<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ll-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended ......... March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ...........to...........
Commission file number.................................
A. FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
(Full title of the Plan)
B. FMC CORPORATION
200 East Randolph Drive, Chicago, Illinois 60601
(Name and Address of Issuer)
<PAGE>
SIGNATURES
- ----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
FMC Corporation, as Plan Administrator, has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
FMC EMPLOYEES' THRIFT AND
STOCK PURCHASE PLAN
By /s/ W. J. Kirby
-------------------------
W. J. Kirby
Vice President-Administration
FMC Corporation
(Plan Administrator)
Dated: September 26, 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FMC Corporation:
We have audited the accompanying statements of financial position of FMC
Employees' Thrift and Stock Purchase Plan (the Plan) as of March 31, 1996 and
1995, and the related statements of earnings and changes in plan equity for each
of the years in the three-year period ended March 31, 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FMC Employees' Thrift and Stock
Purchase Plan as of March 31, 1996 and 1995, and the results of its operations
and the changes in its plan equity for each of the years in the three-year
period ended March 31, 1996 in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Chicago, Illinois
September 26, 1996
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF FINANCIAL POSITION
--------------------------------
(In thousands)
<TABLE>
<CAPTION>
March 31, 1996 March 31, 1995
-------------- --------------
Assets
- ------
<S> <C> <C>
Investment in the FMC Corporation Salaried
Employees' Master Trust (Notes 2 and 3) $832,912 $755,514
-------- --------
Total Investments 832,912 755,514
Participant Loans Receivable 26,512 31,128
-------- --------
Total Assets $859,424 $786,642
======== ========
Liabilities and Plan Equity
- ---------------------------
Liabilities:
Payables - (Receivables) $ (558) $ (591)
-------- --------
Total Liabilities (558) (591)
-------- --------
Plan Equity 859,982 787,233
-------- --------
Total Liabilities and Plan Equity $859,424 $786,642
======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Year Ended
March 31, 1996
-------------------------------------------
Fixed
Combined Stock Income Equity
Balance Fund Fund Fund
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net investment income from the
FMC Corporation Salaried
Employees' Master Trust $ 22,615 $ 69 $ 19,001 $ 3,545
--------- -------- -------- -------
Total investment income 22,615 69 19,001 3,545
Realized and unrealized
gains (losses), net 109,893 102,723 (2,798) 9,968
Contributions and deposits:
Participating employees 30,044 20,479 5,823 3,742
FMC Corporation 13,729 13,729 -- --
--------- -------- -------- -------
Total additions 176,281 137,000 22,026 17,255
--------- -------- -------- -------
Employee withdrawals from the plan (103,503) (53,961) (43,381) (6,161)
Fund transfers -- (5,374) 5,523 (149)
Expenses (29) (29) -- --
--------- -------- -------- -------
Total deductions (103,532) (59,364) (37,858) (6,310)
--------- -------- -------- -------
Net increase (decrease) 72,749 77,636 (15,832) 10,945
Plan equity, beginning of year 787,233 481,863 261,391 43,979
--------- -------- -------- -------
Plan equity, end of year $ 859,982 $559,499 $245,559 $54,924
========= ======== ======== =======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Year Ended
March 31, 1995
------------------------------------------------------
Fixed
Combined Stock Income Equity ESOP
Balance Fund Fund Fund Fund
---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net investment income from
the FMC Corporation Salaried
Employees' Master Trust $ 27,878 $ 19,226 $ 4,976 $ 3,676 $
--
Dividends 1,749 -- -- 1,749 --
Interest 14,173 940 13,142 90 1
--------- -------- -------- -------- --------
Total investment income 43,800 20,166 18,118 5,515 1
Realized and unrealized gains
(losses), net (Note 4) 86,981 77,728 -- 597 8,656
Contributions and deposits:
Participating employees $ 37,567 24,717 7,915 4,935 --
FMC Corporation 16,178 16,178 -- -- --
--------- -------- -------- -------- --------
Total additions 184,526 138,789 26,033 11,047 8,657
