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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FRESENIUS NATIONAL MEDICAL CARE HOLDINGS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 13-3461988
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(JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
Two Ledgemont Center, 95 Hayden Avenue, Lexington, MA 02173
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box / / Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box / /
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Class D Special Dividend Preferred Stock, par value $.10 per share
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS'S SECURITIES TO BE REGISTERED.
The information required by this item is incorporated by
reference to the information set forth under the caption "DESCRIPTION OF NEW
PREFERRED SHARES," in the Proxy Statement of W. R. Grace & Co. (subsequently
renamed Fresenius National Medical Care Holdings, Inc.), dated August 2, 1996
(which Proxy Statement also constitutes the Proxy Statement of Fresenius USA,
Inc. and the Prospectus of Fresenius Medical Care AG) filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, on August 7, 1996.
ITEM 2. EXHIBITS.
Certificate of Amendment of the Certificate of Incorporation of
W. R. Grace & Co. under Section 805 of the New York Business
Corporation Law dated September 27, 1996 (establishing the Class
D Special Dividend Preferred Stock, incorporated herein by
reference to the Form 8-K of Registrant filed with the
Commission on October 15, 1996).
Certificate of Amendment of the Certificate of Incorporation of
W. R. Grace & Co. under Section 805 of the New York Business
Corporation Law dated September 27, 1996 (changing the name to
Fresenius National Medical Care Holdings, Inc., incorporated
herein by reference to the Form 8-K of Registrant filed with the
Commission on October 15, 1996).
(Pursuant to Rule 12b-23(a)(3)(ii) under the Securities Exchange
Act of 1934, as amended, the Joint Proxy Statement-Prospectus
referred to in Item 1 has been incorporated by reference but
need not be filed herewith.)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
FRESENIUS NATIONAL MEDICAL
CARE HOLDINGS, INC.
/s/ BEN J. LIPPS
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Name: Ben J. Lipps
Title: President
Date: April 30, 1997
