SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Amendment No.
Filed by the Registrant /x/
Filed by a Party other than the Registrant //
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
IMC Fertilizer Group, Inc.
(Name of Registrant as Specified in Its Charter)
IMC Fertilizer Group, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11*.
(4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / Check box if any part of the fee is offset as provided by
exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing party:
(4) Date Filed:
NOTICE OF 1994
ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
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IMC FERTILIZER GROUP, INC.
Logo
IMC FERTILIZER GROUP, INC.
September 9, 1994
Dear Stockholder:
You are cordially invited to attend the Seventh Annual
Meeting of the Stockholders of IMC Fertilizer Group, Inc. The
meeting will be held at Florida Southern College, Branscomb
Auditorium, 111 Lake Hollingsworth Drive, Lakeland, Florida
33801-5698, on October 20, 1994, at 10:00 a.m. local time. A
Notice of this Annual Meeting and a Proxy Statement covering the
formal business of the meeting and related information which
will be of interest to you are enclosed. At the meeting we
shall report on the Company's operations during the fiscal year
ended June 30, 1994.
We hope you will attend the meeting. If you plan to do so,
kindly check the appropriate box on the accompanying proxy
card. Whether or not you expect to attend, please promptly sign
and return the proxy card in the accompanying postage-paid
envelope. This will assure that your shares are represented at
the meeting and will help us avoid the expense of a follow-up
mailing. Even though you execute this proxy, you may revoke it
at any time before it is voted. If you attend the meeting and
wish to vote in person, you will be able to do so even if you
have previously returned your proxy card.
Your cooperation and prompt attention to this matter will be
appreciated.
Sincerely,
Chairman and
Chief Executive Officer
2100 Sanders Road
Northbrook, Illinois 60062
Telephone 708-272-9200
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IMC FERTILIZER GROUP, INC.
Headquarters Office: 2100 Sanders Road, Northbrook, Illinois 60062
Notice of Seventh Annual Meeting of Stockholders
To our Stockholders:
The Seventh Annual Meeting of the Stockholders of IMC
Fertilizer Group, Inc., a Delaware corporation, will be held on
Thursday, October 20, 1994, at Florida Southern College, Branscomb
Auditorium, 111 Lake Hollingsworth Drive, Lakeland, FL 33801-5698
at 10:00 a.m. local time, to consider and act upon the following
matters, each of which is explained more fully in the following
Proxy Statement.
1. Electing three directors for terms expiring in 1997, as
recommended by the Board of Directors.
2. Approving the 1994 Stock Option Plan for Non-Employee
Directors.
3. Adoption of an Amendment to the Company's Restated
Certificate of Incorporation changing its name to IMC
Global Inc. .
4. Ratifying the appointment of independent auditors to
examine and report on the financial statements of the
Company for the fiscal year ending June 30, 1995, as
recommended by the Board of Directors.
5. Transacting any other business that may properly come
before the meeting or any adjournment thereof.
A proxy card for your use in voting on these matters is also
enclosed.
In accordance with the By-Laws and resolution of the Board
of Directors, only common stockholders of record at the close of
business on August 31, 1994, are entitled to notice of and to
vote at the meeting.
Dated: September 9, 1994
By Order of the Board of Directors
Marschall I. Smith
Senior Vice President, Secretary
and General Counsel
PROXY STATEMENT
IMC FERTILIZER GROUP, INC.
2100 Sanders Road, Northbrook, Illinois 60062
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of IMC
Fertilizer Group, Inc. (hereinafter sometimes called the
"Company," which includes subsidiaries where the context
requires) for the Seventh Annual Meeting of Stockholders to be
held on October 20, 1994. Notice of this meeting to all
stockholders of record entitled to vote as of August 31, 1994,
accompanies this statement. As of the close of business on
August 31, 1994, the number of outstanding shares of Common
Stock of the Company which may be voted at the meeting
was . Only stockholders of record at the close of
business on August 31, 1994, shall be entitled to vote at this
meeting. Each share of Common Stock is entitled to one vote.
Shares represented by proxies will be voted in accordance
with directions given on the proxy card by a stockholder. Any
properly executed and returned proxy not specifying to the
contrary will be voted for the election of the Board's nominees
for directors, in favor of ratifying the appointment of
independent auditors, approving the 1994 Stock Option Plan for
Non-Employee Directors, approving a change in the corporate name
from IMC Fertilizer Group, Inc. to IMC Global Inc., and in the
discretion of the proxies as to any other matter that is
properly presented at the meeting. A stockholder giving a proxy
has the right to revoke it at any time before it has been voted
at the meeting, by executing a later dated proxy, by notice to
the Secretary of the Company or by voting in person at the
Annual Meeting. Votes cast by proxy or in person at the Annual
Meeting will be tabulated by the election inspectors appointed
for the meeting and will determine whether or not a quorum is
present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes
of determining the approval of any matter submitted to the
stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that
matter.
The Annual Report of the Company for the fiscal year ended
June 30, 1994, is being mailed to stockholders with this Proxy
Statement and the proxy card, beginning on or about September 9,
1994.
ELECTION OF DIRECTORS
As of the record date, the Board of Directors of the Company
consists of nine members. Since Rowland C. Frazee is not
standing for re-election, there will be eight members on the
Board of Directors after this Annual Meeting. There will be no
vacancy because the Board determines the number of Directors
from time to time, not less than twelve.
Two employees are members of the Board. Wendell F. Bueche
is Chairman of the Board and Chief Executive Officer of the
Company and James D. Speir is President and Chief Operating
Officer. Mr. Speir is a candidate for election to the Board.
The Board is divided into three classes with staggered terms of
three years each, so that the term of one class expires at each
Annual Meeting of stockholders.
It is intended that the shares represented by the proxies
named on the enclosed proxy card will be voted, unless
authorization to do so is withheld, in favor of the election as
directors of Messrs. Bentele, Roberts and Speir to serve until
the Annual Meeting of stockholders in 1997, or until their
successors have been duly elected and qualified. Biographical
information concerning the three nominees for the 1997 class and
for other directors who are continuing in office is presented
below.
Directors shall be elected by a plurality of the votes of
the shares present in person or by proxy at the Annual Meeting
and entitled to vote in the election, and holders of shares
represented at the Annual Meeting of stockholders who abstain
from voting or withhold authority to vote in the election will
therefore have the effect of voting against election.
The Board recommends a vote FOR the election of the
following three nominees (Item No. 1 on the proxy card).
Nominees for Election as Directors
for Terms Expiring in 1997
(picture) RAYMOND F. BENTELE, 57, Retired President and
Chief Executive Officer, Mallinckrodt, Inc. which
manufactures medical equipment, specialty
chemicals and veterinary products. Board member
since June, 1994. Mr. Bentele worked for
Mallinckrodt, Inc. from 1967 until his retirement
in December, 1992, serving in increasingly
responsible positions until he became President
and Chief Executive Officer in 1981. He was
Executive Vice President of Mallinckrodt Group
Inc. (formerly known as IMCERA Group Inc.) from
1989 until retirement. He is also a director of
the Kellwood Company, Mallinckrodt Group Inc. and
was previously a director of the Company from 1990
to 1991. Member, Compensation Committee.
(picture) THOMAS H. ROBERTS, JR., 70, Since 1988,
Director and Retired Chairman of DEKALB Energy
Company (formerly known as DEKALB Corporation).
DEKALB Energy Company is involved in the
exploration for and production of crude oil and
natural gas. Also, he is a director of Pride
Petroleum Services and is a member of that Board's
Compensation Committee. IMC Fertilizer Group,
Inc. Board member since February, 1988. Member,
Compensation Committee.