--------- -------- -------- -------- --------
Employee withdrawals
from the plan (113,684) (60,434) (41,466) (10,541) (1,243)
Fund transfers -- (12,689) 10,174 2,515 --
ESOP transfer to Stock Fund -- 45,165 -- -- (45,165)
(Note 1)
Expenses (188) -- (188) -- --
--------- -------- -------- -------- --------
Total deductions (113,872) (27,958) (31,480) (8,026) (46,408)
--------- -------- -------- -------- --------
Net increase (decrease) 70,654 110,831 (5,447) 3,021 (37,751)
Plan equity, beginning of year 716,579 371,032 266,838 40,958 37,751
--------- -------- -------- -------- --------
Plan equity, end of year $ 787,233 $481,863 $261,391 $ 43,979 $ --
========= ======== ======== ======== --------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended
March 31, 1994
----------------------------------------------------
Fixed
Combined Stock Income Equity ESOP
Balance Fund Fund Fund Fund
-------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 4,638 $ $ $ 4,638 $
-- -- --
Interest 20,873 1,178 19,608 85 2
-------- -------- -------- ------- -------
Total investment income 25,511 1,178 19,608 4,723 2
Realized and unrealized gains
(losses), net (Note 4) (11,797) (8,372) -- (2,430) (995)
Contributions and deposits:
Participating employees 40,894 27,040 8,594 5,260 --
FMC Corporation 18,032 18,032 -- -- --
-------- -------- -------- ------- -------
Total additions 72,640 37,878 28,202 7,553 (993)
Employee withdrawals from the plan (57,583) (27,638) (24,453) (2,341) (3,151)
Fund transfers -- (8,901) 5,466 3,435 --
Expenses (63) -- (63) -- --
-------- -------- -------- ------- -------
Total deductions (57,646) (36,539) (19,050) 1,094 (3,151)
-------- -------- -------- ------- -------
Net increase (decrease) 14,994 1,339 9,152 8,647 (4,144)
Plan equity, beginning of year 701,585 369,693 257,686 32,311 41,895
-------- -------- -------- ------- -------
Plan equity, end of year $716,579 $371,032 $266,838 $40,958 $37,751
======== ======== ======== ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
MARCH 31, 1996 AND 1995
-----------------------
Note 1: Description of the Plan. The following description of the FMC
Employees' Thrift and Stock Purchase Plan (the Plan) provides only general
information. Participants should refer to the Plan text for a more complete
description of the Plan's provisions.
A. General. The Plan is a qualified salary-reduction plan under Section 401(k)
of the Internal Revenue Code, which covers all full-time employees of FMC
Corporation (the Company) (other than employees who generally reside or work
outside of the United States and employees covered by a collective bargaining
agreement which does not provide for participation in the Plan). Such employees
are eligible to participate in the Plan immediately upon commencement of their
employment with the Company. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
B. Contributions. Participants may currently elect to have their annual
compensation reduced by up to $9,500, subject to adjustments to reflect changes
in the cost of living, but not by more than 15% of their total compensation in
the aggregate. The aggregate amount of such reductions is contributed to the
Plan trust on a pre-tax basis. Participants may also elect to make after-tax
contributions, either as an alternative to pre-tax contributions, or in addition
to the maximum pre-tax contributions of $9,500 (but not more than 15% of their
total compensation in the aggregate). The Company makes matching contributions
of from 15% to 100% of the portion of those contributions not in excess of 5% of
each participant's compensation (Basic Contribution), regardless of the $9,500
limit on pre-tax contributions.
C. Trust Agreement. Prior to January 1, 1995, the Company and Harris Trust and
Savings Bank (the Trustee) had established a trust (the Trust) for investment
purposes as part of the Plan. Effective January 1, 1995, the Company and the
Trustee established the FMC Corporation Salaried Employees' Master Trust (the
Master Trust) for the collective investment of the assets of the Trust and of
trusts associated with two other 401(k) plans of an affiliate of the Company.
These three trusts participated in the Master Trust at March 31, 1996. Upon
establishment of the Master Trust, the net assets of the Trust were transferred
to the Master Trust.
