<PAGE>
SUBJECT TO COMPLETION, DATED JULY 11, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NEITHER THIS
PROSPECTUS SUPPLEMENT NOR THE PROSPECTUS TO WHICH IT
RELATES SHALL CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
<PAGE>
PROSPECTUS SUPPLEMENT
[LOGO]
(To Prospectus dated July 11, 1997)
$150,000,000
IMC GLOBAL INC.
% DEBENTURES DUE , 2007
------------------
The % Debentures due , 2007 (the "Debentures") mature on
, 2007. Interest on the Debentures is payable semi-annually on
and , commencing , 1998. The Debentures are not
redeemable prior to maturity. See "Certain Terms of the Debentures."
The Debentures will be represented by Global Notes registered in the name of
the nominee of The Depository Trust Company, which will act as the Depositary
(the "Depositary"). Interests in the Global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as described herein, Debentures in
definitive form will not be issued.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Debenture............................. % % %
Total..................................... $ $ $
</TABLE>
(1) Plus accrued interest, if any, from , 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $150,000.
------------------------
The Debentures are offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and reject any orders in whole or in part. It is expected that
delivery of the Debentures will be made through the book-entry facilities of the
Depositary on or about , 1997.
------------------------
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
SALOMON BROTHERS INC
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE OF DEBENTURES TO COVER
SYNDICATE SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES. SEE
"UNDERWRITING."
THE COMPANY
IMC Global Inc. ("IMC" or the "Company") is one of the world's leading
producers of crop nutrients for the international agricultural community and is
one of the leading distributors in the United States of crop nutrients and
related products through its retail and wholesale distribution networks. The
Company mines, processes and distributes potash in the United States and Canada,
is a joint venture partner in IMC-Agrico Company, a leading producer, marketer
and distributor of phosphate crop nutrients and is a leading producer and
marketer of animal feed ingredients. The Company believes that it is one of the
lower-cost North American producers of phosphate rock, concentrated phosphates
and potash. The Company's retail distribution network, which extends principally
to corn and soybean farmers in the Midwestern and Southeastern United States, is
one of the leading distributors of crop nutrients and related products in the
United States. The Company also manufactures nitrogen-based and other high-value
crop nutrients which are marketed on a wholesale basis principally in the
Midwestern and Southeastern United States. In addition, the Company sells
specialty lawn and garden, turf and nursery products on a national basis and
ice-melter products in the Midwest and Eastern snow-belt states.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Debentures
for general corporate purposes, which may include working capital, the repayment
or refinancing of indebtedness, further acquisitions and/or capital
expenditures. Pending application of the net proceeds for specific purposes,
such proceeds may be invested in short-term or marketable securities.
S-2
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information for each fiscal
year in the three-year period ended June 30, 1996 and for the nine-month periods
ended March 31, 1997 and March 31, 1996 respectively, is derived from, and
should be read in conjunction with, the audited consolidated financial
statements and notes thereto and the unaudited condensed consolidated financial
statements and notes thereto incorporated by reference in this Prospectus
Supplement. The results for the nine month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the full fiscal
year. Such consolidated financial statements have been restated to reflect the
March 1, 1996 merger with The Vigoro Corporation (the "Merger") which was
accounted for as a pooling-of-interests. On June 24, 1997 the Board of Directors
of the Company voted to change the Company's fiscal year to begin on January 1
and end on December 31, effective following completion of the fiscal year ended
June 30, 1997. The summary consolidated financial information for the
twelve-month periods ended December 31, 1996 and December 31, 1995 is presented
as if the Company had changed its fiscal year end to December 31 commencing
January 1, 1995.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED DECEMBER
MARCH 31, 31, YEARS ENDED JUNE 30,
---------------------- -------------------- -------------------------------
1997(1) 1996(1)(2) 1996(2) 1995 1996(1) 1995(1) 1994(1)
--------- ----------- --------- --------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Net sales........................... $ 1,933.8 $ 2,025.9 $ 2,941.0 $ 2,940.4 $ 2,981.0 $ 2,736.1 $ 2,125.3
Gross margins....................... 511.5 537.9 745.0 778.7 750.9 690.0 382.7
Operating earnings.................. 333.7 328.5 461.4 566.6 488.3 503.1 244.6
Interest earned and other
non-operating (income) and
expense, net...................... (7.0) (7.6) (5.9) (15.2) (6.4) (6.3) 18.6
Interest charges.................... 38.6 50.0 56.7 69.8 64.8 70.2 91.2
--------- ----------- --------- --------- --------- --------- ---------
Earnings before minority interest
and items noted below............. 302.1 286.1 410.6 512.0 429.9 439.2 134.8
Minority interest................... 119.2 148.6 185.7 163.6 191.5 130.4 55.6
--------- ----------- --------- --------- --------- --------- ---------
Earnings before items noted below... 182.9 137.5 224.9 348.4 238.4 308.8 79.2
Provision for income taxes.......... 66.7 59.6 89.7 129.4 94.1 115.5 34.8
--------- ----------- --------- --------- --------- --------- ---------
Earnings before extraordinary item
and cumulative effect of
accounting changes................ 116.2 77.9 135.2 219.0 144.3 193.3 44.4
Extraordinary loss-debt
retirement........................ (8.1) -- (8.1) (3.5) -- (6.5) (25.2)
Cumulative effect on prior years of
changes in accounting for
postemployment benefits (net of
taxes) in 1995.................... -- -- -- -- -- (5.9) --
--------- ----------- --------- --------- --------- --------- ---------
Net earnings........................ $ 108.1 $ 77.9 $ 127.1 $ 215.5 $ 144.3 $ 180.9 $ 19.2
--------- ----------- --------- --------- --------- --------- ---------
--------- ----------- --------- --------- --------- --------- ---------
EARNINGS PER SHARE:
Earnings before extraordinary item
and cumulative effect of
accounting changes................ $ 1.22 $ 0.84 $ 1.44 $ 2.38 $ 1.56 $ 2.12 $ 0.54
Extraordinary loss-debt
retirement........................ (0.09) -- (0.09) (0.04) -- (0.07) (0.31)
Cumulative effect on prior years of
changes in accounting............. -- -- -- -- -- (0.06) --
--------- ----------- --------- --------- --------- --------- ---------
Net earnings........................ $ 1.13 $ 0.84 $ 1.35 $ 2.34 $ 1.56 $ 1.99 $ 0.23
--------- ----------- --------- --------- --------- --------- ---------
--------- ----------- --------- --------- --------- --------- ---------
Weighted average number of shares
and equivalent shares
outstanding....................... 95.1 92.7 93.9 91.9 92.7 91.0 82.3
BALANCE SHEET DATA (AT END OF PERIOD):....
Working capital..................... $ 613.8 $ 469.9 $ 582.6 $ 507.6 $ 551.8 $ 484.2 $ 483.6
Total assets........................ 3,675.1 3,526.2 3,485.2 3,521.8 3,436.8 3,323.2 3,172.3
Long-term debt, less current
maturities........................ 760.2 696.1 656.8 741.7 736.7 750.2 801.6
Total stockholders' equity.......... 1,274.4 1,084.2 1,326.2 1,090.4 1,156.3 1,007.8 856.3
OTHER FINANCIAL DATA:.....................
Capital expenditures................ $ 157.4 $ 129.3 $ 209.0 $ 146.0 $ 172.7 $ 114.9 $ 76.0
Depreciation, depletion and
amortization...................... $ 127.2 $ 124.5 $ 171.0 $ 166.4 $ 168.6 $ 166.4 $ 147.1
Ratio of Earnings to Fixed Charges
(3)............................... 8.83 6.72 8.24 8.34 7.63 7.26 2.48
Ratio of Earnings to Fixed Charges
(4)............................... 8.83 8.69 9.98 8.34 9.16 7.26 2.48
</TABLE>
S-3
<PAGE>
- ------------------------------
(1) See footnotes to the IMC annual or interim financial statements incorporated
by reference herein for a description of non-recurring items and accounting
changes affecting the respective period's results. The financial information
reflects the consolidation of IMC-Agrico which was formed on July 1, 1993.
(2) Results for the nine months ended March 31, 1996 and the twelve months ended
December 31, 1996 include special one-time charges of $98.6 million ($69.6
million after tax benefits or $0.75 per share) for costs related to the
Merger, as well as costs associated with, among other things, a corporate
restructuring, other asset valuations and environmental issues.
(3) Earnings consist of pre-tax earnings from continuing operations but before
fixed charges. Fixed charges consist of interest on indebtedness, interest
capitalized as part of fixed assets, amortization of debt expense and rent
expense which is deemed representative of an interest factor.
(4) The ratio of earnings to fixed charges for the nine months ended March 31,
1996, the twelve months ended December 31, 1996 and the fiscal year end June
30, 1996 excludes a charge of $98.6 million relating to the Merger.
CERTAIN TERMS OF THE DEBENTURES
The Debentures will be issued under an Indenture dated as of ,
1997 (the "Indenture") between the Company and The Bank of New York, as Trustee.
The Indenture constitutes the Senior Indenture described in the accompanying
Prospectus and the Debentures constitute Senior Debt Securities described in the
accompanying Prospectus. The following description of the particular terms of
the Debentures offered hereby supplements the description of the general terms
and provisions set forth in the Prospectus, to which description reference is
hereby made.
GENERAL
The Debentures will mature on , 2007 and will be limited to
$150,000,000 aggregate principal amount. Each Debenture will bear interest at
the rate per annum stated on the cover page hereof from , 1997 or from
the most recent interest payment date to which interest has been paid, payable
semi-annually on and in each year (each such date being
referred to herein as an "Interest Payment Date"), commencing , 1998,
to the person in whose name a Debenture is registered at the close of business
on or , as the case may be, preceding such Interest Payment
Dates.
The Debentures will be unsecured, senior debt of the Company and will rank
on a parity with all other unsecured and unsubordinated indebtedness of the
Company. However, because the Company is a holding company which conducts
substantially all of its operations through subsidiaries, the right of the
Company, and hence the right of creditors of the Company (including the holders
of the Debentures), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is necessarily
subject to the prior claims of creditors of the subsidiary, except to the extent
that claims of the Company itself as a creditor of the subsidiary may be
recognized.
The Indenture provision described under "Description of Debt
Securities--Defeasance and Covenant Defeasance" in the accompanying Prospectus
will be applicable to the Debentures. The Indenture does not contain any
covenants or other provisions applicable to the Debentures which might afford
beneficial owners of Debentures protection in the event of a highly leveraged
transaction, change in credit rating of the Debentures or other similar
occurrence.
The Debentures are not redeemable prior to maturity, will not be entitled to
any sinking fund and are not convertible into other securities.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds. The Debentures will trade in the
Depositary's Same-Day Funds Settlement System until maturity, and secondary
market trading activity in the Debentures will therefore be required by the
Depositary to settle in immediately available funds.
