible Institutions Only)

(973) 247-4077

For Confirmation of Facsimile:

(973) 247-4075

You may request additional copies of this offer, the Letter of Transmittal or the Notice of Guaranteed Delivery and direct questions and requests for assistance to the Information Agent or the Dealer Manager at the address and telephone number set forth below.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, NY 10004

Banks and Brokers Call Collect: (212) 440-9800

All Others Call Toll-Free: (866) 800-0506

The Dealer Manager for the Offer is:

CREDIT SUISSE FIRST BOSTON CORPORATION

Eleven Madison Avenue

New York, New York 10010-3629

Call Toll-Free: (800) 881-8320

EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL

DaVita Inc.

To Tender Common Shares

Pursuant to the Offer to Purchase Dated March 21, 2002

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand:	By Overnight Courier:
Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY 10286-1248	Tender & Exchange Department One Wall Street, 3rd Floor New York, NY 10286	Tender & Exchange Department 385 Rifle Camp Road, 5th Floor West Paterson, NJ 07424

Facsimile Number:

(For Eligible Institutions Only)

(973) 247-4077

For Confirmation of Facsimile:

(973) 247-4075

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of instructions via facsimile to a number other than as set forth above will not constitute a valid delivery to the Depositary.

Please read this entire letter of transmittal and consent carefully before completing this Letter of Transmittal.

DESCRIPTION OF SHARES TENDERED
Name(s) And Address(es) of Registered Holder(s) (If blank, please fill in exactly as name(s) appear(s) on Certificate(s))		Shares Tendered
Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary): (1)(3) 1st: 2nd: 3rd: 4th:		For Certificates Tendered (1) (attach additional signed lists if necessary)
	Certificate Number(s)		Total Number of Shares Evidenced by Certificate(s)	Number of Shares Tendered(2)
		Total Certificated Shares Tendered
		Total Shares Tendered By Book-Entry (DRS)
	Total Shares Tendered

(1) Need not be completed if shares are delivered by book-entry transfer.

(2) If you desire to tender fewer than all shares evidenced by any certificates listed, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificate will be deemed to have been tendered. See Instruction 4.

(3) If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary.

¨ Check here if any of the certificates representing your DaVita common shares have been lost or destroyed. You must complete an affidavit of loss and return it with your Letter of Transmittal. Please call the Depositary at (800) 507-9357 to obtain an affidavit of loss and for further instructions.

This Letter of Transmittal is to be completed only if (1) certificates representing shares are to be forwarded herewith, or (2) unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, a tender of shares is to be made concurrently by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (“DTC”) pursuant to Section 3 of the Offer to Purchase.

If you desire to tender shares pursuant to the offer, but your share certificates are not immediately available or you cannot deliver the certificates and all other documents required by this Letter of Transmittal to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase), or you cannot comply with the procedure for book-entry transfer on a timely basis, you may nevertheless tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 to the Letter of Transmittal)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER,” you hereby tender shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by us for the shares is less than the price checked below. If you desire to tender shares at more than one price, you must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨    $20.00	¨    $21.00	¨    $22.00	¨    $23.00	¨    $24.00	¨    $25.00
¨    $20.25	¨    $21.25	¨    $22.25	¨    $23.25	¨    $24.25
¨    $20.50	¨    $21.50	¨    $22.50	¨    $23.50	¨    $24.50
¨    $20.75	¨    $21.75	¨    $22.75	¨    $23.75	¨    $24.75

CHECK ONLY ONE BOX ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5 to the Letter of Transmittal)

¨    I want to maximize the chance of having DaVita purchase all of the shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, I hereby tender shares and am willing to accept the purchase price determined by DaVita in accordance with the terms of the offer. This action could result in my receiving a price per share as low as $20.00.

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ODD LOTS

To be completed ONLY if shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan). I am either (check one box):

¨ the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

¨ a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) of shares with respect to which it is the record holder, and (b) believe, based upon representations made to me by the beneficial owner(s), that each person was the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares.

In addition, I am tendering shares either (check one box):

¨ at the purchase price determined by DaVita in accordance with the terms of the offer (persons checking this box need not indicate the price per share above); or

¨ at the price per share indicated above under “Shares Tendered at Price Determined by Stockholder.”

ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.

CONDITIONAL TENDER

You may condition your tender of shares upon us purchasing a specified minimum number of the shares tendered, all as described in the Offer to Purchase, particularly in Section 6. Unless at least the minimum number of shares you indicate below is purchased by us pursuant to the terms of the offer, none of the shares tendered by you will be purchased. It is your responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional.

¨ Minimum number of shares that must be purchased, if any are purchased: ______ shares.

SPECIAL PAYMENT OR DELIVERY INSTRUCTIONS

You recognize that, under certain circumstances set forth in the Offer to Purchase, we may terminate or amend the offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered. In any event, you understand that certificate(s) for any shares not tendered or not purchased will be returned to you at the address indicated above, unless otherwise indicated under the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” below.

You understand that acceptance of shares by us for payment will constitute a binding agreement between you and us upon the terms and subject to the conditions of the offer.

The check for the aggregate net purchase price for the shares tendered and purchased will be issued in your name and mailed to the address indicated above, unless otherwise indicated under the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” below. You acknowledge that we have no obligation, pursuant to the “Special Payment Instructions,” to transfer any shares from the name of our registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if we do not purchase any of the shares.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 6, 7 and 10)

To be completed ONLY if certificates for shares not tendered or purchased and/or any checks for the purchase price of shares accepted for payment are to be issued in the name of and sent to someone other than you or if shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be redelivered by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above.

Issue:	¨  Check to:
	¨  Certificates to:

Name                                                                                              

(Please Print)

Address                                                                                            

(Include Zip Code)

(Employer Identification or Social Security Number)

Credit shares tendered by book-entry transfer that are not accepted for payment to DTC to an account set forth below:

Account Number:                                           

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SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 6, 7 and 10)

To be completed ONLY if any certificate for shares not tendered or not purchased and/or any check for the purchase price of shares accepted for payment, issued in the name of the undersigned, are to be sent to someone other than you or to you at an address other than that shown above.

Mail	¨  Check to:
	¨  Certificate to:

Name                                                                                              

(Please Print)

Address                                                                                            

(Include Zip Code)

(Employer Identification or Social Security Number)

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution                                                                       

Account Number                                                                                    

Transaction Code Number                                                                           

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s)                                                                     

Date of Execution of Notice of Guaranteed Delivery                                                    

Name of Institution that Guaranteed Delivery                                                          

If delivered by Book-Entry Transfer:

Name of Tendering Institution                                                                       

Account Number                                                                                    

Transaction Code Number                                                                           

NOTE: SIGNATURES MUST BE PROVIDED BELOW

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Please Read the Accompanying Instructions Carefully.

To DaVita Inc.

I hereby tender to you the above-described common shares, par value $0.001 per share, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 21, 2002, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, I sell, assign and transfer to you, or upon your order, all right, title and interest in and to all shares tendered and order the registration of all shares if tendered by book-entry transfer and irrevocably constitute and appoint the Depositary as my true and lawful agent and attorney-in-fact with respect to the shares with full knowledge that the Depositary also acts as your agent, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(a) deliver certificate(s) representing the shares or transfer ownership of the shares on the account books maintained by DTC, together, in either case, with all accompanying evidences of transfer and authenticity, to you or upon your order upon receipt by the Depositary, as my agent, of the purchase price with respect to the shares;

(b) present certificates for the shares for cancellation and transfer on your books; and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the offer.

