<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1998
Registration No. 333-40377
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
IMC GLOBAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 2874 36-3492467
(State or other jurisdiction (Primary Standard (I.R.S. Employer
ofincorporation or Industrial Classification Identification
organization) Code Number) 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)
PHILLIP GORDON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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)
-------------------
Copies to:
LARRY A. BARDEN
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this post-effective amendment 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. / /
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. / /
The Post-Effective Amendment to the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(c) of the
Securities Act of 1933, as amended, may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of each class of Amount to maximum maximum
securities to be be registered offering price aggregate Amount of
registered per unit offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock (1) 8,623,269 $44.50 $383,735,470.50 (2)
- -----------------------------------------------------------------------------------------------------------
Warrants 8,623,269 N.A. N.A. (2)
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</TABLE>
(1) Includes associated preferred stock purchase rights (the "Rights") to
purchase from the Registrant one two-hundredth of a share of Junior
Participating Preferred Stock, Series C, par value $1.00 per share (the
"Preferred Shares"), at a price of $75 per one two-hundredth of a Preferred
Share. See "Description of Common Stock--Rights Plan." Rights initially
are attached to and trade with the Common Stock of the Registrant. The
value attributable to such Rights, if any, is reflected in the market price
for the Common Stock.
(2) This fee was paid by the Registrant on November 17, 1997, the first filing
date of this Registration Statement to register 32,885,043 shares of Common
Stock, 8,623,269 Warrants and 32,885,043 associated preferred stock
purchase rights.
<PAGE>
PROSPECTUS
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IMC GLOBAL INC.
8,623,269
WARRANTS TO PURCHASE
SHARES OF COMMON STOCK
AND
8,623,269
SHARES OF COMMON STOCK
- -------------------------------------------------------------------------------
By this prospectus, we are offering 8,623,269 Warrants to purchase
shares of Common Stock and 8,623,269 shares of Common Stock exercisable
pursuant to the Warrants. You should read this prospectus carefully before
exercising any Warrant. The Warrants were issued as consideration in the
merger of Freeport-McMoRan Inc., a Delaware corporation with and into the
Company. In connection with this merger, each share of Freeport-McMoRan Inc.
common stock was converted into the right to receive:
- 0.9 of a share of Common Stock of the Company,
- 1/3 of a warrant to purchase Common Stock of the Company (the
"Warrants"), and
- approximately 0.2 of a share of common stock of Freeport-McMoRan
Sulphur Inc., a company which was formed in connection with the
merger.
Each Warrant entitles the holder to purchase one share of Common Stock for
$44.50 per share (subject to certain adjustments). The Warrants are exercisable
at any time prior to December 22, 2000.
The Warrants are listed on the New York Stock Exchange (symbol: IGL_t).
The Common Stock is listed on the New York Stock Exchange (symbol: IGL) and the
Chicago Stock Exchange.
Our executive offices are located at 2100 Sanders Road, Northbrook,
Illinois 60062, telephone number (847) 272-9200.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy of the prospectus. Any representation to the contrary is a criminal
offense.
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The date of this Prospectus is November __, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Description of Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Description of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is a post-effective amendment to a registration statement
on Form S-4 (No. 333-40377) that we originally filed with the Securities and
Exchange Commission ("SEC") on November 17, 1997. This prospectus provides you
with a general description of the Warrants and the Common Stock which are
collectively called the "Securities." Please carefully read this prospectus and
any applicable prospectus supplement, together with the information contained in
the documents referred to under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain further information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. In addition, you may inspect our SEC filings at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and
the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, unless we
update or supersede that information by the information contained in this
prospectus or a prospectus supplement or by information that we file
subsequently that is incorporated by reference into this prospectus. We are
incorporating by reference the following documents that we have filed with the
SEC and our future filings with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until the expiration of the
Warrants:
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June
30, 1998 and September 30, 1998;
- Current Reports on Form 8-K filed on January 6, 1998; January 15, 1998;
April 15, 1998, as amended on June 15, 1998 and September 16, 1998; and
November 17, 1998;
- Description of the Common Stock contained in the Registration Statement on
Form 8-A/A-1 filed January 12, 1996;
- Description of the Rights contained in the 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; and
- Description of the Warrants contained in the Registration Statement on
Form 8-A/A-1 filed December 19, 1997.
