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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)
August 26, 1997
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 (I.R.S. Employer
of incorporation) File Number) 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
On August 26, 1997, FMC Corporation issued the following release:
FMC, HARSCO SIGN DEFINITIVE AGREEMENT TO SELL UNITED DEFENSE, L.P. TO THE
CARLYLE GROUP
CHICAGO, August 26, 1997 -- FMC Corporation, Harsco Corporation and The Carlyle
Group today announced that FMC and Harsco have signed a definitive agreement for
the sale of United Defense, L.P. to The Carlyle Group for $850 million.
FMC is the managing general partner and 60 percent owner of United Defense,
which was formed in 1994 by combining FMC's Defense Systems Group with Harsco
Corporation's BMY Combat Systems Division. Harsco owns the remaining 40
percent. United Defense supplies ground combat and naval weapons systems for
the U.S. and military customers around the world. United Defense had 1996 sales
of $1 billion.
The transaction has been approved by the boards of directors of FMC and Harsco
and is expected to be completed within 90 days.
FMC Chairman and Chief Executive Officer Robert N. Burt said: "FMC has a proud
heritage of supporting security needs worldwide by providing advanced combat
vehicle and weapons delivery systems. We're proud of our products and proud of
the people who make those products."
"At the same time, we have a responsibility to continually assess our business
portfolio to create value for our shareholders, on-going excellence for our
customers and long-term opportunities for our employees. It's clear that in
today's environment of fewer defense dollars and continuing consolidations
within the industry, these interests are best served by the sale of our defense
business. For FMC, the sale will lead to higher earnings growth and increased
shareholder value. United Defense employees will benefit from being part of a
company that has the experience and resources to focus on the defense industry."
Burt continued: "The sale of the defense business does not change our strategy
of growing our commercial operations. However, we believe our cash flow,
particularly with the sale of United Defense, currently exceeds our needs.
We'll be searching for the best way to return funds to our shareholders
consistent with maintaining our investment grade credit rating."
Carlyle Managing Director William E. Conway, Jr., said: "Carlyle is excited
about the prospect of helping to make the future of United Defense as great as
its past. United Defense is committed to continue to provide outstanding
products and service to the Department of Defense, its allies and friends."
United Defense is the prime contractor and systems integrator for the Crusader,
the U.S. Army's $20 billion next-generation artillery development system. Other
major programs include the Bradley family of fighting vehicles, M109 field
artillery vehicles, M88 recovery vehicles, M1 Breacher, M9 Armored Combat
Earthmover and M113 armored personnel carriers. The company also is a provider
of certain naval ordnance, supplying naval missile launchers and guns. United
Defense has established a good working relationship with Army depots and
successfully privatized the Louisville (Kentucky) Naval Ordnance Station. The
company employs 5,700.
The Carlyle Group is a global private investment firm, based in Washington,
D.C., which originates, structures and acts as lead equity investor in
acquisitions within highly focused industry groups and is the leading private
buyer of defense and aerospace businesses. Founded in 1987, The Carlyle Group
currently has under management in excess of $1.8 billion of equity capital.
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Harsco Corporation (NYSE: HSC) is a diversified $1.6 billion, Fortune 1000
industrial services and products company with over 14,000 employees and
operations at more than 175 major locations in 30 countries. Harsco's eight
divisions are industry leaders in providing Metal Reclamation and Mill Services
for metals producers, Infrastructure and Construction services and products, and
Process Industry Products.
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 $5 billion in 1996, with international sales to more
than 100 countries accounting for 48 percent of total annual revenues. FMC
employs 22,000 people at 117 manufacturing facilities in 24 countries. The
company divides its businesses into four major segments: Performance Chemicals,
Industrial Chemicals, Machinery and Equipment, and Defense Systems.
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SIGNATURES
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 thereunto duly authorized.
FMC CORPORATION
By /s/ J. Paul McGrath
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Senior vice president, general
counsel and secretary
Date August 26, 1997
