SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 17, 1995
IMC GLOBAL INC.
(Exact name of registrant as specified in charter)
Delaware 1-9759 36-3492467
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2100 Sanders Road, Northbrook, IL 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 272-9200
Item 5. Other Events
On August 17, 1995, IMC Global Inc., a Delaware corporation (the
"Company"), and The First National Bank of Chicago (the "Rights
Agent") amended the Rights Agreement dated as of June 21, 1989 (the
"Rights Agreement"), between the Company and the Rights Agent.
The Amendment reduces from 20% to 15% the beneficial ownership
threshold that results in a person becoming an Acquiring Person under
the Rights Agreement and creates an exception to the definition of
Acquiring Person for any person who the Board of Directors determines
inadvertently became an Acquiring Person and who promptly divests a
sufficient number of shares of the Company's Common Stock so that the
person would no longer otherwise constitute an Acquiring Person.
The Amendment to the Rights Agreement is filed as Exhibit 4
hereto and is incorporated herein by reference and the foregoing
description of the Amendment is qualified in its entirety by
reference to such exhibit.
A press release of the Company announcing the amendment to the
Rights Agreement is filed as Exhibit 20 hereto.
Item 7. Exhibits
4. Amendment to the Rights Agreement, dated as of August 17,
1995, between IMC Global Inc. and The First National Bank of
Chicago, as Rights Agent.
10. Amendment to the Rights Agreement, dated as of August 17,
1995, between IMC Global Inc. and The First National Bank of
Chicago, as Rights Agent, is incorporated by reference to
Exhibit 4 hereto.
20. Form of Press Release of IMC Global Inc., dated August 17,
1995.
SIGNATURE
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 thereto duly
authorized.
IMC GLOBAL INC.
By MARSCHALL I. SMITH
Marschall I. Smith
Senior Vice President, Secretary
and General Counsel
August 23, 1995
EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 17, 1995 (this "Amendment"), to the
Rights Agreement dated as of June 21, 1989 (the "Rights Agreement"),
between IMC Fertilizer Group, Inc., a Delaware corporation (now
called "IMC Global Inc.") (the "Company") and The First National Bank
of Chicago, a national banking association (the "Rights Agent").
Pursuant to and in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to amend the
Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties
hereto agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1 of
the Rights Agreement is hereby amended by deleting such defintion
in its entirety and adding the following in lieu thereof:
""Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary of the Company or
(iv) any entity holding Common Shares for or pursuant to the
terms of any such plan. Notwithstanding the foregoing, no Person
shall become an "Acquiring person" as the result of an
acquisition of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate
number of shares beneficially owned by such Person to 15% or more
of the Common Shares of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of
15% or more of the Common Shares of the Company then outstanding
by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of
any additional Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding the
foregoing, if the Board of Directors of the Company determines in
good faith that a Person who would otherwsie be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this
paragraph has become such inadvertently and such Person divests
as promptly as practicable a sufficient number of Common Shares
so that such Person would no longer be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph,
then such Person shall not be deemed to be an "Acquiring Person"
for any purposes of this Agreement."
2. Section 3(a) of the Rights Agreement is hereby amended by
deleting "20%" from line 14 thereof and inserting "15%" in lieu
thereof.
3. Section 34 of the Rights Agreement is hereby amended by deleting
such section in its entirety.
4. The form of Right Certificate attached to the Rights Agreement as
Exhibit B is hereby amended by inserting after "June 21, 1989" in
line 5 of the first paragraph on page B-1 the phrase "and as
amended as of August 17, 1995".
5. The form of Summary of Rights to Purchase Preferred Shares
attached to the Rights Agreement as Exhibit C is hereby amended
as follows:
(i) Line 14 of the first paragraph on page C-1 is amended
by deleting such 14th line and inserting in its place "Agreement,
as amended as of August 17, 1995 (the "Rights Agreement"),
between the Company and The".
(ii) Line 4 of the second paragraph appearing on page C-1 is
amended by deleting "20%" and inserting "15%" in lieu thereof and
Line 10 of such paragraph is amended by deleting "20%" and
inserting "15%" in lieu thereof.
(iii) Line 3 of the second paragraph appearing on page C-3
is amended by deleting "20%" and inserting "15%" in lieu thereof.
(iv) Line 3 of the second paragraph appearing on page C-4 is
amended by deleting "20%" and inserting "15%" in lieu thereof.
(v) The fourth paragraph on page C-4 (including the first
four lines appearing on page C-5) is hereby deleted in its
entirety.
6. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware.
7. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute
but one and the same instrument.
8. Except as expressly set forth herein, this Amendment shall not,
by implication or otherwsie, alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or
agre ments contained in the Rights Agreement, all of which are
ratified and affirmed in all respects and shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first
above written.
Attest: IMC GLOBAL INC.
By: MARSCHALL I. SMITH By: WENDELL F. BUECHE
Marschall I. Smith Wendell F. Bueche
Secretary Chairman of the Board
Attest: THE FIRST NATIONAL BANK OF CHICAGO
By:MICHAEL R. PHALEN By: R. WIENCEK
Michael R. Phalen R. Wiencek
Vice President Assistant Vice President
EXHIBIT 20
NORTHBROOK, IL., August 17, 1995 -- IMC Global Inc. (NYSE symbol:
IGL) announced that its Board of Directors, at a regularly scheduled
meeting, amended its Stockholder Rights Plan to enhance the ability
of the Rights Plan to protect the Company's stockholders should the
Company become the target of coercive or unfair takeover tactics.
The amendments to the Rights Plan were not taken in response to any
known effort to acquire the Company.
The Board, pursuant to the authority vested in it under the
Rights Plan, adopted amendments to reduce the triggering threshold
from 20% to 15%. As a result, subject to certain exceptions, the
acquisition by a person or group of 15% or more the Company's Common
Stock will entitle the holders of rights to purchase a specified
amount of the Company's Common Stock at 50% of the market value. In
addition, the amendments will allow the Board of Directors to avoid
the triggering of the Rights Plan in the event that it determines
that a person's acquisition of the triggering percentage of the
Company's Common Stock was inadvertent.
IMC Global is one of the world's leading producers of crop
nutrients for agriculture. It mines and processes potash in the
United States and Canada; and is a joint-venture partner in
IMC-Agrico Company, the nation's largest producer, marketer and
distributor of phosphate crop nutrients. The Company also produces
sulphur and oil through other joint-venture operations.
