0001019056-12-000219.txt : 20120216 0001019056-12-000219.hdr.sgml : 20120216 20120216090215 ACCESSION NUMBER: 0001019056-12-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 GROUP MEMBERS: FRESENIUS SE & CO. KGAA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fresenius Medical Care AG & Co. KGaA CENTRAL INDEX KEY: 0001333141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81713 FILM NUMBER: 12617814 BUSINESS ADDRESS: STREET 1: ELSE-KROENER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: 61352 BUSINESS PHONE: 011-49-6172-6090 MAIL ADDRESS: STREET 1: ELSE-KROENER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: 61352 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fresenius SE & Co. KGaA CENTRAL INDEX KEY: 0000904868 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ELSE-KROENER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: 61346 BUSINESS PHONE: 011-49-6172-608-0 MAIL ADDRESS: STREET 1: ELSE-KROENER STRASSE 1 CITY: BAD HOMBURG STATE: 2M ZIP: 61346 FORMER COMPANY: FORMER CONFORMED NAME: FRESENIUS SE DATE OF NAME CHANGE: 20080715 FORMER COMPANY: FORMER CONFORMED NAME: FRESENIUS AKTIENGESELLSCHAFT DATE OF NAME CHANGE: 19960207 SC 13D/A 1 fresenius_se13da6.htm SCHEDULE 13D/A 6 Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)

FRESENIUS MEDICAL CARE AG & CO. KGaA
(Name of Issuer)
 
Ordinary Shares without par value
(Title of Class of Securities)
 
358029 10 6
(CUSIP Number)
 
Robert A. Grauman, Esq.
Baker & McKenzie LLP
1114 Avenue of the Americas
New York NY 10036
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
February 14, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 358029 10 6
  
               
1.
   Names of Reporting Persons.      
               
       
Fresenius SE & Co. KGaA
      
               
2.
   Check the Appropriate Box if a Member of a Group (See Instructions)  
(a)
o
           
(b)
o
3.
   SEC Use Only      
           
               
4.
   Source of Funds (See Instructions)  WC, BK      
               
5.
   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
o
               
6.
   Citizenship or Place of Organization      
               
       
Germany
      
               
Number of Shares Beneficially Owned by Each Reporting Person With
7.
  
Sole Voting Power
      
     
94,003,450
    
           
8.
  
Shared Voting Power
      
     
0
    
           
9.
  
Sole Dispositive Power
      
     
94,003,450
    
           
10.
  
Shared Dispositive Power
      
   
 
0
    
               
11.
  
 
  
Aggregate Amount Beneficially Owned by Each Reporting Person
  
 
           
94,003,450
               
12.
  
 
  
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
    
o
               
13.
  
 
  
Percent of Class Represented by Amount in Row (11)
      
 
      
31.4%
      
14.
  
 
  
Type of Reporting Person
      
 
      
PN
      
 
 
2
 
 
    This Amendment No. 6 to the Schedule 13D initially filed on October 15, 1996, as amended and restated by Amendment No. 1 filed April 5, 2006, Amendment No. 2 filed July 7, 2008, Amendment No. 3 filed February 4, 2011, Amendment No. 4 filed August, 19, 2011 and Amendment No. 5 filed November 16, 2011 (as so amended and restated, the “Schedule 13D”) is filed by Fresenius SE & Co. KGaA, a partnership limited by shares organized under the laws of Germany (“Fresenius KGaA”), with respect to the ordinary shares without par value of Fresenius Medical Care AG & Co. KGaA (the “Company”).  Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D.  Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by the addition of the following information:

    The total purchase price for the 3,123,068 ordinary shares acquired by Fresenius KGaA, as reported in Item 5 below, was approximately €163,991,638.38. The funds utilized by Fresenius KGaA to purchase such shares were acquired from cash flow from operations and existing credit lines.
 
Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by the addition of the following information:

    Fresenius KGaA acquired the 3,123,068 shares reported in Item 5 below in accordance with its previously announced intention (disclosed in a press release issued by Fresenius KGaA on November 16, 2011 and reported in Amendment No. 5 to this Schedule 13D filed on November 16, 2011) to increase its voting interest in the Company by purchasing approximately 3,500,000 ordinary shares of the Company and thereby to assure that its fully diluted voting interest in the Company (taking into account the potential exercise of stock options issued by the Company) remains above 30%.  Fresenius KGaA expects to purchase additional ordinary shares until it has acquired a total of approximately 3,500,000 ordinary shares, as contemplated by its November 16, 2011 announcement.  Thereafter, consistent with its intentions as set forth in the November 16, 2011 announcement, Fresenius KGaA may acquire additional ordinary shares at any time in open market purchases, in private transactions, or otherwise, to maintain its voting interest in the Company above 30%.
 
Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by the addition of the following information:

    On the date of this Schedule 13D (Amendment No. 6), after giving effect to the purchase of 3,123,068 ordinary shares of the Company, Fresenius KGaA is the beneficial owner of 94,003,450 ordinary shares, constituting approximately 31.4% of the Company’s outstanding voting shares (calculated with reference to 299,673,007 ordinary shares outstanding, as reported by the Company in its Report on Form 6-K dated and furnished to the Commission on November 3, 2011.  Fresenius Management SE, the general partner of Fresenius KGaA, exercises investment and dispositive power over the ordinary shares of the Company owned by Fresenius KGaA and may be deemed the beneficial owner of such shares.  For information regarding the ownership of Fresenius Management SE, see Fresenius KGaA’s Schedule 13D (Amendment No. 3).

 
3
 
 
    Subsequent to the filing of Schedule 13D (Amendment No. 5) on November 16, 2011, Fresenius KGaA has made the following purchases of the Company’s ordinary shares, all of which were purchased in private transactions from a financial institution:
 
Date
  
No. of Shares
  
Price/Share
         
11/22/11
  
269,230
  
€50.570
11/29/11
  
269,230
  
€49.153
12/6/11
  
269,230
  
€50.802
12/13/11
  
269,230
  
€50.169
12/20/11
  
269,230
  
€50.937
12/27/31
  
  53,846
  
€51.578
1/3/12
  
107,692
  
€53.432
1/10/12
  
269,230
  
€54.731
1/17/12
  
269,230
  
€53.714
1/24/12
  
269,230
  
€53.763
1/31/12
  
269,230
  
€54.177
2/7/12
  
269,230
  
€54.766
2/14/12
  
269,230
  
€54.646
 
    Except for Fresenius KGaA’s purchase of 3,123,069 ordinary shares of the Company, as reported herein, neither Fresenius KGaA nor, to its knowledge, any of the members of the management board or the supervisory board of Fresenius Management SE or of the supervisory board of Fresenius KGaA, has effected any transactions in the ordinary shares during the 60 days preceding the date of this Schedule 13D (Amendment No. 6).
 
 
4
 

Signature
 
    After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 16, 2012
 
 
FRESENIUS SE & Co. KGaA
 
a partnership limited by shares, represented by FRESENIUS MANAGEMENT SE, its general partner
     
 
By:
/s/ Stephan Sturm
  Name:
Stephan Sturm
  Title:
Member of the Board of Management and Chief Financial Officer
     
 
By:
/s/ Dr. Jürgen Götz
  Name:
Dr. Jürgen Götz
  Title:
Member of the Board of Management, Chief Legal and Compliance Officer, and Labor Relations Director
 
 
5