-----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, AgK/961i5YFK6Z6HCm+uEgjb3q2E2DCenw6Jc4t1sRAd9xGC7I6jBabImLOhFzwz TIwlAaOMkpvv4ZW39K5+qA== 0001019056-02-000183.txt : 20020415 0001019056-02-000183.hdr.sgml : 20020415 ACCESSION NUMBER: 0001019056-02-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020327 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRESENIUS MEDICAL CARE HOLDINGS INC /NY/ CENTRAL INDEX KEY: 0000042872 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 133461988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 02589011 BUSINESS ADDRESS: STREET 1: TWO LEDGEMONT CENTER STREET 2: 95 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02420 BUSINESS PHONE: 6174029000 FORMER COMPANY: FORMER CONFORMED NAME: GRACE W R & CO /CT/ DATE OF NAME CHANGE: 19900423 FORMER COMPANY: FORMER CONFORMED NAME: GRACE W R & CO /NY/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRESENIUS NATIONAL MEDICAL CARE HOLDINGS INC DATE OF NAME CHANGE: 19961015 8-K 1 fres_us8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2002 -------------- FRESENIUS MEDICAL CARE HOLDINGS, INC. -------------------------------------- (Exact name of registrant as specified in its charter) New York ------------------------------------------------- (State or other jurisdiction of incorporation) 1-3720 13-3461988 - ----------------------- -------------------------------- (Commission File Number (IRS Employer Identification No.) 95 Hayden Avenue Lexington, Massachusetts 02420 ------------------------------------------------------- (Address or principal executive offices) (Zip Code) Registrant's telephone number, including area codes: (781) 402-9000 -------------- Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 5. Other Events On March 27, 2002, Fresenius Medical Care AG, the parent corporation of Fresenius Medical Care Holdings, Inc., announced that, based on its calculation of its cumulative adjusted cash flow for the five years ended December 31, 2001, no special dividend would be payable on the Class D Special Dividend Preferred Stock of Fresenius Medical Care Holdings, Inc. Copies of Fresenius Medical Care AG's announcement, and of the computations and certificates referred to in that announcement, are annexed as exhibits to this Report. ITEM 7. Financial Statements and Exhibits Exhibit 99.1 Investor News release dated March 27, 2002 Exhibit 99.2 Chief Financial Officer's Certificate with respect to the calculation of Fresenius Medical Care AG's Cumulative Adjusted Cash Flow for the five years ended December 31, 2001. Exhibit 99.3 Opinion of KMPG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft 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. FRESENIUS MEDICAL CARE HOLDINGS, INC. /s/ BEN J. LIPPS -------------------------------------- DATE: March 27, 2002 Name: Ben J. Lipps Title: Chief Executive Officer 2 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 [GRAPHIC LOGO OMITTED] Fresenius Medical Care Fresenius Medical Care AG Investor News InvestorRelations Else-Kroner-Str. 1 D-61352 Bad Homburg Contact: Oliver Maier Phone: + 49 6172 609 2601 Fax: + 49 6172 609 2301 E-mail: ir-fms@fmc-ag.com North America: Heinz Schmidt Phone: + 1 781 402 9000 Ext.: 4518 Fax: + 1 781 402 9741 E-mail: ir-fmcna@fmc-ag.com Internet: http://www.fmc-ag.com --------------------- March 27, 2002 FRESENIUS MEDICAL CARE ANNOUNCES RESULT OF CLASS D SPECIAL DIVIDEND CALCULATIONS The Company intends to redeem these shares in early 2003 for $ 0.10 per share Bad Homburg, Germany -- March 27, 2002 -- Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS_p), the world's largest provider of dialysis products and services, and its United States subsidiary Fresenius Medical Care Holdings, Inc. ("FMCH") (OTC: FSMEM.OB, FSMEN.OB, FSMEO.OB and FSMEP.OB), today announced that no special dividend is payable to the holders of the Class D Preferred Stock (the "Class D Shares") of FMCH. The FMCH Class D Shares were issued to the common shareholders of W.R. Grace & Co. in connection with the 1996 combination of the worldwide dialysis business of Fresenius AG with the dialysis business of W.R. Grace to form Fresenius Medical Care AG. The Class D Shares trade in the National Association of Security Dealer's OTC Bulletin Board under the symbol "FMSEP.OB". 