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<PAGE>
This prospectus is part of a registration statement we have filed with
the SEC relating to the Securities. As permitted by SEC rules, this
prospectus does not contain all of the information about us and our
securities. The registration statement, exhibits and schedules are also
available at the SEC's Public Reference Room or through its web site.
You may obtain a copy of these filings, at no cost by writing to or
telephoning us at the following address:
Corporate Secretary
IMC Global Inc.
2100 Sanders Road
Northbrook, IL 60062
Telephone: (847) 272-9200
You should rely only on the information incorporated by reference or
provided in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any applicable prospectus
supplement is accurate as of any date other than the date on the cover of the
document. We are not making an offer of the Securities in any state in which
the offer is not permitted.
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<PAGE>
THE COMPANY
We are one of the world's leading producers of crop nutrients for the
international agricultural community and one of the foremost distributors in
the United States of crop nutrients and related products through our retail
and wholesale distribution networks. We are also one of the world's leading
producers of salt, soda ash and other inorganic chemicals. We mine, process
and distribute potash in the United States and Canada and we are the majority
joint venture partner in IMC-Agrico Company ("IMC-Agrico"), a leading
producer, marketer and distributor of phosphate crop nutrients and animal
feed ingredients. We also mine, process and distribute salt products in the
United States, Canada and Europe and are a major producer of soda ash and
other inorganic chemicals in the United States, Europe and Australia. We
have structured our operations into five business units corresponding to our
major product lines as follows: IMC Crop Nutrients (phosphates and potash),
IMC Salt (salt), IMC-Agrico Feed Ingredients (animal feed), IMC Chemicals
(soda ash and other inorganic chemicals) and IMC AgriBusiness (wholesale and
retail distribution).
We believe that we are one of the most efficient North American
producers of concentrated phosphates, potash and animal feed ingredients.
Our retail distribution network, which extends principally to corn and
soybean farmers in the eastern Midwest and to cotton, peanut and vegetable
farmers in the southeastern United States, is one of the preeminent
distributors of crop nutrients and related products. In addition, we believe
we are one of the lowest cost producers of salt in North America. We produce
and market water conditioning, agricultural, industrial, consumer and road
salt products. We also produce soda ash, boron chemicals and other inorganic
chemicals. As a result of the merger with Freeport-McMoRan Inc., we
participate in the exploration and production of oil and gas with McMoRan Oil
& Gas Co.
The three major nutrients required for plant growth are phosphorus,
contained in phosphate rock; potassium, contained in potash; and nitrogen.
Phosphorus plays a key role in the photosynthesis process. Potassium is an
important regulator of plants' physiological functions. Nitrogen is an
essential element for most organic compounds and plants. These elements are
naturally present in the soil but need to be replaced through the use of crop
nutrients as crops exhaust them. Currently, no viable crop nutrient
substitutes exist to replace the role of phosphate, potash and nitrogen in
the development and maintenance of high-yield crops.
Our business strategy focuses on maintaining and growing our leading
position as a crop nutrient producer and distributor through extensive
customer service, efficient distribution and transportation and supplying
products worldwide at competitive prices by taking advantage of economies of
scale and state-of-the-art technology to reduce costs. We intend to continue
to expand our product distribution and marketing throughout the world through
export associations and our international sales force. We recently expanded
our strategy to include salt production and distribution which we consider
complementary to our crop nutrient businesses.
In April 1998, we completed our previously announced acquisition of
privately held Harris Chemical Group, Inc. ("HCG") and its Australian
affiliate, Harris Chemical Australia Pty Ltd. & Its Controlled Entities
("Penrice," and collectively with HCG, "Harris"), for approximately $1.4
billion (the "Harris Acquisition"). Under the terms of the Harris
Acquisition, we purchased all Harris equity for approximately $450 million in
cash and assumed approximately $950 million of debt. Harris, with annual
sales of approximately $800 million, is a leading producer of salt, soda ash,
boron chemicals and other inorganic chemicals, including potash crop
nutrients.
