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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): November 26, 1996
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
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Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts 02154
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 27, 1996, the Registrant's parent company, Fresenius
Medical Care AG, completed a global offering of 5 million Preference Shares (in
the form of Preference Shares and American Depositary Shares), and a concurrent
offering of 9% Trust Preferred Securities issued by Fresenius Medical Care
Capital Trust, a Delaware business trust, which securities are backed by senior
subordinated notes of Fresenius Medical Care AG. The Preference Shares are
listed on the Frankfurt Stock Exchange and the American Depositary Shares
representing the Preference Shares are listed on the New York Stock Exchange,
Inc. The net proceeds of the offerings -- approximately $731 million -- were
used to repay indebtedness of National Medical Care, Inc. ("NMC") under its bank
credit agreement and for general corporate purposes.
On November 26, 1996, NMC and Fresenius Medical Care AG entered into an
amendment to the Credit Agreement dated as of September 27, 1996 by and among
NMC, certain subsidiaries and affiliates, the lenders named therein, Nationsbank
N.A., The Bank of Nova Scotia, The Chase Manhattan Bank and Dresdner Bank AG
(the "NMC Credit Agreement") to clarify certain provisions of such agreement
(the "Amendment"). A copy of the Amendment is incorporated herein by reference.
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 4.1 Amendment, dated as of November 26, 1996
(amendment to the Credit Agreement dated as
of September 27, 1996).
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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.
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FRESENIUS NATIONAL MEDICAL
CARE HOLDINGS, INC.
DATE: December 16, 1996 By: /s/ Dr. Ben J. Lipps
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Name: Dr. Ben J. Lipps
Title: President
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EXHIBIT INDEX
Exhibit 4.1 Amendment, dated as of November 26, 1996
(amendment to the Credit Agreement dated as
of September 27, 1996).