- Written communication relating to an issuer or third party (SC TO-C)
14 Abril 2010 - 6:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DIALYSIS CORPORATION OF AMERICA
(Name of Subject Company
(Issuer))
URCHIN MERGER SUB, INC.
a wholly owned subsidiary of
U.S. RENAL CARE, INC.
(Name of Filing Persons
(Offerors))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
252529102
(CUSIP Number of Class of Securities)
Thomas L. Weinberg, Esq.
Senior Vice President and General Counsel
U.S. Renal Care, Inc.
2400 Dallas Parkway, Suite 350
Plano, Texas 75093
(214) 736-2700
(Name, address, and telephone number of person authorized to
receive notices and communications on behalf of Filing Persons)
Copy to:
James R. Griffin, Esq.
Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201-2784
(214) 855-8000
CALCULATION OF FILING FEE
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Transaction Valuation *
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Amount of Filing Fee *
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Not Applicable *
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Not Applicable *
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*
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Under General Instruction D to Schedule TO, a filing fee is not required in connection with
this filing as it contains only preliminary communications made before the commencement of a
tender offer.
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o
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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.
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Amount Previously Paid:
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Not applicable
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Form or Registration Number:
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Not applicable
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Filing party:
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Not applicable
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Date filed:
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Not applicable
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þ
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Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
þ
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Third-Party Tender Offer Subject to Rule 14d-1
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o
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Issuer Tender Offer Subject to Rule 13e-4
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o
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Going Private Transaction Subject to Rule 13e-3
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o
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Amendment to Schedule 13D Under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
This filing relates solely to preliminary communications made before the commencement of a
planned tender offer by Urchin Merger Sub, Inc., a Florida
corporation (
Purchaser
), and a
wholly owned subsidiary of U.S. Renal Care, Inc., a Delaware corporation, (
Parent
), for
all of the outstanding common stock of Dialysis Corporation of America, a Florida corporation (the
Company
), to be commenced pursuant to the terms and conditions of the Agreement and Plan
of Merger, dated April 13, 2010, among Parent, Purchaser and the Company (the
Offer
).
The Press Release filed herewith as Exhibit 99.1 is neither an offer to purchase nor a solicitation
of an offer to sell securities. The tender offer for the outstanding shares of the Companys
common stock, described in this filing has not commenced. At the time the Offer is commenced,
Parent and Purchaser will file a tender offer statement on Schedule TO with the Securities and
Exchange Commission (the
SEC
) and the Company will file a solicitation/recommendation
statement on Schedule 14D-9, with respect to the Offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that should be read
carefully before any decision is made with respect to the Offer. Those materials will be made
available to the Companys shareholders at no expense to them. In addition, all of those materials
(and all other documents related to the Offer filed with the SEC) will be available at no charge on
the SEC website at
www.sec.gov
.
Item 12. Exhibits
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Exhibit
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Number
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Description
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99.1
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Press Release dated April 14, 2010
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