Prepared by R.R. Donnelley Financial -- SC TO-I Amendment No. 4
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
AMENDMENT NO. 4
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DAVITA INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON SHARES, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
23918K_10_8
(CUSIP Number of Class of Securities)
STEVEN J. UDICIOUS
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
DAVITA INC.
21250 HAWTHORNE BLVD., SUITE 800
TORRANCE, CALIFORNIA 90503-5517
(310) 792-2600
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Person)
April 19, 2002
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* |
|
AMOUNT OF FILING FEE* |
| $520,000,000 |
|
$104,000 |
* |
|
For purposes of calculating the amount of filing fee only, this amount is based on the purchase of 20,000,000 common shares at the maximum tender offer price of $26.00 per
share. A filing fee in the amount of $120,000 was previously paid with Amendment No. 1 to Tender Offer Statement on Schedule TO on March 21, 2002. |
x |
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $120,000 |
|
Filing Party: DaVita Inc. |
| Form or Registration No.: SC TO-I/A |
|
Date Filed: March 21, 2002 |
¨ |
|
Check box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
|
|
Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ¨ third-party tender offer subject to Rule 14d-1. |
|
x issuer tender offer subject to Rule 13e-4. |
| ¨ going-private transaction subject to Rule 13e-3. |
|
¨ amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results
of the tender offer: ¨
This Amendment No. 4 to Tender Offer Statement on Schedule TO amends and supplements the
statement originally filed on March 15, 2002, as amended on March 21, 2002, April 2, 2002 and April 8, 2002 by DaVita Inc., a Delaware corporation, in connection with its offer to purchase up to 20,000,000 shares of its common stock, par value
$0.001 per share, at a price not in excess of $26.00 nor less than $22.00 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 Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
Item 12. EXHIBIT.
Item 12 is hereby amended and supplemented by adding the following exhibit:
| (a)(5)(ix) |
|
Press Release, dated April 19, 2002 |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DAVITA INC. |
| |
| By: |
|
/s/ STEVEN J. UDICIOUS
|
| |
|
Steven J. Udicious |
| |
|
Vice President, Secretary and General Counsel |
Dated: April 19, 2002
EXHIBIT INDEX
The Exhibit Index is hereby amended and supplemented by adding the following exhibit:
| EXHIBIT NUMBER
|
|
DESCRIPTION
|
| (a)(5)(ix) |
|
Press Release, dated April 19, 2002 |