S-4
<PAGE>
GLOBAL NOTES
The Company has established a depositary arrangement with The Depository
Trust Company (the "Depositary") with respect to the Debentures, the terms of
which are summarized below.
Upon issuance, all Debentures will be represented by Global Notes. The
Global Notes representing the Debentures will be deposited with, or on behalf
of, the Depositary and will be registered in the name of the Depositary or a
nominee of the Depositary. No Global Notes may be transferred except as a whole
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or such nominee to a successor of the
Depositary or a nominee of such successor.
So long as the Depositary or its nominee is the registered owner of a Global
Note, the Depositary or its nominee, as the case may be, will be the sole Holder
of the Debentures represented thereby for all purposes under the Indenture.
Except as otherwise provided in this section, the Beneficial Owners of the
Global Notes representing the Debentures will not be entitled to receive
physical delivery of certificated Debentures and will not be considered the
holders thereof for any purpose under the Indenture, and no Global Note
representing the Debentures shall be exchangeable or transferable. Accordingly,
each Beneficial Owner must rely on the procedures of the Depositary and, if such
Beneficial Owner is not a Participant, on the procedures of the Participant
through which such Beneficial Owner owns its interest in order to exercise any
rights of a Holder under such Global Note or the Indenture. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in certificated form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Note
representing the Debentures.
The Global Notes representing the Debentures will be exchangeable for
certificated Debentures of like tenor and terms and of differing authorized
denominations aggregating a like principal amount, only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Notes, (ii) the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (iii) the Company in its sole discretion determines that the Global Notes
shall be exchangeable for certificated Debentures or (iv) there shall have
occurred and be continuing an Event of Default under the Indenture with respect
to the Debentures. Upon any such exchange, the certificated Debentures shall be
registered in the names of the Beneficial Owners of the Global Notes
representing the Debentures, which names shall be provided by the Depositary's
relevant Participants (as identified by the Depositary) to the Trustee.
The following is based on information furnished by the Depositary:
The Depositary will act as securities depository for the Debentures. The
Debentures will be issued as fully registered securities registered in the
name of Cede & Co. (the Depositary's partnership nominee). Fully registered
Global Notes will be issued for the Debentures, in the aggregate principal
amount of such issue, and will be deposited with the Depositary.
The Depositary is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Exchange Act. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also
facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes to Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants of the Depositary ("Direct Participants") include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities
S-5
<PAGE>
Dealers, Inc. Access to the Depositary's system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules
applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission (the "Commission").
Purchases of Debentures under the Depositary's system must be made by or
through Direct Participants, which will receive a credit for such Debentures
on the Depositary's records. The ownership interest of each actual purchaser
of each Debenture represented by a Global Note ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Depositary
of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participants
through which such Beneficial Owner entered into the transaction. Transfers
of ownership interests in the Global Notes representing the Debentures are
to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners of the Global Notes
representing the Debentures will not receive certificated Debentures
representing their ownership interests therein, except in the event that use
of the book-entry system for such Debentures is discontinued.
To facilitate subsequent transfers, all Global Notes representing the
Debentures which are deposited with, or on behalf of, the Depositary are
registered in the name of the Depositary's nominee, Cede & Co. The deposit
of Global Notes with, or on behalf of, the Depositary and their registration
in the name of Cede & Co. effect no change in beneficial ownership. The
Depositary has no knowledge of the actual Beneficial Owners of the Global
Notes representing the Debentures; the Depositary's records reflect only the
identity of the Direct Participants to whose accounts such Debentures are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by the Depositary to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect
to the Global Notes representing the Debentures. Under its usual procedure,
the Depositary mails an Omnibus Proxy to the Company as soon as possible
after the applicable record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
the Debentures are credited on the applicable record date (identified in a
listing attached to the Omnibus Proxy).
Principal, premium, if any, and/or interest, if any, payments on the
Global Notes representing the Debentures will be made to the Depositary. The
Depositary's practice is to credit Direct Participants' accounts on the
applicable payment date in accordance with their respective holdings shown
on the Depositary's records unless the Depositary has reason to believe that
it will not receive payment on such date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of the Depositary, the Trustee or
the Company, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal, premium, if any, and/or
interest, if any, to the Depositary is the responsibility of the Company or
the Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of the Depositary, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
S-6
<PAGE>
The Depositary may discontinue providing its services as securities
depository with respect to the Debentures at any time by giving reasonable
notice to the Company or the Trustee. Under such circumstances, in the event
that a successor securities depositary is not obtained, certificated
Debentures are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor securities depository). In
that event, certificated Debentures will be printed and delivered.
The information in this section concerning the Depositary and the
Depositary's system has been obtained from sources that the Company believes to
be reliable, but the Company takes no responsibility for the accuracy thereof.
A further description of the Depositary's procedures with respect to the
Global Notes representing the Debentures is set forth in the accompanying
Prospectus under "Description of Debt Securities--Book-Entry Debt Securities."
THE TRUSTEE
The Bank of New York is the Trustee under the Indenture. The Company
maintains normal commercial banking relations with The Bank of New York, which
is also the trustee under certain other indentures of the Company.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Salomon
Brothers Inc (collectively, the "Underwriters"), the Company has agreed to sell
to each of the Underwriters and each of the Underwriters severally has agreed to
purchase from the Company the aggregate principal amount of the Debentures set
forth opposite its name below. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent and
that the Underwriters will be obligated to purchase all of the Debentures if any
are purchased.
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
- ------------------------------------------------------------------------------------------------ ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................................................
J.P. Morgan Securities Inc......................................................................
Salomon Brothers Inc............................................................................
----------------
Total................................................................................. $ 150,000,000
----------------
----------------
</TABLE>
The Underwriters have advised the Company that they propose to offer the
Debentures to the public at the public offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession not in excess of % of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of % of the principal amount of the Debentures to certain other dealers. After
the initial public offering, the public offering price, concession and discount
may be changed.
There is no public trading market for the Debentures and the Company does
not intend to apply for listing of the Debentures on any national securities
exchange or for quotation of the Debentures on any automated dealer quotation
system. The Company has been advised by the Underwriters that they presently
intend to make a market in the Debentures after the consummation of the offering
contemplated hereby, although they are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. No
assurance can be given as to the liquidity of the trading market for the
Debentures or that an active public market for the Debentures will develop. If
an active public trading market for the Debentures does not develop, the market
price and liquidity of the Debentures may be adversely affected. If the
Debentures are traded, they may trade at a discount from their initial offering
price, depending on prevailing interest rates, the market for similar
securities, the performance of the Company and certain other factors.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that the Underwriters may be required to make in
respect thereof.
Until the distribution of the Debentures is completed, rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Debentures. As an exception to these rules,
the Underwriters are permitted to engage in certain transactions that stabilize
the price of the Debentures. Such transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the Debentures.
If the Underwriters create a short position in the Debentures in connection
with the offering, i.e., if they sell more Debentures than are set forth on the
cover page of this Prospectus Supplement, the Underwriters may reduce that short
position by purchasing Debentures in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
S-8
<PAGE>
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Debentures. In addition, neither
the Company nor any of the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
From time to time the Underwriters and certain of their affiliates have
engaged, and may in the future engage, in transactions with, and perform
services for, the Company and its affiliates in the ordinary course of business.
LEGAL MATTERS
The validity of the Debentures offered hereby will be passed upon for the
Company by Sidley & Austin, Chicago, Illinois and by Marshall I. Smith, Esq.
Senior Vice President and General Counsel of the Company. Mr. Smith is the
beneficial owner of shares of Common Stock and holds currently exercisable
options to purchase Shares of Common Stock. Certain legal matters relating to
the Debentures offered hereby will be passed upon for the Underwriters by Mayer,
Brown & Platt, Chicago, Illinois.
S-9
<PAGE>
PROSPECTUS
[LOGO]
$300,000,000
DEBT SECURITIES, DEBT WARRANTS, SERIES PREFERRED STOCK,
COMMON STOCK, STOCK WARRANTS AND CURRENCY WARRANTS
------------------
IMC Global Inc. ("IMC" or the "Company") from time to time may offer (i)
unsecured debt securities, which may be either senior (the "Senior Debt
Securities") or subordinated (the "Subordinated Debt Securities"), and which may
be convertible into shares of common stock, par value $1.00 per share ("Common
Stock") of IMC (the "Convertible Debt Securities," and, together with the Senior
Debt Securities and the Subordinated Debt Securities, the "Debt Securities"),
(ii) warrants to purchase Debt Securities (the "Debt Warrants"), (iii) shares of
its series preferred stock, (the "Series Preferred Stock"), which may be
convertible into shares of Common Stock, (iv) shares of Common Stock, (v)
warrants to purchase shares of its Common Stock (the "Stock Warrants") and (vi)
warrants to receive from the Company the cash value in U.S. dollars of the right
to purchase ("Currency Call Warrants") or to sell ("Currency Put Warrants," and,
together with the Currency Call Warrants, the "Currency Warrants") such foreign
currency or currency units as shall be designated by the Company at the time of
the offering. The Debt Securities, Debt Warrants, Series Preferred Stock, Common
Stock, Stock Warrants and Currency Warrants (collectively, the "Securities") may
be offered either together or separately, and will be offered in amounts, at
prices and on terms to be determined at the time of offering. The Securities
offered pursuant to this Prospectus may be issued in one or more series or
issuances and will be limited to $300,000,000 aggregate public offering price
(or the equivalent in foreign currency or currency units).
The Senior Debt Securities will rank equally in right of payment with all
other Senior Indebtedness (as defined) of the Company. The Subordinated Debt
Securities will be subordinated in right of payment to all Senior Indebtedness
of the Company.
