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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -------------------------
COMMISSION FILE NUMBER 1-8350
FRESENIUS USA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2550576
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
2637 SHADELANDS DRIVE
WALNUT CREEK, CALIFORNIA 94598
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(510) 295-0200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES X NO .
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the most recent
practicable date:
21,644,791 SHARES OF THE REGISTRANT'S COMMON STOCK, $.01 PAR VALUE,
WERE ISSUED AND OUTSTANDING AT MAY 6, 1996.
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FRESENIUS USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS)
Assets March 31, December 31,
------ 1996 1995
-------- -----------
Current assets:
Cash $ 2,352 2,330
Trade accounts receivable, net 52,306 57,052
Inventories 67,282 65,706
Prepaid expenses and other
current assets 6,522 3,258
Deferred income taxes 5,611 4,594
-------- -------
Total current assets 134,073 132,940
Property, plant, and equipment, net 48,985 48,492
Intangible assets 36,175 36,863
Other assets 7,573 6,626
-------- -------
Total assets $226,806 224,921
======== =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 14,668 16,276
Accounts payable to affiliates,net 40,581 41,229
Accrued expenses 13,650 13,577
Short term borrowings 35,949 33,149
Short term borrowings-Fresenius AG 3,102 3,650
Current portion long-term debt
and capital lease obligations 11,788 11,703
Income taxes payable 832 365
-------- -------
Total current liabilities 120,570 119,949
Long-term payable, less current portion 1,275 1,275
Note payable to Fresenius North America 274 274
Long-term debt and capital lease
obligations, less current portion 19,895 24,821
-------- -------
Total liabilities 142,014 146,319
Stockholders' equity:
Series F preferred stock,
$1.00 par value 200 200
Common stock, $.01 par value 216 215
Capital in excess of par value 141,986 141,136
Currency translation adjustment (87) (80)
Accumulated deficit (57,523) (62,869)
-------- -------
Total stockholders' equity 84,792 78,602
-------- -------
$226,806 224,921
======== =======
See accompanying notes to consolidated financial statements.
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FRESENIUS USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended
------------------
March 31, March 31,
1996 1995
-------- --------
Net sales $81,062 68,176
Cost of sales 55,566 47,040
------- ------
Gross profit 25,496 21,136
Operating expenses:
Selling, general, administrative,
and research and development 18,949 17,048
------- ------
Operating income 6,547 4,088
Other expense (income):
Interest income (17) (7)
Interest expense 1,418 1,281
Other, net 62 25
------- ------
Income before income taxes 5,084 2,789
Income tax benefit (262) (529)
------- ------
Net income $ 5,346 3,318
======= ======
Net income per common and common
equivalent share:
Primary $ .19 .13
======= ======
Fully diluted $ .19 .13
======= ======
Weighted average number of shares
of common stock and common stock
equivalents used to compute net
income per common and common
equivalent share:
Primary 27,884 25,717
======= ======
Fully diluted 27,936 25,872
======= ======
See accompanying notes to consolidated financial statements.
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FRESENIUS USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
------------------
March 31, March 31,
1996 1995
-------- --------
Net cash provided by (used in)
operating activities $ 5,523 (4,659)
Cash flows from investing activities:
Purchases of property, plant and
equipment (1,760) (9,297)
Proceeds from sales/leaseback of
property, plant and equipment -- 11,768
Validation cost expenditures (1,347) --
------- --------
Net cash provided by (used in)
investing activities (3,107) 2,471
Cash flows from financing activities:
Principal payments under debt and
capital lease obligations (8,994) (8,458)
Proceeds from capital lease
financing arrangement 4,153 4,000
Change in accounts payable to
affiliates, net (648) 5,524
Proceeds from short-term borrowings 10,000 18,280
Change in short-term borrowings
- Fresenius AG (548) 70
Repayment of short-term borrowings (7,200) (16,880)
Proceeds from issuance of common
stock, net 851 276
------- --------
Net cash provided (used in) by
financing activities (2,386) 2,812
Effect of exchange rates on cash (8) 2
------- --------
Net increase in cash
and cash equivalents 22 626
Cash and cash equivalents at
beginning of period 2,330 2,315
------- --------
Cash and cash equivalents at
end of period $ 2,352 2,941
======= ========
See accompanying notes to consolidated financial statements.
