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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)*
FRESENIUS USA, INC.
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(Name of Issuer)
Common Stock, par value $.01/share
(Title of Class of Securities)
358031 10 2
(CUSIP Number)
Ulrich Wagner, Esq.
O'Melveny & Myers
The Citicorp Center
153 East 53rd Street, 54th Floor
New York, New York 10022-4611
(212) 326-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file repor ing beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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* 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).
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CUSIP NO. 358031 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRESENIUS AKTIENGESELLSCHAFT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
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NUMBER OF 7 SOLE VOTING POWER
SHARES 18,673,325
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON 18,673,325
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WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,673,325
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.6%
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14 TYPE OF REPORTING PERSON
CO.
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Page 2 of ___ Pages
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CUSIP NO. 358031 10 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRESENIUS SECURITIES, INC., 68-0659754
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,833,202
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EACH REPORT- 9 SOLE DISPOSITIVE POWER
ING PERSON -0-
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WITH 10 SHARED DISPOSITIVE POWER
7,833,202
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,833,202
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
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14 TYPE OF REPORTING PERSON
CO.
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Page 3 of ___Pages
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The Schedule 13D filed on September 18, 1987 by Fresenius
Aktiengesellschaft ("Fresenius AG") with respect to the Common Stock, par value
$0.01 per share ("Common Stock"), of Fresenius USA, Inc. (formerly known as
Delmed, Inc. and referred to herein as the "Company"), as amended by Amendment
No. 1, filed October 20, 1987, by Amendment No. 2, filed February 4, 1988, by
Amendment No. 3, filed February 22, 1990, by Amendment No. 4, filed September 4,
1990 by Fresenius AG and Fresenius Securities, Inc. (formerly known as Fresenius
U.S.A., Inc. and referred to herein as "FSI"), by Amendment No. 5, filed July 5,
1991, by Amendment No. 6, filed December 3, 1991, by Amendment No. 7, filed
January 3, 1992, by Amendment No. 8, filed October 15, 1992, by Amendment No. 9,
filed December 23, 1992, by Amendment No. 10, filed March 4, 1993, by Amendment
No. 11, filed May 16, 1994, by Amendment No. 12, filed July 1, 1994, by
Amendment No. 13 filed February 8, 1996, by Amendment No. 14 filed May 21, 1996,
and by Amendment No. 15 filed July 3, 1996,is hereby further amended with
respect to the items set forth below. Capitalized terms used in this Amendment
No. 15 without definition have the meanings set forth in such Schedule 13D, as
so amended.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended as follows:
As previously disclosed, on May 8, 1996, Fresenius AG and the
Company jointly announced that an agreement had been reached between Fresenius
AG and a committee of independent directors of the Company (the "Independent
Committee") on the terms on which the public stockholders of the Company will
participate in the Reorganization and the Company Merger. The Reorganization and
the Company Merger were approved by the Board of Directors of the Company on May
8, 1996.
In connection with Fresenius AG's and the Company's
announcement, the Company and Fresenius AG also disclosed that they had entered
into the Supplemental Agreement. The Supplemental Agreement confirms, inter
alia, certain understandings of Fresenius AG and the Company relating to the
exchange ratio of Fresenius Medical Care AG Ordinary Shares ("FMC Ordinary
Shares") for Company Common Stock, including the condition that, immediately
prior to the Company Merger, there shall be no more than 9,253,331 Company
Common Share Equivalents. The Company's purchase of a portion of the Abbott
Warrants contemplated by the letter of intent described in Item 6 below, if
consummated, will be effected as part of the Company's efforts to satisfy the
condition of the Supplemental Agreement relating to the number of Company Common
Share Equivalents. Due to limitations imposed by German corporate law on the
issuance of replacement Abbott Warrants by Fresenius Medical Care AG, Fresenius
AG has agreed to become the obligor with respect to the remaining FMC Ordinary
Shares which would be issuable upon exercise of the Abbott Warrants after the
closing of the Reorganization.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER .
Item 6 is amended as follows:
Effective July 10, 1996, the Company, Fresenius AG and Abbott
Laboratories ("Abbott") entered into a letter of intent with respect to warrants
held by Abbott to purchase 1,750,000 shares of Company Common Stock at $8.00 per
share (the "Abbott Warrants"). The letter of intent contemplates that
contemporaneously with the closing of the Reorganization, Abbott will surrender
to the Company Abbott Warrants to purchase 875,000 shares of Company Common
Stock and the Company will pay Abbott the sum of $11,812,500 (equal to the
product of such number of shares times the excess of $21.50 over the exercise
price of the Abbott Warrants).
The letter of intent also provides that Fresenius AG will
assume the obligation to sell to Abbott the FMC Ordinary Shares underlying the
ADSs issuable in respect of the remaining shares of Company Common Stock subject
to the Abbott Warrants (approximately 324,333 FMC Ordinary Shares or
approximately 973,000 ADSs). Such FMC Ordinary Shares will be issued to
Fresenius AG in connection with its contribution of Fresenius Worldwide Dialysis
to Fresenius Medical Care. Fresenius Medical Care will agree that upon exercise
of the Abbott Warrants, Fresenius AG will deliver to Abbott the FMC Ordinary
Shares (or, at Abbott's election, will deliver such FMC Ordinary Shares to the
American Depositary Receipt ("ADR") Depositary against delivery of ADRs
evidencing the relevant number of ADSs) issuable in accordance with the terms of
the Abbott Warrants. The exercise price payable upon any exercise of the Abbott
Warrants will be retained by Fresenius AG and, if the Abbott Warrants expire
unexercised, Fresenius AG will retain the FMC Ordinary Shares issued to it in
respect of the Abbott Warrants.