Certain specific terms of the particular Securities in respect of which this
Prospectus is being delivered (the "Offered Securities") are set forth in the
accompanying Prospectus Supplement (as supplemented by any applicable pricing
supplement relating thereto, the "Prospectus Supplement"), including, where
applicable, the initial public offering price of the Securities, the listing on
any securities exchange, other special terms, and (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, original issue
discount, if any, authorized denominations, maturity, premium, if any, rate
(which may be fixed or variable), time and method of calculating payment of
interest, if any, the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable, the currency in which
principal of, premium, if any, and interest, if any, on, such Debt Securities
will be payable, whether such Debt Securities will be Senior Debt Securities or
Subordinated Debt Securities, any terms of redemption at the option of the
Company or the holder, any sinking fund provisions and any terms for conversion
or exchange into Common Stock, (ii) in the case of Debt Warrants and Stock
Warrants, the Debt Securities and Common Stock, respectively, for which each
such Warrant is exercisable, the exercise price, duration, detachability, and
call provisions, (iii) in the case of Series Preferred Stock, the specific title
and stated value, any dividend, liquidation, redemption, voting and other rights
and any terms for exchange for Debt Securities or conversion into Debt
Securities or Common Stock, (iv) in the case of Currency Warrants, the base
foreign currency or currency units, the formula for determining the cash
settlement value, if any, the procedures and conditions relating to exercise and
any circumstances under which there will be deemed to be an automatic exercise
and in the case of Common Stock, the number of shares of Common Stock and the
terms of the offering and sale thereof. If so specified in the applicable
Prospectus Supplement, Offered Securities may be issued in whole or in part in
the form of one or more temporary or permanent global securities.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Company may sell the Securities to or through underwriters or dealers,
and may also sell Securities directly to other purchasers or through agents. See
"Plan of Distribution." The Prospectus Supplement sets forth the names of any
underwriters, dealers or agents involved in the sale of the Offered Securities
in respect of which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
--------------------------
The date of this Prospectus is July 11, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission; Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports, proxy and
information statements and other information concerning the Company may also be
inspected at the offices of the national securities exchanges on which the
Company's Common Stock is listed: The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, and The Chicago Stock Exchange, Incorporated,
440 South LaSalle Street, Chicago, Illinois 60605. The Company is subject to the
electronic filing requirements of the Commission. Accordingly, pursuant to the
rules and regulations of the Commission, certain documents, including annual and
quarterly reports and proxy statements, filed by the Company with the Commission
have been and will be filed electronically. The Commission maintains a Web site
at http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Securities.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company heretofore filed with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996;
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended September 30, 1996, December 31, 1996 and March 31, 1997;
3. The Company's Current Report on Form 8-K filed on June 30, 1997;
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A/A-1 filed January 12, 1996; and
2
<PAGE>
5. The description of the IMC Preferred Stock Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed June 23, 1989, as
amended by Form 8-A/A filed September 18, 1995 and January 24, 1996.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
offered hereby shall be deemed to be incorporated by reference into this
Prospectus or any Prospectus Supplement and to be a part hereof from the date of
filing of such reports and documents; provided, however, that the Report of the
Compensation Committee and the Performance Graph contained in any Proxy
Statement of the Company shall not be so deemed incorporated by reference. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus or any Prospectus Supplement shall be deemed to be
modified or superseded for purposes of this Prospectus or any Prospectus
Supplement to the extent that a statement contained herein, therein or in any
other subsequently filed documents which also is or is deemed to be incorporated
by reference in this Prospectus or in such Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any or all documents incorporated by reference into this Prospectus. Requests
for such copies should be directed to Corporate Secretary, IMC Global Inc., 2100
Sanders Road, Northbrook, Illinois 60062, telephone number (847) 272-9200.
This Prospectus and the accompanying Prospectus Supplement include
"forward-looking statements" within the meaning of various provisions of the
Securities Act and the Exchange Act. All statements, other than statements of
historical facts, included or incorporated by reference in this Prospectus and
the Prospectus Supplement that address activities, events or developments that
the Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), business strategy and measures to implement strategy, competitive
strengths, goals, expansion and growth of the Company's and its subsidiaries'
business and operations, plans, references to future success as well as other
statements which include words such as "anticipate," "believe," "plan,"
"estimate," "expect" and "intend" and other similar expressions, constitute
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,
whether actual results and developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
including any special considerations included or incorporated by reference in
this Prospectus and any Prospectus Supplement; general economic, market or
business conditions; conditions in and policies of the agriculture industry;
risks associated with investments and operations in foreign jurisdictions and
any future international expansion, including those related to economic,
political and regulatory policies of local governments and laws or policies of
the United States and Canada; changes in governmental laws and regulations
affecting environmental compliance, taxes and other matters impacting the
Company; the risks attendant with mining operations; the potential impacts of
increased competition in the markets the Company operates within; risk factors
reported from time to time in the reports filed by the Company with the SEC and
other factors, many of which are beyond the control of the Company and its
subsidiaries. Consequently, all of the forward-looking statements made in this
Prospectus and any Prospectus Supplement are qualified by these cautionary
statements, and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company and its subsidiaries or their business or operations.
3
<PAGE>
THE COMPANY
The Company is one of the world's leading producers of crop nutrients for
the international agricultural community and is one of the leading distributors
in the United States of crop nutrients and related products through its retail
and wholesale distribution networks. The Company mines, processes and
distributes potash in the United States and Canada, is a joint venture partner
in IMC-Agrico Company, a leading producer, marketer and distributor of phosphate
crop nutrients and is a leading producer and marketer of animal feed
ingredients. The Company believes that it is one of the lower-cost North
American producers of phosphate rock, concentrated phosphates and potash. The
Company's retail distribution network, which extends principally to corn and
soybean farmers in the Midwestern and Southeastern United States, is one of the
leading distributors of crop nutrients and related products in the United
States. The Company also manufactures nitrogen-based and other high-value crop
nutrients which are marketed on a wholesale basis principally in the Midwestern
and Southeastern United States. In addition, the Company sells specialty lawn
and garden, turf and nursery products on a national basis and ice-melter
products in the Midwest and Eastern snow-belt states. The Company's principal
executive office is located at 2100 Sanders Road, Northbrook, Illinois 60062,
telephone (847) 272-9200.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities for
general corporate purposes, including working capital, the repayment or
refinancing of indebtedness, future acquisitions and/or capital expenditures.
Pending application of the net proceeds for specific purposes, such proceeds may
be invested in short-term or marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of the
Company and its consolidated subsidiaries for the periods indicated.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
NINE MONTHS ENDED ------------------------------------------
MARCH 31, 1997 1996 1995 1994 1993
--------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(a)................... 8.83 7.63 7.26 2.48 (1.10)
Ratio of earnings to fixed charges(b)................... 8.83 9.16 7.26 2.48 1.94
<CAPTION>
1992
---------
<S> <C>
Ratio of earnings to fixed charges(a)................... 4.41
Ratio of earnings to fixed charges(b)................... 4.41
</TABLE>
- ------------------------
(a) Earnings consist of pre-tax earnings from continuing operations but before
fixed charges. Fixed charges consist of interest on indebtedness, interest
capitalized as part of fixed assets, amortization of debt expense and rent
expense which is deemed representative of an interest factor.
(b) The ratio of earnings to fixed charges for the fiscal year ended June 30,
1996 excludes a charge of $98.6 million relating to the merger of The Vigoro
Corporation into a wholly-owned subsidiary of the Company. The ratio of
earnings to fixed charges for the fiscal year ended June 30, 1993 excludes a
charge of $169.1 million relating to the settlement of litigation resulting
from a May 1991 explosion at a nitroparaffins plant in Sterlington,
Louisiana.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may not apply thereto will be
described in the Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities may be issued from time to time in one or more series
and will constitute either Senior Debt Securities or Subordinated Debt
Securities. Senior Debt Securities will be issued under an Indenture, (the
"Senior Indenture"), between the Company and a trustee to be named prior to the
offering of any Senior Debt Securities, as Trustee (the "Senior Trustee"). The
Subordinated Debt Securities will be issued under an Indenture (the
"Subordinated Indenture"), between the Company and a trustee to be named prior
to the offering of any Subordinated Debt Securities, as Trustee (the
"Subordinated Trustee"). The Senior Indenture and the Subordinated Indenture are
referred to herein individually as an "Indenture" and, collectively, as the
"Indentures," and the Senior Trustee and the Subordinated Trustee are referred
to herein individually as the "Trustee" and collectively as the "Trustees."
The following summaries of certain provisions of the Debt Securities and the
Indentures do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the Indentures,
including the definitions therein of certain terms. Certain capitalized terms
used herein are defined in the Indentures. The Indentures are substantially
identical, except for certain covenants of IMC and provisions relating to
subordination.
GENERAL
The Indentures do not limit the amount of debt securities which can be
issued thereunder and provide that debt securities of any series may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by IMC. The Indentures do not limit the amount of other
Indebtedness or securities, other than certain secured Indebtedness as described
below, which may be issued by IMC or its Subsidiaries. All Senior Debt
Securities will be unsecured and will rank on a parity with all other unsecured
and unsubordinated Indebtedness of IMC. All Subordinated Debt Securities will be
unsecured and will be subordinated in right of payment to the prior payment in
full of Senior Indebtedness (which term includes the Senior Debt Securities) of
IMC as described below under "Provisions Applicable Solely to Subordinated Debt
Securities--Subordination." In addition, creditors of Subsidiaries of IMC are
entitled to a claim on the assets of such Subsidiaries. Consequently, in the
event of a liquidation or reorganization of any Subsidiary, creditors of the
Subsidiary are likely to be paid in full before any distribution is made to IMC
and holders of Senior Debt Securities or Subordinated Debt Securities, except to
the extent that IMC is itself recognized as a creditor of such Subsidiary, in
which case the claims of IMC would still be subordinate to any security
interests in the assets of such Subsidiary and any Indebtedness of such
Subsidiary senior to that held by IMC.
Reference is made to the Prospectus Supplement for the following terms
thereof: (i) the title of the Offered Debt Securities and classification as
Senior Debt Securities or Subordinated Debt Securities; (ii) any limit upon the
aggregate principal amount of the Offered Debt Securities; (iii) if other than
100% of the principal amount, the percentage of the principal amount at which
the Offered Debt Securities will be offered; (iv) the date or dates on which the
principal of the Offered Debt Securities will be payable (or method of
determination thereof); (v) the rate or rates (which may be fixed or variable)
at which the Offered Debt Securities will bear interest (or method of
determination thereof), if any, the date or dates from which any such interest
will accrue and on which such interest will be payable, and the record dates for
the determination of the holders to whom interest is payable; (vi) if other than
U.S. dollars, the currency or units based on or relating to currencies in which
the Debt Securities are denominated and which the principal of, interest on and
any Additional Amounts (as defined below) will or may be payable;
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<PAGE>
(vii) if other than as set forth herein, the place or places where the principal
of, interest on and any Additional Amounts payable in respect of the Offered
Debt Securities will be payable; (viii) the price or prices at which, the period
or periods within which and the terms and conditions upon which Offered Debt
Securities may be redeemed, in whole or in part, at the option of IMC; (ix)
whether the Offered Debt Securities are convertible into Common Stock and, if
so, the terms and conditions upon which such conversion will be effected
including the initial conversion price or conversion rate, the conversion period
and other conversion provisions in addition to or in lieu of those described in
the applicable Indenture; (x) the obligation, if any, of IMC to redeem,
repurchase or repay Offered Debt Securities, whether pursuant to any sinking
fund or analogous provisions or pursuant to other provisions set forth therein
or at the option of a holder thereof; (xi) whether the Offered Debt Securities
will be represented in whole or in part by one or more global notes registered
in the name of a depository or its nominee; (xii) whether and under what
circumstances IMC will pay additional amounts ("Additional Amounts") in respect
of certain taxes imposed on certain holders of Debt Securities or as otherwise
provided; and (xiii) any other terms or conditions not inconsistent with the
provisions of the Indenture upon which the Offered Debt Securities will be
offered. "Principal" when used herein includes, when appropriate, the premium,
if any, on the Debt Securities. For a description of the terms of the Offered
Debt Securities, reference must be made to both the Prospectus Supplement
relating thereto and to the description of Debt Securities set forth herein.