(picture) JAMES D. SPEIR, 54, President and Chief
Operating Officer. Board member since August,
1994. Mr. Speir has worked for the Company his
entire career in positions of increasing
responsibility, the most recent of which was
Executive Vice President, Operations. He is a
director of the Potash and Phosphate Institute,
Chairman of the Florida Phosphate Council and
member of the Florida Council of One Hundred, a
business roundtable group.
Directors Continuing in Office
(picture) FRANK W. CONSIDINE, 73, Honorary Chairman and
Chairman of the Executive Committee, and former
President and Chief Executive Officer, American
National Can Company, a packaging manufacturer.
Mr. Considine remained Chairman of the Board of
American National Can Company from 1988 to 1990
and since that time has served as a member of
various Boards of Directors. He is a director of
Encyclopaedia Britannica, Inc.; Helene Curtis
Industries, Incorporated; Scotsman Industries,
Inc. and Pechiney International, S.A. IMC
Fertilizer Group, Inc. director since February,
1988. Chairman, Audit Committee and member,
Executive Committee. Term expires in 1995.
(picture) RICHARD A. LENON, 74, Retired Chairman,
International Minerals & Chemical Corporation, the
former parent company of IMC Fertilizer, Inc. Mr.
Lenon was that corporation's Chief Executive
Officer from 1971 until 1983 and Chairman from
1977 until August, 1986. Board member since
February, 1988. Chairman, Executive and
Compensation Committees. Term expires in 1995.
(picture) WENDELL F. BUECHE, 63, Chairman of the Board
and Chief Executive Officer of the Company. He
has served in this capacity since August, 1994.
Prior to that he served as President and Chief
Executive Officer, having been elected to that
position in February of 1993. Board member since
July, 1991. Mr. Bueche was Chairman of the Board,
Chief Executive Officer and President of
Allis-Chalmers Corporation, a diversified
manufacturer of industrial equipment, from 1986
through 1988. He was retired from full time
employment from 1989 until February of 1993. He
is also a director of Marshall & Ilsley
Corporation; M&I Marshall & Ilsley Bank; WICOR,
Inc.; Wisconsin Gas Company; and Executive
Association, American Industrial Partners, L.P.
Member, Executive Committee. Term expires in
1996.
(picture) DR. JAMES M. DAVIDSON, 60, Vice President for
Agriculture and Natural Resources, University of
Florida. Dr. Davidson joined the University of
Florida in 1974, became Professor and Assistant
Dean for Research in 1979, Professor and Dean for
Research, Institute of Food and Agricultural
Sciences, and Director, Florida Agricultural
Experiment Station, Gainesville, Florida in 1986,
and assumed his present position in 1992. Board
member since July, 1991. Member, Audit
Committee. Term expires in 1996.
(picture) BILLIE B. TURNER, 63, Chairman Emeritus of
the Board. Retired President and Chief Executive
Officer, a capacity in which he had served from
the Company's incorporation in 1987 until his
retirement in February of 1993. Mr. Turner is a
director of Cyprus-Amax Minerals Co. Board member
since 1987. Member, Executive and Audit
Committees. Term expires in 1996.
Information About the Board of Directors
The Board has established an Executive Committee, an Audit
Committee and a Compensation Committee to assist it in the
discharge of its responsibilities.
The Executive Committee, consisting of three non-employee
directors and the Chairman of the Board may by the terms of the
By-Laws exercise most of the powers of the full Board between
meetings. Also, it performs the functions that are typically
performed by a Nominating Committee. The Executive Committee
will consider stockholder recommendations of possible future
nominees for election to the Board if the names of such persons
are submitted in writing to the Secretary of the Company with a
full description of their qualifications and experience and a
statement from them of their willingness to serve. This
Committee met three times during the fiscal year ended June 30,
1994.
The Audit Committee consists of three non-employee
directors. It evaluates the performance of the Company's
independent auditors and their fees, and it also reviews the
scope of the audit examination to be performed each year and the
results of the audit with the independent auditors and
management. This Committee also reviews the Company's policies
and procedures on all matters of social concern, such as
environmental protection, equal employment opportunity,
occupational health and safety, product safety and eleemosynary
activities. It further reviews the scope of research and
development activities by the Company and trends in the
political environment as they affect the Company. This
Committee met three times during the fiscal year ended June 30,
1994.
The Compensation Committee currently consists of four
members who are non-employee directors. After the stockholder's
meeting, the Committee will have three members due to Mr.
Frazee's retirement. The responsibilities of the Compensation
Committee include administering the stock option and incentive
compensation plans of the Company and its wholly-owned
subsidiary, IMC Fertilizer, Inc. (hereinafter sometimes called
"Fertilizer"), monitoring the pension and other Fertilizer
benefit plans, and reviewing and approving, or recommending to
the Board for approval, the amount and nature of compensation to
be paid to corporate officers and other key employees. This
Committee met five times during the fiscal year ended June 30,
1994.
The full Board had six regular and one special meeting
during the fiscal year ended June 30, 1994. Each of the
directors attended at least 75% of the aggregate of the total
number of meetings of the Board and committees of the Board on
which he served except for Mr. Considine, who attended 71.4% due
to conflicts in his schedule with other board meetings.
Employee directors of the Company (currently Messrs. Bueche
and Speir) receive no fees or remuneration, as such, for service
on the Board or any committee of the Board. Non-employee
directors receive annual retainers of $21,000, attendance fees
of $1,000 for each meeting they attend of the Board and a Board
committee to which they were assigned, and additional annual
retainers of $2,000 for service as chairperson of a Board
committee.
The Company and Mr. Turner have entered into a consulting
arrangement under which Mr. Turner receives an annual retainer
of $250,020 for his services for the period March 1, 1993
through February 29, 1996.
Pursuant to a Directors Retirement Service Plan, a
non-employee director, who has served at least six years as a
director, has agreed to remain available to provide consultation
services to Company management and does not work for a
competitor, will, upon attainment of age 70 and after retirement
from the Board, receive an annual pension for a period of ten
years (subject to earlier termination upon death) equal to 60%
to 100% of the annual retainer in effect at retirement,
depending upon the length of the director's service (60% if six
years, 70% if seven, 80% if eight, 90% if nine, and 100% if ten
years or more).
A description of a proposed plan under which each
non-employee director receives options to buy Company stock at
its market price on the date of the grant of the option is found
on page 15.
OWNERSHIP OF THE COMPANY'S SECURITIES
Ownership by Directors and Officers
The Securities and Exchange Commission ("SEC") considers any
person who has or shares voting and/or investment power with
respect to a security, or who has the right to acquire a
security within 60 days (such as through the exercise of an
option), to be the beneficial owner (as that term is defined by
Rule 13d-3 under the Securities and Exchange Act of 1934) of
that security. The following table shows the number of shares
of the Company's Common Stock that are owned beneficially as of
August 15, 1994, by each nominee for director, each director
continuing in office, each executive officer named in the
Summary Compensation Table, and all directors and executive
officers as a group, with sole voting and investment power
unless otherwise indicated.
Number of
Shares Owned Percent
Beneficially of Class
Name as of 8/15/94 (1) Outstanding (2)
Wendell F. Bueche 28,940(4)
Raymond F. Bentele 500
Frank W. Considine 1,200
James M. Davidson 200
Rowland C. Frazee 500
Richard A. Lenon 4,000
Thomas A. Roberts, Jr. 1,000
Billie B. Turner 46,973
James D. Speir 56,058(3)(4)
Robert C. Brauneker 55,008(3)(4)(5)
C. Steven Hoffman 19,580(3)(4)
Marschall I. Smith 8,010(4)
Directors and executive
officers as a group 269,674(3)(4)(5) .83%
(1) Beneficial ownership of the Company's securities is based on
information furnished or confirmed by each officer and director.