I covenant, represent and warrant to you that:

(1) I have full power and authority to tender, sell, assign and transfer the shares tendered hereby and when and to the extent accepted for payment, you will acquire good, marketable and unencumbered title to the tendered shares, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims;

(2) I understand that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute my acceptance of the terms and conditions of the offer, including my representation and warranty that (i) I have a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the shares or equivalent securities at least equal to the shares being tendered, and (ii) the tender of shares complies with Rule 14e-4;

(3) I will, upon request, execute and deliver any additional documents deemed by the Depositary or you to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered; and

(4) I have read, understand and agree to all of the terms of the offer.

I understand that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between me and you upon the terms and subject to the conditions of the offer. I acknowledge that under no circumstances will you pay interest on the purchase price, including without limitation, by reason of any delay in making payment.

All authority conferred or agreed to be conferred will survive my death or incapacity, and any obligation of mine will be binding on my heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives. Except as stated in the Offer to Purchase, this tender is irrevocable.

6

The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered. The certificate numbers, the number of shares represented by the certificates and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. The price at which the shares are being tendered should be indicated in the appropriate boxes above.

I understand that you will determine a single per share price, not in excess of $25.00 nor less than $20.00 that you will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders. All shares acquired in the offer will be acquired at the same purchase price. You will select the lowest purchase price that will allow you to buy 24,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the “Odd Lot” priority, proration and conditional tender provisions described in the Offer to Purchase. Shares tendered at prices in excess of the purchase price that is determined by you and shares not purchased because of proration or conditional tenders will be returned.

REGISTERED HOLDERS OF SHARES

SIGN HERE

(ALSO COMPLETE SUBSTITUTE FORM W-9 ON PAGE 14)

(Signature(s) of Stockholder(s))

Dated:                                           

(Must be signed by registered holder(s) as name(s) appear(s) on the certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)

Name(s):                                                                                               

(Please Print)

Capacity (full title):                                                                                      

Address:                                                                                                

(Include Zip Code)

Daytime Area Code and Telephone No.:                                                                   

Employer Identification or

Social Security No.:                                                                                      

(See Substitute Form W-9)

7

GUARANTEE OF SIGNATURE(S)

(If Required See Instructions 1 and 6)

Authorized Signature:                                                                               

Name:                                                                                             

(Please Print)

Name of Firm:                                                                                      

Address:                                                                                           

(Include Zip Code)

Area Code and Telephone No.:                                                                       

Dated:                                      

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9

IN THIS LETTER OF TRANSMITTAL AND CONSENT

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.    Guarantee of Signatures.    No signature guarantee is required if either:

(a) this Letter of Transmittal is signed by the registered holder of the shares (which term, for these purposes, includes any participant in DTC whose name appears on a security position listing as the owner of the shares) tendered exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal and payment and delivery are to be made directly to the owner and the owner has not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” above; or

(b) the shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Exchange Act (each of the foregoing constituting an “Eligible Institution”).

In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 6.

2.    Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.     This Letter of Transmittal is to be completed only if certificates for shares are delivered with it to the Depositary (or the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered shares or confirmation of a book-entry transfer into the Depositary’s account at DTC of shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), or an Agent’s Message, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth in this document and must be delivered to the Depositary on or before the Expiration Date. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

If your certificates are not immediately available or you cannot deliver certificates for your shares and all other required documents to the Depositary before the Expiration Date, or your shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, you must, in any case, tender your shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of the Notice of Guaranteed Delivery) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to that procedure, certificates for all physically tendered shares or book-entry confirmations, as the case may be, as well as this properly completed and duly executed Letter of Transmittal (or manually signed facsimile of this Letter of Transmittal), or an Agent’s Message, and all other documents required by this Letter of Transmittal, must be received by the Depositary within three (3) New York Stock Exchange trading days after receipt by the Depositary of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth therein. For shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

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Except as specifically permitted by Section 6 of the Offer to Purchase, we will not accept any alternative, conditional or contingent tenders, nor will we purchase any fractional shares, except as expressly provided in the Offer to Purchase. By executing this Letter of Transmittal (or a facsimile of this Letter of Transmittal), you waive any right to receive any notice of the acceptance of your tender.

3.     Inadequate Space.     If the space provided in the box entitled “Description of Shares Tendered” above is inadequate, you should list the certificate numbers and/or the number of shares on a separate signed schedule and attach it to this Letter of Transmittal.

4.     Partial Tenders and Unpurchased Shares.     (Not applicable if you tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled “Number of Shares Tendered” in the box entitled “Description of Shares Tendered” above. In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old certificate(s) will be issued and sent to you. Unless otherwise indicated, all shares represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered.

5.     Indication of Price at Which Shares Are Being Tendered.     If you are an Odd Lot Holder (as explained in Instruction 8 below), for shares to be properly tendered, you MUST either (1) check the box in the section captioned “Odd Lots” indicating that you wish to tender at the price determined by us or (2) check the box in the section captioned “Odd Lots” indicating that you wish to tender at the price indicated in the section captioned “Shares Tendered at Price Determined by Stockholder” and check a box in that section. If you are not an Odd Lot Holder, for shares to be properly tendered, you MUST either (1) check the box next to the section captioned “Shares Tendered at Price Determined Pursuant to the Offer” or (2) check one of the boxes in the section captioned “Shares Tendered at Price Determined by Stockholder” indicating the price at which you are tendering shares. If you wish to tender a portion(s) of your shares at different prices, you must complete a separate Letter of Transmittal for each price at which you wish to tender each portion of your shares. The same shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price.

6.     Signatures on this Letter of Transmittal; Stock Powers and Endorsements.     If you are signing this Letter of Transmittal as the registered holder(s) of the shares tendered, your signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If the shares tendered are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal.

If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimile) as there are different registrations of certificates.

If you are signing this Letter of Transmittal as the registered holder(s) of the shares tendered, no endorsement(s) of certificate(s) representing the shares or separate stock power(s) are required unless payment is to be made to a person other than you. Signature(s) on the certificate(s) must be guaranteed by an Eligible Institution. If you are signing this Letter of Transmittal and you are not the registered holder(s) of the certificate(s) listed, or if payment is to be made to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on the certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

If you are signing this Letter of Transmittal or any certificate(s) or stock power(s) as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or

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representative capacity, you should so indicate when signing this Letter of Transmittal and must submit proper evidence satisfactory to us of your authority to so act.

7.     Stock Transfer Taxes.     Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover tax stamps need accompany this Letter of Transmittal. We will pay any stock transfer taxes payable on the transfer to us of shares purchased pursuant to the offer. If, however, either (a) payment of the purchase price for shares tendered and accepted for purchase is to be made to any person other than the registered holder(s); or (b) certificate(s) representing tendered shares are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder(s), other person(s) or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption therefrom is submitted.

8.     Odd Lots.     As described in Section 1 of the Offer to Purchase, if we are to purchase fewer than all shares tendered before the Expiration Date and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 shares (not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan), and who tenders all of his or her shares at or below the purchase price (an “Odd Lot Holder”). This preference will not be available unless the section captioned “Odd Lots” is completed.

9.     Order of Purchase in Event of Proration.     You may designate the order in which your shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. See Section 14 of the Offer to Purchase.

10.     Special Payment and Delivery Instructions.     If check(s) are to be issued in the name of a person other than the signer of this Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the signer at a different address, the box entitled “Special Payment Instructions” and/or the box entitled “Special Delivery Instructions” on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1.

11.     Irregularities.     All questions as to the number of shares to be accepted, the price to be paid for the shares and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of shares that we determine not to be in proper form or the acceptance of which or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and our interpretation of the terms of the offer (including these Instructions) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured by the tendering stockholder or waived by us. Unless waived, any defects or irregularities in connection with tenders must be cured within that time as we will determine. None of us, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any notice of defect or irregularity.

