SC 13D/A 1 s742763.txt _____________________ | OMB APPROVAL | |_____________________| |OMB NUMBER: 3235-0145| UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | DECEMBER 31, 2005| Washington, D.C. 20549 |ESTIMATED AVERAGE | |BURDEN HOURS | |PER RESPONSE ...11 | |_____________________| SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fresenius Medical Care Holdings Inc. (Name of Issuer) Class D Special Dividend Preferred Stock (Title of Class and Securities) 358030203 (CUSIP Number) Roz Levine c/o Aspen Advisors LLC 152 West 57th Street, 46th Floor New York, New York 10019 (212)277-5611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 3/28/03 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 358030203 ___________________________________________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aspen Advisors LLC ___________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ___________________________________________________________________ 3. SEC USE ONLY ___________________________________________________________________ 4. SOURCE OF FUNDS* ___________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 0 ___________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ___________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% ___________________________________________________________________ 14. TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 358030203 ___________________________________________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aspen Capital LLC ___________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ___________________________________________________________________ 3. SEC USE ONLY ___________________________________________________________________ 4. SOURCE OF FUNDS* ___________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 0 ___________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ___________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% ___________________________________________________________________ 14. TYPE OF REPORTING PERSON OO ___________________________________________________________________ CUSIP No. 358030203 ___________________________________________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Nikos Hecht ___________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ___________________________________________________________________ 3. SEC USE ONLY ___________________________________________________________________ 4. SOURCE OF FUNDS* ___________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 0 ___________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ___________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% ___________________________________________________________________ 14. TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 358030203 ___________________________________________________________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aspen Partners ___________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ___________________________________________________________________ 3. SEC USE ONLY ___________________________________________________________________ 4. SOURCE OF FUNDS* ___________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ___________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 0 ___________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ___________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ___________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 ___________________________________________________________________ 14. TYPE OF REPORTING PERSON IN ___________________________________________________________________ Item 1. Security and Issuer The title of the class of equity securities to which this Schedule 13D relates is: Class D Special Dividend Preferred Stock (the "Preferred Shares") of Fresenius Medical Care Holdings Inc. (the "Issuer"). On February 4, 2003, the Issuer announced its intention to redeem all of the outstanding Preferred Shares at redemption price of $0.10 per share. The name and address of the principal executive offices of the Issuer of the securities is: Fresenius Medical Care Holdings Inc. Two Ledgemont Center 95 Hayden Avenue Lexington, MA 02420 Item 2. Identity and Background Aspen Advisors LLC (the "Advisor")is a Delaware limited liability company. The Advisor provides investment advisory services to, and has investment discretion over, Aspen Partners (the "Partnership") and several managed accounts (the "Managed Accounts") both of which held Preferred Shares in the Issuer before the redemption of such shares by the Issuer. The address of the Advisor's principal office is 152 West 57th Street, 46th Floor, New York, NY 10019. The Advisor has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Advisor has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. The Partnership is a series of Aspen Capital Partners, L.P., a Delaware limited partnership organized in series. The Partnership is a private investment fund. The address of the Partnership's principal office is 152 West 57th Street, 46th Floor, New York, NY 10019. The Partnership has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Partnership has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Aspen Capital LLC (the "General Partner") is a Delaware limited liability company. The General Partner serves as general partner to the Partnership. The address of the General Partner's principal office is 152 West 57th Street, 46th Floor, New York, NY 10019. The General Partner has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The General Partner has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Nikos Hecht is the Managing Member of the Advisor and the Managing Member of the General Partner. The principal business address of Nikos Hecht is c/o Aspen Advisors LLC, 152 West 57th Street, 46th Floor, New York, NY 10019. Nikos Hecht has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Nikos Hecht has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Nikos Hecht is a citizen of the United States of America. The Advisor, the Partnership, the General Partner and Nikos Hecht are collectively referred to herein as the "Reporting Persons." Item 3 Source and Amount of Funds or Other Consideration All of the Preferred Shares were purchased in open market transactions for an aggregate purchase price of $794,355.64. The funds for the 23,004,900 Preferred Shares owned by the Partnership came from the working capital of the Partnership. The funds for the remaining 3,791,800 Preferred Shares deemed to be beneficially owned by the Advisor and Nikos Hecht came from working capital of the Managed Accounts. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions The Preferred Shares deemed to be beneficially owned by the Reporting Persons were acquired for investment purposes. The Reporting Persons currently beneficially own no Preferred Shares and have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in the Securities As of the date hereof, the Reporting Persons beneficially own no Preferred Shares, as all such shares have been redeemed by the Issuer as of March 28, 2003 at the redemption price of $0.10 per share. No other transactions with respect to the Preferred Shares have been effected by the Reporting Persons since the last Schedule 13D was filed on December 6, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None of the Reporting Persons have any contracts, arrangement, understanding or relationship with any person with respect to the Preferred Shares. Item 7. Material to Be Filed as Exhibits N/A SIGNATURE After reasonable 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. ASPEN ADVISORS LLC By: /s/ Nikos Hecht -------------------- Nikos Hecht Managing Member Date:March 31, 2003 ASPEN PARTNERS By: Aspen Capital LLC General Partner By: /s/ Nikos Hecht -------------------- Nikos Hecht Managing Member Date: March 31, 2003 ASPEN CAPITAL LLC By: /s/ Nikos Hecht -------------------- Nikos Hecht Managing Member Date: March 31, 2003 NIKOS HECHT By: /s/ Nikos Hecht -------------------- Nikos Hecht Date: March 31, 2003