In December 1997, we completed a merger with Freeport-McMoRan Inc. which
held approximately 52% of the interest in Phosphate Resource Partners Limited
Partnership. The Company was the surviving entity and the transaction was
accounted for as a purchase. Immediately prior to the merger with
Freeport-McMoRan Inc., the sulphur and Main Pass 299 businesses of Phosphate
Resource Partners Limited Partnership and the Company were transferred to
Freeport-McMoRan Sulphur Inc.; the Company does not own any of the
outstanding shares of Freeport-McMoRan Sulphur Inc. As a result of the
merger with Freeport-McMoRan Inc., the Company's total interest in IMC-Agrico
increased from approximately 57% to approximately 79%.
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<PAGE>
USE OF PROCEEDS
We intend to use the net proceeds which may be received from time to
time from the sale of the Common Stock pursuant to the exercise of Warrants
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, we may invest
the proceeds in short-term or marketable securities.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants describes certain
general terms and provisions of the Warrants. The Warrants were issued
pursuant to a Warrant Agreement (the "Warrant Agreement"), dated December 22,
1997 between the Company and American Stock Transfer & Trust Company (the
"Warrant Agent"). The particular terms of the Warrants are described in the
Warrant Agreement. Please carefully read the Warrant Agreement before
exercising any Warrant. A copy of the Warrant Agreement, including the Form
of Warrant Certificates, is incorporated by reference as an exhibit to this
Post-Effective Amendment.
GENERAL.
Each Warrant is evidenced by a warrant certificate (the "Warrant
Certificate") which entitles the holder to purchase one share of Common Stock
at a price (the "Exercise Price") which will initially be $44.50 per share,
subject to certain adjustments. The Warrants may be exercised at any time
before December 22, 2000. Warrants that are not exercised before December
22, 2000 will expire and become void.
EXERCISE OF WARRANTS.
To exercise all or any of the Warrants represented by a Warrant
Certificate, the warrantholder must surrender to the Warrant Agent:
- the Warrant Certificate,
- a duly executed copy of the subscription form set forth in the Warrant
Certificate, and
- payment in full of the Exercise Price for each share of Common Stock as
to which a Warrant is exercised (which may be made in cash or by
certified or official bank check made payable to the order the Company).
Upon the exercise of any Warrants held by a warrantholder in accordance
with the Warrant Agreement, the Warrant Agent will cause us to transfer promptly
to the warrantholder appropriate evidence of ownership of any shares of Common
Stock, registered or otherwise placed in such name or names as the warrantholder
may direct in writing. The Warrant Agent will deliver evidence of ownership to
the person or persons entitled to receive the same and an amount in cash in lieu
of any fractional shares, if any. All shares of Common Stock issuable by us
upon the exercise of the Warrants must be validly issued, fully paid and
nonassessable. The Warrants are exercisable for an aggregate amount of
8,623,269 shares of Common Stock.
ANTIDILUTION PROVISIONS.
The Exercise Price and the number of shares of Common Stock issuable upon
exercise of each Warrant will be subject to adjustment in the event of certain
transactions including the Company's:
- paying a dividend or making any other distribution in shares of Common
Stock,
- subdividing the Common Stock,
-5-
<PAGE>
- combining the Common Stock into a smaller number of shares,
- issuing any shares of Common Stock in a reclassification (including any
such reclassification in connection with a merger, consolidation or other
business combination in which the Company is the continuing corporation),
- issuing rights, options, warrants or convertible or exchangeable
securities to all holders of Common Stock entitling them to subscribe for
or purchase Common Stock at a price per share that is lower (at the
record date for such issuance) than the current market value per share of
Common Stock, or
- issuing or selling shares of Common Stock, or rights, options, warrants
or Common Stock, at a price per share that is lower than the then current
market value per share of the Common Stock in effect immediately before
such sale or issuance.
Certain of the adjustments described above will be allocated among each
outstanding Warrant on a pro rata basis.
We will not issue fractional shares, but we will pay the cash value of
any fractional shares otherwise issuable. In case of any consolidation,
merger, transfer of all or substantially all of the Company's assets, or
capital reorganization or reclassification, in a transaction in which the
holders of Common Stock immediately prior to such transaction received stock,
securities, cash or other assets in exchange for Common Stock, the holder of
each outstanding Warrant will, upon exercise of the Warrant at any time
thereafter, have the right to the stock, securities, cash or other assets
receivable by a holder of the number of shares of Common Stock into which the
warrantholder would have been entitled immediately before the record date for
such dividend or effective date of such consolidation, merger, transfer,
reorganization or reclassification.