D. Investment of Funds. Within the Master Trust, the Trustee has established a
Stock Fund, a Fixed Income Fund, an Equity Fund and a Harsco Fund. Each of these
funds, with the exception of the Harsco Fund, previously existed under the
Trust, and an ESOP Fund also existed under the Trust. The Stock Fund consists of
shares of the common stock of the Company. The ESOP Fund, which was merged into
the Stock Fund effective July 1, 1994, consisted of shares of common stock of
the Company. The Fixed Income Fund consists of investments in contracts with
banks and insurance companies which guarantee repayment
<PAGE>
of principal with interest at a fixed or fixed minimum rate for a specified
period of time. Effective April 1, 1991, the Fixed Income Fund is authorized to
include (1) securities issued or guaranteed by the U.S. government, or any of
its agencies or instrumentalities, and (2) short-term, interest-bearing debt
obligations pending investment in guaranteed income contracts or government
securities. For the Plan year ended March 31, 1996, the guaranteed effective
annual yield was approximately 7.41%. The Equity Fund consists of shares of
mutual funds registered under the Investment Company Act of 1940. The Harsco
Fund, established as a fund under the Master Trust in January 1995, consists of
common shares of Harsco Corporation, and was not available as an investment
election to Plan participants, nor included in the Master Trust investments in
which the Plan's Trust had an interest for the year ended March 31, 1996. (See
Note 2, Section E.)
All Company contributions to the Plan are invested by the Trustee in the Stock
Fund and credited to the respective accounts of the employees participating in
the Plan. All employees contributing to the Plan are entitled to elect to have
the Trustee invest their contributions: (i) entirely in the Stock Fund, (ii)
entirely in the Fixed Income Fund, (iii) entirely in the Equity Fund or (iv) in
two or more of those funds in multiples of 25%. A participant's investment
election may be changed prospectively for any Plan year. In addition, a
participant who has attained age 55 may elect to have all or part (in multiples
of 25%) of the accumulated balance of the participant's Stock, Fixed Income, and
Equity Funds attributable to the participant's contributions transferred among
those funds. At December 31, 1995, approximately 9,600, 3,000, and 1,800
employees, respectively, particated in the Stock, Fixed Income and Equity Funds.
E. Vesting. Participants are immediately vested in their elective
contributions plus actual earnings thereon. Vesting in the Company's
contributions and related earnings is based on years of service. A participant
is 100% vested after five years of service.
F. Payment of Benefits. On termination of service or attainment of age 59-1/2,
any participant may elect to immediately receive a lump sum distribution equal
to the value of his or her account. Participants age 55 or older or whose
accounts are valued at not less than $3,500 may upon termination elect to defer
their lump sum distribution or receive annual installments over a ten-year
period. If a participant is not fully vested in the Company's contributions to
his or her account on the date of termination of the participant's employment,
the unvested portion is forfeited. Such forfeitures reduce future Company
contributions to the Plan.
G. ESOP Provisions. Generally, any person who was employed by the Company at
any time during a calendar year for which the Company made an ESOP contribution
and who had completed one year of service is a participant. Pursuant to the
repeal of the ESOP tax credit for compensation paid or accrued after December
31, 1986, by the Tax Reform Act of 1986, the Company discontinued contributions
to the ESOP Fund. Effective November 1, 1988, the ESOP was spun off into a
separate plan
<PAGE>
known as the "FMC Employees' Stock Plan"; however, the assets are included
(through June 30, 1994) in the ESOP fund in the accompanying financial
statements. Effective July 1, 1994, the FMC Employees' Stock Plan was merged
into the Plan and all assets were transferred into the Stock Fund.
H. Expenses. The compensation and expenses of the Trustee are paid by the
Company. All other expenses of the Plan may be paid by the Trustee out of the
assets of the Plan and constitute a charge upon the respective investment funds
or upon the individual participants' accounts as provided in the Plan.
I. Withdrawals and Loans. The Plan allows participants to make hardship cash
withdrawals (subject to income taxation and IRS penalties) of some or all of
their vested account balances. Eligible participants may also receive money from
the Plan in the form of loans. The minimum that may be borrowed is $1,000; the
maximum is the lesser of $50,000, as adjusted, or 50% of the participant's
vested account balance. Loans must be repaid over 60 months with interest at the
announced Fixed Income Fund rate or some other reasonable rate as determined by
the Company. Participant loans outstanding as of March 31, 1996 and 1995 were
approximately $27 million and $31 million, respectively.
J. Plan Termination. Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of the Plan and ERISA.
In the event of Plan termination, participants will become 100% vested in their
account balances.
Note 2: Summary of Significant Accounting Policies. The following are the
significant accounting policies followed by the Plan and Master Trust:
A. Basis of Accounting. The Plan's financial statements are prepared on the
accrual basis of accounting.
