-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqRX8ZmAMQnk+7ACxE76Iu+S2xR73aQM+iR9sgRU8RcXhCfLHXzArUvq0/z2a6P/ uxYn2uJyMQFQBKU3p6b0Cg== 0001019056-05-001326.txt : 20051222 0001019056-05-001326.hdr.sgml : 20051222 20051222102905 ACCESSION NUMBER: 0001019056-05-001326 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051221 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRESENIUS MEDICAL CARE CORP CENTRAL INDEX KEY: 0001019600 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14444 FILM NUMBER: 051280527 BUSINESS ADDRESS: STREET 1: ELSE-KRONER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: D-61352 BUSINESS PHONE: 0114961726092525 MAIL ADDRESS: STREET 1: ELSE-KRONER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: D-61352 6-K 1 fresen_6k.txt FORM 6-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2005 FRESENIUS MEDICAL CARE CORPORATION (Translation of registrant's name into English) Else-Kroner Strasse 1 61346 Bad Homburg Germany (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 ================================================================================ EXHIBITS Exhibit 99.1 Press release dated December 13, 2005 Exhibit 99.2 Press release dated December 14, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: December 21, 2005 FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT By: /s/ BEN LIPPS ------------------------------------- Name: Dr. Ben Lipps Title: Chief Executive Officer and Chairman of the Management Board By: /s/ LAWRENCE A. ROSEN ------------------------------------- Name: Lawrence A. Rosen Title: Chief Financial Officer EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] Fresenius Medical Care PRESS RELEASE
Contact: Contact: Oliver Maier Heinz Schmidt Sr. V.P. Investor Relations & Communications Vice President Investor Relations Phone: + 49 6172 609 2601 Phone: 1- 781 402 4518 Fax: + 49 6172 609 2301 Fax: 1- 781 402 9741 E-mail: ir-fms@fmc-ag.com E-mail: ir-fmcna@fmc-ag.com ----------------- ------------------- Internet: http://www.fmc-ag.com ---------------------
FRESENIUS MEDICAL CARE NORTH AMERICA ANNOUNCES RECEIPT OF THE REQUISITE CONSENTS FOR THE TENDER OFFER AND CONSENT SOLICITATION FOR THE 9% SENIOR SUBORDINATED NOTES OF RENAL CARE GROUP, INC. Fresenius Medical Care North America Announces Receipt of the Requisite Consents for the Tender Offer and Consent Solicitation for the 9% Senior Subordinated Notes of Renal Care Group, Inc. Lexington, Massachusetts - Fresenius Medical Care North America announced today that as of 5:00 p.m., New York City time, on December 13, 2005 (the "Consent Date"), Florence Acquisition, Inc. ("Florence"), an indirect subsidiary of Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p) ("FMC-AG"), had received valid tenders and consents from holders of $159,485,000 in aggregate principal amount of outstanding 9% Senior Subordinated Notes due 2011 (the "Notes") of Renal Care Group, Inc. ("RCG"), representing approximately 99.9% of the outstanding Notes, in connection with Florence's previously announced cash tender offer and consent solicitation for the Notes, in satisfaction of the "Requisite Consents," as defined in Florence's Offer to Purchase and Consent Solicitation Statement dated November 30, 2005 (the "Offer to Purchase"). The tender offer has been made in connection with the pending acquisition of Renal Care Group, Inc. and its subsidiaries by FMC-AG (the "Merger") and is conditioned upon, among other things, satisfaction of the closing conditions to the Merger. However, consummation of the tender offer is not a condition to the closing of the Merger. RCG intends to execute a supplemental indenture implementing amendments to the indenture governing the Notes that will eliminate substantially all of the restrictive covenants and certain other provisions of the indenture. The amendments in the supplemental indenture will become effective upon Florence's acceptance of the Notes validly tendered for payment. The tender offer and consent solicitation is currently scheduled to expire at 5:00 p.m., New York City time, on December 29, 2005 (the "Expiration Date"), unless extended or earlier terminated. Holders who validly tendered their Notes and did not withdraw their consents prior to the Consent Date are eligible to receive a consent payment of $30.00 per $1,000 principal amount of Notes (the "Consent Payment") in addition to the tender consideration. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Date. Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, will be eligible to receive the tender consideration but not the Consent Payment. In addition, holders who tender and do not withdraw their Notes in the tender offer will receive accrued and unpaid interest from the last interest date up to, but not including, the date payment is made for the Notes. The detailed methodology for calculating the tender consideration for Notes and the other terms and conditions of the tender offer are set forth in the Offer to Purchase. Any Notes not tendered and purchased pursuant to the tender offer could remain outstanding and the holders thereof would be subject to the terms of the supplemental indenture even though they did not consent to the amendments. Credit Suisse First Boston LLC is acting as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation and can be contacted at (212) 538-0652 (collect) or (800) 820-1653 (toll free). Morrow & Co., Inc. is the Information Agent and can be contacted at (203) 658-9400 (collect) or (800) Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 1 of 2 607-0088 (toll free). Questions about the tender offer and consent