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FRESENIUS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
(1) Description of Business
Fresenius USA, Inc. and subsidiaries (the Company) is a manufacturer and
distributor of medical products and systems for sale primarily in the United
States and Canada for the treatment of kidney failure by hemodialysis and by
peritoneal dialysis. The Company is one of only two companies in the United
States offering a full line of both hemodialysis and peritoneal dialysis
machines and disposable products. These machines and products are used to
cleanse a patient's blood of waste products and fluids normally eliminated by
properly functioning kidneys. The Company also sells cell separation products
designed for the therapeutic removal of diseased blood components as well as
collection of donor blood components for transfusion.
(2) Inventories
Inventories are stated at the lower of cost (determined by using first-in,
first-out method) or market value, and consist of the following as of March 31,
1996 and December 31, 1995 (in thousands):
March 31, December 31,
1996 1995
-------- -----------
Raw Materials $32,870 32,192
Work in process 9,733 10,504
Finished goods 27,835 25,707
------- ------
70,438 68,403
Reserves (3,156) (2,697)
------- ------
Inventories, net $67,282 65,706
======= ======
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FRESENIUS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996 AND 1995
(UNAUDITED)
(3) Other Assets
In 1995, the Company completed construction of a dialyzer plant addition to
its manufacturing facility in Ogden, Utah. At March 31, 1996, included in other
assets are $7,989 of validation costs, net of accumulated amortization of $557,
incurred to qualify the products and the associated manufacturing processes for
approval by the U.S. Food and Drug Administration. Such costs are being
amortized on a straight-line basis over an estimated useful life of 3 years upon
commencement of manufacturing.
(4) Income taxes
At December 31, 1995, the Company had net operating loss carryforwards of
approximately $38.4 million for federal income tax reporting purposes. The net
operating losses expire in varying amounts beginning in 1998 through 2006. The
ability of the Company to use carryforwards to offset taxes on its future income
is also subject to certain annual cumulative limitations. The Company believes
that it has sufficient net loss carryforwards to offset any 1996 net income for
federal income tax reporting purposes.
(5) Net Income Per Common and Common Equivalent Share
Net income per common share was computed by dividing net income by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period based on the treasury stock method or the
modified treasury stock method. Stock options, common stock warrants, and the
Series F preferred stock are considered to be common stock equivalents.
The application of the treasury stock method is modified when the
outstanding number of the common shares which would be issued if all outstanding
number of common shares which would be issued if all outstanding options and
warrants and their equivalents were exercised exceeds 20% of the number of
common shares outstanding at the end of the period. When this 20% test is met,
the treasury stock method is first applied to purchase no more than 20% of the
number of common shares outstanding at the end of the period. The balance of any
proceeds remaining is then applied to reduce debt with appropriate recognition
given for any interest expense savings net of income tax expense. These
calculations are aggregated to determine whether the effect on net income per
common share is dilutive or antidilutive. When dilutive, all of the calculations
are utilized when computing net income per common share.
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FRESENIUS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996 AND 1995
(UNAUDITED)
(5) Net Income Per Common and Common Equivalent Share
(Continued)
The computation of fully diluted income per share would also include the
effect of converting other outstanding securities, when the effect is dilutive,
and the additional dilution related to stock options when the market price at
the end of the period is higher than the average price for the period.
(6) Recent Development
On February 4, 1996, W. R. Grace & Co. ("Grace") and Fresenius AG entered
into a definitive agreement (the "Reorganization Agreement") to combine Grace's
National Medical Care, Inc. ("NMC") with Fresenius AG's worldwide dialysis
business, including the Company (the "Reorganization"). The Reorganization
Agreement provides that an aggregate of 55.2% of the shares of the combined
company, to be called Fresenius Medical Care AG, will be issued to Fresenius AG
and the Company's public shareholders provided that Fresenius AG must retain at
least 51% of the shares of the combined company and that Grace shareholders will
acquire the remaining 44.8%. Fresenius AG agreed with Grace that a wholly-owned
subsidiary of Fresenius Medical Care AG would be merged with and into the
Company, with the Company the surviving Corporation (the "Company Merger"), as a
result of which the Company would become a wholly-owned subsidiary of Fresenius
Medical Care AG and that, when the economic terms of the participation of the
Company's minority shareholders in the transaction have been established,
Fresenius AG will vote its shares of the Company in favor of the transaction.
On May 8, 1996, Fresenius AG and the Company jointly announced that an
agreement had been reached between Fresenius AG and a committee of independent
directors of the Company (the "Independent Committee") on the terms on which the
public stockholders of the Company will participate in the Reorganization and
the Company Merger. The Reorganization and the Company Merger were approved by
the Board of Directors of the Company on May 8, 1996.