12.     Questions and Requests for Assistance and Additional Copies.     Questions or requests for assistance may be directed to, or additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained from, the Information Agent or the Dealer Manager at their addresses and telephone numbers set forth below.

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13.     Tax Identification Number and Backup Withholding.     Federal income tax law generally requires that a stockholder whose tendered shares are accepted for purchase, or the stockholder’s assignee (in either case, the “Payee”), provide the Depositary with the Payee’s correct Taxpayer Identification Number (“TIN”), which, in the case of a Payee who is an individual, is the Payee’s social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, the Payee may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 30% of the gross proceeds received pursuant to the offer. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each Payee must provide the Payee’s correct TIN by completing the Substitute Form W-9 set forth in this document, certifying that the TIN provided is correct (or that the Payee is awaiting a TIN) and that (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the Internal Revenue Service that the Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified the Payee that the Payee is no longer subject to backup withholding.

If the Payee does not have a TIN, the Payee should (a) consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (“W-9 Guidelines”) for instructions on applying for a TIN, (b) write “Applied For” in the space provided in Part 1 of the Substitute Form W-9, and (c) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. If the Payee does not provide the Payee’s TIN to the Depositary within sixty (60) days, backup withholding will begin and continue until the Payee furnishes the Payee’s TIN to the Depositary. Note that writing “Applied For” on the Substitute Form W-9 means that the Payee has already applied for a TIN or that the Payee intends to apply for one in the near future.

If shares are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee should write “Exempt” in Part 2 of the Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on the Substitute Form W-9 for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, that person must submit a completed IRS Form W-8BEN Certificate of Foreign Status or IRS Form W-8ECI Certificate of Foreign Person’s Claim for Exemption from Withholding or Income Effectively Connected with the Conduct of a U.S. Trade or Business, or a Substitute Form W-8BEN or Substitute Form W-8ECI, signed under penalties of perjury attesting to the exempt status. This form may be obtained from the Depositary or the IRS through its Internet website: www.irs.gov.

14.     Withholding for Non-United States Stockholders.     Even if a Non-United States Stockholder (as defined below) has provided the required certification to avoid backup withholding, the Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a Non-United States Stockholder or the holder’s agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a “Non-United States Stockholder” is any stockholder that for United States federal income tax purposes is not (a) a citizen or resident of the United States, (b) a corporation or partnership created or organized in or under the laws of the United States or any State or the District of Columbia, (c) an estate the income of which is subject to United States federal income taxation regardless of the source of that income, or (d) a trust (i) the administration over which a United States court can exercise primary supervision and (ii) all of the substantial decisions of which one or more United States persons have the authority to control. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-United States Stockholder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the

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conduct of a trade or business within the United States, a Non-United States Stockholder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI. The Depositary will determine a stockholder’s status as a Non-United States Stockholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted. A Non-United States Stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Stockholder meets those tests described in Section 14 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due.

Non-United States Stockholders are urged to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

15.     Mutilated, Lost, Stolen or Destroyed Certificates.     If any certificate(s) representing shares has been lost, stolen, destroyed or mutilated, you should complete an affidavit of loss and return it with the Letter of Transmittal. Please call the Depositary at (800) 507-3597 to obtain an affidavit of loss and for further instructions.

16.     Conditional Tenders.     As described in Section 6 of the Offer to Purchase, you may condition your tender on all or a minimum number of your tender shares being purchased. If we are to purchase less than all of the shares tendered before the Expiration Date and not withdrawn, the Depositary will perform a preliminary proration, and any shares tendered at or below the purchase price pursuant to a conditional tender for which the condition was not satisfied by the preliminary proration will be deemed withdrawn, subject to reinstatement if such conditional tendered shares are subsequently selected by random lot for purchase subject to Section 6 of the Offer to Purchase. Conditional tenders will be selected by lot only from stockholders who tender all of their shares. All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. The conditional tender alternative is made available so that you may assure that the purchase of shares from you pursuant to the offer will be treated as a sale of the shares by you, rather than the payment of a dividend to you, for United States federal income tax purposes. Odd Lot Shares, which will not be subject to proration, cannot be conditionally tendered. It is your responsibility to calculate the minimum number of shares that must be purchased from you in order for you to qualify for sale (rather than dividend) treatment, and you are urged to consult your own tax advisor.

In the event of proration, any shares tendered pursuant to a conditional tender for which the minimum requirements are not satisfied may not be accepted and thereby will be deemed withdrawn.

IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, OR A MANUALLY SIGNED FACSIMILE OF THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES REPRESENTING SHARES BEING TENDERED OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BEFORE 9:00 A.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. YOU ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THIS LETTER OF TRANSMITTAL.

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TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (See Instruction 13)

Name (If joint names, see attached guidelines)
Business name (Sole proprietors, see attached guidelines)
Please check appropriate box:                 ¨  Individual/Sole Proprietor	¨  Corporation	¨  Partnership	¨  Other
Address (number, street, and apt. or suite no.)
City, state, and Zip code

PAYOR’S NAME:
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification		Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	TIN                                        (Social Security Number or Employer Identification Number)
		Part 2—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE INSTRUCTIONS)
	Part 3—CERTIFICATION—Under penalties of perjury, I certify that (1) the number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Person (including a U.S. resident alien).
		SIGNATURE:                                                           DATE:

You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART 1 OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payor within 60 days, the Payor is required to withhold the applicable rate from all cash payments made to me thereafter until I provide a number.

SIGNATURE:

DATE:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING FROM ANY GROSS PROCEEDS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand:	By Overnight Courier:
Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY 10286-1248	Tender & Exchange Department One Wall Street, 3rd Floor New York, NY 10286	Tender & Exchange Department 385 Rifle Camp Road, 5th Floor West Paterson, NJ 07424

Facsimile Number:

(For Eligible Institutions Only)

(973) 247-4077

For Confirmation of Facsimile:

(973) 247-4075

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, NY 10004

Banks and Brokers Call Collect: (212) 440-9800

All Others Call Toll Free: (866) 800-0506

The Dealer Manager for the Offer is:

CREDIT SUISSE FIRST BOSTON CORPORATION

Eleven Madison Avenue

New York, New York 10010-3629

Call Toll Free: (800) 881-8320

EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY

for

Tender of Common Shares

of

DaVita Inc.

Pursuant to the Offer to Purchase dated March 21, 2002

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M.,

NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

This form of Notice of Guaranteed Delivery, or a form substantially equivalent to this form, must be used to accept the offer if certificates evidencing common shares, par value $0.001 per share, of DaVita Inc., a Delaware corporation, are not immediately available, or if the procedure for book-entry transfer described in the Offer to Purchase dated March 21, 2002 and the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer, cannot be completed on a timely basis or time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal or a manually signed facsimile of the Letter of Transmittal, to reach the Depositary prior to the Expiration Date, as defined in the Offer to Purchase.

This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand:	By Overnight Courier:	Facsimile Number:
Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY 10286-1248	Tender & Exchange Department One Wall Street, 3rd Floor New York, NY 10286	Tender & Exchange Department 385 Rifle Camp Road, 5th Floor West Paterson, NJ 07424	(For Eligible Institutions Only) (973) 247-4077 For Confirmation of Facsimile:  (973) 247-4075

This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Delivery of this instrument to an address, or transmission via facsimile, other than as set forth above will not constitute valid delivery. Deliveries to DaVita will not be forwarded to the Depositary and therefore will not constitute a valid delivery. Likewise, delivery to The Depository Trust Company will not constitute a valid delivery to the Depositary.

