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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
July 24, 1996
FMC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-0479804
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(address of principal executive offices) (Zip Code)
(312) 861-6000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On July 24, 1996, FMC Gold Company, an 80-percent owned subsidiary of FMC
Corporation, issued the following release:
FMC Gold Announces Results of Special Stockholder Meeting;
FMC Corporation Announces Pricing of Secondary Offering
CHICAGO, July 24, 1996 -- FMC Gold Company announced today that at a special
meeting held on July 23, 1996, its stockholders approved the merger agreement
by which the company would reincorporate in Canada through a merger with a
subsidiary of Meridian Gold Inc., a Canadian company. Of the shares represented
at the meeting, 70,152,049 shares, or 99.5 percent, voted in favor of the
merger. FMC Gold shareholders also approved the adoption of a new stock option
plan, effective after the closing of the reincorporation merger.
Separately, FMC Corporation announced that on July 23, 1996, it executed an
underwriting agreement with a syndicate led by CIBC Wood Gundy Securities Inc.
and Nesbitt Burns, Inc. to sell 53,506,363 common shares (represented by
installment receipts) of Meridian Gold Inc., representing approximately 91
percent of FMC's equity ownership in the company. The syndicate also has an
option to purchase FMC's remaining 9 percent interest within 30 days from July
23, 1996. The price is Cdn$5.00 per share, or approximately $3.65 (U.S.) per
share at the noon spot rate, quoted by the Bank of Canada on July 23. The
installment receipts are payable in two installments, the first due at the
closing of the offering, and the second due on the first anniversary of the
closing.
The proposed reincorporation merger and secondary offering are subject to
various closing conditions, but are expected to close on July 31, 1996.
FMC Gold, whose principal office is in Reno, Nevada, is engaged in the
exploration, development and production of precious metals.
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PAGE 3
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: July 24, 1996 By: /s/ Robert L. Day
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Name: Robert L. Day
Title: Secretary