The transactions contemplated by the letter of intent are
subject to the execution of a definitive agreement among Abbott, Fresenius AG
and the Company. Under the Abbott Warrants, the Company has a right of first
offer if Abbott or any of its affiliates proposes to sell all or any portion of
the Abbott Warrants, and Fresenius AG will also acquire such right. Fresenius
Medical Care will assume the Company's obligations under the Registration Rights
Agreement between Abbott and the Company, as a result of which Abbott will be
entitled to require Fresenius Medical Care to register under the Securities Act
of 1933, as amended, the ADSs issuable to Abbott upon exercise of the Abbott
Warrants.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Letter of Intent dated July 10, 1996 among Abbott
Laboratories, Fresenius AG and Fresenius USA, Inc.
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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.
Dated: July 23, 1996 FRESENIUS AKTIENGESELLSCHAFT
By: /s/ Udo Werle
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Member of the Managing
Board
By: /s/ Gerhard Krammer
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Member of the Managing
Board
S-1
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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.
Dated: July 23, 1996 FRESENIUS SECURITIES, INC.
By: /s/ Ben J. Lipps
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Dr. Ben J. Lipps
President
S-2
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EXHIBIT INDEX
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Exhibit 1 - Letter of Intent dated July 10, 1996 among Abbott
Laboratories, Fresenius AG and Fresenius USA, Inc.
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EXHIBIT 1
Abbot Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
July 10, 1996
Fresenius AG Fresenius USA, Inc.
RE: Fresenius USA, Inc. Warrants
Gentlemen:
This letter confirms the interest of Abbott Laboratories ("Abbott") in entering
into a transaction with Fresenius AG ("Fresenius") and Fresenius USA, Inc.
("Fresenius USA") with respect to that certain Common Stock Purchase Warrant No.
ABT-1 (the "Warrant") entitling Abbott to purchase up to 1,750,000 shares of
Common Stock of Fresenius USA. The principal terms of the proposed transaction
are as follows:
1. Contemporaneously with the effectiveness of the pending
reorganization among Fresenius, Fresenius USA and W. R. Grace & Co. (the
"Reorganization "):
(i) Fresenius USA will purchase from Abbott that portion of the
Warrant representing the right to purchase 875,000 shares of
Common Stock of Fresenius for the amount of US$11,812,500 to
be paid in immediately available funds on the purchase date;
and
(ii) Fresenius AG will assume the obligation to sell Abbott 875,000
shares of Common Stock of Fresenius USA represented by the
Warrant (which in accordance with the terms of the Warrant and
by virtue of the Reorganization will become the obligation to
sell Abbott that number of American Depositary Shares of
Fresenius Medical Care AG evidenced by American Depositary
Receipts which would have been issuable to Abbott in the
Reorganization had the Warrant been exercised by Abbott with
respect to such 875,000 shares immediately prior to the
consummation of the Reorganization) on substantially the same
terms and conditions as the Warrant and evidenced by a new
warrant substantially similar to the existing Warrant, with
only those changes necessary to reflect the Reorganization and
the transactions
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contemplated by this Letter of Intent including, without
limitation, a change to reflect that upon exercise of the
Warrant after consummation of the Reorganization, the exercise
price thereof shall be payable by Abbott to Fresenius AG.
The obligations of the parties to proceed with the transactions contemplated by
this letter are subject to the fulfillment of the following conditions:
(i) execution by Abbott, Fresenius and Fresenius USA of a
definitive agreement setting forth the matters referred to in
this letter of intent and containing such other terms and
conditions as are agreed to by the parties;
(ii) the non-occurrence of any substantial legal or governmental
action or investigation instituted or threatened with respect
to the transaction and receipt of all required corporate and
government approvals; and
(iii) the successful completion of the Reorganization.
Each party shall bear, whether or not the transactions contemplated herein is
consummated, its respective fees and expenses related to the proposed
transactions, including without limitation, attorney fees. The parties hereto
recognize and understand that this letter is only an expression of interest and
does not constitute a formal and binding agreement between the parties as to the
proposed transactions, which shall only be evidenced by full execution of a
definitive agreement.
If the foregoing is accurate, please so acknowledge by signing all three copies
of this Letter of Intent and returning one fully executed copy to Abbott.
Very truly yours,
ABBOTT LABORATORIES
By: /s/ Thomas C. Freyman
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Vice President and Treasurer
ACKNOWLEDGED:
FRESENIUS AG FRESENIUS USA, INC.
By: /s/ Udo Werle By: /s/ Ben Lipps
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Title: Managing Board Member Title: President
By: /s/ Gerhard Krammer
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Title: Managing Board Member
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