B. Investments. Security transactions are recorded in the financial statements
on a settlement date basis, which does not differ materially from a trade date
basis.
C. Valuation of Investments. Quoted or estimated market prices are used to
value investments except for certain contracts with banks and insurance
companies which guarantee repayment of principal with interest at a fixed or
fixed minimum rate for a specified period of time. These contracts are valued at
contract value.
D. Participants' Equity. For financial statement purposes, the cost per share
of FMC Corporation common stock is stated at the price paid by the Trustee on a
national securities exchange. In computing individual participants' equity for
tax purposes, the cost per share of FMC Corporation common stock is determined
by (i) the price paid by the Trustee on a national securities exchange or (ii)
the price paid per share of FMC Corporation common stock reacquired from a
withdrawing participant electing a cash withdrawal.
<PAGE>
E. Basis of Allocation of Master Trust Net Assets and Net Income. The trusts
participating in the Master Trust have an undivided interest in the assets
(except for Harsco Corporation stock), liabilities, income, expenses and gains
or losses of the Master Trust. For allocation purposes, each of the
participating trusts retain an ownership percentage in the Master Trust net
assets which was initially established on the basis of relative net assets
contributed by each plan to the Master Trust. Each month, the percentage is
adjusted based on the relative amount of contributions and distributions
attributable to each plan. The percentage calculated at each month-end is used
to allocate the investment income, net of expenses, and gains or losses of
Master Trust investments during that month. At March 31, 1996, the Plan's (and
its Trust's) interest in the net assets of the Master Trust was approximately
92%, which included investments in the following funds:
<TABLE>
<S> <C>
Stock Fund $552,913
Fixed Income Fund 227,110
Equity Fund 52,889
--------
$832,912
--------
</TABLE>
F. Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from these estimates, but the plan
administrator does not believe such differences will materially affect the
Plan's financial position or results of operations.
Note 3: Master Trust Investments. The following tables present the cost and fair
value of investments for the Master Trust at March 31, 1996 and 1995. All
individual investments greater than 5% of Plan assets are separately identified:
<TABLE>
<CAPTION>
March 31,1996
-------------
Number
of
INVESTMENTS AT: Shares Market Cost
- ----------------------------- ------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Quoted Market Value
- -----------------------------
FMC Common Stock 7,636,816 $573,716 $ 78,164
Other 37,943 16,551
-------- --------
611,659 94,715
FNMA Bonds 49,427 49,392
-------- --------
661,086 144,107
Estimated Market Value
- -----------------------------
Mutual Funds 58,820 41,798
Cash 419 419
-------- --------
59,239 42,217
Contract Value
- -----------------------------
Fixed Rate Insurance
Contracts 184,717 184,717
-------- --------
$905,042 $371,041
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
March 31, 1995
------------------------
Number
of
Shares Market Cost
--------- -------------- --------
(In Thousands)
------------------------
<S> <C> <C> <C>
INVESTMENTS AT:
- --------------
Quoted Market Value
- -------------------
FMC Common Stock 7,848,226 $474,818 $ 72,429
Other 26,136 16,739
-------- --------
500,954 89,168
FNMA Bonds 49,754 49,392
-------- --------
550,708 138,560
Contract Value
- --------------
Fixed Rate Insurance Contracts 190,376 190,376
-------- --------
190,376 190,376
Estimated Market Value
- ----------------------
Mutual Funds 44,464 37,788
Cash 9,719 9,719
-------- --------
54,184 47,507
-------- --------
$795,268 $376,443
======== ========
</TABLE>
Investment income for the Master Trust was as follows for the year ended March
31, 1996 and the three months ended March 31, 1995:
<TABLE>
<CAPTION>
Three Months
Year Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
(In Thousands)
--------------
<S> <C> <C>
INVESTMENT INCOME:
- -----------------
Net appreciation (depreciation) in fair
value of investments:
FMC Corporation common stock $104,906 $19,361
Harsco common stock 12,668 1,761
Mutual Funds 10,868 4,002
FNMA Bonds (2,867) -
-------- ------
125,575 25,124
Interest 19,597 5,156
Dividends 4,754 228
-------- -------
$149,926 $30,508
======== =======
</TABLE>
<PAGE>
Note 4: Investments. During the years ended March 31, 1995 and 1994, the
Plan's investments (including investments bought, sold and held during the
years, and excluding Master Trust investments) appreciated (depreciated) in
value as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended Year Ended
March 31, 1995 March 31, 1994
-------------- ---------------
<S> <C> <C>
FMC Corp. common stock $86,384 $ (9,367)
Mutual Funds 597 (2,430)
------- --------
$86,981 $(11,797)
======= ========
</TABLE>
Note 5: Income Taxes. The Plan has received a favorable determination letter
from the Internal Revenue Service on April 9, 1986 indicating that it is
qualified under Section 401(a) of the Internal Revenue Code and therefore the
related Master Trust (and, prior to that, the Trust) are exempt from tax under
Section 501(a) of the Code. The Plan has been subsequently restated to comply
with the Tax Reform Act of 1986 and subsequent legislation. Although the Plan
has not yet received a new determination letter on the submitted restated
document, the plan administrator is confident that the Plan meets the
requirements of Section 401(a).