To DaVita Inc.:

I tender to you at the price per share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase.

PLEASE SIGN AND COMPLETE 

Name and Class of Shares	Name(s) of Record Holder(s)
Certificate Nos. (if available):
	Please Print
	Address(es)
If Shares will be tendered by book-entry transfer:
	Zip Code
Name of Tendering Institution
	Daytime Area Code and Tel. No.:
Account Number
	Signature(s):
Dated:

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ODD LOTS

To be completed ONLY if shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in DaVita's 401(k) Retirement Savings Plan or Profit Sharing Plan). I am either (check one box):

¨    the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

¨    a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) of shares with respect to which it is the record holder, and (b) believe, based upon representations made to me by the beneficial owner(s), that each person was the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares.

In addition, I am tendering shares either (check one box):

¨    at the purchase price determined by DaVita in accordance with the terms of the offer (persons checking this box need not indicate the price per share above); or

¨    at the price per share indicated above under “Shares Tendered at Price Determined by Stockholder.”

ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.

CONDITIONAL TENDER

You may condition your tender of shares upon us purchasing a specified minimum number of the shares tendered, all as described in the Offer to Purchase, particularly in Section 6. Unless at least the minimum number of shares you indicate below is purchased by us pursuant to the terms of the offer, none of the shares tendered by you will be purchased. It is your responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional.

¨    Minimum number of shares that must be purchased, if any are purchased:              shares.

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SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 to the Letter of Transmittal)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER,” you hereby tender shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by us for the shares is less than the price checked below. If you desire to tender shares at more than one price, you must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨    $20.00	¨    $21.00	¨    $22.00	¨    $23.00	¨    $24.00	¨    $25.00
¨    $20.25	¨    $21.25	¨    $22.25	¨    $23.25	¨    $24.25
¨    $20.50	¨    $21.50	¨    $22.50	¨    $23.50	¨    $24.50
¨    $20.75	¨    $21.75	¨    $22.75	¨    $23.75	¨    $24.75

CHECK ONLY ONE BOX ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5 to the Letter of Transmittal)

¨     I want to maximize the chance of having DaVita purchase all of the shares that I am tendering (subject to the possibility of proration). Accordingly, by checking THIS ONE BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, I hereby tender shares and am willing to accept the purchase price determined by DaVita in accordance with the terms of the offer. This action could result in my receiving a price per share as low as $20.00.

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THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to Be Used for Signature Guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), guarantees the delivery to the Depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary’s account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, all within three (3) New York Stock Exchange trading days of this date.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing shares to the Depositary within the time period set forth herein. Failure to do so could result in a financial loss to the Eligible Institution.

Name of Firm:                                                                                      

Address:                                                                                           

City, State, Zip Code                                                                                

Area Code and Tel No.:                                                                             

Name:                                                                                             

Please Print

Authorized Signature:                                                                                

Title:                                                                                              

Dated:                                                                                             

DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(1)(IV)

March 21, 2002

To Our Stockholders:

We invite you to tender your DaVita common shares for purchase by DaVita. We are offering to purchase up to 24,000,000 shares at a price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. If you have received share certificates for shares that were purchased through our Employee Stock Purchase Plan, then you may tender those shares. You may not tender shares that you own through our 401(k) Retirement Savings Plan or our Profit Sharing Plan.

We will determine a single per share price that we will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders. We will select the lowest purchase price that will allow us to buy 24,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered. All shares acquired in the offer will be acquired at the same purchase price.

Our offer is being made on the terms and conditions set forth in the enclosed Offer to Purchase and related Letter of Transmittal. We encourage you to read these materials carefully before making any decision with respect to the offer. The offer will expire at 9:00 a.m., New York City time, on Friday, April 19, 2002, unless we extend it.

Any stockholder whose shares are properly tendered directly to The Bank of New York, the Depositary for the offer, and purchased in the offer will not incur the usual transaction costs associated with open market sales. If you own fewer than 100 shares, the offer is an opportunity for you to sell your shares without having to pay odd lot discounts.

If you want to maximize the chances that your shares will be purchased in the offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in your tendered shares being purchased at the minimum price of $20.00 per share.

Our Board of Directors has approved the offer. However, neither we nor our Board of Directors makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In doing so, you should consider our reasons for making this offer. We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer. We have also been advised that the trustees of our 401(k) Retirement Savings Plan and Profit Sharing Plan do not intend to tender any shares pursuant to the offer.

If you do not wish to participate in this offer, you do not need to take any action. If you do wish to tender your shares, the instructions on how to tender shares are explained in detail in the enclosed materials.

If you have any questions regarding the offer or need assistance in tendering your shares, please contact Georgeson Shareholder Communications Inc., the Information Agent for the tender offer, at (866) 800-0506 (toll free), or Credit Suisse First Boston Corporation, the Dealer Manager for the tender offer, at (800) 881-8320 (toll free).

Sin cerely,

Ke nt J. Thiry

Ch airman and Chief Executive Officer

QUESTIONS AND ANSWERS ABOUT THE TENDER OFFER FOR THE

COMMON SHARES OF DAVITA INC.

WHAT IS THIS OFFER TO PURCHASE?

We are inviting you to tender your DaVita common shares, par value $0.001 per share, for purchase by DaVita at a price not in excess of $25.00 nor less than $20.00 per share upon the terms and conditions described in the enclosed Offer to Purchase and the related Letter of Transmittal.

WHAT WILL BE THE FINAL PURCHASE PRICE?

We will determine the lowest single price per share that will allow us to buy 24,000,000 shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders or, if a lesser number of shares are properly tendered, all shares that are properly tendered.

All shares acquired in the offer will be acquired at the same purchase price.

If your shares are purchased in the offer, you will receive the purchase price in cash for each of your shares that we purchase, without interest, and you will not incur the usual transaction costs associated with open market sales.

MAY I TENDER SHARES THAT I PURCHASED THROUGH DAVITA’S EMPLOYEE STOCK PURCHASE PLAN?

Yes, you may tender shares that you own which you purchased through DaVita’s Employee Stock Purchase Plan. If your shares are registered in your own name you must complete and return the Letter of Transmittal and follow the instructions contained therein. If your shares are held through a brokerage firm or bank, you must instruct your broker or bank to compete and return a Letter of Transmittal on your behalf. The Letter of Transmittal cannot be used to tender shares held by a brokerage firm or bank nominee directly, even though one may have been delivered for informational purposes.

MAY I TENDER SHARES THAT I OWN THROUGH DAVITA’S RETIREMENT SAVINGS PLAN?

No, you may not tender shares that you own through DaVita’s 401(k) Retirement Savings Plan. The tender offer does not affect your ability to reallocate your current holdings under the plan in accordance with the plan’s terms.

MAY I TENDER SHARES THAT I OWN THROUGH DAVITA’S PROFIT SHARING PLAN?

No, you may not tender shares that you own through DaVita’s Profit Sharing Plan. The tender offer does not affect your ability to reallocate your current holdings under the plan in accordance with the plan’s terms.

WHY IS DAVITA CONDUCTING THE TENDER OFFER?

We believe that the offer is a prudent use of our financial resources given our current and projected leverage ratios relative to our targeted range of total debt to total equity. In addition, our current assessment of industry growth prospects suggests that we will have more cash flow and debt capacity than high-return investment opportunities. Accordingly, we are conducting this offer.

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HOW IS DAVITA GOING TO REPAY THE OBLIGATIONS INCURRED TO FUND THE TENDER OFFER?

