<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
IMC GLOBAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3492467
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2100 SANDERS ROAD
NORTHBROOK, IL 60062
(847) 272-9200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
J. BRADFORD JAMES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IMC GLOBAL INC.
2100 SANDERS ROAD
NORTHBROOK, IL 60062
(847) 272-9200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
With copies to:
MICHAEL G. TIMMERS
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-63503
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities................................. (2) (2) $100,000,000 $27,800(3)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. The
aggregate initial public offering price of the securities registered
hereby will not exceed $100,000,000.
(2) The amount to be registered and the proposed maximum offering price per
unit has been omitted pursuant to Rule 457(o) under the Securities Act of
1933.
(3) The registration fee has been calculated pursuant to Rule 457(o) under the
Securities Act of 1933.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Commission File No. 333-63503) filed by IMC Global Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") on
September 16, 1998, which was declared effective by the Commission on
September 28, 1998, are incorporated herein by reference including each of the
documents filed by the Company with the Commission and incorporated or deemed
to be incorporated by reference therein.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN NORTHBROOK, ILLINOIS, ON NOVEMBER 9, 1998.
IMC Global Inc.
/s/ J. Bradford James
By: _________________________________
J. Bradford James
Senior Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer November 9, 1998
____________________________________ (principal executive
Robert E. Fowler, Jr officer) and Director
* President and Chief November 9, 1998
____________________________________ Operating Officer
Douglas A. Pertz (principal operating
officer)
/s/ J. Bradford James Senior Vice President and November 9, 1998
____________________________________ Chief Financial Officer
J. Bradford James (principal financial
officer)
/s/ Anne M. Scavone Vice President and November 9, 1998
____________________________________ Controller
Anne M. Scavone (principal accounting
officer)
* Chairman and Director November 9, 1998
____________________________________
Wendell F. Bueche
* Director November 9, 1998
____________________________________
Raymond F. Bentele
* Director November 9, 1998
____________________________________
Robert W. Bruce, III
* Director November 9, 1998
____________________________________
Rod F. Dammeyer
* Director November 9, 1998
____________________________________
James M. Davidson, Ph.D.
* Director November 9, 1998
____________________________________
Rene L. Latiolais
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director November 9, 1998
____________________________________
Harold H. MacKay
* Director November 9, 1998
____________________________________
David B. Mathis
* Director November 9, 1998
____________________________________
Donald F. Mazankowski
* Director November 9, 1998
____________________________________
Joseph P. Sullivan
* Director November 9, 1998
____________________________________
Richard L. Thomas
* Director November 9, 1998
____________________________________
</TABLE> Billie B. Turner
/s/ J. Bradford James
*By: __________________________
J. Bradford James
Attorney in Fact
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
*5.1 Opinion and consent of Kirkland & Ellis
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Arthur Andersen, Chartered Accountants
*23.3 Consent of PricewaterhouseCoopers LLP
*23.4 Consent of Arthur Andersen LLP
*23.5 Consent of Kirkland & Ellis (included in Exhibit 5.1).
*24.1 Powers of Attorney
</TABLE>
- --------
* Filed herewith.
<PAGE>
Exhibit 5.1
[KIRKLAND & ELLIS LETTERHEAD]
To Call Writer Direct:
312 861-2200
November 9, 1998
To: IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Re: IMC Global Inc.
Registration Statement on Form S-3
We are issuing this opinion in our capacity as special counsel to IMC
Global Inc. (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), on a Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission on or about
November 9, 1998 (the "Registration Statement") of (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 the
Company (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 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 issued by the Company either together or separately in connection with an
offering or offerings from time to time pursuant to the Registration Statement
and will be offered on terms set forth in the Registration Statement and in the
prospectus contained in the Registration Statement (the "Prospectus") and in
amounts, at prices and on other terms to be determined by the Company at the
time of offering and to be set forth in an amendment or amendments to the
Registration Statement and the Prospectus and in one or more supplements to the
Prospectus (each, a "Prospectus Supplement").
The Debt Securities specified as Senior Debt Securities in the
applicable Prospectus Supplement will be issued under an Indenture, dated August
1, 1998 (such Indenture, as amended or supplemented from time to time, the
"Senior Indenture"), between the Company
<PAGE>
IMC Global Inc.