(2) No individual director or officer is a beneficial owner of more
than 0.17 percent of the class outstanding.
(3) Includes shares purchasable within 60 days of August 15, 1994
through the exercise of options granted under the Company's stock
option plan, as follows: Mr. Speir, 17,600 shares; Mr.
Brauneker, 21,900 shares; Mr. Hoffman, 9,000 shares; directors
and executive officers as a group, 69,500 shares.
(4) Includes restricted shares held in escrow subject to service and
performance criteria under the Company's Long-Term Performance
Incentive Plan, as follows: Mr. Bueche, 18,780 shares; Mr.
Speir, 7,620 shares; Mr. Brauneker, 6,900 shares; Mr. Hoffman,
6,000 shares; Mr. Smith, 5,880 shares; directors and executive
officers as a group, 54,240 shares.
(5) The number of shares shown in the table includes 1,428 shares
owned by family members of Mr. Brauneker over which they may
share voting and investment power by reason of their
relationship.
Ownership by Others
The Company believes that, as of August 15, 1994, only the
following named institution, based on its filings with the Company
and the SEC, is a beneficial owner of more than five percent of the
Company's Common Stock entitled to vote at this meeting. The
beneficial owner has sole voting authority and investment discretion
with respect to the Common Stock reported:
Name and Address Shares Beneficially Percent
of Beneficial Owner Owned of Class
NWQ Investment Management Company 1,911,908 5.9
655 South Hope Street
Los Angeles, CA 90017
AGREEMENTS WITH OFFICERS
Agreements with the executive officers shown in the Summary
Compensation Table, to become effective in the event of a change in
control of the Company, are intended to assure the Company and its
subsidiaries of the continued services of these executives. In
general, each of the agreements provides that in the event there is a
change in control of the Company (as defined on page 14), the
executive shall remain employed by the Company in his then current
position at the then current base and incentive compensation and
benefit levels for a period of three years, subject to earlier
expiration because of voluntary resignation, mandatory retirement,
disability, or termination for cause, as defined in the agreements
and as determined by the Board of Directors. If the Company breaches
the agreement, the Company is obligated to provide the executive
certain severance benefits, including two years' base salary plus
twice the average of the prior two years' bonuses. In addition, the
Company would become obligated to continue the executive's
participation in various compensation and benefit plans in which the
executive was participating when the agreement became effective.
Certain provisions of the federal tax law impose a 20% surcharge
upon an executive of a corporation and deny Federal income tax
deductibility to the corporation as to a significant portion of the
severance payments made to an executive because of a change in
control, if such payments as a whole exceed three times his or her
average annual base and incentive compensation for the most recent
five years. The amounts estimated to be payable under the aforesaid
agreements, if those agreements become effective, could be large
enough to subject the executives to the surcharge or to deprive the
Company of any deduction, although such result is not believed to be
likely. However, the Company has agreed with each of the executives
that, if a surcharge were assessed upon payment of the aforementioned
severance benefits, it will provide "grossed up" reimbursement to the
executive, including any tax due on such additional amounts paid to
him or her up to a specified maximum.
If a change in control did occur and the contingent employment
agreements were breached by the Company within three years
thereafter, the amount of cash that would be payable in respect of
these contracts is estimated (as of July 1, 1994 and excluding any
gross-up) to be: Mr. Bueche, $1,360,080; Mr. Speir, $690,000; Mr.
Brauneker, $650,080; Mr. Hoffman, $548,160; and Mr. Smith, $488,000.
The Company and Mr. Bueche have entered into a contract under
which Mr. Bueche is to serve as Chief Executive Officer of the
Company until February 29, 1996 at a salary rate of not less than
$500,040 per annum. The Company and Mr. Bueche have also entered
into an agreement whereby Mr. Bueche will be retained as a consultant
for three years from the date of his retirement (provided such
retirement is not before March 1, 1996) at an annual fee of $250,000.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Compensation Structure
Management has developed a compensation structure which the
Committee has approved and which is designed to attract and retain
skilled and experienced personnel and to reward superior performance.
The Committee's objective has been to develop total compensation
programs which provide competitive annual compensation and the
opportunity for above average long-term compensation tied to the
Company's success in creating value for its stockholders. The key
elements of this compensation structure are:
Annual Compensation -- consisting of base salary and bonus;
Under the Omnibus Budget Reconciliation Act of 1993, compensation
paid to certain executives of the Company in excess of $1 million in
1994 and subsequent years may be non-deductible for federal income
tax purposes unless the compensation qualifies as "performance-based"
compensation or is otherwise exempt under the law and proposed
Internal Revenue Service regulations issued in December 1993. The
Compensation Committee believes that the new law and proposed
regulations require clarification. For this reason, the Compensation
Committee has not developed any policy with respect to this matter.
The Compensation Committee will review this decision from time to
time as the new law and proposed regulations are clarified.
Long-Term Compensation -- consisting of stock options,
restricted stock awards, and other long-term performance-based
awards.
The Company utilizes this compensation structure to recognize
meaningful differences in individual performance and to provide all
executives the opportunity to exceed competitive levels of total
compensation based on outstanding company performance.
Annual Compensation - Base Salary
Base salary levels for executives are established based on the
Committee's review of industry and national surveys of compensation
levels and its review of the recommendations of the compensation
professionals employed by the Company. The Committee strives to
maintain salary levels at the level of the Company's peers, some of
which companies are referred to in the performance graph on page 13.
The Committee intends for salary to comprise of 30% to 35% of an
executive's total compensation.
Annual Compensation - Management Incentive Compensation Plan (Bonus)
To reward named executive officers for meeting annual goals as to
earnings per share, an annual bonus equivalent to approximately 35%
to 60% of annual salary will be payable after the end of the fiscal
year if those goals are met. Additional amounts may be payable if
goals are exceeded and conversely, smaller amounts may be paid, at
the discretion of the Board, if goals are not met. Overall the
Committee plans for short term incentives such as this to comprise
between 20% to 25% of an executive's total compensation.
Awards are paid in cash but a participant may elect, at the
beginning of the fiscal year, to defer receipt to a future date.
Deferred amounts bear interest at the prime rate quoted by the Wall
Street Journal under the heading "Money Rates."
Long-Term Compensation - 1988 Stock Option and Award Plan (Stock
Options)
The Company uses stock options as a component of its compensation
package because they align the interests of key management with those
of the Company's stockholders. Stock options provide such employees
with the opportunity to buy and maintain an equity interest in the
Company as well as share in the appreciation of the value of the
Company's shares. Options are awarded periodically. Although none
were awarded in 1993, 428,650 weer awarded in 1994.
Long-Term Compensation - Long-Term Performance Incentive Plan
Under a new Long-Term Performance Incentive Plan, the named
executives are awarded shares of restricted Common Stock of the
Company and contingent stock units by the Compensation Committee of
the Board of Directors. These awards focus the executive upon the
attainment of performance objectives. Shares and units vest in
increments that are established pursuant to the plan and extend to
the end of the performance period. Twenty percent of the awards vest
based on service with the Company and 80% vest based on the
performance of the Company against objectives referred to in the note
to the table on page 11, over the performance period. During the
performance period the participants receive dividends and dividend
equivalents on the shares and units, respectively, and they are
entitled to vote the shares but otherwise have no access to them
until they are vested. In the case of the restricted shares,
restrictions on the shares lapse on the date they are vested and
stock certificates are delivered to the participants. Upon vesting,
contingent stock units are paid in cash at the average market price
of the Company's Common Stock at the end of the period.
It is the intent of the Committee that long term compensation
consisting of stock options, restricted stock and contingent stock
units is targeted to comprise 40% to 50% of total compensation.
