-----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, JfK+4uNThog9vnuMZvvLolpxFY6sGzhYVRIlJ4dMknVHLRTB+DHzzIxbMdF/Tbiz CrVxX8W69T87RxkDue0ZZg== 0001019056-06-000078.txt : 20060201 0001019056-06-000078.hdr.sgml : 20060201 20060201130322 ACCESSION NUMBER: 0001019056-06-000078 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060201 FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 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: 06568755 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 February 2006 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 Attached hereto as Exhibit 99.1 is a press release issued on January 30, 2006 announcing the extension of the Tender Offer and Consent Solicitation for the 9% Senior Subordinated Notes of Renal Care Group, Inc. EXHIBITS Exhibit 99.1 Press release dated January 30, 2006 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: February 1, 2006 Fresenius Medical Care Aktiengesellschaft By: /s/ DR. 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 Further Extension of Expiration Date for Tender Offer and Consent Solicitation for the 9% Senior Subordinated Notes of Renal Care Group, Inc. Lexington, Massachusetts - January 30, 2006 - Fresenius Medical Care North America today announced that, in connection with the previously announced tender offer and consent solicitation by Florence Acquisition, Inc. ("Florence"), an indirect subsidiary of Fresenius Medical Care AG ("FMC-AG") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), for any and all of the $159,685,000 in outstanding principal amount of 9% Senior Subordinated Notes Due 2011 (the "Notes") of Renal Care Group, Inc., Florence is further extending the tender offer expiration date to 5:00 p.m., New York City time, on February 27, 2006. As previously announced, the total consideration to be paid for validly tendered and accepted Notes would have been $1,109.28 per $1,000 principal amount of the Notes, calculated on the basis of the yield to maturity on the 4.25% U.S. Treasury Note due October 31, 2007 (the "Reference Security") as of 10:00 a.m., New York City time, on the price determination date of January 13, 2006, assuming the payment date for the tender offer was January 31, 2006. Pursuant to the terms of the tender offer, as a result of the extension of the Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 1 of 3 expiration date to February 27, 2006, the total consideration will be calculated using a new price determination date of February 10, 2006, which is the tenth business day preceding the scheduled expiration date. The total consideration to be paid will be recalculated using the yield to maturity on the Reference Security as of 10:00 a.m., New York City time, on February 10, 2006. As of 5:00 p.m., New York City time, on January 27, 2006, 99.87% of the outstanding aggregate principal amount of the Notes have been tendered. Holders who have already tendered their Notes and delivered their consents may no longer withdraw their Notes or revoke their consents. Except as set forth above, all other provisions of the tender offer and consent solicitation with respect to the Notes are as set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 30, 2005 (the "Offer to Purchase"). Florence reserves the right to further amend the tender offer and the consent solicitation in its sole discretion. As previously announced, the offer to purchase the Notes is being made in connection with the pending acquisition of Renal Care Group, Inc. and its subsidiaries by FMC-AG (the "Merger"). The consummation of Florence's tender offer is conditioned on, among other things, the satisfaction of the closing conditions to the Merger as set forth in the merger agreement. Credit Suisse Securities (USA) LLC (formerly known as 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. 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 North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 2 of 3 FMC-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, FMC-AG provides dialysis treatment to approximately 130,400 patients around the globe. FMC-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 FMC-AG's reports filed with the U.S. Securities and Exchange Commission. FMC-AG does not undertake any responsibility to update the forwarding-looking statements in this release. Fresenius Medical Care North America, 95 Hayden Avenue, Lexington, MA 02420-9192 Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----