November 9, 1998
Page 2
and The Bank of New York, as Trustee. The Debt Securities specified as
Subordinated Debt Securities in the applicable Prospectus Supplement will be
issued under an Indenture the form of which is filed as an exhibit to the
Registration Statement (such Indenture, as amended or supplemented from time to
time, the "Subordinated Indenture"). The Subordinated Indenture will be executed
by the Company and a trustee to be named and qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), prior to the offering of
any Subordinated Debt Securities. The executed Subordinated Indenture will be
filed prior to the issuance of such Subordinated Debt Securities in an amendment
to the Registration Statement or incorporated by reference into the Registration
Statement pursuant to a Current Report on Form 8-K of the Company. Each series
of Debt Warrants will be issued under a warrant agreement (each, a "Debt Warrant
Agreement"), to be filed prior to the issuance of such Debt Warrants in an
amendment to the Registration Statement or incorporated by reference into the
Registration Statement pursuant to a Current Report on Form 8-K of the Company,
to be executed by the Company and a warrant agent or agents to be named by the
Company prior to the offering of any Debt Warrants of such series. Each series
of Stock Warrants will be issued under a warrant agreement (each, a "Stock
Warrant Agreement"), to be filed prior to the issuance of such Stock Warrants in
an amendment to the Registration Statement or incorporated by reference into the
Registration Statement pursuant to a Current Report on Form 8-K of the Company,
to be executed by the Company and a warrant agent or agents to be named by the
Company prior to the offering of any Stock Warrants of such series. Each series
of Currency Warrants will be issued under a warrant agreement (each, a "Currency
Warrant Agreement"), to be filed prior to the issuance of such Currency Warrants
in an amendment to the Registration Statement or incorporated by reference into
the Registration Statement pursuant to a Current Report on Form 8-K of the
Company, to be entered by the Company and a warrant agent or agents to be named
by the Company prior to the offering of any Currency Warrants of such series.
The Registration Statement provides that the Company may sell the
Securities registered thereby (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
applicable Prospectus Supplement with respect to the Securities offered will set
forth the terms of the offering of such Securities, including the name or names
of any underwriters, dealers or agents, the purchase price of such Securities
and the proceeds to the Company 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. If underwriters are used in an
offering of Securities registered by the Registration
<PAGE>
IMC Global Inc.
November 9, 1998
Page 3
Statement, the Registration Statement anticipates that the Company will sell
such Securities pursuant to the terms of an underwriting agreement to be
executed between the Company and underwriters that will be identified in the
applicable Prospectus Supplement. We have for purposes of this letter reviewed
the preliminary form of the underwriting agreement initially filed as an exhibit
to the Registration Statement and we have assumed for purposes of this letter
that the terms of the Underwriting Agreement will fall within the scope of the
authorization adopted by the Company's Board of Directors and will receive the
approvals required by that Board authorization. The term "Underwriting
Agreement" is used in this letter to mean an underwriting agreement in the form
in which it will be actually executed by the Company and the underwriters with
respect to a particular underwritten offering of Securities registered by the
Registration Statement. We have also assumed for purposes of this letter that
the terms of any other agreement providing for the sale of Securities registered
by the Registration Statement (other than by means of an underwritten offering),
including a distribution agreement to be filed prior to a particular offering of
Securities registered by the Registration Statement in an amendment to the
Registration Statement or incorporated by reference into the Registration
Statement pursuant to a Current Report on Form 8-K of the Company, to be
executed by the Company and an appropriate party or parties that will be
identified in the applicable Prospectus Supplement, will fall within the scope
of the authorization adopted by the Company's Board of Directors and will
receive the approvals required by that Board authorization. The term "Other
Agreement" is used in this letter to mean an agreement providing for the sale of
Securities registered by the Registration Statement (other than by means of an
underwritten offering) in the form in which it will be actually executed by the
Company and the appropriate party or parties with respect to a particular
offering or offerings of Securities registered by the Registration Statement.
The term "Agreement" is used in this letter to mean either an Underwriting
Agreement or an Other Agreement. The terms "Registered Senior Debt Securities,"
"Registered Subordinated Debt Securities," "Registered Debt Warrants,"
"Registered Series Preferred Stock," "Registered Common Stock," "Registered
Stock Warrants" and "Registered Currency Warrants" are used in this letter to
mean, respectively, the Senior Debt Securities, the Subordinated Debt
Securities, the Debt Warrants, the Series Preferred Stock, the Common Stock, the
Stock Warrants and the Currency Warrants that are registered under the
Registration Statement as initially filed and are sold by the Company under an
Agreement.