The Company receives a federal income tax deduction for its contributions to the
Plan. Participating employees are not subject currently to federal income tax on
their elective contributions, Company contributions, appreciation in the
Company's common stock, income and other items allocated to their individual
accounts. Individual participants are taxed on such items at the time of
distribution from the Plan.
Note 6: Deferred Income. In October, 1992, the Plan terminated its fixed income
fund contract with Maccabees Insurance Company. As a result, the Plan received a
market value adjustment for the contract of $408,000 which represents earnings
that would have accrued to the Plan if the contract had been allowed to continue
to its maturity date of March 31, 1994. This amount was recorded as deferred
income to be allocated to participants on a monthly basis through March, 1994,
and $279,000 was allocated during the year ended March 31, 1994.
Note 7: Plan Merger. On January 1, 1995, the Jetway Transition Savings Plan
(Jetway Plan) was merged into the Plan and participants in the Jetway Plan
became participants of the Plan. The net assets of the Jetway Plan of $304,319
were transferred into the Master Trust. The transfer of funds is included in
Participating Employee Contributions in the Plan's Statement of Earnings and
Changes in Plan Equity for the year ended March 31, 1995.
<PAGE>
PAGE 1
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
- ------------- -----------
10.1 FMC Employees' Thrift and Stock Purchase Plan, as revised
and restated as of April 1, 1991 (incorporated by reference
from Exhibit 10.3 to the Form SE filed on March 27, 1992).
10.2 Amendments to the FMC Employees' Thrift and Stock Purchase
Plan through December 31, 1994 (incorporated by reference
from Exhibit 10.6 to the Annual Report on Form 10-K filed on
March 29, 1995).
10.3 FMC Corporation Salaried Employees' Master Trust Agreement
effective January 1, 1995 (incorporated by reference from
Exhibit 10.3 to the Annual Report on Form 11-K filed on
October 12, 1995).
10.4 Amendment to FMC Salaried Employees' Master Trust dated
April 20, 1995 and effective January 1, 1995 (incorporated
by reference from Exhibit 10.4 to the Annual Report on Form
11-K filed on October 12, 1995).
10.5 Amendments to the FMC Employees' Thrift and Stock Purchase
Plan effective April 1, 1995, June 1, 1995 and March 31,
1996.
24 Consent of KPMG Peat Marwick LLP
<PAGE>
AMENDMENT
The FMC Employees' Thrift and Stock Purchase Plan is amended as follows:
A. Effective as of April 1, 1995:
Section 9(b)(ii) Revise to read:
- ----------------
(ii) Installments. A Participant entitled to elect to defer
distribution of his Plan Benefit under Subsection 9(b)(i) may elect to have
the distribution paid in cash over an installment period of not more than
10 years, over a period equal to the life expectancy of the Participant as
of the date distribution commences, or a period equal to the joint life
expectancy of the Participant and the Participant's Beneficiary as of such
date. Such election must be filed with FMC on the prescribed form before
the date employment terminates, before the Participant dies, or before FMC
determines that the Participant is permanently and totally disabled, as the
case may be, and shall, except as provided in Subsection 9(f), be
irrevocable. The election shall specify the number of annual installments
or whether the Participant's or joint life expectancy is to be used, which
life expectancy will be determined by FMC. If an installment election is
made, the Plan Benefit shall be distributed in annual installments as
follows: The amount of each annual installment shall be paid during the
first month of the year. The value of Stock and/or cash to be distributed
in each installment shall be determined by dividing the amount of Stock
and/or cash credited to the Participant's Plan Benefit account as of the
date the installment is being paid by the total number of annual
installments elected or determined minus the number of annual installments
which have previously been paid. The amount payable with respect to the
Stock portion of the installment shall be determined as of the Valuation
Date immediately preceding the date payment is made.
