SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 12, 1997
IMC GLOBAL INC.
(Exact name of registrant as specified in charter)
Delaware 1-9759 36-3492467
(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
2100 Sanders Road, Northbrook, IL 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(847) 272-9200
Item 5. Other Events
The following is the text of a press release relating to the
acquisition of Harris Chemical Group, Inc.
NORTHBROOK, IL, and NEW YORK, NY, December 12, 1997 - IMC Global
Inc.(NYSE: IGL) announced today that it has reached a definitive
agreement to acquire privately held Harris Chemical Group, Inc. (HCG)
and anticipates executing a definitive agreement to acquire HCG's
Australian affiliate, Penrice Soda Products Pty. Ltd., shortly. These
acquisitions, which are expected to be completed in the first quarter
of 1998, will become accretive in late 1998 and will add about 30 to 35
cents per share in calendar 1999.
Headquartered in New York City and with operations in North
America, Europe and Australia, HCG is a leading producer of salt, soda
ash, boron chemicals, and other inorganic chemicals including potash
crop nutrients. HCG has annual sales of approximately $850 million.
Two other D. George Harris & Associates, Inc., affiliates, Harris
Specialty Chemicals and U.S. Silica Company are not part of the
transaction.
Under the agreement's terms, IMC Global will purchase all HCG
equity for $450 million in cash and assume approximately $950 million
of debt.
"This acquisition is consistent with IMC Global's growth
objectives and builds on our core competencies in mining, chemical
processing, and international distribution logistics and marketing,"
said Robert E. Fowler, Jr., president and chief executive officer of
IMC Global. "In our existing businesses, we have demonstrated an
ability to achieve low-cost positions. The rapid integration of HCG's
operations will allow us to take swift action to reduce our
consolidated costs."
Fowler noted that substantial synergies between the two companies
already have been identified and indicate that there are a number of
major cost-reduction opportunities. Savings will occur particularly in
distribution logistics, procurement and operations.
"Cost-reduction initiatives are expected to achieve savings of
approximately $50 million on an annualized basis by the year 2000,"
said Fowler. "By that year, the acquisition should add 45 to 50 cents
to earnings per share. Furthermore, IMC Global's strong financial
position will enable us to implement and capitalize on a number of high-
value investment opportunities already identified by HCG."
D. George Harris, chairman of HCG, said "We believe that the
operations and businesses of HCG and IMC Global constitute an excellent
fit yielding significant synergies, and that we have found a new
environment in which our management and employees will thrive and
prosper."
The acquisition includes the following HCG operations around the
world:
Worldwide salt: HCG operates nine North American facilities which
have a combined production capacity of more than 11 million tons, as
well as the leading British rock salt producer, Salt Union Limited,
which has an annual capacity of 2.2 million short tons of rock salt and
produces about 770,000 short tons of white salt each year. HCG's
Goderich, Ontario rock salt mine is the world's largest, with an annual
capacity of 5.5 million short tons. In addition, the acquisition of
Salt Union Limited is consistent with IMC Global's strategy to
selectively invest in facilities outside of North America.
HCG's operations also include soda ash and boron chemicals. These
products are used primarily in the manufacture of glass and chemicals,
and are produced by HCG in North America and Western Europe. Penrice's
operations are in Australia. With a combined annual capacity of 2.8
million tons, HCG with Penrice, is the world's third-largest producer
of soda ash.
Great Salt Lake Minerals, an HCG subsidiary located in Ogden,
Utah, produces magnesium chloride and potash crop nutrients and
supplies solar salt to HCG's North American salt operations.
IMC Global is one of the world's leading producers and marketers
of phosphate and potash crop nutrients and animal feed ingredients,
with calendar 1996 revenues and EBITDA of nearly $3 billion and $461
million, respectively. The Company also produces and markets food-
quality salt, and is one of the nation's leading distributors of crop
nutrients, including nitrogen, and related products through its
FARMARKET and Rainbow distribution networks. Additionally, it sells
potash and other products to industrial users and markets lawn and
garden products under its IMC Vigoro brand name.
Salomon Smith Barney acted as financial adviser to IMC Global Inc.
and Chase Securities Inc. acted as financial adviser to Harris Chemical
Group, Inc.
Shortly after the press release described herein was issued the
definitive agreement to acquire HCG's Australian affiliate, Penrice
Soda Products Pty. Ltd., was executed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
IMC GLOBAL INC.
By MARSCHALL I. SMITH
Marschall I. Smith
Senior Vice President,
Assistant Secretary
and General Counsel
December 12, 1997
