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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 26, 1997
FRESENIUS NATIONAL MEDICAL CARE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-3720 13-3461988
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(Commission File Number) (IRS Employer Identification No.)
Two Ledgemont Center, 95 Hayden Avenue Lexington, Massachusetts 02173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 402-9000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) Effective September 30, 1996, and in connection with the
consummation of the Reorganization among Registrant, Fresenius AG
and Fresenius USA, Inc., Registrant dismissed Price Waterhouse
LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements
of Registrant for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) Effective March 26, 1997, the Registrant's Board of Directors
ratified the decision to change Registrant's independent
accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through September 30, 1996, there have been no
disagreements with Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which disagreements
if not resolved to the satisfaction of Price Waterhouse LLP,
would have caused them to make reference thereto in their
report on the financial statements for such years.
(v) During the two most recent years and through September 30,
1996, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v).
(vi) On March 25, 1997, the Registrant requested that Price
Waterhouse LLP furnish it with a letter addressed to the
Commission stating whether or not Price Waterhouse LLP
agrees with the above statements. A copy of such letter dated
March 26, 1997, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) Subsequent to the consummation of the Reorganization among
Registrant, Fresenius AG and Fresenius USA, pursuant to which the
Registrant became a subsidiary of Fresenius Medical Care AG
("Fresenius Medical Care''), the registrant engaged KPMG Peat
Marwick LLP ("KPMG'') as its independent accountants to examine
and report on the Registrant's financial statements at and for
the year ended December 31, 1996. Reference is made to the
Registrant's Report on Form 8-K dated October 15, 1996 for a
description of the transactions comprising the Reorganization.
The engagement of KPMG was approved by Fresenius Medical Care and
ratified by the Registrant's Board of Directors effective
March 26, 1997. Prior to the Reorganization, KPMG were the
independent accountants for Fresenius USA and KPMG Deutsche-
Treuhand Gesellschaft ("KPMG D-TG'') were the independent
accountants for Fresenius AG. KPMG D-TG are currently the
independent accountants for Fresenius Medical Care.
(ii) In connection with the engagement of KPMG, the Registrant
and Fresenius Medical Care consulted with KPMG and KPMG D-TG
concerning the accounting treatment of the Reorganization. In
accordance with the advice of KPMG, the Reorganization has been
treated as a purchase of the Registrant by Fresenius Medical Care.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit 16.1 Letter from Price Waterhouse LLP pursuant to
Regulation S-K, Item 304
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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 NATIONAL MEDICAL
CARE HOLDINGS, INC.
DATE: March 26, 1997 By: /s/ Robert W. Armstrong, III
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Name: Robert W. Armstrong, III
Title: Principal Accounting Officer
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EXHIBIT INDEX
Exhibit 16.1 Letter from Price Waterhouse LLP pursuant to
Regulation S-K, Item 304
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March 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Fresenius National Medical Care Holdings, Inc.
We have read Item 4 of Fresenius National Medical Care Holdings, Inc.'s
Form 8-K dated March 26, 1997 and are in agreement with the statements
contained in paragraph 4(a) therein.
Yours very truly,
Price Waterhouse LLP
