SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
__________________
FORM 8-A/A-1
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 or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2100 Sanders Road, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
___________
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, New York Stock Exchange
par value $1,00 per share Chicago Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None.
Item 1. Description of Registrant's Securities to be Registered
The total amount of authorized common stock of IMC Global Inc.
(the "Company") is 100,000,000 shares of Common Stock, $1.00 par value
per share. Subject to the rights of the Company's Series Preferred
Stock, the holders of outstanding shares are entitled to receive
dividends out of assets legally available therefor at such times and in
such amounts as the Board of Directors may from time to time determine.
The shares of Common Stock are neither redeemable nor convertible, and
the holders thereof have no preemptive or subscription rights to
purchase any securities of the Company.
Each outstanding share of Common Stock is entitled to one vote on
all matters submitted to a vote of stockholders. There is no
cumulative voting. The Board of Directors is expressly authorized to
adopt, amend or repeal the By-Laws of the Company, subject to the power
of the stockholders to adopt, amend or repeal the By-Laws.
Upon any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, and after the holders of the Series
Preferred Stock shall either have been paid in full the amounts to
which they respectively shall be entitled or any amount sufficient to
pay the aggregate amount to which the holders of such Series Preferred
Stock shall be entitled shall have been deposited with a bank or trust
company having its principal office in the Borough of Manhattan, The
City of New York, and having a capital, surplus and undivided profits
of at least Twenty-Five Million Dollars ($25,000,000) as a trust fund
for the benefit of the holders of such Series Preferred Stock, the
remaining net assets of the Company shall be distributed pro rata to
the holders of the Common Stock in accordance with their respective
rights and interests to the exclusion of the holders of such Series
Preferred Stock.
The Company is able to merge or consolidate with other
corporations, sell or transfer all or substantially all of its assets
or adopt a plan of recapitalization, liquidation or dissolution
("Business Combinations") with the approval of the holders of a
majority of the outstanding shares of Common Stock of the Company,
subject to the "fair price" provision in the Company's Restated
Certificate of Incorporation.
In general, the fair price provision requires the approval of the
holders of 80% of the voting power of the outstanding capital stock of
the Company entitled to vote generally in the election of directors as
a condition for Business Combinations involving any beneficial holder
of more than 20% of such voting power (an "Interested Stockholder") or
one who as a result of such Business Combination would become an
affiliate of an Interested Stockholder, unless the transaction is
either approved by at least a majority of the members of the Board of
Directors who are unaffiliated with the Interested Stockholder and were
directors before the Interested Stockholder became an Interested
Stockholder (the "Disinterested Directors") or certain minimum price
and procedural requirements are met. The term Disinterested Directors
also includes certain successors to Disinterested Directors if
unaffiliated with the Interested Stockholder. The term "Interested
Stockholder" also refers to certain assignees of Interested
Stockholders and to affiliates of the Company who, within two years
prior to the date in question, beneficially held 20% or more of the
voting power of the outstanding stock of the Company entitled to vote
generally in the election of the directors.
The Company's Restated Certificate of Incorporation also provides
that the affirmative vote of not less than a majority of the voting
power of the outstanding capital stock of the Company entitled to vote
generally in the election of directors is required before the Company
may purchase any outstanding shares of Common Stock at a price known by
the Company to be above market price from a person known by the Company
to be the beneficial owner of 3% or more of the outstanding shares of
Common Stock, 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 of the outstanding shares of Common Stock.
Special meetings of stockholders may be called only by the
Chairman of the Board, the President of the Company or a majority of
the Board of Directors. The Restated Certificate of Incorporation
provides that stockholders may act only at an annual or special meeting
and stockholders may not act by written consent. In addition, a
stockholder may properly bring business before a stockholders' meeting
only if the stockholder has complied with certain notice procedures set
forth in the Company's By-Laws.
The Restated Certificate of Incorporation provides that the
affirmative vote of the holders of 80% of the total votes eligible to
be cast in the election of directors is required to amend, alter,
change or repeal the provisions in the Restated Certificate of
Incorporation relating to the fair price provisions discussed above.
Item 2. Exhibits
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Report on Form 8-K dated November 1, 1994).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 23, 1995 (filed herewith).
3.3 Bylaws of the Company (incorporated by reference to Item
5 of the Company's Report on Form 8-K dated July 2, 1991 ).
4.1 Rights Agreement, dated June 21, 1989, between the
Company and The First National Bank of Chicago, as Rights
Agent (incorporated by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1989).
4.2 Amendment to Rights Agreement, effective as of April 29,
1993 (filed herewith).
4.3 Amendment to Rights Agreement, dated August 17, 1995
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A dated September 7,
1995).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: January 12, 1996
IMC GLOBAL INC.