For purposes of this letter, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purpose of this opinion, including (i) the corporate and organizational
documents of the Company, (ii) minutes and records of the
<PAGE>
IMC Global Inc.
November 9, 1998
Page 4
corporate proceedings of the Company with respect to the issuance of the
Securities and (iii) the Registration Statement and the exhibits thereto.
For purposes of this letter, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals
submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Subject to the assumptions, qualifications and limitations identified
in this letter, we advise you that in our opinion:
(1) Registered Senior Debt Securities of each series, when issued, will be
binding obligations of the Company, enforceable against the Company in
accordance with their terms, when, as and if (i) the Registration Statement
shall have become effective pursuant to the provisions of the Act, (ii)
appropriate corporate action shall have been taken by the Company to authorize
(a) the form, terms, execution and delivery of any necessary supplemental
indenture or amendment to the Senior Indenture (and such supplemental indenture
or amendment shall have been duly executed and delivered by the Company and the
trustee thereunder) and (b) the form and terms of such series of Registered
Senior Debt Securities, (iii) such series of Registered Senior Debt Securities
shall have been issued in the form and containing the terms described in the
Registration Statement, any applicable Prospectus Supplements, the Senior
Indenture and such corporate action, (iv) a Prospectus Supplement or Prospectus
Supplements with respect to such series of Registered Senior Debt Securities
shall have been filed (or transmitted for filing) with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b) of the Act and
any exhibits necessary under the rules and regulations of the Commission shall
have been filed with the Commission in an amendment to the Registration
Statement or incorporated by reference into the Registration Statement pursuant
to a Current Report on Form 8-K of the Company filed with the Commission, (v)
any legally required consents, approvals, authorizations and other orders of the
Commission and any other regulatory authorities shall have been obtained and
(vi) Registered Senior Debt Securities of such series shall have been duly
executed and authenticated as provided in the Senior Indenture and duly
delivered to the purchasers
<PAGE>
IMC Global Inc.
November 9, 1998
Page 5
thereof against payment of the agreed consideration therefor in accordance with
the applicable Agreement.
(2) Registered Subordinated Debt Securities of each series, when issued,
will be binding obligations of the Company, enforceable against the Company in
accordance with their terms, when, as and if (i) the Registration Statement
shall have become effective pursuant to the provisions of the Act, (ii)
appropriate corporate action shall have been taken by the Company to authorize
(a) the form, terms, execution and delivery of the Subordinated Indenture and
any necessary supplemental indenture or amendment to the Subordinated Indenture
(and the Subordinated Indenture and any such supplemental indenture or amendment
shall have been duly executed and delivered by the Company and the trustee
thereunder) and (b) the form and terms of such series of Registered Subordinated
Debt Securities, (iii) the trustee under the Subordinated Indenture shall have
been qualified under the Trust Indenture Act, (iv) such series of Registered
Subordinated Debt Securities shall have been issued in the form and containing
the terms described in the Registration Statement, any applicable Prospectus
Supplements, the Subordinated Indenture and such corporate action, (v) a
Prospectus Supplement or Prospectus Supplements with respect to such series of
Registered Subordinated Debt Securities shall have been filed (or transmitted
for filing) with the Commission pursuant to Rule 424(b) of the Act and any
exhibits necessary under the rules and regulations of the Commission, including
the executed Subordinated Indenture, shall have been filed with the Commission
in an amendment to the Registration Statement or incorporated by reference into
the Registration Statement pursuant to a Current Report on Form 8-K of the
Company filed with the Commission, (vi) any legally required consents,
approvals, authorizations and other orders of the Commission and any other
regulatory authorities shall have been obtained and (vii) Registered
Subordinated Debt Securities of such series shall have been duly executed and
authenticated as provided in the Senior Indenture and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor in
accordance with the applicable Agreement.
