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 July 2013
FRESENIUS MEDICAL CARE AG & Co. KGaA
(Translation of registrant’s name into English)
Else-Kröner 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 o
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): o
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): o
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82
On June 28, 2013, the conversion of the Company’s outstanding preference shares into ordinary shares, as authorized by the Company’s shareholders on May 16, 2013, was registered at the Commercial Register in Hof, Germany, and on July 2, 2013, the Company published a notice in the Electronic Gazette announcing that the conversion had become effective and that the listing of the preference shares on the Frankfurt Stock Exchange had been discontinued as of the end of the trading session of June 28, 2013. Since July 1, 2013, only the Company’s ordinary shares can be delivered via the Frankfurt Stock Exchange. Our custodian banks have effected the re-booking of securities account positions in the Company’s preference shares following the end of the trading session on June 28, 2013 in a 1:1 ratio and have booked one ordinary share into the shareholders’ securities accounts for each preference share.
In addition, effective at the close of trading on June 28, 2013, trading in American Depositary Shares representing the Company’s preference shares ceased and, on July 1, 2013, the New York Stock Exchange filed a Form 25 Notice of Removal From Listing with respect to the preference share ADSs. American Depositary Shares representing the ordinary shares resulting from conversion of the Company’s preference shares have been listed on the New York Stock Exchange. Bank of New York Mellon, the depositary for the Company’s preference share ADSs and ordinary share ADSs will call for surrender all the outstanding preference share ADSs and, upon surrender of preference share ADSs and payment of any applicable fees or taxes, the depositary will distribute ordinary share ADSs to the former owners of preference share ADSs.
EXHIBITS
Exhibit 99.1 Convenience translation of Notice regarding the conversion of preference shares into ordinary shares published in the Electronic Gazette on July 2, 2013.
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: July 3, 2013 |
| ||
|
|
| ||
|
|
FRESENIUS MEDICAL CARE AG & Co. KGaA, | ||
|
|
a partnership limited by shares, represented by: | ||
|
|
| ||
|
|
FRESENIUS MEDICAL CARE MANAGEMENT AG, its | ||
|
|
general partner | ||
|
|
| ||
|
|
| ||
|
|
|
By: |
/s/ RICE POWELL |
|
|
|
Name: |
Rice Powell |
|
|
|
|
|
|
|
|
Title: |
Chief Executive Officer and |
|
|
|
|
Chairman of the Management Board |
|
|
|
|
of the General Partner |
|
|
|
| |
|
|
|
| |
|
|
|
By: |
/s/ MICHAEL BROSNAN |
|
|
|
Name: |
Michael Brosnan |
|
|
|
|
|
|
|
|
Title: |
Chief Financial Officer and |
|
|
|
|
Member of the Management Board |
|
|
|
|
of the General Partner |
Exhibit 99.1
Fresenius Medical Care AG & Co. KGaA
Hof an der Saale
ISIN DE0005785802 // Securities Identification No. 578580 (ordinary shares)
ISIN DE0005785836 // Securities Identification No. 578583 (preference shares)
Notice
regarding the conversion of preference shares into ordinary shares and the admission of the ordinary shares resulting from the conversion of the preference shares to the Regulated Market
The ordinary General Meeting of Fresenius Medical Care AG & Co. KGaA, Hof an der Saale, of 16 May 2013 and the separate Meeting of Preference Shareholders of the same day has resolved, among other things, on the conversion of the non-voting preference shares (ISIN DE0005785836) into ordinary voting shares (ISIN DE0005785802) in a 1:1 ratio. The corresponding amendments to the Articles of the Company were registered with the commercial register at the Local Court in Hof an der Saale on 28 June 2013.
The registered share capital of Fresenius Medical Care AG & Co. KGaA currently amounts to EUR 307,549,688 and, following the conversion of all preference shares into ordinary shares, is currently divided into 307,549,688 no-par ordinary bearer shares with a calculated portion in the registered share capital of EUR 1.00 per share. Due to the 1:1 conversion ratio, the shareholders’ respective shareholding in the registered share capital of Fresenius Medical Care AG & Co. KGaA is not affected by the conversion of the preference shares into ordinary shares.
As a result of the conversion of the preference shares into ordinary shares, the listing of the preference shares will be discontinued. The listing of the preference shares of Fresenius Medical Care AG & Co. KGaA (ISIN DE0005785836) at the Frankfurt Stock Exchange has been terminated as of the end of the trading session of 28 June 2013. Since 1 July 2013, only ordinary shares of Fresenius Medical Care AG & Co. KGaA (ISIN DE0005785802) can be delivered via the stock exchange.
Stock exchange orders in preference shares existing as per 28 June 2013 that have not been executed by that date have expired as of the end of 28 June 2013. Executed stock exchange orders in preference shares that have not been fulfilled by the end of 28 June 2013 will be fulfilled by delivery of ordinary shares only.
On 28 June 2013, all ordinary shares resulting from the conversion of preference shares have been admitted to trading on the Regulated Market of the Frankfurt Stock Exchange with simultaneous admission to the section of the Regulated Market with additional subsequent admission obligations (Prime Standard). The listing of the existing ordinary shares is not affected by the conversion of the preference shares.
The custodian banks have effected the re-booking of securities account positions in preference shares of Fresenius Medical Care AG & Co. KGaA (ISIN DE0005785836) following the end of the trading session on 28 June 2013 in a 1:1 ratio and have booked one ordinary share (ISIN DE0005785802) into the shareholders’ securities accounts for each preference share (ISIN DE0005785836).
Acting as settlement agent is
COMMERZBANK Aktiengesellschaft, Frankfurt am Main.
Since according to the Articles of the Company there is no claim of the shareholders to share certificates with respect to their individual participation, new share certificates will not be issued; the registered share capital is fully vested by global share certificates deposited at Clearstream Banking AG. The preference shareholders will be co-owners in the collective holdings of the ordinary shares in Fresenius Medical Care AG & Co. KGaA as held by Clearstream Banking AG according to their interest in the company’s registered share capital and therefore do not need to take any further steps. The conversion of the securities account positions including the change of the class designation is free of charge for shareholders.
|
Hof an der Saale, July 2013 |
|
Fresenius Medical Care AG & Co. KGaA |
|
|
|
The General Partner |
|
|
|
Fresenius Medical Care Management AG |
|
|
|
The Management Board |