Compensation of Chief Executive Officer
The annual salary of Mr. Bueche, the Chief Executive Officer is
$530,040, which became effective as of July 1, 1994. This amount
reflects a $30,000 increase in pay after a sixteen month employment
period. The salary amount was arrived at by the Committee, by
reviewing both Mr. Bueche's performance since February 18, 1993 and
salaries paid to chief executive officers of similar companies, some
of which comprise the Media General Industry Group 102 (Sulfur and
Nitrates) shown on the Performance Graph on page 13.
Based on improved financial results for the Company for the 1994
fiscal year, Mr. Bueche received a bonus of $300,000. For the 1993
fiscal year, he received no bonus. Awards of stock options,
restricted shares and contingent stock units were arrived at by
evaluating Mr. Bueche's job performance and by targeting an objective
of 60% to 70% of his cash compensation to be earned exclusively from
at risk, long term incentives.
Respectfully submitted to the Company's stockholders by the
Compensation Committee of the Board of Directors.
Richard A. Lenon, Chairman
Raymond F. Bentele
Rowland C. Frazee
Thomas H. Roberts, Jr.
Compensation of Executive Officers
The following table sets forth information as to the compensation
of the chief executive officer and each of the other four most highly
compensated executive officers of the Company (collectively the
"Named Executive Officers") for fiscal year 1994:
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e)
Other
Name and Annual
Principal Fiscal Compen-
Position Year Salary Bonus sation (3)
Wendell F.Bueche 1994 $500,040 $300,000 $10,567
Chairman & CEO 1993(1) 180,143 0 5,212
James D. Speir 1994 270,000 115,000 0
President, 1993 240,000 35,000 0
& COO 1992 212,500 110,000 0
Robert C. Brauneker 1994 245,040 115,000 0
Executive VP, 1993 224,040 45,000 0
Chief Financial 1992 202,040 110,000 0
Officer
C. Steven Hoffman 1994 214,080 94,000 0
Senior VP, 1993 179,200 26,000 0
Marketing 1992 157,520 85,000 0
Marschall I. Smith 1994(2) 175,000 68,000 6,390
Senior VP, Secretary
& General Counsel
[note: the below table goes to the right of above table]
Long-Term Compensation
Awards Payouts
Restricted Securities
Stock Underlying LTIP All Other
Award(4) Options/SAR's# Payouts Compensation
(f) (g) (h) (i)
Wendell F. Bueche $280,135 91,500 0 $35,542(5)
420,500 0 0 31,542(5)
James D. Speir 113,665 37,100 0 24,264(6)
0 0 0 15,008(6)
296,100 9,000 0 17,291(6)
Robert C. Brauneker 102,925 33,600 0 21,209(7)
0 0 0 12,846(7)
296,100 l0,000 0 14,816(7)
C. Steven Hoffman 89,500 29,400 0 13,793(8)
0 0 0 6,834(8)
296,100 9,000 0 9,056(8)
Marschall I. Smith 87,710 28,800 0 6,712(9)
(1) Mr. Bueche's employment with the Company commenced on February
18, 1993.
(2) Mr. Smith's employment with the Company commenced on September 1,
1993.
(3) Represents payments to offset liabilities incurred for relocation
expenses.
(4) Awards of restricted shares and contingent stock units under the
Long-Term Performance Incentive Plan which vest based on service
with the Company. The number of such shares and units held at
the end of fiscal year 1994 was: Mr. Bueche 3,756 shares and
2,504 units; Mr. Speir 1,524 shares and 1,016 units; Mr.
Brauneker 1,380 shares and 920 units; Mr. Hoffman 1,200 shares
and 800 units; and Mr. Smith 1,176 shares and 784 units.
Dividends are paid on share awards. Twenty-five percent of the
shares and units will vest on each of January 1, 1995, and
January 1, 1996, and the remaining fifty percent will vest on
June 30, 1977. The value of the shares and units at the end of
the fiscal year was $216,753; $87,948; $79,638; $69,250 and
$67,865 for Messrs. Bueche, Speir, Brauneker, Hoffman and Smith,
respectively.
(5) The value of the benefit to Mr. Bueche for life insurance
premiums paid by the Company.
(6) The reported amounts for 1994, 1993 and 1992 consist,
respectively, of:
(i) $9,274, $3,600 and $8,081 which represent the amount of
contributions made by the Company to the Defined
Contribution Savings Plan; and
(ii) $14,990, $11,408 and $9,210 which represent the value of the
benefit for life insurance premiums paid by the Company.
(7) The reported amounts for 1994, 1993 and 1992 consist,
respectively, of:
(i) $8,827, $3,363 and $7,574 which represent the amount of
contributions made by the Company to the Defined
Contribution Savings Plan; and
(ii) $12,382, $9,483 and $7,242 which represent the value of the
benefit for life insurance premiums paid by the Company.
(8) The reported amounts for 1994, 1993 and 1992 consist,
respectively, of:
(i) $7,711, $2,628 and $5,955 which represent the amount of
contributions made by the Company to the Defined
Contribution Savings Plan; and
(ii) $6,082, $4,206 and $3,101 which represent the value of the
benefit for life insurance premiums paid by the Company.
(9) The value of the benefit to Mr. Smith for life insurance premiums
paid by the Company.
The following table sets forth information with respect to all
stock options granted in fiscal 1994 to each of the Named Executive
Officers. There were no grants of stock appreciation rights ("SARs")
in fiscal 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
(a) (b) (c) (d)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price
Name Granted(#)(1) Fiscal Year ($/Share)
Wendell F. Bueche 91,500 21.3% $34.1875
James D. Speir 37,100 8.7 34.1875
Robert C. Brauneker 33,600 7.8 34.1875
C. Steven Hoffman 29,400 6.9 34.1875
Marschall I. Smith 28,800 6.7 34.1875
[note: The table below goes to the right of table above]
Grant Date Value
(e) (f)
Expiration Grant Date
Name Date Present Value($)(2)
Wendell F. Bueche 10/20/03 $1,151,070
James D. Speir 10/20/03 466,718
Robert C. Brauneker 10/20/03 422,688
C. Steven Hoffman 10/20/03 369,852
Marschall I. Smith 10/20/03 362,304
(1) Each of the stock options granted in fiscal 1994 by the
Company to the Named Executive Officers is not immediately
exercisable. One-third of the number of stock options
covered by each grant will become exercisable on the first,
second and third anniversaries of the respective date of
grant.
(2) The Black-Scholes option pricing model was used to determine
the grant date present value of the stock options granted in
fiscal 1994 by the Company to the Named Executive Officers.
Under the Black-Scholes option pricing model, the grant date
present value of each stock option referred to in the table
was estimated at $12.58. The material assumptions and
adjustments incorporated in the model in estimating the value
of the options include the following: (i) an exercise price
of $34.1875 equal to the fair market value of the underlying
stock on the date of grant; (ii) an option term of ten years;
(iii) an interest rate of 5.33 percent representing the
interest rate on a U.S. Treasury security with a maturity
date corresponding to that of the option term; (iv)
volatility of 34.04 percent calculated using daily stock
prices for the one-year period prior to the grant date; (v)
dividends at the rate of $0 per share representing the
annualized dividends paid with respect to a share of common
stock at the date of grant; (vi) reductions of 17.57 percent
to reflect the probability of forfeiture due to termination
prior to vesting and 17.42 percent to reflect the probability
of a shortened option term due to termination of employment
prior to the option expiration date.
The ultimate values of the options will depend on the future
market price of the Company's stock, which cannot be forecast
with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the excess
of the market value of the Company's common stock over the
exercise price on the date the option is exercised.