NO STOCK RIGHTS.
Prior to the exercise of the Warrants, no warrantholder will be entitled
to vote or be deemed to be a holder of shares of Common Stock or any other
securities of the Company, and has no rights of a stockholder of the Company.
LISTING OF WARRANTS.
The Warrants are listed on The New York Stock Exchange (symbol: IGL_t).
DESCRIPTION OF COMMON STOCK
We will issue shares of Common Stock upon exercise of the Warrants. The
following summaries are not complete. Please carefully read the following
documents:
- the Company's Restated Certificate of Incorporation (the "Restated
Certificate of Incorporation") and
- the Company's By-laws, as amended to date (the "By-laws").
A copy of each of the Restated Certificate of Incorporation and the By-laws is
incorporated by reference as an exhibit to this Post-Effective Amendment.
The total amount of the authorized capital stock of the Company consists
of:
- 300,000,000 shares, $1.00 par value per share of Common Stock, of which
114,331,647 shares of Common Stock were issued and outstanding as of
November 9, 1998 and
- 12,000,000 shares of Series Preferred Stock, par value $1.00 per share.
-6-
<PAGE>
The Company's Board of Directors 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.
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 of shares of Common Stock have no preemptive or subscription rights
to purchase any securities of the Company. 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 the Company, whether voluntary or involuntary,
remaining net assets, if any, of the Company will 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 the Board of Directors. These provisions may
have the effect of delaying, deferring or preventing a future takeover or
change in control of the Company unless such takeover or change of control is
approved by the Company'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
the Company may purchase outstanding shares of the Company's Common Stock
from a selling stockholder at a price known by the Company to exceed the
market price of the Common Stock, a majority of the Company's stockholders
must have approved such purchase unless the purchase is made by the Company
on the same terms and as a result of an offer to purchase any and all of the
Company's outstanding Common Stock.
Pursuant to the Restated Certificate of Incorporation, the Company's
Board of Directors 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 Common Stock of the Company 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. However, in the case of
newly created directorships, the stockholders may fill such vacancy at the
next annual or special meeting called for that purpose if the remaining
directors have failed to fill any such vacancy.
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 the Company's stockholders. In general,
the Company must receive notice at least 60 days before the meeting. The
notice 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 holders of
Common 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 Company's Disinterested
Directors (as defined in the Restated Certificate of Incorporation) unless
certain minimum price, 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 could enable a minority of the Company's stockholders to
exercise veto powers over such transactions and amendments.
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<PAGE>
Special meetings of stockholders may be called only by the Chairman of
the Board, the President 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 Company's Board of Directors 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 "Preferred Shares''), 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 Company's Board of Directors 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 will 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, 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 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 Company to take any action that may be
necessary to authorize sufficient additional shares of Common Stock to
permit the issuance of Common Stock upon the exercise in full of the Rights.
At any time after the acquisition by an Acquiring Person of beneficial
ownership of 15% or more of the outstanding Common Stock and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Stock, the Board of Directors 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
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 of a Right, as such, will not
have any rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
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<PAGE>
LISTING OF COMMON STOCK.
The Common Stock is listed on The New York Stock Exchange (symbol: IGL) and
the Chicago Stock Exchange.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Phillip
Gordon, Esq., Senior Vice President and General Counsel of the Company. Mr.
Gordon 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 as of December 31,
1997 and 1996 and for each of three years in the period ended December 31, 1997
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements have been incorporated herein in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
The consolidated balance sheets of Harris Chemical Group, Inc. as of March
29, 1997 and March 30, 1996 and the related consolidated statements of
operations, cash flows and common stockholders' equity for each of the three
fiscal years in the period ended March 29, 1997 appearing in the Company's
Current Report on Form 8-K/A filed on June 15, 1998, which is incorporated by
reference in this Prospectus, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as set forth in their report thereon included therein
and incorporated herein by reference. The consolidated balance sheets of
Harris Chemical Group, Inc. as of March 28, 1998 and March 29, 1997 and the
related consolidated statements of operations, cash flows and common
stockholders' equity for each of the three fiscal years in the period ended
March 28, 1998 appearing in the Company's Current Report on Form 8-K/A filed on
September 16, 1998, which is incorporated by reference in this Prospectus, have
been audited by PricewaterhouseCoopers LLP, independent accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements have been incorporated herein in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Penrice for the year ended June 30, 1997
appearing in the Company's Current Report on Form 8-K/A filed on June 15, 1998,
which is incorporated by reference in this Prospectus, have been audited by
Arthur Andersen, Chartered Accountants, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial
statements have been incorporated herein in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Freeport-McMoRan Inc. at December
31, 1996 and for each of the three years in the period ended December 31, 1996
appearing in Freeport-McMoRan Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996, which are incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report thereon incorporated by reference herein. In that report,
that firm states that its report is based in part on the report of other
independent public accountants, Ernst & Young LLP. Such financial statements
have been incorporated herein by reference in reliance upon the authority of
those firms as experts in accounting and auditing in giving said reports.
