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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): September 30, 1996
FRESENIUS USA, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation)
1-8350 04-2550576
(Commission File Number) (IRS Employer Identification No.)
2637 Shadelands Drive Walnut Creek, California 94598
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 295-0200
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 30, 1996, the Registrant completed the reorganization (the
"Reorganization") described in the Joint Proxy Statement-Prospectus of Fresenius
Medical Care Aktiengesellschaft ("Fresenius Medical Care"), W. R. Grace & Co.
("Grace") and the Registrant dated August 2, 1996 ("Proxy
Statement-Prospectus"). The Reorganization was accomplished pursuant to the
Agreement and Plan of Reorganization dated as of February 4, 1996, as amended to
the date hereof (the "Reorganization Agreement"), among Grace, Fresenius AG and
the Registrant. Stockholders of the Registrant approved the Reorganization on
September 16, 1996. As part of the Reorganization, FUSA Merger Sub Inc., a
Massachusetts corporation and a wholly owned subsidiary of Fresenius Medical
Care (a German corporation) merged with and into the Registrant (the "FUSA
Merger") with the Registrant the surviving corporation. In the FUSA Merger,
shareholders of the Registrant (other than Fresenius AG, Grace and their
respective subsidiaries) received .37067735 Ordinary Shares of Fresenius Medical
Care, evidenced by American Depositary Shares represented by American Depositary
Receipts, for each share of common stock of the Registrant held by them. All of
the capital stock of the Registrant will shortly be contributed to Fresenius
National Medical Care Holdings, Inc. ("FNMC," formerly known as W. R. Grace &
Co.), a subsidiary of Fresenius Medical Care.
The nature and amount of consideration issued to shareholders of the
Registrant is described in the Proxy Statement-Prospectus under the caption "THE
REORGANIZATION -- Consideration to Shareholders." The amount of such
consideration was determined in the course of arm's length negotiations between
Fresenius AG and an independent committee of the Registrant's Board of
Directors, as described in the Proxy Statement-Prospectus under the captions
"BACKGROUND AND REASONS -- Background of the Reorganization; Reasons for the
Recommendation of the Fresenius USA Board" and "-- Recommendation of the
Fresenius USA Independent Committee and the Board of Directors."
Following the FUSA Merger, the American Stock Exchange ("AMEX")
suspended trading, effective before the opening of business on September 30,
1996, in the common stock, par value $.01 per share, of the Registrant
("Fresenius USA Common Stock") (AMEX: FRN).
As a result of the FUSA Merger, the Registrant has become an indirect
wholly-owned subsidiary of Fresenius Medical Care AG. An application was made to
the Securities and Exchange Commission (the "Commission") to delist the
Fresenius USA Common Stock on October 2, 1996. It is anticipated that this
application will be granted. Therefore, it is not anticipated that the
Registrant will continue to file reports, proxy statements and other information
with the Commission under the Securities Exchange Act of 1934 (the "Exchange
Act").
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
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Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Reorganization dated as of February
4, 1996, as amended, among W. R. Grace & Co., Fresenius AG and
the Registrant (incorporated herein by reference to the Joint
Proxy Statement-Prospectus of Fresenius Medical Care AG, W. R.
Grace & Co. and the Registrant dated August 2, 1996 and filed
with the Commission on August 5, 1996).
Exhibit 99.1 The information in the Joint Proxy Statement-Prospectus
of the Registrant, W. R. Grace & Co. and Fresenius Medical
Care AG dated August 2, 1996 set forth under the captions
"BACKGROUND AND REASONS -- Background of the Reorganization;
Reason for the Recommendation of the Fresenius USA Board" at
pages 47-50, "-- Recommendation of the Fresenius USA
Independent Committee and the Board of Directors" at pages
50-57 and "THE REORGANIZATION -- Consideration to
Shareholders" at pages 60-61.
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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 USA, INC.
DATE: October 15, 1996 By: /s/ Dr. Ben J. Lipps
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Name: Dr. Ben J. Lipps
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Reorganization dated as of February
4, 1996, as amended, among W. R. Grace & Co., Fresenius AG and
the Registrant (incorporated herein by reference to the Joint
Proxy Statement-Prospectus of Fresenius Medical Care AG, W. R.
Grace & Co. and the Registrant dated August 2, 1996 and filed
with the Commission on August 5, 1996).
Exhibit 99.1 The information in the Joint Proxy Statement-Prospectus
of the Registrant, W. R. Grace & Co. and Fresenius Medical
Care AG dated August 2, 1996 set forth under the captions
"BACKGROUND AND REASONS -- Background of the Reorganization;
Reason for the Recommendation of the Fresenius USA Board" at
pages 47-50, "-- Recommendation of the Fresenius USA
Independent Committee and the Board of Directors" at pages
50-57 and "THE REORGANIZATION -- Consideration to
Shareholders" at pages 60-61.