1 of 3 Holders of the Class D Shares are entitled to receive a one-time special dividend from FMCH if and only if the cumulative consolidated adjusted cash flow of Fresenius Medical Care for the five year period ended December 31, 2001, calculated in accordance with the terms of the Class D Shares, exceeds $ 3.7 billion. Based on calculations performed by Fresenius Medical Care and reviewed by KPMG Deutsche Treuhand-Gesellschaft, Fresenius Medical Care's cumulative consolidated adjusted cash flow for the five year period ended December 31, 2001 was approximately $ 1.7 billion. Consequently, no special dividend is due or payable with respect to the Class D Shares. Fresenius Medical Care's calculation of cumulative adjusted cash flow, accompanied by a certificate of Fresenius Medical Care's Chief Financial Officer confirming that the cash flow calculation was performed in accordance with the terms of the class D shares and a confirmation from Fresenius Medical Care's auditor KPMG Deutsche Treuhand-Gesellschaft to that respect, are being filed as exhibits to reports that Fresenius Medical Care and FMCH will be filed with the Securities and Exchange Commission and will be mailed to holders of the Class D Shares. The determination that no special dividend is payable on the Class D Shares does not prohibit or otherwise impact FMC's ability to pay dividends on Fresenius Medical Care AG's ordinary and preference shares or FMCH's ability to pay dividends on its other classes of stock (i.e., FMCH 6% Preferred, Class A Preferred, and Class B Preferred). The Class D Shares are redeemable at any time at the option of FMCH at a redemption price of $ 0.10 per share. FMCH intends to redeem the 89 million outstanding Class D Shares at a total expected redemption price of approximately $ 9 million in early 2003. 2 of 3 Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals with chronic kidney failure, a condition that affects more than 1,100,000 individuals worldwide. Through its network of approximately 1,400 dialysis clinics in North America, Europe, Latin America and Asia-Pacific, Fresenius Medical Care provides dialysis treatment to approximately 105,830 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care, visit the Company's website at http://www.fmc-ag.com. --------------------- 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 statements 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 and Fresenius Medical Care Holdings, Inc.'s reports filed with the U.S. Securities and Exchange Commission. Neither Fresenius Medical Care AG nor Fresenius Medical Care Holdings, Inc. undertakes any responsibility to update the forward-looking statements in this release. 3 of 3 EX-99.2 4 ex99_2.txt EXHIBIT 99.2 FRESENIUS MEDICAL CARE AG CHIEF FINANCIAL OFFICER'S CERTIFICATE The undersigned, Ulf M. Schneider, HEREBY CERTIFIES that: 1. I am a member of the Board of Management and the Chief Financial Officer of Fresenius Medical Care AG (the "Company"). This Certificate is delivered pursuant to Section 2(b)(v) of the Certificate of Amendment of the Certificate of Incorporation of Fresenius Medical Care Holdings, Inc., a New York corporation ("FMCH," f/k/a Fresenius National Medical Care Holdings, Inc., f/k/a W.R. Grace & Co.) filed by the New York Secretary of State on September 27, 1996 establishing the Class D Special Dividend Stock, par value $.10 per share, of FMCH. (the "Class D Amendment"). Capitalized terms used in this Certificate without definition have the meanings assigned to them by the Class D Amendment. 