The following table sets forth information with respect to
all exercises of Company stock options and SARs in fiscal 1994 by
each of the Named Executive Officers and all outstanding Company
stock options and SARs held by each of the Named Executive
Officers as of June 30, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c)
Shares Acquired Value
Name on Exercise (#) Realized ($)
Wendell F. Bueche 0 0
James D. Speir 0 0
Robert C. Brauneker 0 0
C. Steven Hoffman 0 0
Marschall I. Smith 0 0
[note: The table below goes to the right of table above]
Number of Unexercised Value of Unexercised
Options/SARs at in-the-money Options/SARs
Fiscal Year-End (#) at Fiscal Year-End ($)
Exercisable/(d) Exercisable/(f)
Name Unexercisable(e) Unexercisable(g)
Wendell F. Bueche 0 0
91,500 40,031
James D. Speir 17,600 22,575
37,100 16,231
Robert C. Brauneker 21,900 64,238
33,600 14,700
C. Steven Hoffman 9,000 0
29,400 12,863
Marschall I. Smith 0 0
28,800 12,600
The following table sets forth certain information concerning awards
made to the Named Executive Officers under the Company's Long-Term
Performance Incentive Plan during fiscal 1994.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Number of Shares Performance or
Units or Other Other Period Until
Name Rights (#) (1) Maturation or Payout
(a) (b) (c)
Wendell F. Bueche 15,024 shares 1/1/94 to 6/30/97
10,016 units
James D. Speir 6,096 shares 1/1/94 to 6/30/97
4,064 units
Robert C. Brauneker 5,520 shares 1/1/94 to 6/30/97
3,680 units
C. Steven Hoffman 4,800 shares 1/1/94 to 6/30/97
3,200 units
Marschall I. Smith 4,704 shares 1/1/94 to 6/30/97
3,136 units
[note: The table below goes to the right of table above]
Estimated Future Payouts Under
Non-Stock Price Based Plans
(d) (e) (f)
Threshold (#) Target (#) Maximum (#)
Wendell F. Bueche 1,878 shares 6,573 shares 15,024 shares
1,252 units 4,382 units 10,016 units
James D. Speir 762 shares 2,667 shares 6,096 shares
508 units 1,778 units 4,084 units
Robert C. Brauneker 690 shares 2,415 shares 5,520 shares
460 units 1,610 units 3,680 units
C. Steven Hoffman 600 shares 2,100 shares 4,800 shares
400 units 1,400 units 3,200 units
Marschall I. Smith 588 shares 2,058 shares 4,704 shares
392 units 1,372 units 3,136 units
(1) Awards of restricted shares and contingent stock units under the
Long-Term Performance Incentive Plan. Awards are earned on the
basis of the performance of the Company against the objective of
earnings per share for the fiscal years ending June 30, 1995;
June 30, 1996; and June 30, 1997. One-half of the award earned
will vest on June 30 of the fiscal year earned, and one-half
will vest on June 30, 1997. Restrictions on the shares lapse on
the date they are vested, and stock certificates are delivered
to the participant. Contingent stock units are paid in cash at
the average selling price of the Company's Common Stock on the
date of the applicable vesting or the first business day
following such date. If a participant voluntarily terminates
employment with the Company, he forfeits all his awards that
have not previously vested.
Pension Plans
Fertilizer maintains a non-contributory qualified pension
plan which covers all salaried employees, including Company
officers. The annual pension to which a participant is
entitled at normal retirement age (65) is an amount based on
the highest final average annual remuneration for the five
highest paid years out of the ten years immediately preceding
retirement and years of credited service up to 35 years.
Remuneration for these purposes includes salary and 50% of
bonus as shown in the Summary Compensation Table. Amounts
payable are subject to deduction for social security.
The Internal Revenue Code of 1986, as amended (the "Code"),
requires certain limitations on benefits provided under a
qualified retirement plan. To the extent pension benefits
otherwise payable under the qualified pension plan's formula
exceed the Code's limitations, the Board of Directors has
approved a non-qualified plan, the Supplemental Executive
Retirement Plan, which provides for payment of amounts in
excess of the Code's limitations from the Company's operating
funds to its participants.
The following table shows the estimated annual pension
benefits which would be payable to the named executive officers
for life at normal retirement under the qualified
pension plan. (If elected, an optional form of pension would,
on an actuarial basis, reduce benefits to the participant but
provide benefits to a surviving beneficiary or permit a
one-time lump sum present value payment.)
Annual Average
of Highest Five
Years Covered
Remuneration for Annual Benefits for Years
Pension Purposes of Service Indicated
in Ten Years
Preceding Normal
Retirement Date 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
or More
$100,000 $ 16,800 $ 25,100 $ 33,500 $ 41,900 $ 48,500 $ 55,100
200,000 34,600 51,800 69,100 86,400 100,200 113,900
300,000 52,400 78,500 104,700 130,900 151,800 172,700
400,000 70,200 105,200 140,300 175,400 203,500 231,500
500,000 88,000 131,900 175,900 219,900 255,100 290,300
600,000 105,800 158,600 211,500 264,400 306,800 349,100
700,000 123,600 185,300 247,100 308,900 358,400 407,900
800,000 141,400 212,000 282,700 353,400 410,100 466,700
The Supplemental Executive Retirement Plan, which is a
non-contributory, non-qualified plan, provides an additional pension
benefit for Company executive officers and certain other key
executives based on the participant's final average annual
remuneration for pension purposes, but taking into account 100% of
bonus and years of credited service up to a maximum of 20, payable to
the extent that such benefits exceed those payable under the
above-described qualified retirement plan.
The following table shows the additional amount of annual
retirement benefit payable under the Supplemental Executive
Retirement Plan to covered officers and key employees for life
beginning at age 65, based upon 10, 15 and 20 or more years of
service.
Annual Average
of Highest Net Additional
Five Years Annual Benefits
Covered Remunera- for Years of
tion for Pension Service Indicated
Purposes in Ten
Years Preceding
Normal Retire-
ment Date 10 yrs. 15 yrs. 20 yrs.
$100,000 $ 13,200 $ 19,900 $ 26,500
200,000 25,400 38,200 50,900
300,000 37,600 56,500 75,300
400,000 49,800 74,800 121,200
500,000 62,000 106,200 181,200
600,000 74,200 151,200 241,200
700,000 91,200 196,200 301,200
800,000 121,200 241,200 361,200
Company Stock Performance
The following graph compares the cumulative total return for the
Company's common shares with the Standard & Poor's 500 Index and the
Media General Industry Group 102, a representative industry peer
group:
The Performance Graph was submitted under Form SE on August 17,
1994.
Management Compensation and Benefit Assurance Program
The Board adopted a Management Compensation and Benefit
Assurance Program in October, 1988. The purpose of this program
is to ensure that officers and key management personnel receive
the compensation and benefits that have been committed to and
are reasonably expected by them under the terms of certain
benefit plans, including severance and benefits in the event of
termination of employment after a change in control.
Under the Program, trusts have been established with the
Wachovia Bank of North Carolina, N.A. of Winston-Salem, North
Carolina to ensure appropriate payment when due of commitments,
awards and benefits under the Management Incentive Compensation
Plan (including any deferred bonuses), the Supplemental
Executive Retirement Plan, the Long-Term Performance Incentive
Plan, the Stock Option Plan, the employment agreements referred
to on page 6 and the gross-up arrangements referred to on page
6. These trusts are partially funded with operating funds of
the Company, subject to full funding in the event that the
Trustee is notified that a change in control has occurred or is
about to occur.
Assuming a change in control occurred, as determined by the
Compensation Committee, distributions by the Trustee would be
made only if an officer was involuntarily terminated without
cause within three years after a change in control and/or only
to the extent the Company failed to honor its commitments and
subject to the claims of the Company's creditors and to the
terms of the benefit plan involved. The annual cost to the
Company to maintain the trusts is estimated to be $21,000. Full
funding under the arrangements that could be required would
depend on the Company's outstanding commitments subject to the
Program from time to time.