Unless otherwise provided in the Prospectus Supplement relating to any
Offered Debt Securities, principal, interest and Additional Amounts, if any,
will be payable, and the Debt Securities will be transferable or, if applicable,
convertible, at the office or offices or agency maintained by IMC for such
purposes; provided that payment of interest on registered Debt Securities may be
made by check mailed to the persons entitled thereto at the addresses of such
persons appearing on the Security register. In the case of registered Debt
Securities, interest on the Debt Securities will be payable on any interest
payment date to the persons in whose name the Debt Securities are registered at
the close of business on the record date with respect to such interest payment
date.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued only in fully registered form without coupons in
minimum denominations of $1,000 and any integral multiple thereof. The Debt
Securities may be represented in whole or in part by one or more global notes
registered in the name of a depository or its nominee and, if so represented,
interests in such global note will be shown on, and transfers thereof will be
effected only through, records maintained by the designated depository and its
participants as described below. Where Debt Securities of any series are issued
in bearer form, the special restrictions and considerations, including special
offering restrictions and special Federal income tax considerations, applicable
to any such Debt Securities and to payment on and transfer and exchange of such
Debt Securities will be described in the applicable Prospectus Supplement.
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or bearing interest at a rate which at the time of issuance
is below market rates) to be sold at a substantial discount below their stated
principal amount ("Original Issue Discount Securities"). Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.
If the purchase price of any Debt Securities is payable in one or more
foreign currencies or currency units or if any Debt Securities are denominated
in one or more foreign currencies or currency units or if the principal of or
interest, if any, on any Debt Securities is payable in one or more foreign
currencies or currency units, the restrictions, elections, certain Federal
income tax considerations, specific terms and other information with respect to
such issue of Debt Securities and such foreign currency or currency units will
be set forth in the applicable Prospectus Supplement.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer, in the manner, at the places or
subject to the restrictions set forth in the applicable Indenture, the Debt
Securities and the Prospectus Supplement relating thereto. Debt Securities in
bearer form and the
6
<PAGE>
coupons, if any, appertaining thereto will be transferable by delivery. No
service charge will be made for any transfer or exchange of Debt Securities, but
IMC may require payment of a sum sufficient to cover any tax or other
governmental change payable in connection therewith.
The Indentures require the annual filing by IMC with the Trustee of a
certificate as to compliance with certain covenants contained in the Indentures.
IMC will comply with Section 14(e) under the Exchange Act, and any other
tender offer rules under the Exchange Act which may then be applicable, in
connection with any obligation of IMC to purchase Offered Debt Securities at the
option of the holders thereof. Any such obligation applicable to a series of
Debt Securities will be described in the Prospectus Supplement relating thereto.
Unless otherwise described in a Prospectus Supplement relating to any
Offered Debt Securities, other than as described below under "--Limitation on
Liens", the Indentures do not contain any provisions that would limit the
ability of the Company to incur indebtedness or that would afford holders of
Debt Securities protection in the event of a sudden and significant decline in
the credit quality of the Company or a takeover, recapitalization or highly
leveraged or similar transaction involving the Company. Accordingly, IMC could
in the future enter into transactions that could increase the amount of
Indebtedness outstanding at that time or otherwise affect the Company's capital
structure or credit rating. Reference is made to the Prospectus Supplement
relating to the particular series of Debt Securities offered thereby for
information with respect to any deletions from, modifications of or additions to
the Events of Default described below or covenants of the Company contained in
the Indentures, including any addition of a covenant or other provision
providing event risk or similar protection.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more temporary or permanent global securities (the "Global
Securities") that will be deposited with, or on behalf of, a Depositary
("Depositary") or its nominee identified in the applicable Prospectus
Supplement. In such a case, one or more Global Securities will be issued in a
denomination or aggregate denomination equal to the portion of the aggregate
principal amount of outstanding debt Securities of the series to be represented
by such Global Security or Global Securities. Unless and until it is exchanged
in whole or in part for Debt Securities in registered form, a Global Security
may not be registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any nominee to a successor Depositary or a
nominee of such successor Depositary and except in the circumstances described
in the applicable Prospectus Supplement.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. IMC expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary of such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interests will be effected only through, records
maintained by the Depositary or its
7
<PAGE>
nominee for such Global Security. Ownership of beneficial interests in such
Global Security by Persons that hold through participants will be shown on, and
the transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in certificated form. The foregoing limitations and
such laws may impair the ability to transfer beneficial interests in such Global
Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Unless otherwise specified in the applicable Prospectus
Supplement, owners of beneficial interests in such Global Security will not be
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certificate form and will
not be considered the Holders thereof for any purposes under the applicable
Indenture. Accordingly, each Person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such Person is
not a participant, on the procedures of the participant through which such
Person owns its interest, to exercise any rights of a Holder under the
applicable Indenture. IMC understands that under existing industry practices, if
IMC requests any action of Holders or an owner of a beneficial interest in such
Global Security desires to give any notice to take any action a Holder is
entitled to give or take under the applicable Indenture, the Depositary would
authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
CERTAIN COVENANTS
LIMITATION ON LIENS. The Senior Indenture provides that IMC will not, and
will not permit any of its Restricted Subsidiaries to, create, incur or
otherwise cause or suffer to exist or become effective any Liens of any kind
upon any Principal Property or any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness are now owned or hereafter acquired) unless all payments due under
the Senior Indenture and the Senior Debt Securities are secured on an equal and
ratable basis with the obligations so secured until such time as such obligation
is no longer secured by a Lien, except for Permitted Liens. See also "Exempted
Indebtedness" below.
The Subordinated Indenture provides that IMC will not, and will not permit
any of its Restricted Subsidiaries to, create, incur, or otherwise cause or
suffer to exist or become effective any Liens of any kind upon any Principal
Property or any shares of stock or indebtedness of any Restricted Subsidiary
(whether such Principal Property, shares of stock or indebtedness are now owned
or hereafter acquired) that secures any Indebtedness that is on a parity in
right of payment with the Subordinated Debt Securities unless all payments due
under the Subordinated Indenture and the Subordinated Debt Securities are
secured on an equal and ratable basis with the obligation so secured until such
time as such obligation is no longer secured by a Lien, except for Permitted
Liens. See also "Exempted Indebtedness" below.
LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. The Indentures provide that
neither the Company nor any Restricted Subsidiary will enter into any sale and
leaseback transaction with respect to any Principal Property (except for
temporary leases of a term, including renewals, not exceeding five years) unless
either (a) the Company or such Restricted Subsidiary would be entitled, pursuant
to the provisions of the Indentures, to incur Indebtedness secured by a lien on
the property to be leased without equally and ratably securing the Debt
Securities, or (b) the Company within 180 days after the effective date of such
transaction applies to the voluntary retirement of its funded debt an amount
equal to the value of such
8
<PAGE>
transaction, defined as the greater of the net proceeds of the sale of the
property leased in such transaction or the fair value, in the opinion of the
Board of Directors, of the leased property at the time such transaction was
entered into. See also "Exempted Indebtedness" below.
EXEMPTED INDEBTEDNESS. Notwithstanding the foregoing limitations on Liens
and sale and leaseback transactions, the Company and its Restricted Subsidiaries
may issue, assume, or guarantee Indebtedness secured by a Lien without securing
the Debt Securities, or may enter into sale and leaseback transactions without
retiring funded debt, or enter into a combination of such transactions, if the
sum of the principal amount of all such Indebtedness and the aggregate value of
all such sale and leaseback transactions does not at any such time exceed 10% of
the consolidated total assets of the Company and its consolidated Subsidiaries
as shown in the audited consolidated balance sheet contained in the latest
annual report to the shareholders of the Company.
CONVERSION
The Indentures contain certain provisions regarding the conversion of Debt
Securities into Common Stock (or cash in lieu thereof). The specific terms
applicable to a series of Convertible Debt Securities, including the initial
conversion price or conversion rate, any adjustments to such conversion price or
conversion rate and the conversion period, and the conditions upon which such
conversion will be effected will be set forth in the Prospectus Supplement
relating thereto.
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to the Debt Securities of any series is
defined in each Indenture as: (i) default in the payment of any installment of
interest on or any Additional Amounts payable in respect of any of the Debt
Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; (ii) default in the payment
of all or any part of the principal of any of the Debt Securities of such series
as and when the same shall become due and payable either at maturity, upon any
redemption, or otherwise; (iii) the failure by the Company to perform or observe
any of its other covenants, conditions or agreements contained in the Debt
Securities of such series or set forth in the applicable Indenture and
continuance of such failure for a period of 90 days after due notice by the
applicable Trustee or by the holders of at least 25% in principal amount of the
securities of that series then outstanding; (iv) default in the payment of any
scheduled principal of or interest on any Indebtedness of the Company or any
Subsidiary of the Company (other than the Debt Securities of such series)
aggregating more than $25 million in principal amount, when due after giving
effect to any applicable grace period, that results in such Indebtedness
becoming due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged; or (v) certain
events of bankruptcy, insolvency or reorganization involving IMC or its
Subsidiaries as more fully described in the Indentures. Additional Events of
Default may be added for the benefit of holders of certain series of Debt
Securities which, if added, will be described in the Prospectus Supplement
relating to such Debt Securities. The Indentures provide that the Trustee shall
notify the holders of Debt Securities of each series of any continuing default
known to the Trustee which has occurred with respect to that series within 90
days after the occurrence thereof. The Indentures provide that notwithstanding
the foregoing, except in the case of default in the payment of the principal of,
interest on or any Additional Amounts payable in respect of any of the Debt
Securities of such series the Trustee may withhold such notice if the Trustee in
good faith determines that the withholding of such notice is in the interests of
the holders of Debt Securities of such series.
