SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-2
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
(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 to be Registered
Preferred Share New York Stock Exchange
Purchase Rights 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
By amendment dated August 17, 1995, by amendment effective
April 29, 1993 (the "April 29 Amendment"), and by amendment dated as of
January 12, 1996 (the "January 12 Amendment"), 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. A Registration Statement on Form 8-A/A was
filed on September 7, 1995 to reflect the August 17, 1995 amendment to
the Rights Agreement.
On October 19, 1995, the Board of Directors of the Company
declared a two-for-one stock split (the "Stock Split") which was
effected in the form of a stock dividend distributed on November 30,
1995 to holders of record at the close of business on November 15,
1995.
In order to reflect the April 29 Amendment and the January 12
Amendment and the effects of the Stock Split on the rights issued
pursuant to the Rights Agreement, the description contained under the
section "Item 1. Description of Registrant's Securities to be
Registered" in the Registration Statement on Form 8-A/A dated September
7, 1995, which amended the Registration Statement on Form 8-A, dated
June 23, 1989, is hereby 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 two-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 $75 per one two-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 a
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 Rights 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 a 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 (as defined in the Rights Agreement) 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 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 two-
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 200 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 200
times the aggregate payment made to holders of Common Shares.
Each Preferred Share will have 200 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 200 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 two-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 a Shares Acquisition 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 or otherwise transferred (other than the transfer
pursuant to the Contribution Agreement dated as April 5, 1993, as
amended, between Freeport-McMoRan Resource Partners, Limited
Partnership, a Delaware limited partnership and the Company)
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 an Acquiring Person of
beneficial ownership of 15% or more of the outstanding Common
Shares and prior to the acquisition by such person or group of 50%
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,
for Common Shares 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 two-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 two-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 an Acquiring Person
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 in part, at a price of $.005 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.
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-takeover 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 holders 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 vote of holders of 80% 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 has complied with certain notice
procedures set forth in the By-laws.
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 (incorporated by
reference to Exhibit 3.5 to the Company's Registration
Statement on Form 8-A/A-1 filed on January 12, 1996).
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 Agent, effective on April 29, 1993,
between the Company and The First National Bank of Chicago,
as rights agent (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form 8-A/A-1 filed on
January 12, 1996).
4.3 Amendment to Rights Agreement, dated as of August 17, 1995,
between the Company and The First National Bank of Chicago,
as rights agent (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A/A filed on
September 7, 1995).
4.4 Amendment to Rights Agreement, dated as of January 12, 1996,
between the Company and The First National Bank of Chicago,
as rights agent (filed herewith).
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: January 24, 1996
IMC GLOBAL INC.
By: Marschall I. Smith
Marschall Smith
Senior Vice President,
Secretary and General
Counsel
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 (incorporated by
reference to Exhibit 3.5 to the Company's Registration
Statement on Form 8-A/A-1 filed on January 12, 1996).
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 Agent, effective on April 29, 1993,
between the Company and The First National Bank of Chicago,
as rights agent (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form 8-A/A-1 filed on
January 12, 1996).
4.3 Amendment to Rights Agreement, dated as of August 17, 1995,
between the Company and The First National Bank of Chicago,
as rights agent (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A/A filed on
September 7, 1995).
4.4 Amendment to Rights Agreement, dated as of January 12, 1996,
between the Company and The First National Bank of Chicago,
as rights agent (filed herewith).
EXHIBIT 4.4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 12, 1996 (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").
WHEREAS, Section 27 of the Rights Agreement provides that the
Rights Agreement may be amended in order to correct any provision
contained in the Rights Agreement;
WHEREAS, Section 13 and the Summary of the Rights Agreement
each contain a typographical error which the Company and the Rights
Agent desire to correct by amending 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. Section 13 of the Rights Agreement is hereby amended by
deleting the phrase "In the event that, directly or indirectly," and
inserting the phrase "In the event, after the Shares Acquisition Date,
directly or indirectly," in lieu thereof.
2. The form of Summary of Rights to Purchase Preferred
Shares attached to the Rights Agreement as Exhibit C is hereby amended
by deleting the phrase "In the event that, directly or indirectly," and
inserting the phrase "In the event, after the Shares Acquisition Date,
directly or indirectly," in lieu thereof.
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. 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.
5. 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/ Robert C. Brauneker
Marschall I. Smith Robert C. Brauneker
Secretary Executive Vice President
and CFO
Attest: THE FIRST NATIONAL BANK OF
CHICAGO
By: By:
Michael R. Phalen Richard T. Wiencek
Vice President Assistant Vice President