We intend to repay amounts borrowed under our new senior credit facility over time with funds generated by our operations or through refinancing the obligations at a later date.

WHAT IS A MODIFIED “DUTCH AUCTION”?

A modified “Dutch Auction” is a process through which we can offer to purchase your DaVita common shares and you can decide whether or not you want to tender, or sell, your shares and, if so, at what prices you would like to tender, or sell, the shares within the price range we have established.

WHAT ARE “ODD LOT HOLDERS”?

“Odd Lot Holders” are stockholders who own an aggregate of less than 100 shares, not including shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan.

The sale of shares held by Odd Lot Holders will avoid any applicable odd lot fees which would otherwise be payable on sales of such odd lots on the securities exchanges.

If more than 24,000,000 shares, or any increased number of shares that we elect to purchase, are properly tendered at prices at or below the purchase price, we will first purchase odd lot shares and then the remaining shares on a pro rata basis.

There will be no proration of shares tendered by any Odd Lot Holder.

AT WHAT PRICE MAY I TENDER MY SHARES?

You may elect to tender your shares at the price determined according to the offer or at a specified price, in increments of $0.25, starting at $20.00 per share up to and including $25.00 per share.

You must indicate your election as to the number of shares you wish to tender and price at which you want to tender those shares on the enclosed Letter of Transmittal.

CAN I TENDER MY SHARES AT DIFFERENT PRICES?

Yes, you can elect to tender some shares at one price and other shares at a second price, but the same shares cannot be tendered at different prices.

If you wish to tender some shares at one price and other shares at a different price, a separate Letter of Transmittal MUST be completed and returned for each price.

WHAT IF MY DESIGNATED PRICE IS ABOVE THE COMPANY’S PURCHASE PRICE?

Shares that are tendered at a designated price that is above the purchase price we determine in the offer will not be purchased and will be returned to you.

WHAT IF MORE THAN 24,000,000 SHARES ARE TENDERED AT OR BELOW THE PURCHASE PRICE?

If more than 24,000,000 shares are properly tendered at or below the purchase price, a pro rata share of each tender will be accepted for purchase subject to priority for odd lots.

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Shares held by “Odd Lot Holders” who tender all of their shares at or below the purchase price and who complete the appropriate section of the Letter of Transmittal will be purchased before proration.

You may tender shares subject to the condition that a specified minimum number of your shares tendered must be purchased if any of your shares tendered are purchased.

HOW DO I TENDER MY SHARES?

If your shares are registered in your own name, you must complete and return the enclosed Letter of Transmittal and follow the instructions contained therein.

If your shares are held through a brokerage firm or bank, you must instruct your broker or bank to complete and return a Letter of Transmittal on your behalf. The Letter of Transmittal cannot be used to tender shares held by a nominee directly, even though one may have been delivered for informational purposes.

WHAT FORM DO I NEED TO SIGN AND PROVIDE IF I CAN’T GET MY LETTER OF TRANSMITTAL AND SHARE CERTIFICATES IN ON TIME?

If you cannot deliver a completed Letter of Transmittal and other required documents before the offer is scheduled to expire, you must have an Eligible Institution (as defined in the instructions included in the Letter of Transmittal) complete and execute the Notice of Guaranteed Delivery instead.

CAN I WITHDRAW MY TENDER?

Tendered shares may be withdrawn at any time until 9:00 a.m., New York City time, on Friday, April 19, 2002, unless we extend the tender offer, or at any time after 9:00 a.m., New York City time, on Friday, May 17, 2002 if we have not by then accepted the tendered shares for payment.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission form must be timely provided to The Bank of New York at its address set forth on the back of the Offer to Purchase.

CAN DAVITA WITHDRAW THE TENDER OFFER?

Under certain circumstances discussed in the Offer to Purchase, we may withdraw the tender offer at any time before it expires.

WHAT IF THE TERMS OF THE TENDER OFFER CHANGE?

If we extend the Expiration Date of the tender offer or materially change the terms of the tender offer, we will give notice of the change and, under some circumstances, must, in connection with that change, extend the expiration date of the offer at least ten business days.

During the extension, you will continue to be able to withdraw the tender of your shares.

ARE THERE ANY BROKERAGE COMMISSIONS?

There will be no brokerage commissions if shares tendered are registered in your name and tendered directly to the Depositary.

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If shares are held through brokers or banks, you should consult your broker or bank to determine whether transaction costs apply to the tender of those shares.

No stock transfer tax will apply if payment is made to the registered holder of the shares.

DO I HAVE TO SELL MY SHARES TO DAVITA?

No. No one is required to tender any shares.

If you do not tender your shares, you will continue to own the same number of shares without any adjustments.

The percentage of the outstanding shares held by non-tendering stockholders will increase since the number of outstanding shares will be reduced upon completion of the tender offer.

IF I HAVE LOST OR MISPLACED MY SHARE CERTIFICATES, HOW DO I PARTICIPATE IN THE TENDER OFFER?

Contact The Bank of New York at (800) 507-9357 immediately for assistance.

WHAT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

Contact Georgeson Shareholder Communications Inc., the Information Agent for the tender offer, at (866) 800-0506 (toll free), or Credit Suisse First Boston, the Dealer Manager for the tender offer, at (800) 881-8320 (toll free), with any questions about the terms and conditions of the tender offer or how to tender your shares.

WHERE DO I OBTAIN ADDITIONAL COPIES OF THE LETTER OF TRANSMITTAL?

Additional copies of the Letter of Transmittal and any of the other tender offer documents can be obtained from the Information Agent or the Dealer Manager.

5

EX-99.(A)(5)(I)

CREDIT SUISSE FIRST BOSTON CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue Telephone 212 325-2000 New York, NY 10010-3629

DaVita Inc.

Offer to Purchase for Cash

Up to 24,000,000 of its Common Shares

at

a Purchase Price Not in Excess

of $25.00 nor less than $20.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M.,

NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

March 21, 2002

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

DaVita Inc., a Delaware corporation, has engaged us to act as the Dealer Manager in connection with its offer to purchase up to 24,000,000 of its common shares, par value $0.001 per share, for a purchase price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares.

DaVita will, upon the terms and subject to the conditions of the offer, determine a single per share price that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders. All shares acquired in the offer will be acquired at the same purchase price. DaVita will select the lowest purchase price that will allow it to buy 24,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn.

DaVita’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 21, 2002 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if the offer is oversubscribed. Shares tendered at prices in excess of the purchase price that is determined by DaVita and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the Expiration Date.

DaVita reserves the right, in its sole discretion, to purchase more than 24,000,000 shares pursuant to the offer.

The offer is subject to several conditions. See Section 7 of the Offer to Purchase.

If at the expiration of the offer more than 24,000,000 shares, or any greater number of shares as DaVita may elect to purchase, are properly tendered at or below the purchase price and not properly withdrawn, DaVita will buy shares validly tendered and not properly withdrawn first from any person (an “Odd Lot Holder”) who owned beneficially or of record an aggregate of fewer than 100 shares not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan, and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on a Notice of Guaranteed Delivery, who properly tendered all those shares at or below the purchase price, and then on a pro rata basis from all other stockholders who properly tender shares at prices at or below the purchase price, subject to the conditional tender provisions.

