SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMC GLOBAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3492467
(State of Incorporation) (IRS Employer Identification No.)
2100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(708) 272-9200
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1)please check the effectiveness of a
the following box. concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box.
Securities previously registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Previously Registered Each Class is Registered
Preferred Share New York Stock Exchange
Purchase Rights Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities Previously Registered
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,
between the Company and the Rights Agent. All references herein to the
"Rights Agreement" shall mean the Rights Agreement as so amended. The
amendment to the Rights Agreement is attached hereto as Exhibit 1 and
incorporated herein by reference.
The description contained under the section "Item 1.
Description of Securities to be Registered" in the Registration
Statement on Form 8-A, dated June 23, 1989, is amended by deleting such
description in its entirety and inserting the following in lieu
thereof:
"On June 21, 1989, the Board of Directors of IMC Global Inc.,
formerly known as IMC Fertilizer Group, Inc. (the "Company"),
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value
$1.00 per share (the "Common Shares"), of the Company. The
dividend was payable on July 12, 1989 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Junior Participating Preferred Stock, Series C, par
value $1.00 per share (the "Preferred Shares"), of the Company, at
a price of $150 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement dated as
of June 21, 1989, as amended (the "Rights Agreement"), between the
Company and The First National Bank of Chicago, as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person"), have acquired beneficial
ownership of 15% or more of the outstanding Common Shares or (ii)
10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of the
Summary of Rights attached thereto. Notwithstanding the
foregoing, if the Board of Directors of the Company determines in
good faith that a Person who would otherwise be an "Acquiring
Person" 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," then
such Person shall not be deemed to be an "Acquiring Person" for
any purpose under the Agreement.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common
Shares, will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the Close of Business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on June 21, 1999 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split
of the Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
quarterly dividend payment of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to an aggregate payment of 100
times the aggregate payment made to holders of Common Shares.
Each Preferred Share will have 100 votes, voting together with the
Common Shares. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred
Share will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that, after the Distribution Date, the Company
is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times
the exercise price of the Right. In the event that any person
becomes an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned
by the Acquiring Person and its Affiliates and Associates (which
will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right. If the
Company does not have sufficient Common Shares to satisfy such
obligation to issue Common Shares, or if the Board of Directors so
elects, the Company shall deliver upon payment of the exercise
price of a Right an amount of cash or securities equivalent in
value to the Common Shares issuable upon exercise of a Right;
provided, that if the Company fails to meet such obligation within
30 days following the later of (x) the first occurrence of an
event triggering the right to purchase Common Shares and (y) the
date on which the Company's right to redeem the Rights expires,
the Company must deliver, upon exercise of a Right but without
requiring payment of the exercise price then effect, Common Shares
(to the extent available) and cash equal in value to the
difference between the value of the Common Shares otherwise
issuable upon the exercise of a Right and the exercise price then
in effect. The Board of Directors may extend the 30-day period
described above for up to an additional 60 days to permit the
taking of action that may be necessary to authorize sufficient
additional Common Shares to permit the issuance of Common Shares
upon the exercise in full of the Rights.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or
more of the outstanding Common Shares and prior to the acquisition
by such person or group of a majority or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of
one-half of the number of Common Shares which each holder of a
Right would have a right to receive upon exercise of a Right after
giving effect to the adjustment set forth in Section 11(a)(ii) of
the Rights Agreement, or one one-hundredth of a Preferred Share
(or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
At any time prior to the acquisitions by a person or group of
affiliated or associated persons of beneficial ownership of 15% or
more of the outstanding Common Shares, the Board of Directors of
the Company may redeem the Rights in whole, but not it part, at a
price of $.01 per Right (the "Redemption Price"). The redemption
of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, except that from and after such time as any person becomes
an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights (other than the Acquiring
Person and its Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As of June 21, 1989, there were 26,343,405 Common Shares
outstanding. The holder of each Common Share outstanding at the
close of business on July 12, 1989 received one Right for each
Common Share so held. As long as the Rights are attached to the
Common Shares, the Company will issued one Right for each Common
Share which becomes outstanding between July 12, 1989 and the
Distribution Date so that all such shares will have attached
Rights. The Company's Board of Directors has initially reserved
for issuance upon exercise of the Rights 3,000,000 Preferred
Shares.
The Rights have certain anti-taker effects. The Rights will
cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on a
substantial number of Rights being acquired. The Rights should
not affect any prospective offeror willing to negotiate with the
Board of Directors. The Rights will not interfere with any merger
or other business combination approved by the Board of Directors
because the Board of Directors may, at its option, at any time
until such time as a person becomes an Acquiring Person, redeem
all but not less than all of the outstanding Rights at the
Redemption Price.
In addition, certain provisions of the Company's Restated
Certificate of Incorporation (the "Restated Certificate") and By-
laws may have certain anti-takeover effects. The Restated
Certificate provides that: (i) action by stockholders of the
Company may be taken only at annual or special meetings and may
not be affected by written consent; (ii) the Company may not
purchase outstanding Common Shares at a price above the Market
Price from a person known by the Company to be a Selling
Stockholder (as those terms are defined in the Restated
Certificate) without the affirmative vote of a majority of the
outstanding Common Shares, unless the purchase is made by the
Company on the same terms and as a result of a duly authorized
offer to purchase any and all the outstanding Common Shares; and
(iii) any Business Combination with an Interested Stockholder (as
those terms are defined in the Restated Certificate) requires
either an 80% vote of the outstanding shares of voting stock, the
affirmative vote of a majority of Disinterested Directors (as
defined in the Restated Certificate) or that the transaction
satisfy certain fair price criteria. In addition, the By-laws
provide that stockholders may make a nomination or nominations for
director or may bring up any other matter for stockholder action
at a meeting of stockholders only if the stockholder gives
appropriate notice to the Company not less than 10 days nor more
than 50 days prior to the date of the meeting.
Item 2. Exhibits
1 Amendment to Rights Agreement, dated as of
August 17, 1995, between IMC Global Inc. and The First
National Bank of Chicago
2 Form 8-K (File No. 1-9759) filed with the
Commission on August 23, 1995 (without exhibits)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: September 7, 1995
IMC GLOBAL INC.
By: MARSCHALL I. SMITH
Marschall I. Smith
Senior
Vice President, Secretary and
General Counsel
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 definition 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 otherwise 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 purpose 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 otherwise, alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or
agreements 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: /s/Marschall I. Smith By: /s/ Wendell F. Bueche
Marschall I. Smith Wendell F. Bueche
Secretary Chairman of the Board
Attest: THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Michael R. Phalen By: /s/ R. Wiencek
Michael R. Phalen R. Wiencek
Vice President Assistant Vice President
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 offi (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.
