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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 1-3720
(Check One):
[ ] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended SEPTEMBER 30, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________
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PART I
REGISTRANT INFORMATION
Full name of registrant FRESENIUS MEDICAL CARE HOLDINGS, INC.
Former name if applicable______________________________________________
________________________________________________________________________________
Address of principal executive office (Street and number) TWO LEDGEMONT
CENTER, 95 HAYDEN AVENUE
City, state and zip code LEXINGTON, MASSACHUSETTS 02420
PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
needed.)
Form 12b-25 (Part III-Reasons why Form 10-Q cannot be timely filed)
As Fresenius Medical Care AG, the parent corporation of Fresenius
Medical Care Holdings, Inc. (the "Company"), announced in a press release dated
November 2, 1999, the Company intends to record a substantial and material
charge against its consolidated earnings for the three months ended September
30, 1999 in respect of the investigations by the Office of Inspector General
("OIG") of the United States Department of Health and Human Services, the United
States Attorney for the District of Massachusetts and other authorities of
possible violations of federal laws, including the anti-kickback statutes and
the False Claims Act, by certain of the Company's subsidiaries (the
"Investigation"). The Company is engaged in intensive negotiations with the
United States Government to settle potential claims related to the
Investigation. Because the amount of the above-mentioned charge to earnings is
not yet determinable, the Company is unable to complete, by November 15, 1999,
the financial information to be included in its quarterly report on Form 10-Q
for the three months ended September 30, 1999. The Company expects, by November
22, 1999, to complete its financial information and to file its Form 10-Q for
the three months ended September 30, 1999.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jerry A. Schneider (781) 402-9000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company cannot quantitatively disclose the anticipated substantial
change from the corresponding period for the last fiscal year that will be
reflected in its earnings statement for the period ended September 30, 1999,
because, for the reasons discussed above, the amount of the anticipated charge
to the Company's earnings for the three months ended September 30, 1999 has not
been determined as of the date hereof.
FRESENIUS MEDICAL CARE HOLDINGS, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: NOVEMBER 15, 1999 By: /s/ JERRY A. SCHNEIDER
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Chief Financial Officer
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