(3) Registered Debt Warrants of each series, when issued, will be binding
obligations of the Company, enforceable against the Company in accordance with
their terms when, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Act, (ii) appropriate corporate
action shall have been taken by the Company to authorize the form, terms,
execution and delivery of a Debt Warrant Agreement for such series of Registered
Debt Warrants, including a form of certificate evidencing such series of
Registered Debt Warrants (and such Debt Warrant Agreement shall have been duly
executed and delivered by the Company and the warrant agent or agents
thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with
respect to such series of Registered Debt Warrants shall have been
<PAGE>
IMC Global Inc.
November 9, 1998
Page 6
filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of
the Act and any exhibits necessary under the rules and regulations of the
Commission, including such Debt Warrant Agreement, shall have been filed with
the Commission in an amendment to the Registration Statement or incorporated by
reference into the Registration Statement pursuant to a Current Report on Form
8-K of the Company filed with the Commission, (iv) any legally required
consents, approvals, authorizations and other orders of the Commission and any
other regulatory authorities shall have been obtained and (v) Registered Debt
Warrants of such series are duly executed, attested and issued by duly
authorized officers of the Company, countersigned by the applicable warrant
agent and delivered to the purchasers thereof against payment of the agreed
consideration therefor in the manner provided for in the Registration Statement,
any applicable Prospectus Supplements, such Debt Warrant Agreement, the
applicable Agreement and such corporate action.
(4) Shares of each series of Registered Series Preferred Stock will be
validly issued, fully paid and nonassessable when, as and if (i) the
Registration Statement shall have become effective pursuant to the provisions of
the Act, (ii) appropriate corporate action shall have been taken to authorize
the issuance of such series of Registered Series Preferred Stock, to fix the
terms thereof and to authorize the execution and filing of a Certificate of
Designations relating thereto with the Secretary of State of the State of
Delaware, (iii) such Certificate of Designations shall have been executed by
duly authorized officers of the Company and so filed by the Company, all in
accordance with the laws of the State of Delaware and any legally required
consents, approvals, authorizations and other orders of the Commission and any
other regulatory authorities are obtained, (iv) a Prospectus Supplement or
Prospectus Supplements with respect to such series of Registered Series
Preferred Stock shall have been filed (or transmitted for filing) with the
Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under
the rules and regulations of the Commission, including such Certificate of
Designations, shall have been filed with the Commission in an amendment to the
Registration Statement or incorporated by reference into the Registration
Statement pursuant to a Current Report on Form 8-K of the Company filed with the
Commission, (v) Registered Series Preferred Stock of such series with terms so
fixed shall have been duly issued and delivered by the Company against payment
therefor in accordance with such corporate action and the applicable Agreement
and (vi) certificates representing shares of such series of Registered Series
Preferred Stock shall have been duly executed by the duly authorized officers of
the Company in accordance with applicable law.
(5) Shares of Registered Common Stock will be validly issued, fully paid
and nonassessable when, as and if (i) the Registration Statement shall have
become effective
<PAGE>
IMC Global Inc.
November 9, 1998
Page 7
pursuant to the provisions of the Act, (ii) appropriate corporate action shall
have been taken to authorize the issuance and sale of such Registered Common
Stock, (iii) a Prospectus Supplement or Prospectus Supplements with respect to
the shares of Registered Common Stock shall have been filed (or transmitted for
filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits
necessary under the rules and regulations of the Commission shall have been
filed with the Commission in an amendment to the Registration Statement or
incorporated by reference into the Registration Statement pursuant to a Current
Report on Form 8-K of the Company filed with the Commission, (iv) any legally
required consents, approvals, authorizations and other orders of the Commission
and any other regulatory authorities shall have been obtained and (v)
appropriate certificates representing the shares of Registered Common Stock are
duly executed, countersigned by the Company's transfer agent/registrar,
registered and delivered against payment of the agreed consideration therefor in
accordance with the applicable Agreement.
(6) Registered Stock Warrants of each series, when issued, will be binding
obligations of the Company, enforceable against the Company in accordance with
their terms when, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Act, (ii) appropriate corporate
action shall have been taken by the Company to authorize the form, terms,
execution and delivery of a Stock Warrant Agreement for such series of
Registered Stock Warrants, including a form of certificate evidencing such
series of Registered Stock Warrants (and such Stock Warrant Agreement shall have
been duly executed and delivered by the Company and the warrant agent or agents
thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with
respect to such series of Registered Stock Warrants shall have been filed (or
transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act
and any exhibits necessary under the rules and regulations of the Commission,
including such Stock Warrant Agreement, shall have been filed with the
Commission in an amendment to the Registration Statement or incorporated by
reference into the Registration Statement pursuant to a Current Report on Form
8-K of the Company filed with the Commission, (iv) any legally required
consents, approvals, authorizations and other orders of the Commission and any
other regulatory authorities shall have been obtained and (v) Registered Stock
Warrants of such series are duly executed, attested and issued by duly
authorized officers of the Company, countersigned by the applicable warrant
agent and delivered to the purchasers thereof against payment of the agreed
consideration therefor in the manner provided for in the Registration Statement,
any applicable Prospectus Supplements, such Stock Warrant Agreement, the
applicable Agreement and such corporate action.