<PAGE>
B. Effective as of June 1, 1995:
Section 3(d). Revise to read:
(d) Investment of Employee-Elected Company Contributions. A
Participant's Employee-Elected Company Contributions included in his Basic
Contributions shall be invested (i) entirely in the Stock Fund, the Fixed
Income Fund, or the Equity Fund, or (ii) in two or more of those Funds in
multiples of 25%, as he shall elect by filing the prescribed application
form. A Participant's Employee-Elected Company Contributions not included
in his Basic Contributions shall be invested (i) entirely in the Stock
Fund, the Fixed Income Fund, or the Equity Fund, or (ii) in two or more of
those Funds in multiples of 25%, as he shall separately elect on the
prescribed application form. A Participant may change either of such
elections prospectively by filing the prescribed form prior to the month in
which the change is to become effective.
Section 3(g)(v). Revise to read:
(v) Investment of Special Employee Contributions. The portion of a
Participant's Special Employee Contributions included in Basic
Contributions shall be invested in the same manner as his Employee-Elected
Company Contributions included in Basic Contributions (if any) as elected
under Subsection 3(d). If the Participant has no currently effective
election of Employee-Elected Company Contributions, or to the extent of his
Special Employee Contributions not included in Basic Contributions, he may
separately elect to invest his Special Employee Contributions in the manner
provided in Section 3 (d).
<PAGE>
Section 6(d). Revise the third sentence to read:
Monthly loan payments of principal and interest will be credited to the
accounts of a Participant from which deducted in reverse of the order
provided in Subsection 6(a), but allocated among investment funds in
proportion to the amounts originally deducted from those funds.
Dated: September 24, 1996 FMC CORPORATION
------------------------ By: /s/ Robert L. Day
---------------------
Secretary
<PAGE>
AMENDMENT
OF THE
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
WHEREAS, FMC and Snap-On Incorporated ("Snap-On") will be parties to an
Acquisition Agreement under which FMC will sell and assign the assets and
liabilities of its Automotive Service Equipment Division (the "Business") to
Snap-On, and employees of the Business will be offered employment by Snap-On;
and
WHEREAS, the Acquisition Agreement provides that FMC will amend the FMC
Employees' Thrift and Stock Purchase Plan (the "Thrift Plan") and the FMC
Corporation Salaried Employees' Retirement Plan (the "Salaried Plan") with
respect to employees who accept offers of employment with Snap-On (the
"Transferred Employees" as defined in the Acquisition Agreement;
NOW, THEREFORE, IT IS RESOLVED, effective as of the "Closing Date" as defined
in the Acquisition Agreement, the Thrift Plan is amended as follows:
1. Each Transferred Employee is fully vested in his or her entire Plan
Benefit.
2. Any outstanding loan from the Plan to a Transferred Employee shall
remain outstanding pursuant to the terms of the applicable loan agreement,
but not beyond the date of the Transferred Employee's termination of
employment with Snap-On Incorporated, notwithstanding such Transferred
Employee's termination of employment with FMC; provided, however, that such
loans shall remain outstanding only for such period as Snap-On Incorporated
facilitates loan repayments by payroll deduction.
Dated: March 28, 1996
[Effective: March 31, 1996]
FMC CORPORATION
/s/Michael J. Callahan
By --------------------------------
Member, FMC Employee Welfare
Benefits Plan Committee
<PAGE>
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
FMC Corporation:
We consent to incorporation by reference in the registration statement (No. 33-
48984) on Form S-8 of FMC Corporation of our report dated September 26, 1996,
relating to the statements of financial position of FMC Employees' Thrift and
Stock Purchase Plan as of March 31, 1996 and 1995, and the related statements of
earnings and changes in plan equity for each of the years in the three-year
period ended March 31, 1996, which report appears in the March 31, 1996 annual
report on Form 11-K of FMC Employees' Thrift and Stock Purchase Plan.
KPMG Peat Marwick LLP
Chicago, Illinois
September 26, 1996