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FRESENIUS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996 AND 1995
(UNAUDITED)
(6) Recent Development (continued)
Under the terms of the agreement with the Independent Committee, the public
shareholders of the Company were to receive the equivalent of 1.15 ordinary
Shares of Fresenius Medical Care AG, based on the assumption that Fresenius
Medical Care AG would have 217,170,000 shares outstanding. It is currently
intended that Fresenius Medical Care AG will have an aggregate of 70,000,000
ordinary shares outstanding (instead of 217,170,000 as originally proposed) and
that U.S. stockholders will receive American Depository Shares (ADSs) each
evidencing one-third of an ordinary share of Fresenius Medical Care AG. Thus,
the public shareholders of the Company will receive, on a fully diluted basis,
approximately 1.112 ADSs of Fresenius Medical Care AG for each share of Company
Common Stock. The agreement with the Independent Committee also assumes that the
Company will reacquire outstanding stock options or other equity securities,
such that Fresenius AG's fully diluted interest in Fresenius Medical Care AG is
not reduced below 50.3%. Accordingly, the public stockholders of the Company, on
a fully diluted basis, will receive 4.9% of Fresenius Medical Care AG's shares
outstanding after the closing.
(7) Management Representation
The accompanying unaudited consolidated condensed financial statements have
been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission, and reflect all adjustments which, in the
opinion of management, are necessary for a fair statement of the results for the
interim periods presented. Operating results for the three month period ended
March 31, 1996 are not necessarily indicative of the results to be expected for
the year.
Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted pursuant to such rules and regulations. It is
suggested that these consolidated condensed financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
contained in the Company's Form 10-K for the year ended December 31, 1995.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1996 AND 1995
(UNAUDITED)
RESULTS OF OPERATIONS
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
NET SALES. Net sales were $81.1 million for the first quarter 1996, an
increase of $12.9 million or 18.9% compared with net sales of $68.2 million for
the first quarter 1995. The increase in sales for the first quarter of 1996 is
the result of continued higher unit sales volumes for both hemodialysis and
peritoneal dialysis products.
GROSS PROFIT. Gross profit was $25.5 million for the first quarter 1996, an
increase of $4.4 million or 20.6% compared with gross profit of $21.1 million
for the first quarter 1995. Gross profit margin increased from 31.0% for the
first quarter 1995 to 31.5% for the first quarter 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE AND RESEARCH AND DEVELOPMENT
EXPENSE. Selling, general and administrative expense and research and
development expense were $18.9 million for the first quarter 1996, an increase
of $1.9 million or 11.2% compared with $17.0 million for the first quarter 1995.
These expenses as a percentage of net sales were 23.4% for the first quarter
1996 compared to 25.0% for the first quarter of 1995.
INTEREST EXPENSE (NET). Interest expense (net) was $1.4 million for the
first quarter 1996 compared to $1.3 million for the same period of 1995.
INCOME TAX EXPENSE (BENEFIT). Income tax benefit in the first quarter of
1996 was $262,000 compared to income tax benefit of $529,000 for the same period
in 1995. During the first quarter of 1996, the Company recognized a tax benefit
of approximately $1.0 million compared with $849,000 during the first quarter of
1995 related to the Company's net operating loss carryforwards from previous
years.
NET INCOME. Net income was $5.3 million for the first quarter 1996, an
increase of $2.0 million or 61.1% compared to net income of $3.3 million for the
first quarter 1995. Net income for the first quarters 1996 and 1995 included the
above tax benefit which resulted from recognition of a portion of the Company's
deferred tax asset related to the Company's net operating loss carryforwards
from previous years.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION (CONTINUED)
MARCH 31, 1996 AND 1995
(UNAUDITED)
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its operations, working capital and
capital expenditures through bank borrowings obtained with credit support from
Fresenius AG, private placements of Preferred Stock and Common Stock to
Fresenius AG and internally generated funds. During 1995, the Company entered
into a sale leaseback arrangement with a bank without support from Fresenius AG.
In addition, during 1994, the Company successfully completed a public offering
of 3,450,000 shares of its Common Stock, realizing proceeds, after payment of
expenses, of approximately $16.2 million. Since 1990, the Company has realized
$19.5 million in net proceeds from private placements of Preferred and Common
Stock to Fresenius AG, all of which was utilized to reduce outstanding
obligations to Fresenius AG and affiliated companies.