Incident to the adoption of the above Assurance Program,
compensation and benefit plans of the Company and Fertilizer
were amended as follows: the Stock Option Plan and the
Long-Term Performance Incentive Plan were amended to permit the
conversion of restricted shares and contingent stock units, the
vesting of which would be accelerated by a determination of a
change in control by the Board and the Compensation Committee,
into their dollar value on the date of absolute change in
control and the payment of the equivalent thereof into the
trusts for distribution to the grantees at a specified later
time; the Stock Option Plan was amended to provide, in respect
of all options, limited stock appreciation rights, the
exercisability of which is accelerated by the determination of a
change in control as aforesaid and the payment of the spread
between the option price and the market price on the date of
absolute change of control into the trusts for distribution at a
specified later time; the Management Incentive Compensation Plan
was amended to provide for payment of prorated target bonus
awards in the event a participant is involuntarily terminated
without cause after a change in control; the Supplemental
Executive Retirement Plan was amended to provide for immediate
vesting of participants who are involuntarily terminated without
cause after a change in control; and the Retirement Plan for
Salaried Employees was amended to provide immediate vesting upon
involuntary termination without cause after a change in control
and for credited service for severance periods, if any.
"Change in control" of the Company is defined to occur when
any of the following occur: (a) a report under the securities
laws is required that a change in control has occurred; (b) a
person becomes the beneficial owner of 20% or more of the voting
power of the Company; (c) the present and their successor
directors cease to be a majority of the Board of Directors; (d)
a merger of the Company in which less than 50% of the voting
power is retained by the pre-merger shareholders; and (e) the
sale of all or substantially all of the assets of the Company.
"Absolute Change in Control" means the occurrence of the events
in clause (c) above or a person becomes the owner of 50% or more
of the voting power.
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The 1994 Stock Option Plan for Non-Employee Directors (the
"Directors Plan") was unanimously adopted by the Board on August
18, 1994 and became effective on that date, subject to approval
by the stockholders at the Annual Meeting. The Directors Plan
authorizes the grant of options ("Options") to purchase Common
Stock to directors of the Company who are not also employees of
the Company or any of its subsidiaries ("Eligible Directors").
The Company currently has seven Eligible Directors entitled to
participate in the Directors Plan. Adoption of the Plan
requires the affirmative vote of a majority of the shares of the
Company's Common Stock represented at the meeting in person or
by proxy.
A summary of the Directors Plan set forth below is subject
to, and qualified by, the complete terms of the Directors Plan
which is attached as Exhibit A to this Proxy Statement.
Purpose
The purpose of the Directors Plan is to provide a means for
the Company to attract and retain Eligible Directors and to
provide opportunities for Common Stock ownership by Eligible
Directors which will increase their proprietary interest in the
Company and, consequently, their identification with the
interests of the Company's stockholders.
Shares Subject to the Directors Plan
Up to 100,000 shares of Common Stock may be issued pursuant
to the exercise of Options. Such shares may be either
authorized but unissued or treasury shares. The Company will
reserve 100,000 shares of authorized but unissued Common Stock
for issue upon exercise of Options.
In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation, distribution of assets, or any other changes in
the corporate structure or stock of the Company, the aggregate
number and kinds of shares of Common Stock authorized by the
Directors Plan, the number and kinds of shares covered by
outstanding Options granted under the Directors Plan and the
purchase price for each Option shall be automatically adjusted.
Administration and Duration of Plan
The Directors Plan is administered by the Compensation
Committee of the Board (the "Committee"). Grants of Options
under the Directors Plan and the amount and nature of the awards
to be granted are automatic. On the third Thursday in August of
each year, beginning in 1994, each Eligible Director will
receive Options to purchase 1,000 shares of Common Stock.
All questions regarding interpretation, administration and
application of the Directors Plan, any related agreements and
instruments, and the value of shares of Common Stock subject to
Options are subject to the good faith determination of the
Committee, which determination is final and binding.
The Directors Plan shall remain in effect, unless terminated
earlier by the Board, until all shares of Common Stock subject
thereto shall have been purchased or acquired pursuant to its
provisions.
Participation in the Directors Plan
Only Eligible Directors may participate in the Directors
Plan and are eligible to receive Options. On August 18, 1994,
Options to purchase 1,000 shares of Common Stock at a per share
exercise price of $ were granted to Raymond F. Bentele,
Frank W. Considine, Dr. James M. Davidson, Rowland C. Frazee,
Richard A. Lenon, Thomas H. Roberts, Jr. and Billie B. Turner,
subject to stockholder approval of the Directors Plan at the
Annual Meeting. On August 18, 1994 the closing price of the
Common Stock as reported on the New York Stock Exchange was
$ per share.
Options
Options give a participant the right to acquire shares of
Common Stock. Options granted under the Directors Plan are
intended to be nonstatutory stock options for purposes of the
Internal Revenue Code. The Option price per share of Common
Stock shall be 100% of the fair market value (as determined in
the manner set forth in the Directors Plan) of a share of Common
Stock on the date of grant. The Option price must be paid in
full at the time of exercise in cash, in shares of previously
acquired Common Stock having a fair market value at the time of
exercise equal to the total Option price, partly in cash and
partly in shares of Common Stock, or such other consideration as
may be approved by the Committee.
Options granted under the Directors Plan are immediately
exercisable and may be exercised at any time while the Eligible
Director holding the Option remains a director and within
twenty-four (24) months after an Eligible Director ceases to be
a director of the Company. Notwithstanding the foregoing, no
Option may be exercised more than ten (10) years after the date
of grant. Options are not transferable other than by will or by
the laws of descent and distribution and are not exercisable
during the life of a participant other than by the participant
or his or her guardian or legal representative. Shares of
Common Stock delivered by the Company upon the exercise of an
Option may not be sold by the Eligible Director or other holder
thereof within the six-month period following the date of grant,
unless the sale is consummated with the written consent of the
Committee.
Federal Income Tax Consequences
Exercise of Options for Cash: The grant of nonstatutory
stock options will not cause participants to recognize income
subject to immediate Federal income taxation. Participants
generally recognize ordinary income upon exercise in an amount
equal to the excess of the fair market value of the acquired
Common Stock over the Option exercise price. A subsequent
disposition of the Common Stock acquired through exercise of an
Option generally will give rise to capital gain or loss, which
will be short-term or long-term depending on the length of time
the Common Stock was held.
Exercise of Options with Previously Acquired Common Stock:
In general, a participant will not recognize gain or loss on any
unrealized appreciation or depreciation in the value of Common
Stock used to pay the Option price on the exercise of an Option.
Amendment of the Directors Plan
The Board may suspend, terminate, revise or amend the
Directors Plan, provided: (1) that no amendment which alters
provisions governing the number of Options to be granted, Option
purchase price, Option period, terms of exercise provisions,
transferability, or termination of an Option may be made more
than once in any six-month period other than to comply with
changes in the Internal Revenue Code or rules thereunder; and
(2) that no amendment to the Directors Plan may be made without
stockholder approval which (a) materially increases the number
of shares issuable pursuant to the Directors Plan, (b) changes
the eligibility to receive Options under the Plan, or (c)
materially increases the benefits accruing to Eligible Directors
under the Directors Plan.
Approval of the Directors Plan requires the affirmative vote
of a majority of the shares voting on the matter at the Annual
Meeting.
The Board of Directors recommends that the stockholders vote
FOR approval of the Directors Plan (Item No. 2 on the proxy
card).