If an Event of Default of the type described in clause (v) above shall
happen and be continuing, then the principal of (or, with respect to a series of
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series), accrued and unpaid interest on, and
any Additional Amounts payable in respect of the Debt Securities will become
immediately due and payable. If
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one or more Events of Default of the type described in clauses (i) through (iv)
with respect to any series of Debt Securities at the time outstanding shall
happen and be continuing, then either the Trustee or the holders of not less
than 25% of the principal amount of that series of the Debt Securities then
outstanding may declare the principal (or, with respect to a series of Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series), accrued and unpaid interest on and any
Additional Amounts payable in respect of the Debt Securities of that series due
and payable immediately. This provision is subject to the condition that if,
after any declaration of acceleration and before Stated Maturity of the
principal with respect to the Debt Securities of any series, all arrears of
interest and any Additional Amounts and the expenses of the Trustee, its agents
or attorneys shall be paid by or for the account of IMC, and all Defaults (other
than the payment of principal that has been declared due and payable) have been
cured to the satisfaction of the Trustee, then the Trustee shall, upon the
written request of the holders of a majority in principal amount of the Debt
Securities of the applicable series, waive such Default and rescind or annul the
declaration of acceleration; but no such waiver, rescission or annulment shall
extend to or affect any subsequent Default or impair any right consequent
thereon.
No holder of any Debt Security of any series will have the right to pursue a
remedy under the applicable Indenture or the Debt Securities, unless (1) such
holder gives the Trustee notice of a continuing Default with respect to the Debt
Securities of that series, (2) the holders of at least a majority of the Debt
Securities of the applicable series make a request to the Trustee to pursue the
remedy, (3) such holder or holders offered the Trustee security or indemnity
satisfactory to the Trustee against any loss, liability or expense and (4) the
Trustee does not comply with the request within 30 days after the receipt of the
request and the offer of security or indemnity. However, nothing contained in
the Indentures shall affect or impair the right of any holder of Debt Securities
to institute suit to enforce payment of the principal of, interest on and any
Additional Amounts payable in respect of such holder's Debt Securities on or
after the due dates expressed in such Debt Securities.
IMC must furnish to the Trustee a statement, detailing any Defaults of which
it is aware, within 5 days of the occurrence of any Default.
REPORTS
The Indentures provide that IMC will file with the Trustee copies of the
annual reports and other information, documents and reports which IMC is
required to file with the Commission pursuant to the Exchange Act. If IMC is not
required to file such reports and other information, the Indentures provide that
IMC shall file with the Trustee and cause to be mailed to the holders of Debt
Securities (i) annual reports containing the information required to be
contained in an Annual Report on Form 10-K, (ii) quarterly reports containing
the information required to be contained in a Quarterly Report on Form 10-Q and
(iii) promptly after the occurrence of an event required to be therein reported,
such other reports containing information required to be contained in a Current
Report on Form 8-K. IMC shall also comply with the requirements of Trust
Indenture Act 314(a).
SUCCESSOR COMPANY
The Indentures provide that IMC will not consolidate or merge with or into,
or sell, lease, convey or otherwise dispose of all or substantially all of its
assets or assign any of its obligations under the Debt Securities or applicable
Indenture unless (i) the entity formed by or surviving any such consolidation or
merger (if other than IMC), or to which such sale, lease, conveyance or other
disposition shall have been made (the "Surviving Entity"), is a corporation
organized and existing under the laws of the United States, any state thereof,
or the District of Columbia; (ii) the Surviving Entity assumes by supplemental
indenture all of the obligations of IMC under the Debt Securities and the
applicable Indenture; and (iii) immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing. With respect to the sale of assets, the phrase "all or substantially
all" as used in the Indentures
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varies according to the facts and circumstances of the subject transaction, has
no clearly established meaning under New York law (which governs the Indentures)
and is subject to judicial interpretation. Accordingly, in certain circumstances
there may be a degree of uncertainty in ascertaining whether a particular
transaction would involve a disposition of "all or substantially all" of the
assets of a person, and therefore it may be unclear as to whether a disposition
of assets comes within the terms of this provision.
DISCHARGE
Each Indenture provides that it will cease to be of further effect (except
that certain obligations will survive) with respect to a series of Debt
Securities when all outstanding Debt Securities of such series authenticated and
issued have been delivered (other than destroyed, lost or stolen Debt Securities
that have been replaced or paid) to the Trustee for cancellation and IMC has
paid all sums payable under such Indenture.
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting IMC and the applicable
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series at the time
outstanding under such Indenture, to enter into supplemental indentures to amend
any of the provisions of each Indenture or any supplemental indenture with
respect to the Debt Securities of such series; provided that, unless consented
to by each holder of Debt Securities of such series, no such supplemental
indenture may (1) reduce the amount of Debt Securities whose holders must
consent to an amendment or a waiver; (2) reduce the rate of or change the time
for payment of interest or Additional Amounts, including default interest on any
Debt Security; (3) reduce the principal of or change the Stated Maturity of any
Debt Security or alter the provisions with respect to redemption; (4) make any
Debt Security payable in money other than that stated in the Debt Security; (5)
make any change in the types of amendment that need the approval of every
affected holder of Debt Securities; (6) with respect to the Senior Indenture,
affect the ranking of the Debt Securities; or (7) waive a Default in the payment
of principal of, any Additional Amounts payable in respect of or interest on, or
with respect to, any Debt Security.
The applicable Trustee and IMC may enter into supplemental indentures which
amend the applicable Indenture and the Debt Securities with respect to a
particular series without the consent of any holder of Debt Securities of such
series in order to: (a) cure any ambiguity, omission, defect or inconsistency;
(b) comply with such Indenture concerning the substitution of successor
corporations pursuant to a merger or consolidation; (c) comply with any
requirements of the Commission in connection with the qualification of such
Indenture under the Trust Indenture Act; (d) provide for uncertificated
securities; (e) make any change that does not materially adversely affect the
legal rights of any holder of Debt Securities under the applicable Indenture as
then in effect; (f) secure the Debt Securities and make intercreditor
arrangements with respect to any such Debt Securities (unless prohibited by such
Indenture); (g) provide for a replacement Trustee; or (h) add to the covenants
and agreements of IMC for the benefit of all the holders of all of the Debt
Securities with respect to a series and surrender any right or power reserved
for IMC in such Indenture.
DEFEASANCE AND COVENANT DEFEASANCE
Each Indenture provides that IMC may elect either (a) to terminate (and be
deemed to have satisfied) all its obligations with respect to such Debt
Securities (except for the obligations to register the transfer or exchange of
such Debt Securities, to replace mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities,
to compensate and indemnify the Trustee and to punctually pay or cause to be
paid the principal of, interest on and any Additional Amounts payable in respect
of all Debt Securities of such series when due) ("defeasance") or (b) to be
released from its obligations with respect to certain covenants, including those
described above under "Certain Covenants--
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Limitation on Liens" and "--Limitations on Sale and Leaseback Transactions"
above ("covenant defeasance"), upon the deposit with the Trustee, in trust for
such purpose, of money and/or U.S. Government Obligations (as defined in the
Indentures) which through the payment of principal and interest in accordance
with their terms will provide money, in an amount sufficient (in the opinion of
a nationally recognized firm of independent public accountants) to pay the
principal of, interest on and any Additional Amounts payable in respect of the
outstanding Debt Securities of such series, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor. Such a trust
may be established only if, among other things, IMC has delivered to the Trustee
an opinion of counsel (as specified in such Indenture) with regard to certain
matters, including an opinion to the effect that the holders of such Debt
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and discharge and will be subject to
Federal income on the same amounts and in the same manner and at the same times
as would have been the case if such deposit and defeasance or covenant
defeasance, as the case may be, had not occurred. The Prospectus Supplement may
further describe these or other provisions, if any, permitting defeasance or
covenant defeasance with respect to the Debt Securities of any series.
CONCERNING THE TRUSTEE
Prior to the issuance of any Senior Debt Securities under the Senior
Indenture the Company will engage a qualified trustee to serve as Trustee under
the Senior Indenture. Prior to the issuance of any Subordinated Debt Securities
under the Subordinated Indenture, the Company will engage a qualified trustee to
serve as Trustee under the Subordinated Indenture. Any such Trustee will be an
"eligible trustee" under the Trust Indenture Act of 1939, as amended.
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
SUBORDINATION
The Subordinated Debt Securities will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Indebtedness (as defined below) of IMC. If IMC should default in the payment of
any principal of, interest on or any Additional Amounts payable in respect of
any Senior Indebtedness when the same becomes due and payable, when at maturity
or at a date fixed for prepayment or by declaration or otherwise, then, upon
written notice of such default to IMC by the holders of such Senior Indebtedness
of any trustee therefor and subject to certain rights of IMC to dispute such
default and subject to proper notification of the Trustee, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities, by set-off or otherwise)
will be made or agreed to be made for principal of, interest on or any
Additional Amounts payable in respect of the Subordinated Debt Securities, or in
respect of any redemption, retirement, purchase or other acquisition of the
Subordinated Debt Securities other than those made in capital stock of IMC (or
cash in lieu of fractional shares thereof) pursuant to any conversion right of
the Subordinated Debt Securities or otherwise made in capital stock of IMC.
The term "Senior Indebtedness" is defined to mean Indebtedness (including
the Senior Debt Securities) of IMC outstanding at any time except (a) any
Indebtedness as to which, by the terms of the instrument creating or evidencing
the same, it provided that such Indebtedness is not senior in right of payment
to the Subordinated Debt Securities, (b) the Subordinated Debt Securities, (c)
any Indebtedness of IMC to a wholly-owned Subsidiary of IMC, (d) interest
accruing after the filing of a petition initiating certain events of bankruptcy
or insolvency unless such interest is an allowed claim enforceable against IMC
in a proceeding under federal or state bankruptcy laws and (e) trade payables.
