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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)
May 3, 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 May 3, 1996, FMC Gold Company, an 80-percent owned subsidiary of FMC
Corporation, issued the following release:
FMC GOLD CONSIDERS REINCORPORATION, SECONDARY PUBLIC OFFERING
CHICAGO, May 3, 1996 -- FMC Gold Company and FMC Corporation today announced
that the FMC Gold board of directors authorized the filing of documents with
securities regulators in the United States relating to the possible
reincorporation of FMC Gold into Canada. In addition, the board approved the
filing of documents with securities regulators in Canada relating to a possible
secondary public offering of FMC Corporation's 80 percent equity interest in FMC
Gold.
These filings are consistent with the previously announced and ongoing
review of strategic options for FMC Gold. Those options include a possible sale
of the company, a public offering of a portion or all of FMC's 80 percent equity
interest in FMC Gold, as well as the sale of some or all of the company's
assets.
The preliminary proxy filing outlines the possible reincorporation of FMC
Gold through an existing Canadian parent company, which would be named Vulcan
Gold Inc. Following such reincorporation, FMC would make a secondary public
offering in Canada and Europe of substantially all of its equity interest in
Vulcan Gold Inc. However, the reincorporation will not occur unless FMC is able
to sell its equity interest on acceptable terms.
-more-
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The reincorporation would be accomplished by a merger involving a Canadian
company and FMC Gold. In exchange for each FMC Gold share, FMC Gold
stockholders would receive one common share of Vulcan Gold plus a cash payment
of $.02. Because the reincorporation transaction would be taxable to FMC Gold
stockholders, under the terms of the merger agreement, persons who were U.S.
stockholders prior to May 3, 1996, will be entitled to a compensatory payment
based on an assumed 31 percent tax rate on the U.S. taxable gain they would
realize in the reincorporation transaction. FMC would fund the compensatory tax
payment.
FMC Gold Chairman Larry D. Brady said that the reincorporation and
secondary offering are being considered because they provide greater access to
Canadian capital markets and investors, and may facilitate the separation of FMC
Gold from FMC. "Our ongoing review of strategic options indicates that, subject
to market conditions, the reincorporation and secondary offering transactions
may benefit FMC Gold's stockholders more than other alternative transactions
being considered," said Brady. "Current stockholders of FMC Gold would be able
to preserve their existing equity interest in FMC Gold as stockholders of a new,
independent public company. As an independent company, Vulcan Gold could better
pursue future acquisition, exploration and development opportunities."
-more-
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The reincorporation and offering transactions would be subject to approval
of a definitive merger agreement by the FMC Gold board of directors and
stockholders, as well as the successful marketing of FMC's equity interest and
other conditions. Subject to favorable conditions, the transactions could occur
in the third quarter of this year. However, due to uncertainties regarding
these conditions and the continuing strategic review process involving the sale
of FMC Gold or its assets, there is no assurance that this transaction will be
completed, or even formally proposed.
In the event of a reincorporation, the current FMC Gold management team,
headed by Brian J. Kennedy, president and chief operating officer, would lead
Vulcan Gold, and a new board of directors would be selected. Vulcan Gold would
have its registered office in Vancouver, British Columbia.
FMC Gold, whose principal office is in Reno, Nevada, is 80 percent owned by
FMC Corporation and is engaged in precious metals exploration, development and
production.
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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: May 3, 1996 By: /s/ Robert L. Day
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Name: Robert L. Day
Title: Secretary