-9-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, All of the amounts shown
are estimated, except the registration fee.
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . . . . . $ 66,551 *
Legal fees and expenses. . . . . . . . . . . . . . . . . . 10,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 449
---------
Total $ 77,000
=========
</TABLE>
* Consists only of that portion of the registration fee attributable to the
8,623,269 Warrants and the 8,623,269 shares of Common Stock issuable upon
conversion, if any, of the Warrants covered by the Prospectus to this
Post-Effective Amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of such corporation), by reason of the fact that such person was
an officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation in the performance of his duty. Where an
officer or director is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify him against
the expenses which such officer or director actually and reasonably incurred.
The Company's Restated Certificate of Incorporation provides that the
Company will indemnify each officer and director of the Company to the
fullest extent permitted by applicable law. The Company's By-Laws provide
that each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan,
will be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law. The indemnification rights conferred by
the Company's Restated Certificate of Incorporation are not exclusive of any
other right to which persons seeking indemnification may be entitled under
any law, by-law, agreement, vote of stockholders or disinterested directors
or otherwise. The Company is authorized to purchase and maintain (and the
Company maintains) insurance on behalf of its directors and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
2.1++ Agreement and Plan of Merger (included as Annex I to the Joint Proxy
Statement/Prospectus filed as part of the Registration Statement on
Form S-4).
2.2++ Warrant Agreement.
4.1 Restated Certificate of Incorporation, as amended, (incorporated by
reference to the Company's Current Report on Form 8-K dated November
1994 (File No. 1-9759)).
4.2 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 20, 1994 (incorporated by reference to Exhibit 3.2 of
the Company's Annual Report on Form 10-K for the fiscal year ended
June 3, 1997 (File No. 1-9759)).
4.3 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 23, 1995 (incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form 8-A/A-1 dated January 12,
1996 (File No. 1-9759)).
4.4 Certificate of Amendment to Restated Certificate of Incorporation,
dated March 1, 1996 (incorporated by reference to Exhibit 3.4 of the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997 (File No. 1-9759)).
4.5 Certificate of Merger of Freeport-McMoRan Inc. and the Company, dated
December 22, 1997 (incorporated by reference to Exhibit 3.5 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-9759)).
4.6 Amended and Restated By-Laws (incorporated by reference to Exhibit 3
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-9759)).
4.7 Rights Agreement, dated June 21, 1989, between the Company and the
First National Bank of Chicago, as Rights Agent (incorporated by
reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989).
4.8 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A/A-1 dated January 12, 1996).
4.9 Amendment to Rights Agreement, dated August 17, 1995 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A/A dated September 7, 1995).
4.10 The instruments defining the rights of holders of long-term debt
securities of The Company and its subsidiaries are omitted pursuant to
Item 601(b)(4)(iii)(A) of Regulation S-K. The Company hereby agrees
to furnish copies of these instruments to the SEC upon request.
5.1* Opinion of Phillip Gordon, Esq., Senior Vice President and General
Counsel of the Registrant, as to the legality of the securities being
registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen, Chartered Accountants.
II-2
<PAGE>
23.3* Consent of PricewterhouseCoopers LLP.
23.4* Consent of Arthur Andersen LLP.
23.5* Consent of Phillip Gordon, Esq. (included in Exhibit 5.1 to the
Registration Statement).
24++ Powers of Attorney.
</TABLE>
* Filed herewith.
++ Previously filed as an exhibit to the Registration Statement on Form S-4.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<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 20, 1998.