If (i) without the consent of IMC a court shall enter an order for relief
with respect to IMC under the United States federal bankruptcy laws or a
judgment, order or decree adjudging IMC a bankrupt or insolvent, or enter an
order for relief for reorganization, arrangement, adjustment or composition of
or in respect of IMC under the United States federal or state bankruptcy or
insolvency laws or (ii) IMC shall
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institute proceedings for the entry of an order for relief with respect to the
Company under the United States federal bankruptcy laws or for an adjudication
of insolvency, or shall consent to the institution of bankruptcy or insolvency
proceedings against it, or shall file a petition seeking, or seek or consent to
reorganization, arrangement, composition or similar relief under any applicable
law, or shall consent to the filing of such petition or to the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator or similar
official in respect of IMC or of substantially all of its property, or IMC shall
make a general assignment for the benefit of creditors, then all Senior
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings and any Additional Amounts payable in respect thereof) will
first be paid in full before any payment or distribution, whether in cash,
securities or other property, is made on account of the principal of, interest
on or any Additional Amounts payable in respect of the Subordinated Debt
Securities. In such event, any payment of distribution on account of the
principal of, interest on or any Additional Amounts payable in respect of a
Subordinated Debt Securities, whether in cash, securities or other property
(other than securities of IMC or any other corporation provided for by a plan or
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Debt Securities, to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of the
Subordinated Debt Securities will be paid or delivered directly to the holders
of Senior Indebtedness in accordance with the priorities then existing among
such holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings and any Additional
Amounts payable in respect thereof) has been paid in full. If any payment or
distribution on account of the principal of, interest on or any Additional
Amounts payable in respect of the Subordinated Debt Securities of any character,
whether in cash, securities or other property (other than securities of IMC or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Debt Securities, to
the payment of all Senior Indebtedness then outstanding and to any securities
issued in respect thereof under any such plan or reorganization or
readjustment), shall be received by any holder of any Subordinated Debt
Securities in contravention of any of the terms of the Subordinated Indenture
and before all the Senior Indebtedness shall have been paid in full, such
payment or distribution of securities will be received in trust for the benefit
of, and will be paid over or delivered and transferred to, the holders of the
Senior Indebtedness then outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness remaining unpaid to the extent necessary to pay all such Senior
Indebtedness in full. In the event of any such proceeding, after payment in full
of all sums owing with respect to Senior Indebtedness, the holders of
Subordinated Debt Securities, together with the holders of any obligations of
IMC ranking on a parity with the Subordinated Debt Securities, will be entitled
to be repaid from the remaining assets of IMC the amounts at that time due and
owing on account of unpaid principal of, interest on and any Additional Amounts
payable in respect of the Subordinated Debt Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or obligations of
IMC ranking junior to the Subordinated Debt Securities and such other
obligations.
By reason of such subordination, in the event of the insolvency of IMC,
holders of Senior Indebtedness may receive more, ratably, than holders of the
Subordinated Debt Securities. In addition, other creditors of IMC who are not
holders of Subordinated Debt Securities or holders of Senior Indebtedness may
recover less, ratably, than holders of Senior Indebtedness and may recover more,
ratably, than holders of Subordinated Debt Securities. Such subordination will
not prevent the occurrence of an Event of Default or limit the right of
acceleration in respect of the Subordinated Debt Securities.
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CERTAIN DEFINITIONS
"Additional Amounts" shall mean any additional amounts which are required by
a Debt Security, under circumstances specified therein, to be paid by IMC in
respect of certain taxes imposed on certain holders of such Debt Securities, or
as otherwise specified in the terms of such Debt Security, and which are owing
to such holders.
"Affiliate" shall mean another Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such first Person.
For the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract
or otherwise.
"Capitalized Lease Obligation" shall mean an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with such principles; and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.
"Consolidated Net Worth" means the excess of assets over liabilities of the
Company and its consolidated Subsidiaries, plus Minority Interests, as
determined from time to time in accordance with GAAP.
"Default" shall mean any event that is, or after notice or passage of time
or both would be, an Event of Default.
"Indebtedness" shall mean, with respect to any Person, at any date, any of
the following, without duplication, (i) any liability, contingent or otherwise,
of such Person (A) for borrowed money (whether or not the recourse of the lender
is to the whole of the assets of such Person or only to a portion thereof), (B)
evidenced by a note, bond, debenture or similar instrument or (C) for the
payment of money relating to a Capitalized Lease Obligation or other obligation
(whether issued or assumed) relating to the deferred purchase price of property;
(ii) all conditional sale obligations and all obligations under any title
retention agreement (even if the rights and remedies of the seller under such
agreement in the event of default are limited to repossession or sale of such
property), but excluding trade accounts payable arising in the ordinary course
of business; (iii) all obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction other than
entered into in the ordinary course of business; (iv) all indebtedness of others
secured by (or for which the holder of such indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on any asset or property
(including, without limitation, leasehold interests and any other tangible or
intangible property) of such Person, whether or not such indebtedness is assumed
by such Person or is not otherwise such Person's legal liability; provided, that
if the obligations so secured have not been assumed in full by such Person or
are otherwise not such Person's legal liability in full, the amount of such
indebtedness for the purposes of this definition shall be limited to the lesser
of the amount of such indebtedness secured by such Lien or the fair market value
of the assets of the property securing such Lien; (v) all indebtedness of others
(including all interest and dividends on any Indebtedness or preferred stock of
any other Person for the payment of which is) guaranteed, directly or
indirectly, by such Person or that is otherwise its legal liability or which
such Person has agreed to purchase or repurchase or in respect of which such
Person has agreed contingently to supply or advance funds; and (vi) obligations
in respect of Currency Agreements and Interest Swap Obligations (as such
capitalized terms are defined in the Indentures).
"Issue Date" shall mean the first date on which a Debt Security is
authenticated by the applicable Trustee pursuant to an Indenture.
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"Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien, charge or adverse claim affecting title or resulting in an encumbrance
against real or personal property or a security interest of any kind (including,
without limitation, any conditional sale or other title retention agreement or
lease in the nature thereof or any filing or agreement to file a financing
statement as debtor under the Uniform Commercial Code or any similar statute
other than to reflect ownership by a third party or property leased to IMC or
any of its Subsidiaries under a lease that is not in the nature of a conditional
sale or title retention agreement).
"Minority Interest" is defined as any shares of stock of any class of a
Subsidiary that are not owned by the Company or a Subsidiary.
"Permitted Liens" shall mean, with respect to any Person: (i) Liens existing
on the Issue Date; (ii) Liens on property or assets of, or any shares of stock
of or secured debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary of IMC or at the time such corporation is merged
into IMC or any of its Restricted Subsidiaries; (iii) Liens in favor of IMC or
any of its Restricted Subsidiaries; (iv) Liens in favor of governmental bodies
to secure progress or advance payments; (v) Liens securing industrial revenue or
pollution control bonds; (vi) Liens on Property to secure Indebtedness incurred
for the purpose of (a) financing all or any part of the purchase price of such
Property incurred prior to, at the time of, or within 180 days after, the
acquisition of such Property or (b) financing all or any part of the cost of
construction, improvement, development or expansion of any such Property; (vii)
statutory liens or landlords', carriers', warehouseman's, mechanics',
suppliers', materialmen's, repairmen's or other like Liens arising in the
ordinary course of business and with respect to amounts not yet delinquent or
being contested in good faith by appropriate proceedings, if a reserve or other
appropriate provisions, if any, as shall be required in conformity with GAAP
shall have been made therefor; (viii) Liens on current assets of Restricted
Subsidiaries securing Indebtedness of such Restricted Subsidiaries; and (ix) any
extensions, substitutions, replacements or renewals in whole or in part of a
Lien (an "existing Lien") enumerated in clauses (i) through (viii) above;
provided that the Lien may not extend beyond (A) the Property or Indebtedness
subject to the existing Lien and (B) improvements and construction on such
Property and the Indebtedness secured by the Lien may not exceed the
Indebtedness secured at the time by the existing Lien.
"Person" shall mean any individual, corporation, partnership, limited
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity.
"Principal Property" means any manufacturing plant or warehouse owned or
leased by the Company or any Subsidiary, the gross book value of which exceeds
one percent of Consolidated Net Worth, other than manufacturing plants and
warehouses which the Board of Directors by resolution declares, together with
all other plants and warehouses previously so declared, is not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety.
"Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated and its Subsidiaries under GAAP.
"Restricted Subsidiary" shall mean (i) IMC, IMC-Canada and the Partnership,
and any intermediate holding company between either IMC, IMC-Canada or the
Partnership and IMC and (ii) any other Subsidiary of IMC that is not an
Unrestricted Subsidiary.
"Stated Maturity," when used with respect to any security or any installment
of interest thereon, shall mean the date specified in such security as the fixed
date on which the principal of such security or such installment of interest is
due and payable.
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"Subsidiary" of any Person shall mean (i) any Person of which more than 50%
of the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more of the Restricted Subsidiaries of that
Person or a combination thereof, and (ii) any partnership, joint venture or
other Person in which such Person or one or more of the Restricted Subsidiaries
of that Person or a combination thereof has the power to control by contract or
otherwise the board of directors or equivalent governing body or otherwise
controls such entity.
"Unrestricted Subsidiary" means (i) any Subsidiary of IMC that at the time
of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of IMC in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of
IMC (including any newly-acquired or newly-formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Property of, IMC or any other Subsidiary of IMC that is not a
Subsidiary of the Subsidiary so designated; provided, however, that the
Subsidiary to be so designated has total assets of $5,000 or less.
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with other Securities or separately, Debt
Warrants for the purchase of Debt Securities. The Debt Warrants are to be issued
under Debt Warrant Agreements (each a "Debt Warrant Agreement") to be entered
into between the Company and a bank or trust company, as Debt Warrant Agent (the
"Debt Warrant Agent"), all as set forth in the Prospectus Supplement relating to
Debt Warrants in respect of which this Prospectus is being delivered. The Debt
Warrant Agent will act solely as an agent of the Company in connection with the
Debt Warrants of such series and will not assume any obligations or relationship
of agency or trust for or with any holders or beneficial owners of Debt
Warrants. A copy of the form of Debt Warrant Agreement, including the form of
Warrant Certificates representing the Debt Warrants (the "Debt Warrant
Certificates"), reflecting the alternative provisions to be included in the Debt
Warrant Agreements that will be entered into with respect to particular
offerings of Debt Warrants, will be filed in an amendment to the Registration
Statement of which this Prospectus is a part or filed in a Current Report on
Form 8-K and incorporated by reference in the Registration Statement of which
this Prospectus is a part. The following summaries of certain provisions of the
Debt Warrant Agreement and the Debt Warrant Certificates do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Debt Warrant Agreement and the Debt Warrant
Certificates, respectively, including the definitions therein of certain
capitalized terms not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Debt
Warrants in respect of which this Prospectus is being delivered, the Debt
Warrant Agreement relating to such Debt Warrants and the Debt Warrant
Certificates representing such Debt Warrants, including the following: (1) the
designation, aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants and the procedures and
conditions relating to the exercise of such Debt Warrants; (2) the designation
and terms of any related Debt Securities with which such Debt Warrants are
issued and the number of such Debt Warrants issued with each such Debt Security;
(3) the date, if any, on and after which such Debt Warrants and the related Debt
Securities will be separately transferable; (4) the principal amount of Debt
Securities purchasable upon exercise of each Debt Warrant and the price at which
such principal amount of Debt Securities may be purchased upon such exercise;
(5) the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire (the "Expiration Date"); (6) if
the Debt Securities purchasable upon exercise of such Debt Warrants are original
issue discount Debt Securities, a discussion of federal income tax
considerations applicable
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thereto; and (7) whether the Debt Warrants represented by the Debt Warrant
Certificates will be issued in registered or bearer form, and, if registered,
where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders of
the Debt Securities purchasable upon such exercise and will not be entitled to
payments of principal of (and premium, if any) or interest, if any, on the Debt
Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or to be determinable as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised at
any time up to the close of business on the Expiration Date set forth in the
applicable Prospectus Supplement. After the close of business on the Expiration
Date, unexercised Debt Warrants will become void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Debt Warrant Certificate properly
completed and duly executed at the corporate trust office of the Debt Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward the Debt Securities purchasable upon such
exercise. If less than all of the Debt Warrants represented by such Debt Warrant
Certificate are exercised, a new Debt Warrant Certificate will be issued for the
remaining amount of Debt Warrants.
