SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 5, 1996
Fresenius USA, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 1-8350 04-2550576
(State or other (Commission (I.R.S Employer
jurisdiction of File Number) Identification
incorporation) Number)
2637 Shadelands Drive
Walnut Creek, California 94598
(Address of Principal Executive Offices)(Zip Code)
Registrants' telephone number, including area code:
(510) 295-0200
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Item 5. Other Events
Fresenius USA, Inc. (the "Registrant") announced on February 5, 1996
that Fresenius AG, the beneficial owner of approximately 71% of the
outstanding common stock of the Registrant, had entered into a definitive
agreement (the "Agreement") with W.R. Grace & Co. ("Grace") to combine
Fresenius AG's worldwide dialysis business, including the Registrant, with
Grace's National Medical Care, Inc. to create a fully integrated dialysis
company. The Agreement provides that an aggregate of 55.2% of the shares of
the combined company, to be called Fresenius Medical Care, will be issued
to Fresenius AG and the Registrants' public shareholders,
provided that Fresenius AG must retain at least 51% of the shares of
the combined company, and that Grace shareholders will acquire the remaining
44.8%. Fresenius AG advised the Registrant that Fresenius AG had agreed
with Grace that the Registrant would become a wholly-owned subsidiary of
Fresenius Medical Care and that, when the economic terms of the Registrant's
participation in the transaction have been established, Fresenius AG will
vote its shares of the Registrant in favor of the transaction.
Fresenius AG has informed the Registrant that Fresenius Medical Care
will be a publicly held company listed on the New York and Frankfurt Stock
Exchanges, with its shares trading in the United States as American
Depository Reciepts (ADRs). Fresenius AG has informed the Registrant that
pro forma 1995 revenues for the new company are $3 billion, and pretax cash
flow is in excess of $600 million.
Fresenius AG has proposed that 3.8% of the Fresenius Medical Care shares
outstanding after the closing (on a fully diluted basis), or .77 of a share
of Fresenius Medical Care per share of the Registrant, be allocated to the
Registrant's public shareholders. The Registrant's Board of Directors has
formed a special committee of independent directors to study and negotiate
the economic terms of the transaction on behalf of the Registrant's public
stockholders. The committee has retained counsel and an independent
investment banker to advise the committee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Fresenius USA, Inc.
By: /s/ Ben J. Lipps
Ben J. Lipps
Chief Executive Officer
Date: February 20, 1996
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