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Filed Pursuant to Rule 424(b)(2)
Registration No. 33-62415
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PRICING SUPPLEMENT NO. 4 DATED April 30, 1998
(to Prospectus Supplement Dated January 23, 1997)
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FMC CORPORATION
Medium-Term Notes, Series A
Due More than Nine Months from Date of Issue
Notes represented by (mark applicable description)
X Global Note Definitive Notes
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[If Notes are Floating Rate Notes, insert:]
Principal Amount: Issue Price:
Original Issue Date: Original Maturity Date:
Index Currency:
Specified Currency:
(If other than U.S. Dollars, see attached)
Option to Receive Payments in Specified Currency: [ ] Yes
[ ] No
Authorized Denominations:
(Applicable only if Specified Currency is other than
U.S. Dollars)
Base Rate:
Interest Accrual Date:
Interest Reset Period: Interest Payment Period:
Interest Reset Dates:
(If other than as specified in the Prospectus Supplement)
MORGAN STANLEY & CO.
INCORPORATED
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Initial Interest Reset Date:
Interest Payment Dates:
(If other than as specified in the Prospectus Supplement)
Initial Interest Rate: Index Maturity:
Maximum Interest Rate: Minimum Interest Rate:
Spread (+/-): Spread Multiplier:
Reporting Service: Calculation Agent:
Optional Redemption: [ ] Yes [ ] No
Initial Redemption Date:
The Redemption Price shall initially be % of the principal
amount of the Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by % of the
principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates:
Optional Repayment Prices:
Optional Interest Rate Reset: [ ] Yes [ ] No
Optional Reset Dates:
Optional Extension of Maturity: [ ] Yes [ ] No
Extension Period:
Number of Extension Periods:
Final Maturity Date:
Discount Note: [ ] Yes [ ] No
Total Amount of OID:
Original Yield to Maturity:
Initial Accrual Period OID:
[If Notes are Fixed Rate Notes, insert:]
Principal Amount: $30,000,000 Issue Price: 99.451%*
$5,000,000 99.506%*
Original Issue Date: 5/5/98 Original Maturity Date: 5/5/05
Specified Currency: U.S. Dollars
(If other than U.S. Dollars, see attached)
Option to Receive Payments in Specified Currency: [ ] Yes
[X] No
*Plus accrued interest, if any, from the date of issuance.
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Authorized Denominations: $1,000
Interest Accrual Date: May 5, 1998
Interest Payment Dates: May 5 and November 5, commencing
November 5, 1998
Interest Rate: 6.75%
Optional Redemption: [ ] Yes [X] No
Initial Redemption Date:
The Redemption Price shall initially be % of the principal
amount of the Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by % of the
principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Optional Repayment: [ ] Yes [X] No
Optional Repayment Dates:
Optional Repayment Prices:
Optional Interest Rate Reset: [ ] Yes [X] No
Optional Reset Dates:
Optional Extension of Maturity: [ ] Yes [X] No
Extension Period:
Number of Extension Periods:
Final Maturity Date:
Original Issue Discount Note: [ ] Yes [X] No
Total Amount of OID:
Original Yield to Maturity:
Initial Accrual Period OID:
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THE FOLLOWING DISCUSSION AMENDS AND RESTATES THE DISCUSSION IN THE PROSPECTUS
SUPPLEMENT UNDER THE CAPTION "UNITED STATES FEDERAL TAXATION" IN ITS ENTIRETY.
CERTAIN UNITED STATES TAX CONSIDERATIONS
The following is a discussion of certain U.S. tax considerations based on
the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury regulations (the "Regulations"), published and private
rulings, other Internal Revenue Service pronouncements and judicial decisions,
all as currently in effect. This discussion deals only with Notes held as
capital assets by U.S. Holders (as defined below) that are initial purchasers,
and not with special classes of holders such as banks, insurance companies,
dealers in securities or currencies, traders in securities that elect to mark to
market, tax-exempt organizations, persons holding Notes as part of a straddle,
hedging or conversion transaction, persons who are not U.S. Holders (as defined
below), or persons whose functional currency is not the U.S. dollar. All persons
considering the purchase of Notes are advised to consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any other taxing jurisdiction, of the purchase, ownership and
disposition of Notes.
As used herein, the term "U.S. Holder" means a beneficial owner that is for
United States federal income tax purposes (a) a citizen or resident of the
United States, (b) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (c) an estate the income of which is subject to United
States federal income taxation regardless of its source, (d) a "United States
trust" (as defined below) or (e) any other person or entity that otherwise is
subject to United States federal income taxation on a net income basis in
respect of a Note. A "United States trust" means any trust if, and only if, (i)
a court within the United States is able to exercise primary supervision over
the administration of the trust and (ii) one or more trustees which are United
States persons have the authority to control all substantial decisions of the
trust.
Payments of Interest
Interest on a Note generally will be taxable to a U.S. Holder as ordinary
income at the time it is received or accrued, depending on the holder's regular
method of accounting for tax purposes.