<PAGE>
IMC Global Inc.
November 9, 1998
Page 8
(7) Registered Currency Warrants of each series, when issued, will be
binding obligations of the Company, enforceable against the Company in
accordance with their terms when, as and if (i) the Registration Statement shall
have become effective pursuant to the provisions of the Act, (ii) appropriate
corporate action shall have been taken by the Company to authorize the form,
terms, execution and delivery of a Currency Warrant Agreement for such series of
Registered Currency Warrants, including a form of certificate evidencing such
series of Registered Currency Warrants (and such Currency Warrant Agreement
shall have been duly executed and delivered by the Company and the warrant agent
or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements
with respect to such series of Registered Currency Warrants shall have been
filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of
the Act and any exhibits necessary under the rules and regulations of the
Commission, including such Currency Warrant Agreement, shall have been filed
with the Commission in an amendment to the Registration Statement or
incorporated by reference into the Registration Statement pursuant to a Current
Report on Form 8-K of the Company filed with the Commission, (iv) any legally
required consents, approvals, authorizations and other orders of the Commission
and any other regulatory authorities shall have been obtained and (v) Registered
Currency Warrants of such series are duly executed, attested and issued by duly
authorized officers of the Company, countersigned by the applicable warrant
agent and delivered to the purchasers thereof against payment of the agreed
consideration therefor in the manner provided for in the Registration Statement,
any applicable Prospectus Supplements, such Currency Warrant Agreement, the
applicable Agreement and such corporate action.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of New York and the General Corporation Law of
the State of Delaware (under which the Company is incorporated).
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), (iii) an implied covenant of good faith and
fair dealing, (iv) public policy considerations which may limit the rights of
parties to obtain certain remedies, (v) any requirement that a claim with
respect to any security denominated in other than U.S. dollars (or a judgment
denominated in other than U.S. dollars in respect of such claim) be converted
into U.S. dollars at a rate of exchange prevailing on a date determined in
accordance with applicable law, (vi) governmental
<PAGE>
IMC Global Inc.
November 9, 1998
Page 9
authority to limit, delay or prohibit the making of payments outside of the
United States or in a foreign currency or currency unit and (vii) any laws
except the laws of the State of New York and the General Corporation Law of the
State of Delaware. We advise you that issues addressed by this letter may be
governed in whole or in part by other laws, but we express no opinion as to
whether any relevant difference exists between the laws upon which our opinions
are based and any other laws which may actually govern.
For purposes of rendering our opinions expressed above, we have
assumed that (i) the Registration Statement remains effective during the offer
and sale of the particular Securities, (ii) the terms of the (a) the Senior
Indenture, as amended, (b) the Subordinated Indenture, as executed or as
thereafter amended, (c) any supplemental indenture to the Senior Indenture or
the Subordinated Indenture, (d) any Debt Warrant Agreement, (e) any Certificate
of Designations, (f) any Stock Warrant Agreement or (g) any Currency Warrant
Agreement, each as applicable to the particular Securities, are consistent with
the description of the terms of such indenture, agreement or certificate set
forth in the Registration Statement and in the Prospectus, (iii) at the time of
the issuance, sale and delivery of each such Security (x) the authorization of
such Security by the Company will not have been modified or rescinded, and there
will not have occurred any change in law affecting the validity, legally binding
character or enforceability of such Security and (y) the issuance, sale and
delivery of such Security, the terms of such Security, the terms of any
Agreement, any supplemental indenture to the Senior Indenture or the
Subordinated Indenture, any Debt Warrant Agreement, any Certificate of
Designations, any Stock Warrant Agreement or any Currency Warrant Agreement
applicable to such Security and compliance by the Company with the terms of such
Security and the terms of any such agreement or indenture will not violate any
applicable law, any agreement or instrument then binding upon the Company or any
restriction imposed by any court or governmental body having jurisdiction over
the Company and (iv) any revisions to the form of Subordinated Indenture filed
as an exhibit to the Registration Statement prior to the execution thereof, and
any amendments or supplemental indentures to the Senior Indenture or the
Subordinated Indenture (as executed), will not require requalification of such
indenture under the Trust Indenture Act.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the
<PAGE>
IMC Global Inc.