For your information and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.    The Offer to Purchase dated March 21, 2002;

2.    The Letter of Transmittal for your use and for the information of your clients, together with the accompanying Substitute Form W-9. Facsimile copies of the Letter of Transmittal, with manual signatures, may be used to tender shares;

3.    A letter to the stockholders of DaVita dated March 21, 2002 from Kent J. Thiry, Chairman and Chief Executive Officer of DaVita;

4.    The Notice of Guaranteed Delivery to be used to accept the offer and tender shares pursuant to the offer if the procedures for tendering shares described in the Offer to Purchase cannot be completed on a timely basis;

5.    A printed form of letter which you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with an instruction form provided for obtaining the clients’ instructions with regard to the offer;

6.    Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to United States federal income tax backup withholding; and

7.    A return envelope addressed to The Bank of New York, as Depositary for the offer.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the offer, proration period and withdrawal rights will expire at 9:00 a.m., New York City time, on Friday, April 19, 2002, unless the offer is extended.

In order to tender shares in the offer, a duly executed and properly completed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message, as defined in the Offer to Purchase, in the case of a book-entry transfer, and any other required documents should be sent to the Depositary together with either certificate(s) representing tendered shares or timely confirmation of their book-entry transfer, all in accordance with the instructions described in the Offer to Purchase and the related Letter of Transmittal.

Holders of shares whose certificate(s) for the shares are not immediately available or who cannot deliver the certificate(s) and all other required documents to the Depositary, or complete the procedures for book-entry transfer, before the Expiration Date must tender their shares according to the procedure for guaranteed delivery described in Section 3 of the Offer to Purchase.

Neither DaVita nor any officer, director, stockholder, agent or other representative of DaVita will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the offer, other than fees paid to Credit Suisse First Boston, as Dealer Manager, as described in the Offer to Purchase. DaVita will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a nominee or in a fiduciary capacity. DaVita will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares, except as otherwise provided in the Letter of Transmittal.

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Requests for additional copies of the enclosed materials and any inquiries you may have with respect to the offer should be directed to the Information Agent or to the Dealer Manager at their addresses and telephone numbers set forth on the back cover of the enclosed Offer to Purchase.

Ve ry truly yours,

CR EDIT SUISSE FIRST BOSTON CORPORATION

Nothing contained in this document or in the enclosed documents will make you or any other person an agent of DaVita, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of the foregoing, or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the offer other than the documents enclosed and the statements contained in those documents.

3

EX-99.(A)(5)(II)

DaVita Inc.

Offer to Purchase for Cash

Up to 24,000,000 of its Common Shares

at

a Purchase Price Not in Excess

of $25.00 nor less than $20.00 per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M.,

NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

March 21, 2002

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated March 21, 2002 and the related Letter of Transmittal in connection with the offer by DaVita Inc., a Delaware corporation, to purchase up to 24,000,000 of its common shares, par value $0.001 per share, for a purchase price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares.

DaVita will determine a single per share price that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering stockholders. All shares acquired in the offer will be acquired at the same purchase price. DaVita will select the lowest purchase price that will allow it to buy 24,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn.

DaVita’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if the offer is oversubscribed. Shares tendered at prices in excess of the purchase price that is determined by DaVita and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the expiration date of the offer.

DaVita reserves the right, in its sole discretion, to purchase more than 24,000,000 shares pursuant to the offer.

If at the expiration of the offer more than 24,000,000 shares, or any greater number of shares as DaVita may elect to purchase, are properly tendered at or below the purchase price and not properly withdrawn before the Expiration Date, DaVita will purchase shares first from any person (an “Odd Lot Holder”) who owned beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on a notice of guaranteed delivery, and properly tendered all those shares at or below the purchase price and then, subject to the conditional tender provisions, on a pro rata basis from all other stockholders who properly tender shares at prices at or below the purchase price.

A tender of your shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender your shares held by us for your account.

Accordingly, we request instructions as to whether you wish to tender any or all of the shares held by us for your account, upon the terms and subject to the conditions of the offer.

Please note the following:

1.    Shares may be tendered at prices not in excess of $25.00 nor less than $20.00 per share, as indicated in the attached Instruction Form, net to the seller in cash, without interest.

2.    The priority in which certificates will be purchased in the event of proration may be designated.

3.    The offer is subject to several conditions described in the Offer to Purchase.

4.    The offer, proration period and withdrawal rights will expire at 9:00 a.m., New York City time, on Friday, April 19, 2002, unless the offer is extended.

5.    The offer is for 24,000,000 shares, constituting approximately 29% of the shares outstanding as of March 15, 2002.

6.    DaVita’s Board of Directors has authorized the making of the offer. However, neither DaVita nor its Board of Directors makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares. You must make the decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them.

7.    DaVita will, upon the terms and subject to the conditions of the offer, accept all your shares for purchase if:

(i) you owned beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan);

(ii) you instruct us to tender on your behalf all your shares at or below the purchase price before the Expiration Date; and

(iii) you complete the section entitled “Odd Lots” in the attached Instruction Form.

8.    If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

If you wish to have us tender any or all of your shares, please instruct us by completing, executing, detaching and returning the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your shares, all your shares will be tendered unless otherwise indicated on the attached Instruction Form.

Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration of the offer.

2

As described in the Offer to Purchase, if more than 24,000,000 shares, or any greater number of shares as DaVita may elect to purchase, have been properly tendered at or below the purchase price and not properly withdrawn before the Expiration Date, DaVita will purchase tendered shares on the basis described below:

1.    First, all shares tendered and not withdrawn before the Expiration Date by any Odd Lot Holder who:

(a) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price (tenders of less than all shares owned by the Odd Lot Holder will not qualify for this preference); and

(b) completes (or, in your case, instructs us to complete) the section captioned “Odd Lots” on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and

2.    Second, after purchase of all of the foregoing shares, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, all other shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional shares) as described in the Offer to Purchase.

The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of common shares of DaVita. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of common shares of DaVita residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction.

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SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5 to the Letter of Transmittal)

¨    I want to maximize the chance of having DaVita purchase all of the shares that I am tendering (subject to the possibility of proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE BOXES ABOVE, I hereby tender shares and am willing to accept the purchase price determined by DaVita in accordance with the terms of the offer. This action could result in receiving a price per share as low as $20.00.

Name (s) of Beneficial Holder (s)

PLEASE PRINT

Address(es)

CITY, STATE, ZIP CODE

Daytime Area Code and Tel. No.:

Taxpayer Identification or Social Security Number:

Signature (s):

The method of delivery of this document is at the option and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure delivery.

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Instruction Form

for Tender of Shares of DaVita Inc.

I acknowledge receipt of your letter and the enclosed Offer to Purchase dated March 21, 2002 and the related Letter of Transmittal in connection with the offer by DaVita Inc., a Delaware corporation, to purchase up to 24,000,000 of its common shares, par value $0.001 per share, for a purchase price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. DaVita’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

This will instruct you to tender to DaVita, on my behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by me and registered in your name, upon the terms and subject to the conditions of offer.

SHARES TENDERED

¨ By checking this box, I hereby instruct you to tender the following number of shares:              shares.*

*Unless otherwise indicated, it will be assumed that all my shares are to be tendered.

ODD LOTS

¨ By checking this box, I represent that I own, beneficially or of record, an aggregate of fewer than 100 shares (not including any shares held in DaVita’s 401(k) Retirement Savings Plan or Profit Sharing Plan), all of which are being tendered.

In addition, I am tendering shares either (check one box):

¨ at the purchase price determined by DaVita in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); or

¨ at the price per share indicated below under Shares Tendered at Price Determined by Stockholder.

CONDITIONAL TENDER

I understand that I may condition my tender of shares upon DaVita purchasing a specified minimum number of the shares tendered, all as described in the Offer to Purchase, particularly in Section 6. Unless at least the minimum number of shares indicated below is purchased by DaVita pursuant to the terms of the offer, none of the shares tendered by me will be purchased. I understand that it is my responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and I have consulted my own tax advisor to the extent that I feel necessary. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional.