2. Attached hereto as Annex A are computations of (i) the cumulative actual Adjusted Cash Flow of the Company on a consolidated basis for the five-year period beginning on January 1, 1997 and ending on December 31, 2001, and (ii) the Special Dividend Amount with respect to the Class D Special Dividend Preferred Stock of FMCH. 3. The computations of the cumulative actual Adjusted Cash Flow of the Company on a consolidated basis for the Dividend Accrual Period and the Special Dividend Amount set forth in Annex A were made in accordance with the provisions of the Class D Amendment. [The remainder of this page has been intentionally left blank] 1 IN WITNESS WHEREOF, I have executed this Certificate the 26 day of March, 2002. FRESENIUS MEDICAL CARE AG By: /s/ ULF M. SCHNEIDER ------------------------------------- Name: Ulf M. Schneider Title: Member of the Board of Management and Chief Financial Officer 2 Annex A ------- Computation of cumulative actual consolidated Adjusted Cash Flow of Fresenius Medical Care AG for the five-year period beginning January 1, 1997 through December 31, 2001 and the Special Dividend Amount, in each case in accordance with the provisions of the Class D Special Dividend Preferred Stock of Fresenius Medical Care Holdings, Inc. --- 3 FRESENIUS MEDICAL CARE AG SPECIAL DIVIDEND CALCULATION ---------------------------- Dividend Accrual Period January 1, 1997 to December 31, 2001 ------------------- $ million Adjusted cash flow to common shareholders Net income $ 136.3 Less: Preference dividends 37.5 Convertible investment securities distributions 4.1 ------------ Net income to common shareholders 94.7 Plus: Depreciation & Amortization 1,452.5 Plus: Non cash restructuring charges (after tax) Special charge for 1999 settlement 94.3 Special charge for legal matters 48.5 Discontinuned operations 105.9 Cumulative effect of accounting change 6.6 Less: After tax charges related to OIG Investigation not reflected in net income during the dividend accrual period 65.0 ------------ Adjusted cash flow to common shareholders $ 1,737.6 ============ Calculation of the Special Dividend Amount Adjusted cash flow during dividend accrual period $ 1,737.6 Less: target cash flow 3,700.0 ------------ Excess 0.0 x Percentage (not applicable) Less: $200 Million (200.0) ------------ Special Differential $ (200.0) ============ Special Dividend Payable Target Face Amount 200.0 Plus: Special Differential (200.0) ------------ Special Dividend Amount $ 0.0 ============ 4 Notes to Special Dividend Calculation: (1) Non-cash charges include only the portion of charges which did not result in an outflow of cash either during or after the five year period ended December 31, 2001, respectively. The non-cash portion of the special charge for the 1999 settlement and the special charge for legal matters comprise write-off of other assets and receivables. The remaining portion of the charges relate to historic or future cash outflows. (2) The after tax charges related to the OIG investigation not reflected in net income during the five-year period ended December 31, 2001 relate to expenses accrued as part of the purchase accounting of the 1996 merger between the Fresenius Worldwide Dialysis business and the W.R. Grace & Co. dialysis business. (3) The entire loss from discontinued operations recorded during the five-year period ended December 31, 2001 has been included as a non cash charge although it also includes cash items. 5 EX-99.3 5 ex99_3.txt EXHIBIT 99.3 To the Board of Management of Fresenius Medical Care Aktiengesellschaft Hof an der Saale, Germany We have reviewed the accompanying schedule of special dividend calculation of Fresenius Medical Care AG for the five-year period from January 1, 1997 to December 31, 2001. Fresenius Medical Care AG's management is responsible for the schedule of special dividend calculation. Our review was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on the schedule of special dividend calculation. Accordingly, we do not express such an opinion. Based on our review, nothing came to our attention that caused us to believe that the accompanying schedule of special dividend calculation of Fresenius Medical Care AG for the five-year period from January 1, 1997 to December 31, 2001, is not presented in all material respects, in conformity with section 2, "Dividends and Distributions", of the Certificate of Amendment of the Certificate of Incorporation of W.R. Grace & Co. under Section 805 of the Business Corporation Law dated September 27, 1996 and the interpretations thereof set forth in the notes to the schedule of special dividend calculation. Frankfurt am Main, Germany March 22, 2002 KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft -----END PRIVACY-ENHANCED MESSAGE-----