November 9, 1998
Page 10
General Corporation Law of the State of Delaware be changed by legislative
action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Opinion" in the Prospectus. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act of the rules and regulations of the Commission.
Very Truly Yours,
/s/ Kirkland & Ellis
Kirkland & Ellis
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of IMC Global Inc. for
the registration of $100,000,000 of Debt Securities and to the incorporation by
reference therein of our report dated January 26, 1998, with respect to the
consolidated financial statements of IMC Global Inc. included in its Annual
Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
November 9, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the prospectus constituting a
part of this Registration Statement on Form S-3 of IMC Global Inc. of our report
dated 18 September 1997, on our audits of the financial statements of Harris
Chemical Australia Pty Ltd. & Its Controlled Entities for the year ended 30 June
1997, which report is included in the Current Report on Form 8-K/A which was
filed with the Securities and Exchange Commission on June 15, 1998. We also
consent to the reference to our firm under the caption "Experts" in the
prospectus constituting a part of this Registration Statement.
Arthur Andersen
Chartered Accountants
Adelaide, South Australia
November 9, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this prospectus and registration
statement of IMC Global Inc. on Form S-3 of our report dated August 14, 1997, on
our audits of the consolidated financial statements of Harris Chemical Group,
Inc. as of March 29, 1997 and March 30, 1996, and for the years ended March 29,
1997, March 30, 1996, and March 25, 1995, which report is included in IMC Global
Inc.'s Form 8-K/A which was filed with the Securities and Exchange Commission on
June 15, 1998.
We also consent to the incorporation by reference in this prospectus and
registration statement of IMC Global Inc. on Form S-3 of our report dated
September 8, 1998, on our audits of the consolidated financial statements of
Harris Chemical Group, Inc. as of March 28, 1998 and March 29, 1997, and for the
years ended March 28, 1998, March 29, 1997, and March 30, 1996, which report is
included in IMC Global Inc.'s Form 8-K/A which was filed with the Securities and
Exchange Commission on September 16, 1998. We also consent to the reference to
our firm under the caption "Experts".
Kansas City, Missouri /s/ PricewaterhouseCoopers LLP
November 9, 1998 --------------------------
PricewaterhouseCoopers LLP
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the prospectus constituting a part of this Registration Statement
of our report dated January 21, 1997 incorporated by reference in Freeport-Mc-
MoRan Inc's Form 10-K for the year ended December 31, 1996 and to all references
to our Firm included in the prospectus constituting a part of this Registration
Statement.
Arthur Andersen LLP
New Orleans, Louisiana
November 9, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Robert E. Fowler, Jr.
- -----------------------------
Robert E. Fowler, Jr.
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Wendell F. Bueche
- --------------------------
Wendell F. Bueche
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Raymond F. Bentele
- ---------------------------
Raymond F. Bentele
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Robert W. Bruce III
- --------------------------
Robert W. Bruce III
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Rod F. Dammeyer
- ----------------------
Rod F. Dammeyer
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ James M. Davidson
- -------------------------
James M. Davidson
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Rene L. Latiolais
- --------------------------
Rene L. Latiolais
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Harold H. MacKay
- -------------------------
Harold H. MacKay
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ David B. Mathis
- -------------------------
David B. Mathis
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Donald F. Mazankowski
- -----------------------------
Donald F. Mazankowski
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Joseph P. Sullivan
- ---------------------------
Joseph P. Sullivan
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Richard L. Thomas
- -------------------------
Richard L. Thomas
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Billie B. Turner
- -------------------------
Billie B. Turner
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form S-
3 under the Securities Act of 1933, as amended, with respect to the issuance of
$100,000,000 of securities of the Company; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.
Dated this 9th day of November, 1998.
/s/ Douglas A. Pertz
- -------------------------
Douglas A. Pertz
