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
July 28, 1997
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 (847) 272-9200
Item 5. Other Events
The following is the text of a press release issued on July 28,
1997, by IMC Global Inc. and Freeport-McMoRan Inc. jointly announcing a
letter of intent for the merger of both companies.
NORTHBROOK, IL., and NEW ORLEANS, LA., July 28, 1997 -IMC Global
Inc. (NYSE: IGL) and Freeport-McMoRan Inc. (NYSE: FTX) announced today
that they have signed a non-binding letter of intent for the merger of
IGL and FTX, with IGL as the surviving entity. The transaction will be
accounted for as a purchase. In the proposed combination, each share
of common stock of FTX would be exchanged for 0.90 shares of IGL common
stock plus a warrant entitling the holder to purchase one-third of a
share of IGL common stock at a price equal to $44.50 per share. The
warrants will expire on the third anniversary of the merger.
Application will be made to list the warrants on the New York Stock
Exchange. The sulphur business and the 58.3% interest in the Main Pass
Block 299 sulphur and oil and gas operations owned by Freeport-McMoRan
Resource Partners, Limited Partnership (NYSE: FRP), together with the
25 percent interest in Main Pass 299 owned by IGL, will be transferred
to a newly-formed subsidiary (Newco) of FRP, which will distribute the
Newco shares to all FRP unitholders, including FTX. FTX will
redistribute its Newco shares to its shareholders. As part of the
overall transaction, IGL will relinquish its interest in Main Pass 299
and contribute that interest to Newco.
Mr. James R. Moffett, Chairman of FTX, Mr. Rene L. Latiolais,
President and Chief Executive Officer of FTX and FRP, both of whom will
retire from FTX prior to the merger, and Mr. Robert W. Bruce III,
representing one of the largest shareholdings of FTX common stock and a
member of the Board of Directors of FTX, will be added to the IGL Board
of Directors.
In the merger with IGL, the FTX shareholders will receive the IGL
shares on a non-taxable basis. The receipt of the warrants and Newco
shares may have current tax consequences for the FTX shareholders. The
distribution of Newco shares to the FRP unitholders is expected to be
largely or entirely tax-free. On July 25, 1997, FTX's common stock
closed at $26.5625 per share, and IGL's common stock closed at $33.75
per share. The terms of the letter of intent were approved by the
Boards of Directors of both companies.
The companies expect to complete the definitive agreement in
approximately 30 days. They have agreed to negotiate with each other
on an exclusive basis through August 31, 1997. Among other things, the
completion of the transaction is subject to a satisfactory due
diligence review by each party, the negotiation of the definitive
agreement, approval of the definitive agreement by the Boards of
Directors of IGL and FTX, approval of the definitive agreement by the
IGL and FTX shareholders and approval under the Hart-Scott-Rodino Anti-
Trust Improvements Act of 1976. The companies expect that these steps
will be completed by the end of 1997.
The merger is expected to result in an annual general and
administrative cash cost savings of at least $33 million immediately
from the elimination of FTX and FRP costs. This savings amount is
expected to increase to approximately $40 million per year in the next
several years. In addition, IGL expects additional opportunities for
further cost savings from this combination.
An application will be made to list the common stock of Newco on
the New York Stock Exchange. Newco will have an 83.3% interest in the
Main Pass 299 sulphur and oil and gas operations and will be debt-free.
This interest and Newco's Culberson, Texas sulphur operations will
represent total proved and probable reserves of 68 million long tons of
sulphur and 6.2 million barrels of oil as of June 30, 1997. Newco will
be the largest producer of Frasch sulphur in North America as well as
the largest marketer and transporter of sulphur in the world.
"We are extremely pleased to have reached this historic agreement
in principle with FTX and believe the merger will allow shareholders of
both companies to realize substantial benefits," said Robert E. Fowler,
Jr., President and Chief Executive Officer of IMC Global. "This merger
will represent a major step in IMC Global's growth strategy and
reaffirms our commitment to being the world's leading, low-cost
supplier of agricultural products and services. Key among the merger's
numerous benefits are a simplified management structure for the
phosphate business and considerable cost savings. Clearly, the joining
of IMC and FTX will greatly improve our earnings potential and cash
flow, as well as our ability to vigorously pursue other growth
opportunities."
Fowler also noted that in today's competitive market, "being
nimble and having the ability to make decisions and move quickly are
key factors for success. This merger will greatly enhance both of
these factors."
IGL's Chief Executive further stated that, "since the transaction
would leave the Company with stronger cash flows and low leverage, IGL
intends to restructure its balance sheet to achieve a more efficient
capital structure and largely eliminate any earnings per share dilution
that would otherwise occur."
Rene L. Latiolais, President and Chief Executive Officer of
Freeport-McMoRan Inc. said, "The merger of FTX and IGL provides an
attractive opportunity to save costs while focusing the company on the
tremendous potential for our combined businesses. This will allow the
FTX shareholders to participate in the growth associated with the
world's largest and lowest cost phosphate fertilizer producer, as well
as benefit from participation in IMC Global's strong position in the
improving potash business and agricultural input retail sector. FTX
and IGL have been in a phosphate joint venture since mid-1993, with
IMC's share of the cash distribution increasing to 58.5% as of July
1, 1997. This is a logical step for shareholders of both companies to
enhance their values. This is a `win-win' for these shareholders - FTX
owners get value and continued participation in fertilizers, while IGL
gets an increased share of a business poised for growth with impressive
synergistic savings of administrative costs in the combined entities.
The significant reduction in costs associated with administering the
combined businesses is an important factor driving improved value for
the merged entity and will also benefit FRP. The new sulphur company,
Newco, to be owned by the current FTX shareholders and FRP unitholders,
will be debt-free and have significant long-term reserves."
Mr. Latiolais also noted that "the merger of IGL and FTX will have
no effect on the previously announced proposed oil and gas exploration
program and other transactions between FRP and McMoRan Oil & Gas Co."
IMC Global is one of the world's leading producers and marketers
of phosphate and potash crop nutrients and animal feed ingredients,
with fiscal 1997 revenues and EBITDA of nearly $3 billion and $500
million, respectively. The Company also is one of the nation's leading
distributors of crop nutrients, including nitrogen, and related
products through its FARMARKET and Rainbow distribution networks.
Additionally, it sells potash and other products to industrial users,
produces sulphur and oil through joint venture operations, and markets
lawn and garden products under its IMC Vigoro brand name.
Freeport-McMoRan Inc. owns a 51.6% interest in FRP, which is
engaged in the production and sale of phosphate fertilizers and animal
feed ingredients as well as the mining and sale of phosphate rock
through IMC-Agrico Company, a joint venture with IGL; the mining,
transporting, terminalling and marketing of sulphur and the exploration
for, development and production of oil and gas reserves.
Morgan Stanley & Co. Incorporated and Lazard Freres & Co. LLC are
advising IMC Global in connection with this transaction.
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 thereunto duly authorized.
IMC GLOBAL INC.
By MARSCHALL I. SMITH
Marschall I. Smith
Senior Vice President, Assistant
Secretary and
General Counsel
Dated: August 12, 1997