DESCRIPTION OF SERIES PREFERRED STOCK AND COMMON STOCK
IMC may issue, separately or together with or upon conversion of or exchange
for other Securities, Series Preferred Stock and Common Stock, all as set forth
in the accompanying Prospectus Supplement relating to the Series Preferred Stock
or Common Stock in respect of which this Prospectus is delivered. The following
summaries do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, the following documents: (i) IMC's Restated
Certificate of Incorporation (the "Restated Certificate of Incorporation"), (ii)
IMC's By-laws, as amended to date (the "By-laws"), (iii) the Rights Agreement,
as amended (the "Rights Agreement"), between IMC and The First National Bank of
Chicago, as Rights Agent, pursuant to which shares of Series C Preferred Stock
are issuable, and (iv) with respect to any Series Preferred Stock, the
Certificate of Designation with respect to such Series Preferred Stock. A copy
of each of the Restated Certificate of Incorporation, By-laws and the Rights
Agreement are incorporated by reference as exhibits, and in the case of an
offering of Series Preferred Stock, the Certificate of Designation will be filed
in an amendment to the Registration Statement of which this Prospectus is a part
or filed in a Current Report on Form 8-K and incorporated by reference in the
Registration Statement of which this Prospectus is a part.
The total amount of the authorized capital stock of IMC consists of (i)
250,000,000 shares, $1.00 par value per share of Common Stock, of which
93,932,747 shares of Common Stock were issued and outstanding as of March 31,
1997 and (ii) 12,000,000 shares of Series Preferred Stock, par value $1.00 per
share. The Board of Directors has reserved 3,000,000 shares of Series C
Preferred Stock for issuance in connection with the Rights Plan described below.
The Board of Directors of IMC is authorized to create and issue one or more
series of Series Preferred Stock and to determine the rights and preferences of
each series, to the extent permitted by the Restated Certificate of
Incorporation.
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SERIES PREFERRED STOCK
GENERAL. Under the Restated Certificate of Incorporation, IMC's Board of
Directors is authorized to create and issue up to 12,000,000 shares of Series
Preferred Stock in one or more series and to determine the rights and
preferences of each series, to the extent permitted by the Restated Certificate
of Incorporation. As of March 31, 1997, 3,000,000 shares of Series C Preferred
Stock were reserved for issuance. Reference is made to the applicable Prospectus
Supplement and the Certificate of Designation establishing such series of Series
Preferred Stock in respect of which this Prospectus is being delivered for the
terms of any series of Series Preferred Stock, including the specific title and
stated value, dividend, liquidation, redemption, voting and other rights with
respect to such series of Series Preferred Stock.
Reference is made to the applicable Prospectus Supplement relating to the
Series Preferred Stock offered thereby for specific terms, including:
(i) The title and stated value of such Series Preferred Stock;
(ii) The number of shares of such Series Preferred Stock offered, the
liquidation preference per share and the initial offering price of such
Series Preferred Stock;
(iii) The dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to such Series Preferred Stock;
(iv) The date from which dividends on such Series Preferred Stock shall
accumulate, if applicable;
(v) The procedures for any auction and remarketing, if any, for such Series
Preferred Stock;
(vi) The provisions for a sinking fund, if any, for such Series Preferred
Stock;
(vii) The provisions for redemption, if applicable, of such Series Preferred
Stock;
(viii) Any listing of such Series Preferred Stock on any securities exchange;
(ix) The terms and conditions, if applicable, upon which such Series
Preferred Stock will be convertible into Common Stock of the Company,
including the conversion price (or manner of calculation thereof);
(x) A discussion of Federal income tax considerations applicable to such
Series Preferred Stock;
(xi) The relative ranking and preferences of such Series Preferred Stock as
to dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company;
(xii) Any limitations on issuance of any series of Series Preferred Stock
ranking senior to or on a parity with such series of Series Preferred
Stock as to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of the Company; and
(xiii) Any other specific terms, preferences, rights (including, without
limitation, voting rights), limitations or restrictions of such Series
Preferred Stock.
LIQUIDATION PREFERENCE. Unless otherwise specified in the applicable
Prospectus Supplement, upon any liquidation, dissolution or winding up of IMC
whether voluntary or involuntary, the holders of any series of Series Preferred
Stock in respect of which this Prospectus is being delivered will have
preference and priority over the Common Stock and any other class of stock or
series of a class of stock of IMC ranking on liquidation junior to such series
of Series Preferred Stock, for payment out of the assets of IMC or proceeds
thereof, whether from capital or surplus, in the amount set forth in the
applicable Prospectus Supplement. After such payment, the holders of such series
of Series Preferred Stock will be entitled to no other payments. If, in the case
of any such liquidation, dissolution or winding up of IMC, the assets of IMC or
proceeds thereof shall be insufficient to make the full liquidation payment in
respect of such series of Series Preferred Stock and liquidating payments on any
other series of Series Preferred Stock ranking as to liquidation on a parity
with such series, then those assets and proceeds will be distributed among the
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holders of such series of Series Preferred Stock and any such other series of
Series Preferred Stock ratably in accordance with the respective amounts which
would be payable on such shares of such series of Series Preferred Stock and
such other series of Series Preferred Stock if all amounts thereon were paid in
full. A sale of all or substantially all of IMC's assets or a consolidation or
merger of IMC with one or more corporations shall not be deemed to be a
liquidation, dissolution or winding up of IMC.
COMMON STOCK
GENERAL. The holders of outstanding shares of the Common Stock are entitled
to receive dividends, subject to the prior rights of any outstanding Series
Preferred Stock, 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
IMC. 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. Upon
any liquidation, dissolution or winding up of IMC, whether voluntary or
involuntary, remaining net assets, if any, of IMC shall be distributed pro rata
to the holders of the Common Stock.
CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS.
The Restated Certificate of Incorporation and By-laws contain certain
provisions that are intended to enhance the likelihood of continuity and
stability in the composition of IMC's Board of Directors and which may have the
effect of delaying, deferring or preventing a future takeover or change in
control of IMC unless such takeover or change of control is approved by IMC's
Board of Directors. Such provisions may also render the removal of the current
Board of Directors and of management more difficult. The Restated Certificate of
Incorporation provides that before IMC may purchase outstanding shares of IMC's
Common Stock from a beneficial owner of 3% or more of the outstanding shares of
Common Stock at a price known by IMC to exceed the market price of the Common
Stock, a majority of the stockholders of IMC must have approved such purchase
unless the purchase is made by IMC on the same terms and as a result of an offer
to purchase any and all of IMC's outstanding Common Stock.
Pursuant to the Restated Certificate of Incorporation, the Board of
Directors of IMC is divided into three classes serving staggered three-year
terms. Directors can be removed from office only for cause and only by the
affirmative vote of the holders of a majority of the voting power of the then
outstanding shares of stock of IMC entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single class. Vacancies on
the Board of Directors may only be filled by the remaining directors and not by
the stockholders, except in the case of newly created directorships, if the
remaining directors fail to fill any such vacancy, the stockholders may do so at
the next annual or special meting called for that purpose.
The By-laws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors and with regard to certain matters to be
brought before an annual meeting of stockholders of IMC. In general, notice must
be received by IMC not less than 60 days prior to the annual meeting and must
contain certain specified information concerning the person to be nominated or
the matter to be brought before the meeting and concerning the stockholder
submitting the proposal.
The Restated Certificate of Incorporation also provides that in the case of
certain mergers, sales of assets, issuances of securities, liquidations or
dissolutions, or reclassifications or recapitalizations involving affiliated
holders of stock representing 20% or more of the voting power of the then
outstanding shares of Voting Stock, such transactions must be approved by 80% of
the combined voting power of the then outstanding Voting Stock, unless such
transactions are approved by a majority of the Disinterested Directors (as
defined in the Restated Certificate of Incorporation) of IMC unless certain
minimum price,
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form of consideration and procedural requirements are satisfied. 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 such provisions.
The requirement of a supermajority vote to approve certain corporate
transactions and certain amendments to the Restated Certificate of Incorporation
of IMC could enable a minority of IMC's stockholders to exercise veto powers
over such transactions and amendments.
Special meetings of stockholders may be called only by the Chairman of the
Board of IMC, the President of IMC 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.
RIGHTS PLAN. On June 21, 1989, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock. 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 "Series C Preferred Shares"), of the Company, at a price of $75 per
one two-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
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") has acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock 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 shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of the Record Date, by such
certificate with a notation incorporating the Rights Agreement by reference.
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 shares of Common Stock 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 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.
In the event that, after a 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 or otherwise transferred, 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 will 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 shares of Common Stock having a market
value of two times the exercise price of the Right. 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 Stock to permit the issuance of Common Stock upon the exercise
in full of the Rights.
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At any time after the acquisition by an Acquiring Person of beneficial
ownership of 15% or more of the outstanding Common Stock and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Stock, 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 Stock at an exchange ratio of one-half of the number of shares
of Common Stock 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 Series C 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).
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.
DESCRIPTION OF STOCK WARRANTS
The Company may issue, together with other securities or separately, Stock
Warrants for the purchase of Common Stock. The Stock Warrants are to be issued
under Stock Warrant Agreements (each a "Stock Warrant Agreement") to be entered
into between the Company and a bank or trust company, as Stock Warrant Agent
(the "Stock Warrant Agent"), all as set forth in the Prospectus Supplement
relating to Stock Warrants in respect of which this Prospectus is being
delivered. The Stock Warrant Agent will act solely as an agent of the Company in
connection with the Stock Warrants of such series and will not assume any
obligations or relationship of agency or trust for or with any holders or
beneficial owners of Stock Warrants. A copy of the form of Stock Warrant
Agreement, including the form of Warrant Certificates representing the Stock
Warrants (the "Stock Warrant Certificates") reflecting the provisions to be
included in the Stock Warrant Agreement that will be entered into with respect
to particular offerings of Stock Warrants, will be filed in an amendment to the
Registration Statement of which this Prospectus is a part or filed in a Current
Report on Form 8-K and incorporated by reference in the Registration Statement
of which this Prospectus is a part. The following summaries of certain
provisions of the Stock Warrant Agreement and the Stock Warrant Certificates do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Stock Warrant Agreement and
the Stock Warrant Certificates, respectively, including the definitions therein
of certain capitalized terms not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Stock
Warrants in respect of which this Prospectus is being delivered, the Stock
Warrant Agreement relating to such Stock Warrants and the Stock Warrant
Certificates representing such Stock Warrants, including the following: (1) the
offering price of such Stock Warrants, if any; (2) the procedures and conditions
relating to the exercise of such Stock Warrants; (3) the number of shares of
Common Stock purchasable upon exercise of each Stock Warrant and the initial
price at which such shares may be purchased upon exercise; (4) the date on which
the right to exercise such Stock Warrants shall commence and the date on which
such right shall expire (the "Expiration Date"); (5) a discussion of Federal
income tax considerations applicable to the exercise of Stock Warrants; (6) call
provisions of such Stock Warrants, if any; and (7) any other terms of the Stock
Warrants. The shares of Common Stock issuable upon the exercise of the Stock
Warrants will, when issued in accordance with the Stock Warrant Agreement, be
fully paid and nonassessable.