(Registrant)
By MARSCHALL I. SMITH
Marschall I. Smith
Senior Vice President, General
Counsel and Secretary
INDEX TO EXHIBITS
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Report on Form 8-K dated November 1, 1994).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 23, 1995 (filed herewith).
3.3 Bylaws of the Company (incorporated by reference to Item
5 of the Company's Report on Form 8-K dated July 2, 1991).
4.1 Rights Agreement, dated June 21, 1989, between the
Company and The First National Bank of Chicago, as Rights
Agent (incorporated by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1989).
4.2 Amendment to Rights Agreement, effective as of April 29,
1993 (filed herewith).
4.3 Amendment to Rights Agreement, dated August 17, 1995
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A dated September 7,
1995).
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
IMC GLOBAL INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware ("DGCL"), DOES HEREBY CERTIFY THAT:
FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation, declaring
said amendment to be advisable and directing consideration thereof at a
meeting of the stockholders of said Corporation.
The resolution setting forth the proposed amendment to the Restated
Certificate of Incorporation is as follows:
RESOLVED, that the first paragraph of ARTICLE FOURTH of the
Restated Certificate of Incorporation of the Company be amended to
read in its entirety as follows:
"The aggregate number of shares which the Corporation
shall have authority to issue is 112,000,000 divided into
12,000,000 shares of Series Preferred Stock, $1.00 par value
per share (hereafter called "Series Preferred Stock"), and
100,000,000 shares of Common Stock, $1.00 par value per share
(hereafter called "Common Stock"). All of such shares shall
be issued as fully-paid and non-assessable shares, and the
holders thereof shall not be liable for any further payments
in respect thereto."
SECOND: That pursuant to a resolution of its Board of Directors, the
annual meeting of the stockholders of the Corporation was duly called
and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of the outstanding shares of common
stock of the Corporation entitled to vote on such amendment by the DGCL
and the Restated Certificate of Incorporation were voted in favor of
such amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Marschall I. Smith, Senior Vice President, Secretary and
General Counsel of the Corporation, as of this 23rd day of October,
1995.
IMC GLOBAL INC.
By: MARSCHALL I. SMITH
Marschall I. Smith
Senior Vice President, Secretary
and General Counsel
EXHIBIT 4.2
AMENDMENT
TO
RIGHTS AGREEMENT
This Amendment (this "Amendment") is to the Rights Agreement (the
"Rights Agreement") which was entered into as of June 21, 1989, by and
between IMC Fertilizer Group, Inc., a Delaware corporation, and The
First National Bank of Chicago, as Rights Agent (capitalized terms used
herein without definitions have the same meanings as assigned to such
terms in the Rights Agreement).
W I T N E S S E T H:
WHEREAS, Section 27 of the Rights Agreements provides the Company
with the sole authority to amend the Rights Agreement with respect to
provisions which the Company deems necessary or desirable;
WHEREAS, the Company desires to amend the Right Agreement so that
Section 13 thereof shall not apply to the transactions agreed to in
that certain Contribution Agreement (the "Contribution Agreement")
dated as of April 5, 1993, between Freeport-McMoRan Resource Partners,
Limited Partnership, a Delaware limited partnership and IMC Fertilizer,
Inc., a Delaware corporation attached hereto as Exhibit A; and
WHEREAS, the Board of Directors of the Company has approved such
amendment to the Rights Agreement contained herein;
NOW, THEREFORE, the Company amends the Rights Agreement as
follows:
1. Amendment. Section 13(c) of the Rights Agreement is hereby
amended as follows:
(a) the phrase "the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other
Person other than the Company or one or more of its wholly-owned
Subsidiaries," shall be replaced by the phrase "the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions,
assets or earnings power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person other than (i) to the Company or one or
more of its wholly-owned Subsidiaries, or (ii) pursuant to a
contribution or other transfer of assets to IMC-Agrico Company, a
Delaware general partnership to be formed pursuant to a
Partnership Agreement substantially in the form attached as
Exhibit A to the Contribution Agreement referred to below, as
contemplated by that certain Contribution Agreement dated as of
April 5, 1993 between Freeport-McMoRan Resource Partners, Limited
Partnership, and IMC Fertilizer, Inc. (or to such other entity as
the parties to such Contribution Agreement shall agree in
accordance with the terms thereof),"
(b) except as expressly provided in Section 1(a) above, the
Rights Agreement, as heretofore amended by this Agreement, remains
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
IMC FERTILIZER GROUP, INC.
By PETER ANDRESS
Name: Peter Andress
Title: Senior Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as Rights Agent
By RICHARD WIENCEK
Name: Richard Wiencek
Title: Assistant Vice President