¨ Minimum number of shares that must be purchased, if any are purchased:              shares.

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SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 to the Letter of Transmittal)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER,” I hereby tender shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by DaVita for the shares is less than the price checked below. I understand that to tender shares at more than one price, I must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨    $20.00	¨    $21.00	¨    $22.00	¨    $23.00	¨    $24.00	¨    $25.00
¨    $20.25	¨    $21.25	¨    $22.25	¨    $23.25	¨    $24.25
¨    $20.50	¨    $21.50	¨    $22.50	¨    $23.50	¨    $24.50
¨    $20.75	¨    $21.75	¨    $22.75	¨    $23.75	¨    $24.75

CHECK ONLY ONE BOX ABOVE.  IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

6

EX-99.(A)(5)(III)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor—Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payor.

For this type of account:	Give the SOCIAL SECURITY number of—
1.  An individual’s account	The individual
2.  Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.  Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b. So-called trust account that is not a legal or valid trust under State Law	The actual owner(1)
5.  Sole proprietorship account	The owner(3)

For this type of account:	Give the EMPLOYER IDENTIFICATION number of—
6.  A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
7.  Corporate account	The corporation
8.  Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.  Partnership account	The partnership
10.  A broker or registered nominee	The broker or nominee
11.  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Show the name of the owner.

(4) List first and circle the name of the valid trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)

NAME

If you are an individual, generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name and both the last name shown on your social security card and your new last name.

OBTAINING A NUMBER

If you don’t have a taxpayer identification number (“TIN”), apply for one immediately. To apply, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”).

PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except the payee listed in (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting.

  1. A corporation.

  2. An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7).

  3. The United States or any agencies or instrumentalities.

  4. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

  5. A foreign government or any of its political subdivisions, agencies or instrumentalities.

  6. An international organization or any of its agencies or instrumentalities.

  7. A foreign central bank of issue.

  8. A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.

  9. A futures commission merchant registered with the Commodity Futures Trading Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

12. A common trust fund operated by a bank under section 584(a).

13. A financial institution.

14. A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

15. An trust exempt from tax under Section 664 or described in section 4947.

Payments of dividends generally not subject to backup withholding also include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

• Payments made by certain foreign organizations.

2

Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. NOTE: YOU MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS $600 OR MORE AND IS PAID IN THE COURSE OF THE PAYOR’S TRADE OR BUSINESS AND YOU HAVE NOT PROVIDED YOUR CORRECT TIN TO THE PAYOR.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid by you.

Exempt payees described above should file substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYOR A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE.—Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are qualified to file a tax return. Payors must generally withhold a portion of taxable interest, dividends, and certain other payments to a payee who does not furnish a TIN to a payor. Certain penalties may also apply.

PENALTIES

(1)    FAILURE TO FURNISH TIN.—If you fail to furnish your correct TIN to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)    CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Wilfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION

CONTACT YOUR TAX CONSULTANT OR THE IRS

3

EX-99.(A)(5)(V)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The offer is made solely by the Offer to Purchase dated March 21, 2002 and the related Letter of Transmittal, and any amendments or supplements to the Offer to Purchase or Letter of Transmittal, which are being mailed to all holders of shares. Capitalized terms not defined in this announcement have the meanings ascribed to such terms in the Offer to Purchase. We are not aware of any jurisdiction where the making of the offer or its acceptance would not be in compliance with the laws of such jurisdiction. If we become aware of any jurisdiction where the making of the offer or the acceptance of shares in the offer is not in compliance with the laws of such jurisdiction, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer will be deemed to be made on our behalf by Credit Suisse First Boston Corporation (“Credit Suisse First Boston”), the Dealer Manager of this offer, or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Notice of Offer to Purchase for Cash

by

DaVita Inc.

Up To 24,000,000 Shares Of Its Common Stock

At A Purchase Price Not In Excess Of

$25.00 Nor Less Than $20.00 Per Share

DaVita Inc., a Delaware corporation, invites its stockholders to tender DaVita common stock, par value $0.001 per share, for purchase by DaVita. We are offering to purchase up to 24,000,000 shares at a price not in excess of $25.00 nor less than $20.00 per share, net to the seller in cash, without interest thereon, as specified by stockholders tendering their shares. Our offer is being made upon the terms and subject to the conditions described in the Offer to Purchase dated March 21, 2002 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 19, 2002, UNLESS THE OFFER IS EXTENDED.

The offer is not conditioned on any minimum number of shares being tendered. However, the offer is subject to certain other conditions described in the Offer to Purchase, including DaVita having obtained sufficient financing for the offer and the consummation of our concurrent tender offer for our 9 ¹/4% senior subordinated notes due 2011.

We believe that the offer is a prudent use of our financial resources given our current and projected leverage ratios relative to our targeted range of total debt to total equity. In addition, our current assessment of industry growth prospects suggests that we will have more cash flow and debt capacity than high-return investment opportunities. Accordingly, we are conducting this offer.

Our Board of Directors has approved the offer. However, neither we nor our Board of Directors makes any recommendation to stockholders as to whether to tender or refrain from tendering shares or as to the purchase price at which stockholders may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they will tender them. In doing so, stockholders should consider our reasons for making the Offer. We have been advised that our directors and executive officers currently do not intend to tender any shares pursuant to the offer.

We will determine a single per share price that we will pay for all shares that we purchase in the offer, taking into account the number of shares tendered and the prices specified by tendering stockholders. We will select the lowest purchase price that will allow us to purchase 24,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered. Only shares properly tendered at prices at or below that purchase price and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or

below the purchase price will not be purchased if the offer is oversubscribed. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment.

The term “Expiration Date” means 9:00 a.m., New York City time, on Friday, April 19, 2002. We may, in our sole discretion, extend the period of time during which the offer will remain open. In the event of an extension, the term “Expiration Date” will mean the latest time and date at which the offer, as extended by us, will expire. We reserve the right, in our sole discretion, to purchase more than 24,000,000 shares pursuant to the offer. For purposes of the offer, we will be deemed to have accepted for payment, and therefore purchased, subject to the “odd lot” priority, proration and conditional tender provisions of the offer, shares properly tendered at or below the selected purchase price and not properly withdrawn only when, as and if we give oral or written notice to The Bank of New York, the Depositary for the offer, of its acceptance of shares for payment pursuant to the offer. Payment for shares tendered and accepted for payment pursuant to the offer will be made only after timely receipt by the Depositary of certificates for the shares, or a timely confirmation of a book-entry transfer of the shares into the Depositary's account at The Depository Trust Company, a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any other required documents. Upon the terms and subject to the conditions of the offer, if at the expiration of the offer more than 24,000,000 shares, or a greater number of shares as we may elect to purchase, have been validly tendered at prices at or below the purchase price and not properly withdrawn, we will purchase shares validly tendered and not properly withdrawn on the following basis: (a) First, we will purchase all shares tendered and not properly withdrawn prior to the Expiration Date by any Odd Lot Holder who: (1) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and (b) Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, we will purchase all other shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares as described in the Offer to Purchase.

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events described in Section 7 of the Offer to Purchase have occurred or are deemed by us to have occurred, to extend the period of time during which the offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. During any extension, all shares previously tendered and not properly withdrawn will remain subject to the offer and to the rights of a tendering stockholder to withdraw the stockholder’s shares. We also expressly reserve the right, in our sole discretion, to terminate the offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 of the Offer to Purchase by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement.

