<PAGE>
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)
April 4, 1995
FMC Corporation
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-0479804
- --------------------------------------------------------------------------------
(State or other juris- (Commission File Number) (I.R.S. Employer
diction of incorporation) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(312) 861-6000
---------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1
<PAGE>
Page 2
Item 5. Other Events
------------
FMC PROPOSES TO ACQUIRE MOORCO INTERNATIONAL
Chicago, April 4, 1995 - - FMC Corporation today announced that it has proposed
to acquire Moorco International (MRC) for approximately $223 million in a
negotiated merger transaction whereby Moorco stockholders would receive $20.00
per share in cash for the 11.1 million shares. A letter was delivered to the
Chairman and President of Moorco International on Monday, April 3, 1995. The
text of the letter follows:
April 3, 1995
Board of Directors
Moorco International, Inc.
2800 Post Oak Blvd. Suite 5701
Houston, TX 77056-6111
Attention: Keith S. Wellin
Chairman of the Board
Michael L. Tiner
President and Chief Executive Officer
Gentlemen:
Based upon study and analysis of publicly available information, the Management
and the Board of Directors of FMC have concluded that the combination of Moorco
and FMC would be in the long-term best interests of the stockholders, employees
and other constituencies of both companies. As you know, FMC is one of the
world's leading producers of chemicals and machinery for industry, agriculture
and government with an equity market capitalization of approximately $2.2
billion. We believe that a combination of the marketing resources, geographic
reach and financial strength of our Energy and Transportation Equipment Group
with the complementary Moorco product lines, customers and geographic markets
would be well positioned in today's global marketplace.
Importantly, FMC believes one of the key assets of Moorco is its employees, and
we look forward to building an organization in which employees of both companies
have expanded opportunities.
Page 2
<PAGE>
Page 3/FMC PROPOSES TO ACQUIRE MOORCO INTERNATIONAL
As authorized by FMC's Board of Directors at a special meeting today, we hereby
propose to acquire Moorco for approximately $223 million in a negotiated merger
transaction whereby your stockholders would receive $20.00 per share, in cash,
for the 11.1 million outstanding shares. FMC has adequate financial resources
for the proposed transaction.
We believe that your stockholders will be enthusiastic about this opportunity
to realize immediately the long-term potential of their investment in Moorco.
The proposal is 45 percent higher than the $13-3/4 closing price of Moorco's
common stock on Friday, March 31. In addition, our proposal represents a
multiple of 21.5x Moorco's latest twelve months' net income. Consequently, FMC
believes that its proposal is fair and that this price represents a full
valuation of Moorco. However, since this proposal is based on public
information, if Moorco can demonstrate additional value, we would consider
offering a higher price.
Our proposal is subject to the execution of a mutually satisfactory merger
agreement containing customary terms and conditions and the receipt of required
regulatory approvals. Our proposal is for the existing Moorco business. However,
as part of our negotiations, we are prepared to discuss the status of your
proposal for Daniel Industries. FMC is prepared to move forward promptly to
negotiate an agreement and to close a transaction. We look forward to meeting
with you, a committee of your Board, or Moorco's full Board to discuss these
matters further and to answer any questions concerning our proposal and FMC.
Very truly yours,
FMC CORPORATION
Robert N. Burt
Chairman and Chief Executive Officer
Page 3
<PAGE>
Page 4/FMC PROPOSES TO ACQUIRE MOORCO INTERNATIONAL
FMC Corporation is one of the world's leading producers of chemicals and
machinery for industry, government and agriculture. The Chicago-based company
reported annual sales of $4 billion in 1994, with international sales to more
than 100 countries accounting for 49 percent of total annual revenues. FMC
employs 21,000 people at 97 manufacturing facilities and mines in 21 countries.
The company divides its businesses into five major segments: Performance
Chemicals, Industrial Chemicals, Machinery and Equipment, Defense Systems, and
Precious Metals.
# # #
Page 4
<PAGE>
Page 5/FMC PROPOSES TO ACQUIRE MOORCO INTERNATIONAL
Signature
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 hereunto duly authorized.
FMC Corporation
Registrant
Date: April 4, 1995 By: /s/ Cheryl A. Francis
------------------------------
Name: Cheryl A. Francis
Title: Vice President and
Treasurer
Page 5