ADOPTION OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION
The objective of the Amendment is to change the Company's
name from "IMC Fertilizer Group, Inc." to "IMC Global Inc." The
Company believes that the new name will simplify its
identification but still be familiar to its customers and
suppliers. The Company is implementing a new corporate identity
program which will replace the Fertilizer name with IMC Global
Inc. The Company believes that the new corporate identity and
the new name will reinforce recognition of the products of the
Company and its subsidiaries and provide flexibility for growth.
The Board of Directors of the Company unanimously approved
an amendment to the Company's Restated Certificate of
Incorporation (the "Amendment") and directed its submission to
stockholders.
Approval is requested of the Amendment set forth in the
following resolution of the Board of Directors:
Resolved, that the Board of Directors proposes, and declares
the advisability of, an amendment to the Restated Certificate of
Incorporation, deleting ARTICLE FIRST and inserting the
following new ARTICLE FIRST:
FIRST: The name of the corporation is IMC Global Inc.
Adoption of the Amendment requires the affirmative vote of a
majority of the shares of the Company's Common Stock
outstanding. Abstentions and broker non-votes will be the
equivalent of votes against the Amendment.
The Board of Directors recommends that the stockholders vote
FOR adoption of this amendment (Item No. 3 on the proxy card).
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit
Committee, appointed Ernst & Young LLP as independent public
auditors to examine and report on the financial statements of
the Company and its subsidiaries for the fiscal year ending June
30, 1995, subject to stockholder approval at the annual
meeting.
During the year ended June 30, 1994, Ernst & Young LLP
provided the Company with audit services, including examinations
of and reporting on the Company's consolidated financial
statements, as well as those of several of its subsidiaries and
of certain of its employee benefit plans. Audit services also
included accounting advisory services and review of filings with
the Securities and Exchange Commission and the annual report to
shareholders. Ernst & Young LLP also performed certain
non-audit services for the Company such as federal, state and
local tax advisory services. Fees paid to Ernst & Young LLP by
the Company during the year ended June 30, 1994 amounted to
$1,028,997.
Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting and will have the opportunity to
make any statements they may desire. They also will be
available to respond to appropriate questions of the
stockholders.
Ratification of the appointment of Ernst & Young LLP as
independent auditors requires the affirmative vote of a majority
of the shares of the Company's Common Stock voting on the matter
at the Annual Meeting.
The Board of Directors recommends that the stockholders vote
FOR ratification of this appointment (Item No. 4 on the proxy
card).
MISCELLANEOUS INFORMATION
The Board of Directors and management know of no matters
which will be presented for consideration at the meeting other
than those stated in the notice of meeting and described in this
proxy statement.
Discretionary Voting Authority
If any matter properly comes before the meeting, the persons
named in the accompanying proxy form will vote such proxy in
accordance with their judgment regarding such matters, including
the election of a director or directors other than those named
herein should an emergency or unexpected occurrence make the use
of discretionary authority necessary, and also regarding matters
incident to the conduct of the meeting.
Shareholder Proposals
For stockholders who may be interested in submitting a
resolution for consideration at the next annual stockholders'
meeting, the deadline for submitting such proposals in order to
be considered for inclusion in the proxy statement is May 11,
1995. Proposals should be sent to the Secretary of the Company,
2100 Sanders Road, Northbrook, Illinois 60062.
Proxy Solicitation
Proxies are solicited by the Board of Directors and
management to assure that stockholders who are unable to attend
the meeting have the opportunity nonetheless to cast a vote on
the issues to come before the meeting. In addition to the use
of the mails, proxies may be solicited by personal interview,
telephone and telegrams by directors, officers and employees of
the Company. Arrangements may also be made with brokerage
houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of
stock held of record by such persons, and the Company may
reimburse them for reasonable out-of-pocket expenses incurred by
them in connection therewith. In addition, the Company has
retained Georgeson & Co. to aid in the solicitation, at an
estimated cost of $8,500, plus expenses. The cost of all proxy
solicitation, including payments to Georgeson & Co., will be
borne by the Company.
The giving of the proxy does not affect the right to vote in
person should the stockholder be able to attend the meeting.
Such proxy may be revoked at any time prior to the effective
exercise thereof by the execution of a subsequent proxy or, if
the shareholder attends the meeting and wants to vote in person,
by notifying the Secretary at the meeting of his intention to so
vote.
Prompt execution and return of the proxy is requested in
order to assure the presence, in person or by proxy, of the
holders of a majority of the shares entitled to vote at the
meeting, which is required for a quorum.
By order of the Board of Directors
Senior Vice President, Secretary
and General Counsel
Dated: September 9, 1994
Exhibit A
IMC FERTILIZER GROUP, INC.
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
I. PURPOSE.
The purpose of the IMC Fertilizer Group, Inc. 1994 Stock Option
Plan for Non-Employee Directors (the "Plan) is to promote the best
interests of IMC Fertilizer Group, Inc. (the "Company") and its
shareholders by providing a means to attract and retain directors
of exceptional competence who are not employees of the Company or
any subsidiary or affiliate thereof ("Eligible Directors") and to
provide opportunities for stock ownership by such Eligible
Directors which will increase their proprietary interest in the
Company and, consequently, their identification with the interests
of the Company's shareholders.
II. SECURITIES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section XI hereof, an
aggregate of 100,000 shares of the Company's common stock, $1 par
value ("Common Stock"), may be issued to Eligible Directors upon
the exercise of options granted under the Plan ("Options"). The
shares of Common Stock deliverable upon the exercise of Options may
be from authorized but unissued shares of the Company or shares
reacquired by the Company and held as treasury shares. In the
event that an Option granted under the Plan expires, is cancelled
or terminates unexercised as to any shares of Common Stock covered
thereby, if shares of Common Stock are used to satisfy the
Company's tax withholding obligations, or if shares of Common Stock
are delivered to the Company as payment of the Purchase Price (as
hereinafter defined) upon exercise, such shares shall thereafter be
available for the granting of additional Options under the Plan.
III. EFFECTIVE DATE: DURATION OF PLAN.
The Plan shall become effective as of the date of its adoption
by the Company's Board of Directors, provided that the Plan shall
be null and void unless approved by the shareholders of the Company
within twelve (12) months after the date of such adoption. Options
may be granted prior to such shareholder approval, provided that
such Options shall be granted subject to such shareholder approval
and shall not be exercisable until after such shareholder approval
has been secured. The Plan shall terminate (a) when the total
number of shares of Common Stock with respect to which Options may
be granted have been issued, or (b) by action of the Board of
Directors pursuant to Section XIV hereof, whichever shall first
occur.
IV. ADMINISTRATION.
The Plan shall be administered by the Compensation
Committee (the "Committee") of the Company's Board of
Directors. Grants of Options under the Plan and the amount
and nature of the awards to be granted shall be automatic
as described in Section VI hereof. However, all questions
regarding interpretation, administration and application of
the Plan, any related agreements and instruments, and the
value of shares of Common Stock subject to Options shall be
subject to the good faith determination of the Committee,
which determination shall be final and binding.
VI. OPTIONS.
(a) Grant of Options. Subject to adjustment as
provided in Section XI, as long as this Plan is effective
and has not been terminated, on the third Thursday in
August of each year, commencing August 18, 1994, each
Eligible Director shall automatically receive an Option to
purchase 1,000 shares of Common Stock. Any date on which
an Eligible Director receives an Option shall be referred
to as a "Grant Date."
(b) Purchase Price. The purchase price at which
shares of Common Stock may be purchased pursuant to Options
granted under the Plan shall be equal to the mean of the
high and low prices for shares of Common Stock as reported
in consolidated trading for securities traded on the New
York Stock Exchange (or in the principal market on which
the Common Stock is traded, if other than on the New York
Stock Exchange) on the Grant Date (or if no sales occurred
on such date, the average of the high and low prices for
shares of Common Stock as reported in consolidated trading
for securities traded on the New York Stock Exchange or on
such other principal market on the last preceding date on
which sales of Common Stock occurred) (the "Purchase
Price").
