-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhA9RyG8W/UqPbAcIUgNQ2JFAPqNiwms8iNXmIcqT+6VUM4f0e1nxpJtXYJT6Luy 60RsOGB5U0UDu62tcvpeKA== 0000950123-97-002609.txt : 19970520 0000950123-97-002609.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950123-97-002609 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970326 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRESENIUS NATIONAL MEDICAL CARE HOLDINGS INC CENTRAL INDEX KEY: 0000042872 STANDARD INDUSTRIAL CLASSIFICATION: 3841 IRS NUMBER: 133461988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 97565284 BUSINESS ADDRESS: STREET 1: TWO LEDGEMONT CENTER STREET 2: 95 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6174029000 FORMER COMPANY: FORMER CONFORMED NAME: GRACE W R & CO /NY/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GRACE W R & CO /CT/ DATE OF NAME CHANGE: 19900423 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- 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): March 26, 1997 FRESENIUS NATIONAL MEDICAL CARE HOLDINGS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York ---------------------------------------------- (State or other jurisdiction of incorporation) 1-3720 13-3461988 - - - - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) Two Ledgemont Center, 95 Hayden Avenue Lexington, Massachusetts 02173 - - - - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 402-9000 Not Applicable - - - - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 4. Changes in Registrant's Certifying Accountant (a) Previous independent accountants (i) Effective September 30, 1996, and in connection with the consummation of the Reorganization among Registrant, Fresenius AG and Fresenius USA, Inc., Registrant dismissed Price Waterhouse LLP as its independent accountants. (ii) The reports of Price Waterhouse LLP on the financial statements of Registrant for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) Effective March 26, 1997, the Registrant's Board of Directors ratified the decision to change Registrant's independent accountants. (iv) In connection with its audits for the two most recent fiscal years and through September 30, 1996, there have been no disagreements with Price Waterhouse LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements if not resolved to the satisfaction of Price Waterhouse LLP, would have caused them to make reference thereto in their report on the financial statements for such years. (v) During the two most recent years and through September 30, 1996, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v). (vi) On March 25, 1997, the Registrant requested that Price Waterhouse LLP furnish it with a letter addressed to the Commission stating whether or not Price Waterhouse LLP agrees with the above statements. A copy of such letter dated March 26, 1997, is filed as Exhibit 16.1 to this Form 8-K. (b) New independent accountants (i) Subsequent to the consummation of the Reorganization among Registrant, Fresenius AG and Fresenius USA, pursuant to which the Registrant became a subsidiary of Fresenius Medical Care AG ("Fresenius Medical Care''), the registrant engaged KPMG Peat Marwick LLP ("KPMG'') as its independent accountants to examine and report on the Registrant's financial statements at and for the year ended December 31, 1996. Reference is made to the Registrant's Report on Form 8-K dated October 15, 1996 for a description of the transactions comprising the Reorganization. The engagement of KPMG was approved by Fresenius Medical Care and ratified by the Registrant's Board of Directors effective March 26, 1997. Prior to the Reorganization, KPMG were the independent accountants for Fresenius USA and KPMG Deutsche- Treuhand Gesellschaft ("KPMG D-TG'') were the independent accountants for Fresenius AG. KPMG D-TG are currently the independent accountants for Fresenius Medical Care. (ii) In connection with the engagement of KPMG, the Registrant and Fresenius Medical Care consulted with KPMG and KPMG D-TG concerning the accounting treatment of the Reorganization. In accordance with the advice of KPMG, the Reorganization has been treated as a purchase of the Registrant by Fresenius Medical Care. 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 16.1 Letter from Price Waterhouse LLP pursuant to Regulation S-K, Item 304 1 3 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 NATIONAL MEDICAL CARE HOLDINGS, INC. DATE: March 26, 1997 By: /s/ Robert W. Armstrong, III ------------------------------------- Name: Robert W. Armstrong, III Title: Principal Accounting Officer 2 4 EXHIBIT INDEX Exhibit 16.1 Letter from Price Waterhouse LLP pursuant to Regulation S-K, Item 304 EX-16.1 2 LETTER FROM PRICE WATERHOUSE 1 March 26, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Fresenius National Medical Care Holdings, Inc. We have read Item 4 of Fresenius National Medical Care Holdings, Inc.'s Form 8-K dated March 26, 1997 and are in agreement with the statements contained in paragraph 4(a) therein. Yours very truly, Price Waterhouse LLP -----END PRIVACY-ENHANCED MESSAGE-----