SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
FMC CORPORATION (Name of Issuer)
Common Stock (Title of Class of Securities)
302491303 (CUSIP Number)
Check the following box if a fee is being paid with this statement
( ). (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover pages 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 the disclosures provided in a prior cover page.
The information required in 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
the section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
CUSIP NO. 302491303
13G
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankmont Financial Corp. (Previously updated by Harris
Bankcorp, Inc. on behalf of Bankmont Financial Corp.)
51-0275712
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
See Exhibit 1 (b) ( x )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 7,758,101
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 7,700,401
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,758,101
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12 TYPE OF REPORTING PERSON HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1(a) NAME OF ISSUER: FMC Corporation
1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 East Randolph
Chicago, IL 60601
2(a) NAME OF PERSON FILING:
Bankmont Financial Corp.(previously filed by Harris
Bankcorp, Inc. on behalf of Bankmont Financial Corp.)
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR RESIDENCE:
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
2(c) PLACE OF ORGANIZATION OR CITIZENSHIP: A Delaware Corporation
2(d) TITLE OF CLASS OF SECURITIES: Common stock
2(e) CUSIP NUMBER: 302491303
3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act.
(e) [ ] Investment adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment fund; see Sec.240.13d-1(b)(1)(ii)(F).
(g) [X] Parent holding company, in accordance with Sec.240.13d-
1(b)(ii)(G).
(h) [ ] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H).
4 OWNERSHIP:
(a) Amount Beneficially Owned:
7,758,101
See Exhibit 2
(b) Percent of Class: 21.0%
(c) Number of Shares as to Which Such Person has:
(i)Sole power to vote or to direct the vote: 7,758,101
See Exhibit 2
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
7,700,401
See Exhibit 2
(iv) Shared power to dispose or to direct the disposition of:
0
5 NOT APPLICABLE
6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON:
See Exhibit 2
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Bankmont Financial Corp., a Parent Holding Company, filing on
behalf of the following subsidiaries:
Harris Bankcorp, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust and Savings Bank, a bank
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Investment Management, Inc., an investment company
111 West Monroe
Chicago, IL 60603
8 NOT APPLICABLE
9 NOT APPLICABLE
10 CERTIFICATION:
By signing below, the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: February 13, 1996
Bankmont Financial Corp.
BY: (Alan G. McNally)
Alan G. McNally
President
SCHEDULE 13G
Exhibit 1
Bankmont Financial Corp., a wholly-owned subsidiary of Bank of Montreal,
owns Harris Bankcorp, Inc. Harris Trust and Savings Bank is a wholly
- -owned subsidiary of Harris Bankcorp, Inc.
Pursuant to Rule 13-d(f)1(iii), Harris Bankcorp, Inc. and Harris Trust
and Savings Bank agree to this filing of Schedule 13G by Bankmont
Financial Corp. This exhibit is submitted as proof of their agreement and
authorization for Bankmont Financial Corp. to file on their behalf.
Date: February 13, 1996
HARRIS BANKCORP, INC.
BY: Thomas R. Sizer
Thomas R. Sizer
Secretary
HARRIS TRUST AND SAVINGS BANK
BY: (Robert J. Fridell)
Robert J. Fridell
Vice President
SCHEDULE 13G
Exhibit 2
In accordance with Rule 13d-4, Bankmont Financial Corp.,
its wholly-owned subsidiary Harris Bankcorp, Inc. and its
wholly-owned subsidiary Harris Trust and Savings Bank as
Trustee, expressly disclaim beneficial ownership of the 7,694,128
Common Shares held by Harris Trust and Savings Bank as Trustee of the
FMC Employees' Thrift and Stock Purchase Trust (the "Shares" and the
"Plans"). These Shares are reported on Cover Sheet page 2 and also on
pages 4 through 6 of this Schedule 13G. Under terms of the Plans, as
amended, the Trustee is to vote the allocated Shares held by the Plans
in accordance with the instructions received from Plan participants and
to dispose of the allocated Shares in connection with tender offers in
accordance with directions received from Plan participants. If no voting
instructions or invalid voting instructions are received with respect to
allocated Shares, the Company is to vote such Shares. With respect to
allocated Shares, if no directions or invalid directions are received in
connection with tendering Shares, the Shares are not to be tendered. With
respect to unallocated Shares, the Company has the authority to vote such
Shares. In connection with tender offers, Shares are to be disposed of in
the same manner and in the same proportion as the allocated Shares with
respect to which the Trustee received valid voting instructions or
directions are voted or disposed. The actions and duties of the Trustee
pursuant to the provisions of the Plan and the Trust, including but not
limited to the provisions described above, are subject to the requirements
of the Employee Retirement Income Security Act of 1974.
Attached to each of such Shares is a Preferred Stock Purchase Right.