(c) Option Period. Subject to the following
sentence, an Option granted under the Plan may be exercised
at any time while the Eligible Director holding the Option
remains a director of the Company and within two (2) years
after an Eligible Director ceases to be a director of the
Company. No Option granted under the Plan shall be
exercisable after the expiration of ten (10) years from the
Grant Date of such Option.
(d) Exercise of Options. An Option shall be
exercised in whole or in part only by delivery of written
notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised and the
address to which the certificates for such shares are to be
mailed, together with cash or its equivalents (including
checks, bank drafts or postal or express money orders
payable to the order of the Company) and/or such other
consideration (including previously acquired shares of
Common Stock or shares of Common Stock issuable upon
exercise of the Option) as may be approved by the
Committee, in an amount equal to the aggregate Purchase
Price of such shares. Any shares of Common Stock tendered
by an Eligible Director in connection with the exercise of
an Option shall be valued as of the date of exercise in
accordance with Section VI(b) of the Plan As soon as
practicable after receipt of such written notification and
payment, the Company shall deliver to the Eligible Director
certificates for the number of the shares with respect to
which such Option has been so exercised, issued in the
Eligible Director's name.
(e) Transferability of Options. Options shall not be
transferable otherwise than by will or the laws of descent
and distribution and shall be exercisable during the
Eligible Director's lifetime only by such Eligible Director
or by his or her guardian or legal representative.
(f) Termination. Except as expressly provided
herein, an Option shall terminate on the earlier of:
(i) its expiration date as provided above, or
(ii) two (2) years after the Eligible Director ceases
to be a director of the Company.
VII. MANDATORY HOLDING PERIOD FOR COMMON STOCK.
Shares of Common Stock delivered by the Company upon
the exercise of an Option may not be sold by the Eligible
Director or other holder thereof within the six (6) month
period following the Grant Date of such Option unless such
a sale is consummated with the written consent of the
Committee. The Company may place a legend which sets forth
this six (6) month transfer restriction on any certificate
representing shares of Common Stock delivered upon the
exercise of an Option within six (6) months of the Grant
Date.
VIII. REQUIREMENTS IMPOSED BY LAW.
The Company is not required to sell or issue any
shares of Common Stock under any Option if the issuance of
such shares constitutes a violation by the Eligible
Director or by the Company of any provisions of any
law or regulation of any governmental authority or national
securities exchange. Any such determination by the
Committee shall be final, binding and conclusive.
IX. NO RIGHTS AS SHAREHOLDERS WITH RESPECT TO OPTIONS.
An Eligible Director shall not have rights as a
shareholder with respect to shares of Common Stock covered
by an Option except to the extent that an Option has been
exercised, the Purchase Price paid and a stock certificate
issued therefor.
X. NO RIGHT TO CONTINUE AS A DIRECTOR.
The granting of any Option shall not impose upon the
Company or its shareholders any obligation to continue to
retain an Eligible Director as a member of the Company's
Board of Directors, and the right of the Company or its
shareholders to remove an Eligible Director shall not be
diminished or affected in any way by reason of the fact
that an Option has been granted to such director.
XI. ADJUSTMENT OF AND CHANGES IN COMMON STOCK.
In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, distribution of assets, or any other changes
in the corporate structure or stock of the Company, the
aggregate number and kinds of shares of Common Stock
authorized by the Plan, the number and kind of shares
covered by outstanding options granted under the Plan and
the Purchase Price for each Option shall be automatically
adjusted. In the event of a merger, consolidation or
recapitalization of the Company pursuant to which the
outstanding Common Stock of the Company is converted into
any other security, cash or other property, each
outstanding option shall be automatically converted into an
option to purchase that into which the Common Stock
previously purchasable under such option was so converted,
at the same purchase price for such security, cash or other
property as the price per share of Common Stock previously
purchasable under such option.
XII. NON-STATUTORY OPTIONS.
All Options granted under the Plan shall be
non-statutory options not intended to qualify under Section
422A of the Internal Revenue Code of 1986, as amended.
XIII. WITHHOLDING.
In the event the Company determines that it is
required to withhold Federal or state income tax as a
result of the exercise of any Option, it may require the
Eligible Director to make arrangements satisfactory to the
Company to enable it to satisfy such withholding
requirements as a condition to the exercise of the Option.
XIV. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Company's Board of Directors may, subject to
applicable law and the shareholder approval requirements of
the New York Stock Exchange, suspend, terminate, revise or
amend the Plan in any respect whatsoever (including
amending the Plan from time to time to cause it to continue
to comply with the rules of the Securities and Exchange
Commission under Section 16 of the Securities Exchange Act
of 1934, as amended [the "Section 16 Rules"]); provided,
however, that no such suspension, termination, revision or
amendment shall become effective if it would cause the Plan
to cease to comply with the Section 16 Rules. Without
limitation, the Board of Directors shall have the right
from time to time to amend the first sentence of Section
VI(a) of the Plan to provide that each of the Options to be
automatically granted at the times specified in the Plan to
the Eligible Directors shall cover such number of shares of
Common Stock not less than One Hundred (100) and not more
than One Thousand (1,000) shares as determined at the time
of amendment of Section VI(a) by the Board of Directors.
Notwithstanding the foregoing, the provisions of Sections V
and VI of the Plan may not be amended more than once in any
six (6) month period other than to comply with changes in
the Internal Revenue Code or the rules thereunder.
XV. NOTICE.
Any written notice to the Company required by any of
the provisions of the Plan shall be addressed to the
Secretary of the Company at the Company's principal
executive office, and shall become effective upon receipt.
XVI. FRACTIONAL SHARES.
No fractional share of Common Stock shall be issued
pursuant to the exercise of an Option, but in lieu thereof,
the cash value of such fractional share shall be paid.
XVII. SECTION 16 COMPLIANCE.
Transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 or its
successors under the Securities Exchange Act of 1934, as
amended. To the extent any provision of the Plan or action
by the Committee or the Company's Board of Directors fails
to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the
Committee or the Company's Board of Directors.
IMC FERTILIZER GROUP, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting, October 20, 1994
P The undersigned hereby constitutes and appoints Frank W. Considine,
Richard A. Lenon and Billie B. Turner and each of them, with full
R power of substitution, proxies to represent the undersigned at the
Annual Meeting of Stockholders of IMC FERTILIZER GROUP, INC. to be
O held at Florida Southern College, Branscomb Auditorium, 111 Lake
Hollingsworth Drive, Lakeland, Florida 33801-5698 on Thursday,
X October 20, 1994, at 10:00 a.m. local time, and at any adjournments
thereof, and to vote on all matters coming before said meeting,
Y hereby revoking any proxy heretofore given.
Y
Election of Directors, Nominees (see reverse side)
Raymond F. Bentele
Thomas H. Roberts, Jr.
James D. Speir
Comments: (Such as change of Address)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations as noted in the proxy
statement and on the reverse side. The Proxy Committee cannot vote your
shares unless you sign and return this card.
/ x / Please mark your
votes as in this
example
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposals 1, 2,
3 and 4.
The Board of Directors recommends a vote FOR proposals 1, 2, 3 and 4.
FOR WITHHELD
1. Election of three directors / / / /
FOR AGAINST ABSTAIN
2. Approval of 1994 Stock / / / / / /
Option plan for Non-
Employee Directors
3. Approval of Amendment to / / / / / /
Restated Certificate of
Incorporation
4. Ratification of Independent / / / / / /
Auditors
SIGNATURE(s) Date:
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