De Minimis Original Issue Discount
General
Original issue discount is the excess of the "stated redemption price at
maturity" of a Note over its issue price if such excess equals or exceeds a "de
minimis amount". In general, if the excess of a Note's stated redemption price
at maturity over its issue price is less than the product of 1/4 of 1 percent of
the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity (the "de minimis amount"), then such excess
constitutes "de minimis
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original issue discount" and the Note is not considered to have original issue
discount. The Notes will be issued with de minimis original issue discount.
Unless the election described below under "Election to Treat All Interest
as Original Issue Discount" is made, a United States Holder of a Note must
include such de minimis original issue discount in income as stated principal
payments on the Note are made. The includible amount with respect to each such
payment will equal the product of the total amount of the Note's de minimis
original issue discount and a fraction, the numerator of which is the amount of
the principal payment made and the denominator of which is the stated principal
amount of the Note.
Election to Treat All Interest as Original Issue Discount
A U.S. Holder may elect to include in gross income in respect of a Note all
stated interest and de minimis original issue discount, (as well as any market
discount, de minimis market discount and unstated interest, as adjusted by an
amortizable bond premium or acquisition premium), as such amounts accrue over
the life of the Note under a formula based upon the compounding of interest at a
rate that provides for a constant yield to maturity (the "Constant Yield
Method").
In applying the Constant Yield Method to a Note with respect to which this
election has been made, the issue price of the Note will equal its cost to the
electing U.S. Holder, the issue date of the Note will be the date of its
acquisition by the electing U.S. Holder, and no payments on the Note will be
treated as payments of qualified stated interest. This election will generally
apply only to the Note with respect to which it is made and may not be revoked
without the consent of the Internal Revenue Service.
Integration of Notes with Other Financial Instruments
Any U.S. Holder of Notes that also acquires or has acquired any financial
instruments which, in combination with such Notes, would permit the calculation
of a single yield to maturity or could generally constitute a "variable-rate"
debt instrument that pays a qualifying floating rate or rates of an equivalent
term, may in certain circumstances treat such Notes and such financial
instruments as an integrated debt instrument for purposes of the Code, with a
single determination of issue price and the character and timing of income,
deductions, gains, and losses. Moreover, the Internal Revenue Service may
require in certain circumstances that a U.S. Holder integrate any Notes with
other financial instruments held or acquired by such holder or related party.
Basis and Sales, Exchanges or Retirements
A U.S. Holder's tax basis in a Note will generally equal the cost of such
Note to the U.S. Holder plus the total amount of market discount included in
such U.S. Holder's income plus the amount of income attributable to de minimis
original issue discount and de minimis market discount included in the U.S.
Holder's income with respect to the Note, less (a) any payments received by such
U.S. Holder that are not qualified stated interest and (b) the amount of any
amortizable bond premium applied to reduce interest on the Note.
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Upon the sale, exchange or payment of a Note, the U.S. Holder of a Note
will generally realize and recognize gain or loss equal to the difference
between the amount realized and the U.S. Holder's tax basis in such Note.
Capital gain of a noncorporate U.S. Holder is generally subject to a maximum tax
rate of 28% in respect of property held for more than one year and to a maximum
rate of 20% in respect of property held in excess of 18 months. All other
capital gains are generally taxed at the marginal rate applicable to the
taxpayer's ordinary income.
Backup Withholding/Information Reporting
Certain backup withholding and information reporting requirements may apply
to payments on a Note to registered U.S. Holders who are not otherwise exempt
from such requirements pursuant to the Code. In general, information reporting
requirements will apply to payments of principal, any premium and interest on a
Note and the proceeds of the sale of a Note before maturity, with respect to
noncorporate U.S. Holders, and backup withholding at a rate of 31% will apply to
such payments if the U.S. Holder fails to provide an accurate taxpayer
identification number or is notified by the Internal Revenue Service that it has
failed to report all interest and dividends required to be shown on its federal
income tax returns. Any amounts withheld from a payment to a U.S. Holder under
backup withholding rules would be allowed as a refund or a credit against such
U.S. Holder's U.S. federal income tax provided the required information is
furnished to the Internal Revenue Service.
Subsequent Purchasers
The foregoing does not discuss special rules which may affect the treatment
of U.S. Holders that acquire Notes other than through the purchase of Notes at
the time of original issuance at the issue price, including those provisions of
the Code relating to the treatment of "market discount" and "acquisition
premium". For example, the market discount provisions of the Code may require a
subsequent purchaser of a Note at a market discount to treat all or a portion of
any gain recognized upon sale or other disposition of the Note as ordinary
income and to defer a portion of any interest expense that would otherwise be
deductible on any indebtedness incurred or maintained to purchaser or carry such
Note until the holder disposes of the Note in a taxable transaction. U.S.
Holders should consult their tax advisors as to the potential effect of these
provisions upon their Notes.
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