IMC GLOBAL INC.
By: /s/ Phillip Gordon
-----------------------------------
Phillip Gordon
Senior Vice President and
General Counsel
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 (principal
- ------------------------------- executive officer), Director and
Robert E. Fowler, Jr. Chairman of the Board
/s/ Douglas A. Pertz President, Chief Operating Officer November 20, 1998
- ------------------------------- (principal operating officer) and Director
Douglas A. Pertz
/s/ J. Bradford James Senior Vice President and Chief November 20, 1998
- ------------------------------- Financial Officer (principal financial
J. Bradford James officer)
/s/ Anne M. Scavone Vice President and Controller November 20, 1998
- ------------------------------- (principal accounting officer)
Anne M. Scavone
* Director
- -------------------------------
Raymond F. Bentele
Director
- -------------------------------
Robert W. Bruce III
* Director
- -------------------------------
Wendell F. Bueche
* Director
- -------------------------------
Rod F. Dammeyer
II-4
<PAGE>
* Director
- -------------------------------
James M. Davidson
Director
- -------------------------------
Rene L. Latiolais
* Director
- -------------------------------
Harold H. MacKay
* Director
- -------------------------------
David B. Mathis
* Director
- -------------------------------
Donald F. Mazankowski
* Director
- -------------------------------
Joseph P. Sullivan
* Director
- -------------------------------
Richard L. Thomas
* Director
- -------------------------------
Billie B. Turner
*By /s/ Rose Marie Williams
------------------------------------
Rose Marie Williams
Attorney-in-fact
</TABLE>
II-5
<PAGE>
Exhibit 5.1
November 20, 1998
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Re: Registration of 8,623,269 Shares of Common Stock
and 8,623,269 Warrants to purchase Common Stock
Ladies and Gentlemen:
I have acted as counsel to IMC Global Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's post-effective
amendment no. 2 on Form S-3 (the "Post-Effective Amendment") to its registration
statement on Form S-4 (file no. 333-40377) (the "Registration Statement")
relating to the registration of 8,623,269 Warrants to purchase Common Stock,
$1.00 par value (the "Common Stock"), of the Company (the "Warrants"), and
8,623,269 shares of Common Stock to be issued pursuant to the exercise of the
Warrants (the "Warrant Stock").
I am familiar with the proceedings to date with respect to the
issuance of the Warrants and proposed issuance of the Warrant Stock and have
examined such records, documents and questions of law, and satisfied myself as
to such matters of law as I have considered relevant and necessary as a basis
for this opinion. Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Warrants are duly authorized and legally issued.
3. Each share of Warrant Stock will be legally issued, fully paid
and non-assessable when certificates representing such shares shall have been
duly executed, countersigned and registered and duly delivered upon receipt by
the Company of the agreed consideration therefor (not less than the par value
thereof) determined in accordance with the terms of the Warrant Agreement by and
between the Company and the American Stock Transfer & Trust Company, a New York
corporation, pursuant to which the Warrants were issued.
<PAGE>
The foregoing opinions are limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware. I
express no opinion as to the application of the securities or blue sky laws of
the various states to the sale of the Warrant Stock.
I hereby consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment and to all references to me included in or made part of
the Registration Statement described above and any related Prospectus.
Very truly yours,
/s/ Phillip Gordon
------------------------------------
Phillip Gordon
Senior Vice President
and General Counsel
IMC Global Inc.
-2-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Post-Effective Amendment No. 2 on Form S-3 to Form S-4)
of IMC Global Inc. for the registration of 8,623,269 warrants to purchase shares
of Common Stock and 8,628,269 shares of Common Stock 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.
/s/ Ernst & Young LLP
Chicago, Illinois
November 19, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement (Post-Effective Amendment
No. 2 on Form S-3 to Form S-4 (file no. 333-40377)) 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.
/s/ Arthur Andersen
Arthur Andersen
Chartered Accountants
Adelaide, South Australia
November 19, 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 Post-Effective Amendment No. 2 on Form S-3 to
Form S-4 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 Post-Effective Amendment No. 2 on
Form S-3 to Form S-4 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, 19986, 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/ Pricewaterhouse Coopers LLP
November 19, 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-McMoRan 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.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
November 19, 1998