In 1995, the Company completed construction of a 104,000 square foot
addition to its manufacturing facility in Ogden, Utah for the manufacture of
polysulfone dialyzers. The Company expended $39.5 million for the construction
and equipping of the expanded facility as of March 31, 1996. During 1995, the
Company entered into a sale leaseback arrangement with a bank which covers the
sale by the Company of approximately $27.0 million of certain new equipment of
the Company's dialyzer facility at its Ogden, Utah plant to the bank and the
leaseback of the equipment under a four year operating lease that has renewal
options and a purchase option at fair market value. Although the rent payments
on the lease are variable based on the three-month London Interbank Offered Rate
(LIBOR), the Company has effectively fixed its rent expense through the use of
interest rate swap agreements. If the Company elects not to purchase the
equipment or renew the lease at the end of the lease term, the Company will be
obligated to pay a termination fee of up to $20,250 to be offset by the sales
proceeds from the Company remarketing the equipment.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION (CONTINUED)
MARCH 31, 1996 AND 1995
(UNAUDITED)
As of March 31, 1996, the Company had outstanding short-term borrowings of
$35.9 million under lines of credit with six commercial banks. In March 1995,
the Company replaced a $15.0 million line of credit supported by Fresenius AG
with a $20.0 million line of credit secured by the Company's accounts
receivable. As of March 31, 1996, the Company had borrowed $10.3 million under
this $20.0 line of credit. The Company's lines of credit provide for a total
credit availability of $47.0 million. Fresenius AG has provided credit support
to enable the Company to obtain various term loans and short-term lines of
credit. In addition, at March 31, 1996, the Company had fully drawn the amount
available under a $3.1 million short-term line of credit with Fresenius AG, the
terms of which are similar to those of the lines of credit with the six
commercial banks described above.
At March 31, 1996, the Company had outstanding two interest rate swap
agreements with a commercial bank for an aggregate of $25.0 million. These
agreements effectively change the Company's rent expense on its variable payment
operating lease to fixed rates based on 8.02% and 5.60%, respectively.
The Company believes that its committed and possible future bank or other
commercial financing, combined with internally generated funds and the sale of
additional debt or equity securities, will be sufficient to fund the Company's
working capital requirements and other obligations in the foreseeable future.
On May 8, 1996, the Company entered into a letter agreement among the
Company, Fresenius AG and with W.R. Grace & Co. to which the Company will merge
with Fresenius Medical Care AG, a German corporation. The terms of the
agreement are more fully described in Part II, Item 5 hereof.
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PART II
Item 5. Other Information
On February 4, 1996, W. R. Grace & Co. ("Grace") and Fresenius AG entered
into a definitive agreement (the "Reorganization Agreement") to combine Grace's
National Medical Care, Inc. ("NMC") with Fresenius AG's worldwide dialysis
business, including the Company (the "Reorganization"). The Reorganization
Agreement provides that an aggregate of 55.2% of the shares of the combined
company, to be called Fresenius Medical Care AG, will be issued to Fresenius AG
and the Company's public shareholders provided that Fresenius AG must retain at
least 51% of the shares of the combined company and that Grace shareholders will
acquire the remaining 44.8%. Fresenius AG agreed with Grace that a wholly-owned
subsidiary of Fresenius Medical Care AG would be merged with and into the
Company, with the Company the surviving Corporation (the "Company Merger"), as a
result of which the Company would become a wholly-owned subsidiary of Fresenius
Medical Care AG and that, when the economic terms of the participation of the
Company's minority shareholders in the transaction have been established,
Fresenius AG will vote its shares of the Company in favor of the transaction.
On May 8, 1996, Fresenius AG and the Company jointly announced that an
agreement had been reached between Fresenius AG and a committee of independent
directors of the Company (the "Independent Committee") on the terms on which the
public stockholders of the Company will participate in the Reorganization and
the Company Merger. The Reorganization and the Company Merger were approved by
the Board of Directors of the Company on May 8, 1996.
Under the terms of the agreement with the Independent Committee, the
public shareholders of the Company were to receive the equivalent of 1.15
ordinary Shares of Fresenius Medical Care AG, based on the assumption that
Fresenius Medical Care AG would have 217,170,000 shares outstanding. It is
currently intended that Fresenius Medical Care AG will have an aggregate of
70,000,000 ordinary shares outstanding (instead of 217,170,000 as originally
proposed) and that U.S. stockholders will receive American Depository Shares
(ADSs) each evidencing one-third of an ordinary share of Fresenius Medical
Care AG. Thus, the public shareholders of the Company will receive, on a fully
diluted basis, approximately 1.112 ADSs of Fresenius Medical Care AG for each
share of Company Common Stock. The agreement with the Independent Committee
also assumes that the Company will reacquire outstanding stock options or
other equity securities, such that Fresenius AG's fully diluted interest in
Fresenius Medical Care AG is not reduced below 50.3%. Accordingly, the public
stockholders of the Company, on a fully diluted basis, will receive 4.9% of
Fresenius Medical Care AG's shares outstanding after the closing.
