================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of December 2005
FRESENIUS MEDICAL CARE CORPORATION
(Translation of registrant's name into English)
Else-Kroner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82
================================================================================
Fresenius Medical Care AG (the "Company") issued a press release on
November 30, 2005 announcing that, in connection with its acquisition of Renal
Care Group, Inc. ("RCG") and its subsidiaries pursuant to an Agreement dated as
of May 3, 2005, Florence Acquisition, Inc. ("Florence"), an indirect subsidiary
of the Company, is offering to purchase for cash any and all of the $159,685,000
outstanding principal amount of 9% Senior Subordinated Notes due 2011 (the
"Notes") of RCG, on the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated November 30, 2005 and
the accompanying Consent and Letter of Transmittal. Florence is also soliciting
consents from holders of the Notes for certain amendments that would, among
other things, eliminate substantially all of the restrictive covenants and
certain of the events of default contained in the indenture under which the
Notes were issued.
The consummation of the tender offer and consent solicitation is subject
to a number of conditions, as further described in the subject press release. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
This Report on Form 6-K shall be incorporated by reference in the
Registration Statement on Form F-4 (Registration No. 333-128899) filed October
7, 2005, by the Company and shall be part thereof and the prospectus included
therein from the date on which this report is filed, to the extent not
superseded by documents or reports subsequently filed or furnished by the
Company with the U.S. Securities and Exchange Commission.
EXHIBITS
Exhibit 99.1 Investor news release dated November 30, 2005
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.
DATE: December 1, 2005
FRESENIUS MEDICAL CARE
AKTIENGESELLSCHAFT
By: /s/ BEN LIPPS
-------------------------------------
Name: Dr. Ben Lipps
Title: Chief Executive Officer and
Chairman of the Management Board
By: /s/ LAWRENCE A. ROSEN
-------------------------------------
Name: Lawrence A. Rosen
Title: Chief Financial Officer