Prior to the exercise of their Stock Warrants, holders of Stock Warrants
will not have any of the rights of holders of the Common Stock purchasable upon
such exercise, and will not be entitled to any dividend payments on the Common
Stock purchasable upon such exercise.
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EXERCISE OF STOCK WARRANTS
Each Stock Warrant will entitle the holder to purchase for cash such number
of shares of Common Stock at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement relating
to the Stock Warrants offered thereby. Unless otherwise specified in the
applicable Prospectus Supplement, Stock Warrants may be exercised at any time up
to the close of business on the Expiration Date set forth in the applicable
Prospectus Supplement. After the close of business on the Expiration Date,
unexercised Stock Warrants will become void.
Stock Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Stock Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Stock Warrant Certificates properly
completed and duly executed at the corporate trust office of the Stock Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward a certificate representing the number of
shares of Common Stock purchasable upon such exercise. If less than all of the
Stock Warrants represented by such Stock Warrant Certificate are exercised, a
new Stock Warrant Certificate will be issued for the remaining amount of Stock
Warrants.
ANTIDILUTION PROVISIONS
Unless otherwise specified in the applicable Prospectus Supplement, the
exercise price payable and the number of shares purchasable upon the exercise of
each Stock Warrant will be subject to adjustment in certain events, including
(1) the issuance of a stock dividend to holders of Common Stock or a
combination, subdivision or reclassification of Common Stock; (2) the issuance
of rights, warrants or options to all holders of Common Stock entitling the
holders thereof to purchase Common Stock for an aggregate consideration per
share less than the current market price per share of the Common Stock; or (3)
any distribution by the Company to the holders of its Common Stock of evidences
of indebtedness of the Company or of assets (excluding cash dividends or
distributions payable out of capital surplus and dividends and distributions
referred to in (1) above). No fractional shares will be issued upon exercise of
Stock Warrants, but the Company will pay the cash value of any fractional shares
otherwise issuable.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities or Debt Warrants or
separately, Currency Warrants either in the form of Currency Put Warrants
entitling the holders thereof to receive from the Company the Cash Settlement
Value in U.S. dollars of the right to sell a specified amount of a specified
foreign currency or currency units for a specified amount of U.S. dollars, or in
the form of Currency Call Warrants entitling the holders thereof to receive from
the Company the Cash Settlement Value in U.S. dollars of the right to purchase a
specified amount of a specific foreign currency units for a specified amount of
U.S. dollars. The spot exchange rate of the applicable Base Currency, upon
exercise, as compared to the U.S. dollar, will determine whether the Currency
Warrants have a Cash Settlement Value on any given day prior to their
expiration.
The Currency Warrants are to be issued under a Currency Warrant Agreement to
be entered into between the Company and a bank or trust company, as Currency
Warrant Agent (the "Currency Warrant Agent"), all as set forth in the applicable
Prospectus Supplement. The Currency Warrant Agent will act solely as an agent of
the Company in connection with the Currency Warrants of such series and will not
assume any obligations or relationship of agency or trust for or with any
holders or beneficial owners of Currency Warrants. A copy of the form of
Currency Warrant Agreement, including the forms of global Warrant Certificates
representing the Currency Put Warrants and Currency Call Warrants (the "Currency
Warrant Certificates"), reflecting the provisions to be included in the Currency
Warrant Agreement that will be entered into with respect to particular offerings
of Currency Warrants, will be filed in an amendment to the Registration
Statement of which this Prospectus is a part or filed in a Current Report on
Form 8-K and incorporated by reference in the Registration Statement of which
this Prospectus is a part.
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The description of the Currency Warrants contained herein and the following
summaries of certain provisions of the Currency Warrant Agreement and the
Currency Warrant Certificates do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Currency Warrant Agreement and the Currency Warrant Certificates, respectively,
including the definitions therein of certain capitalized terms not defined
herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Currency
Warrants in respect of which this Prospectus is being delivered, the Currency
Warrant Agreement relating to such Currency Warrants and the Currency Warrant
Certificates representing such Currency Warrants, including the following: (1)
whether such Currency Warrants will be Currency Put Warrants, Currency Call
Warrants, or both; (2) the formula for determining the Cash Settlement Value, if
any, of each Currency Warrant; (3) the procedures an conditions relating to the
exercise of such Currency Warrants; (4) the circumstances which will cause the
Currency Warrants to be deemed to be automatically exercised; (5) any minimum
number of Currency Warrants which must be exercised at any one time, other than
upon automatic exercise; and (6) the date on which the right to exercise such
Currency Warrants will commence and the date on which such right will expire
(the "Expiration Date").
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in the applicable Prospectus Supplement,
the Currency Warrants will be issued in the form of global Currency Warrant
Certificates, registered in the name of a depositary or its nominee. Holders
will not be entitled to receive definitive certificates representing Currency
Warrants. A holder's ownership of a Currency Warrant will be recorded on or
through the records of the brokerage firm or other entity that maintains such
holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
EXERCISE OF CURRENCY WARRANTS
Each Currency Warrant will entitle the holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case as
such terms will be defined in the applicable Prospectus Supplement. If not
exercised prior to 3:00 P.M., New York City time, on the third New York Business
Day preceding the Expiration Date, Currency Warrants will be deemed
automatically exercised on the Expiration Date.
PLAN OF DISTRIBUTION
GENERAL
IMC may sell the Securities (i) through underwriters or dealers; (ii)
directly to one or more other purchasers; (iii) through agents; or (iv) to both
investors and/or dealers through a specific bidding or auction process or
otherwise. The Prospectus Supplement with respect to the Offered Securities will
set forth the terms of the offering of such Offered Securities, including the
name or names of any underwriters, dealers or agents, the purchase price of such
Offered Securities and the proceeds to IMC from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and any bidding or auction process. Any initial
offering price and any discounts, concessions or commissions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in an offering, the Offered Securities will be
acquired by the underwriters for their own account. The Offered Securities may
be sold from time to time in one or more transactions,
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including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The Offered Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. The
specific managing underwriter or underwriters, if any, will be set forth in the
Prospectus Supplement relating to the Offered Securities together with the
members of the underwriting syndicate, if any. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Offered Securities if any
are purchased.
Offered Securities may be sold directly by IMC or through agents designated
by IMC from time to time. The Prospectus Supplement will set forth the name of
any agent involved in the offer or sale of the Offered Securities in respect of
which the Prospectus Supplement is delivered and any commissions payable by IMC
to such agent. Unless otherwise indicated in the Prospectus Supplement, any such
agent is acting on a best efforts basis for the period of its appointment.
Any underwriters, dealers, or agents participating in the distribution of
the Offered Securities may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resale of the Offered Securities may
be deemed to be underwriting discounts and commissions under the Securities Act.
Agents, dealers or underwriters may be entitled, under agreements entered into
with IMC, to indemnification by IMC against certain liabilities, including
liabilities under the Securities Act, and to contribution with respect to
payments which the agents, dealers or underwriters may be required to make in
respect thereof. Agents, dealers and underwriters may engage in transactions
with or perform services for IMC in the ordinary course of business.
The Offered Securities, other than the Common Stock, will be a new issue or
issues of securities with no established trading market. Any Common Stock issued
by the Company pursuant to this Registration Statement will be listed. Unless
otherwise indicated in a Prospectus Supplement, IMC does not currently intend to
list any Offered Debt Securities or Warrants on any securities exchange. No
assurance can be given that the underwriters, dealers or agents, if any,
involved in the sale of the Offered Securities will make a market in such
Offered Securities. Whether or not any of the Offered Securities are listed on a
national securities exchange or the underwriters, dealers or agents, if any,
involved in the sale of the Offered Securities make a market in such Offered
Securities, no assurance can be given as to the liquidity of the trading market
for such Offered Securities.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, IMC may authorize underwriters
or other persons acting as IMC's agents to solicit offers by certain
institutions to purchase Offered Securities from IMC pursuant to contracts
providing for payment and delivery on a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases will be subject to the approval of
IMC. The obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the Offered Securities shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such agents will not have any
responsibility in respect of the validity or performance of such contracts.
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LEGAL MATTERS
Certain legal matters will be passed upon for IMC by Marschall I. Smith,
Esq., Senior Vice President and General Counsel of the Company. Mr. Smith is the
beneficial owner of shares of Common Stock and holds currently exercisable
options to purchase shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company at June 30, 1996 and
for each of the three years in the period ended June 30, 1996, appearing in the
Company's Annual Report on Form 10-K which is incorporated by reference in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference elsewhere herein which, as to the years 1995 and 1994, is based in
part on the report of Arthur Andersen LLP, independent auditors. The financial
statements referred to above are incorporated by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
<S> <C>
PAGE
---------
The Company............................. S-2
Use of Proceeds......................... S-2
Summary Consolidated Financial
Information............................ S-3
Certain Terms of the Debentures......... S-4
Underwriting............................ S-8
Legal Matters........................... S-9
PROSPECTUS
Available Information................... 2
Incorporation of Certain Documents by
Reference.............................. 2
The Company............................. 4
Use of Proceeds......................... 4
Ratios of Earnings to Fixed Charges..... 4
Description of Debt Securities.......... 5
Description of Debt Warrants............ 16
Description of Series Preferred Stock
and Common Stock....................... 17
Description of Stock Warrants........... 21
Description of Currency Warrants........ 22
Plan of Distribution.................... 23
Legal Matters........................... 25
Experts................................. 25
</TABLE>
$150,000,000
[LOGO]
IMC GLOBAL INC.
% DEBENTURES
DUE , 2007
-------------------
PROSPECTUS SUPPLEMENT
-------------------
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
SALOMON BROTHERS INC
, 1997
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