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PART II (CONTINUED)
Item 5. Other Information (continued)
At the time the Company's Board of Directors approved the Reorganization
and the Company Merger, the Company entered into two agreements. Pursuant to a
letter agreement among Fresenius AG, the Company and Grace (the "Joinder
Agreement"), the Company undertook the obligations of a party to the
Reorganization Agreement and, for itself, made directly to Grace certain
representations and warranties, including the representations and warranties in
the Reorganization Agreement with respect to the Company. Under the Joinder
Agreement, the Company's undertaking and its representations and warranties made
therein shall be null and void if, immediately prior to the effective time of
the Company Merger, the number of Company "Common Share Equivalents" (i.e., the
aggregate number of shares of Company Common Stock (i) outstanding and (ii)
underlying options, warrants and convertible securities of the Company) exceeds
9,253,331. The Joinder Agreement also reduced the percentage of Fresenius
Medical Care AG ordinary shares required to be held by Fresenius AG upon
consummation of the Reorganization from 51% to 50.3%.
Pursuant to a separate agreement between the Company and Fresenius AG (the
"Supplemental Agreement"), the Company and Fresenius AG agreed that $75 million
in liquidated damages payable to Fresenius AG under the Reorganization Agreement
upon termination of that agreement for certain specified causes would be payable
$49.5 million to Fresenius AG and $25.5 million to the Company and that, if the
Reorganization is not consummated, Fresenius AG and the Company will bear 66%
and 34%, respectively, of their aggregate fees and expenses. The Supplemental
Agreement also confirms certain understandings of Fresenius AG and the Company
relating to the exchange ratio of Fresenius Medical Care AG ordinary shares for
Company Common Stock, including the Company's intention to repurchase sufficient
vested and unvested stock purchase options held by Company employees and other
equity securities of the Company so that, immediately prior to the Company
Merger, there shall be no more that 9,253,331 Company Common Share Equivalents.
Such sharing arrangements and understandings will also be null and void if
immediately prior to the effective time of the Company merger, the number of
Company Common Share equivalents exceeds 9,253,331.
The summaries of the Joinder Agreement and the Supplemental Agreement set
forth above are qualified in their entirety by reference to such agreements,
which are filed as Exhibits to this Quarterly Report.
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PART II (CONTINUED)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit
Exhibit 10.22 - Agreement and Plan of Reorganization dated
February 4, 1996 between Fresenius AG and W.R.
Grace & Co. (incorporated by reference to Exhibit
No. 15 to Amendment No. 13 to the Schedule 13D
filed by Fresenius AG and Fresenius Securities
Inc. on February 8, 1996)
Exhibit 10.23 - Letter agreement dated May 8, 1996 among
Fresenius AG, Fresenius USA, Inc. and W.R. Grace &
Co.
Exhibit 10.24 - Agreement dated May 8, 1996 between Fresenius AG
and Fresenius USA, Inc.
Exhibit 11 Statement of Computation of Net Income Per Common
Share.
Exhibit 99.1 - Joint Press Release of Fresenius AG and Fresenius
USA, Inc.
(b) Reports on Form 8-K
No current reports on Form 8-K were filed by the registrant during the
period covered by this report.
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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.
May 13, 1995 /s/ Heinz Schmidt
--------------------------------
Corporate Group
Vice President Finance
(Principal Financial
Officer)
/s/ Robert E. Farrell
---------------------------------
Corporate Group
Vice President
Administration and
General Counsel
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Exhibit Index
Exhibit 10.22 - Agreement and Plan of Reorganization dated
February 4, 1996 between Fresenius AG and W.R.
Grace & Co. (incorporated by reference to Exhibit
No. 15 to Amendment No. 13 to the Schedule 13D
filed by Fresenius AG and Fresenius Securities
Inc. on February 8, 1996)
Exhibit 10.23 - Letter agreement dated May 8, 1996 among
Fresenius AG, Fresenius USA, Inc. and W.R. Grace &
Co.
Exhibit 10.24 - Agreement dated May 8, 1996 between Fresenius AG
and Fresenius USA, Inc.
Exhibit 11 Statement of Computation of Net Income Per Common
Share.
Exhibit 99.1 - Joint Press Release of Fresenius AG and Fresenius
USA, Inc.
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