solicitation may be directed to the Dealer Manager, and requests for copies of the related documents may be directed to the Information Agent. This release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent of any Notes. The tender offer and the consent solicitation are being made solely by the Offer to Purchase. *** Fresenius Medical Care AG is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,670 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care AG provides dialysis treatment to approximately 130,400 patients around the globe. Fresenius Medical Care AG is also the world's leading provider of dialysis products, such as hemodialysis machines, dialyzers and related disposable products. This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statement due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forwarding-looking statements in this release. - END - Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 2 of 2 EX-99.2 3 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 [GRAPHIC OMITTED] Fresenius Medical Care PRESS RELEASE
Contact: Contact: Oliver Maier Heinz Schmidt Sr. V.P. Investor Relations & Communications Vice President Investor Relations Phone: + 49 6172 609 2601 Phone: 1- 781 402 4518 Fax: + 49 6172 609 2301 Fax: 1- 781 402 9741 E-mail: ir-fms@fmc-ag.com E-mail: ir-fmcna@fmc-ag.com ----------------- ------------------- Internet: http://www.fmc-ag.com ---------------------
FRESENIUS MEDICAL CARE NORTH AMERICA ANNOUNCES THE PRICING FOR THE TENDER OFFER AND CONSENT SOLICITATION FOR THE 9% SENIOR SUBORDINATED NOTES OF RENAL CARE GROUP, INC. Fresenius Medical Care North America Announces the Pricing for the Tender Offer and Consent Solicitation for the 9% Senior Subordinated Notes of Renal Care Group, Inc. Lexington, Massachusetts - Fresenius Medical Care North America announced today that Florence Acquisition, Inc. ("Florence"), an indirect subsidiary of Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p) ("FMC-AG"), has determined the pricing of its previously announced offer to purchase and consent solicitation for any and all of the outstanding $159,685,000 principal amount of 9% Senior Subordinated Notes (the "Notes") of Renal Care Group, Inc. The tender offer has been made in connection with the pending acquisition of Renal Care Group, Inc. and its subsidiaries by FMC-AG (the "Merger") and conditioned upon, among other things, satisfaction of the closing conditions to the Merger. However, consummation of the tender offer is not a condition to the closing of the Merger. As previously announced, the total consideration to be paid for validly tendered and accepted Notes will be the present value of future cash flows up to and including November 1, 2007, based on the assumption that the Notes will be redeemed at a price of $1,045 per $1,000 principal amount of Notes on such date, discounted at a rate equal to 50 basis points over the yield to maturity on the 4.25% U.S. Treasury Note due October 31, 2007 (the "Reference Security"). The yield to maturity on the Reference Security as of 10:00 a.m., New York City time, December 14, 2005, was 4.403%. Based on an assumed payment date of December 30, 2005, the total consideration to be paid for each $1,000 principal amount of tendered and accepted Notes would be $1,112.16, of which $30.00 is a consent payment payable only to holders who had validly tendered and not withdrawn their Notes and delivered consents by 5:00 p.m., New York City Time, on December 13, 2005. In addition, Holders who validly tender and do not withdraw their Notes in the tender offer will receive accrued and unpaid interest from the last interest date up to, but not including, the date payment is made for the Notes. The tender offer will expire at 5:00 p.m., New York City Time, on December 29, 2005, unless extended or earlier terminated. If the expiration date is extended for more than 10 business days following the previously scheduled expiration date, new pricing terms for the Reference Security will be determined. Information regarding the pricing, tender and delivery procedures and conditions to the tender offer and consent solicitation relating to the Notes are contained in the Offer to Purchase and Consent Solicitation Statement, dated November 30, 2005. Credit Suisse First Boston LLC is acting as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation and can be contacted at (212) 538-0652 (collect) or (800) 820-1653 (toll free). Morrow & Co., Inc. is the Information Agent and can be contacted at (203) 658-9400 (collect) or (800) 607-0088 (toll free). Questions about the tender offer and consent solicitation may be directed to the Dealer Manager, and requests for copies of the related documents may be directed to the Information Agent. Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 1 of 2 This release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent of any Notes. The tender offer and the consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement, dated November 30, 2005. *** Fresenius Medical Care AG is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,670 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care AG provides dialysis treatment to approximately 130,400 patients around the globe. Fresenius Medical Care AG is also the world's leading provider of dialysis products, such as hemodialysis machines, dialyzers and related disposable products. This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statement due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forwarding-looking statements in this release. - END - Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----