Tenders of shares may be withdrawn at any time before the Expiration Date and, unless previously accepted for payment by us pursuant to the offer, may also be withdrawn at any time after 9:00 a.m., New York City time, on Friday, May 17, 2002. For the withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary at one of its addresses described on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the tendering stockholder, the number of shares to be withdrawn and the name of the registered holder of the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the serial numbers shown on the certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless the shares have been tendered for the account of an Eligible Institution. If shares have been tendered pursuant to the procedure for book-entry transfer described in the Offer to Purchase, any notice of withdrawal also must specify the name and the number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with The Depository Trust Company’s procedures. All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we, nor the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notice of any defects

or irregularities in any tender or notice of withdrawal, nor will any of us incur liability for failure to give any notice.

The receipt of cash in exchange for shares pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes. Each holder will be treated as either (1) disposing of his or her shares in a taxable sale or (2) receiving a dividend distribution. A holder whose receipt of cash is not essentially equivalent to a dividend will be treated as disposing of his or her shares in a taxable sale. Each stockholder is urged to consult a tax advisor as to the particular consequences relating to the offer. For a more complete description of certain U.S. federal income tax consequences of the offer see “Material United States Federal Income Tax Consequences” in the Offer to Purchase.

The information required to be disclosed by Rule 13e-4(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of shares whose names appear on our stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares.

The Offer to Purchase and the related Letter of Transmittal contain important information. Stockholders should read them carefully before deciding whether to accept or reject the offer and, if accepted, at which price or prices to tender their shares.

Questions and requests for assistance may be directed to, and stockholders may request additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery from, the Information Agent or the Dealer Manager at their addresses and telephone numbers below.

The Information Agent for the Offer is:

17 State Street, 10th Floor New York, NY 10004

Banks and Brokers call collect: (212) 440-9800

All Others Call Toll Free: (866) 800-0506

The Dealer Manager for the Offer is:

Eleven Madison Avenue

New York, NY 10010-3629

Call Toll Free: (800) 881-8320

March 21, 2002

EX-99.(A)(5)(VI)

Thursday March 21, 12:01 am Eastern Time

Press Release

SOURCE: DaVita Inc.

DaVita Inc. Commences Tender Offers to

Buy up to 24,000,000 Shares of Its Common

Stock and Its 9.25% Senior Subordinated

Notes due 2011

TORRANCE, Calif., March 21 /PRNewswire-FirstCall/ -- DaVita Inc. (NYSE: DVA - news) today commenced its previously announced tender offers for up to 24,000,000 shares of its common stock and any or all of its outstanding 91/4% Senior Subordinated Notes due 2011. DaVita expects to enter into a new senior credit facility to finance these repurchases.

Kent Thiry, Chairman and Chief Executive Officer, stated: “We are pleased to launch this recapitalization. Our current assessment of industry growth prospects suggests that we will have more cash flow and debt capacity than high-return investment opportunities. We believe that returning capital is in the long-term interest of our stockholders and is consistent with the financial strategy that we have articulated for the past nine quarters. The tender offers represent the most practical and efficient means by which to execute this strategy. In particular, we like the fact that each stockholder may decide whether, and to what extent, he or she participate in this opportunity.”

Rich Whitney, Chief Financial Officer, added: “In response to recent inquiries, we would like to stress that this transaction is not meant to signal that we believe our stock is undervalued. While it does reflect our confidence in the long-term strength of our cash flow, it does not reflect any particular point of view regarding our stock price. Our assessment of conditions in the debt market led to our conclusion that now is a reasonable time to undertake this transaction.”

The stock tender offer will be made through a “Modified Dutch Auction” process that will consist of DaVita's offer to purchase up to 24,000,000 shares of its common stock at a purchase price between $20.00 and $25.00 per share net to the seller in cash, without interest. The closing sales price of DaVita’s common stock on March 14, 2002, the day prior to DaVita's announcement of its intent to commence the tender offers, was $22.92 per share. Based on the number of shares tendered and the prices specified by the tendering stockholders, DaVita will determine the lowest single price per share within the price range that would allow it to buy 24,000,000 shares, or, if fewer shares are tendered, all shares tendered and not properly withdrawn. All shares purchased will be purchased at the same price. Only shares tendered at or below this price will be eligible for purchase by DaVita. If the number of shares tendered is greater than the number sought, purchases will be made on a pro rata basis from stockholders tendering at or below the purchase price.

The Modified Dutch Auction tender offer will be contingent upon the funding of a new senior credit facility and the consummation of the tender offer for the notes. This offer is scheduled to expire at 9:00 a.m., New York City time, on April 19, 2002, unless extended by DaVita.

The tender offer for the notes consists of the purchase of the outstanding notes at a price to be determined three business days prior to the expiration date of the tender offer by reference to a fixed spread of 87.5 basis points over the yield to maturity of the 4.625% U.S. Treasury Notes due May 15, 2006, plus accrued and unpaid interest up to, but not including, the date of payment for the notes. Included in this purchase price is any consent payment to be made. The notes tender offer also is scheduled to expire at 9:00 a.m., New York City time, on April 19, 2002, unless extended by DaVita, and also is conditioned upon the funding of a new senior credit facility.

In connection with the tender offer, DaVita is seeking consents from the holders of the notes to amend the indenture governing the notes by eliminating certain restrictive provisions. The consent payment will be equal to $20 per $1,000 principal amount of the notes. Subject to certain conditions, each holder of the notes who consents to the proposed amendments by validly tendering such holder's notes on or prior to April 4, 2002 at 5:00 p.m., New York City time, unless extended, will receive the consent payment. Tendered notes may not be withdrawn and consents may not be revoked after such date except in certain limited circumstances.

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 IS SENDING OUT. SECURITY HOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS TO THE OFFERS. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE MODIFIED DUTCH AUCTION TENDER OFFER FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV AND STOCKHOLDERS AND NOTEHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE MODIFIED DUTCH AUCTION TENDER OFFER AND THE NOTES TENDER OFFER FROM OUR INFORMATION AGENT, GEORGESON SHAREHOLDER, BY CALLING 866-800-0506 AND 866-800-0507, RESPECTIVELY. SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISION WITH RESPECT TO THESE OFFERS.

The board of directors of DaVita has approved each of the tender offers and the consent solicitation. However, neither DaVita nor its board of directors makes any recommendation to security holders as to whether to tender or refrain from tendering their shares or notes or as to the purchase price or prices at which stockholders may choose to tender their shares. Security holders must make their own decision as to whether to tender their notes or shares and, if so, how many notes or shares to tender and, with respect to shares of common stock, the price or prices at which such shares should be tendered. DaVita's directors and executive officers have advised that they currently do not intend to tender shares in the Modified Dutch Auction.

Credit Suisse First Boston Corporation and Banc of America Securities LLC will serve as the dealer managers for the notes tender offer, and Credit Suisse First Boston Corporation will serve as the dealer manager for the stock tender offer. Georgeson Shareholder will serve as the information agent and The Bank of New York will serve as the Depositary for both tender offers.

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 outpatient 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. Factors which could impact future results include the uncertainties associated with governmental regulation, general economic and other market conditions, and the risk factors set forth in DaVita’s SEC filings, including its Form 10-K for the year ended December 31, 2001. The forward-looking statements should be considered in light of these risks and uncertainties. These risks include those relating to possible reductions in private and government reimbursement rates, the concentration of profits generated from PPO and private indemnity patients and from ancillary services including the administration of pharmaceuticals, the ongoing payment suspension and review of DaVita’s Florida laboratory subsidiary by its Medicare carrier and the Department of Justice, the ongoing review by the Civil Division of the US Attorney’s Office for the EasternDistrict of Pennsylvania and DaVita’s ability to maintain contracts with physician medical directors.