<PAGE>
- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April 1, 1998
Amendment No. 3
IMC GLOBAL INC.
(Exact name of registrant as specified in charter)
Delaware 1-9759 36-3492467
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
2100 Sanders Road 60062
Northbrook, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 272-9200
- -----------------------------------------------------------
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 1, 1998 IMC Global Inc. (IMC) acquired (i) Harris
Chemical Group, Inc. (HCG) pursuant to an Agreement and Plan
of Merger dated as of December 11, 1997 by and among IMC and
IMC Merger Sub Inc. (Merger Agreement) and (ii) all of the
outstanding shares of capital stock of Harris Chemical
Australia Pty Ltd. (Penrice or HCA, and together with HCG,
Harris) pursuant to a Sale and Purchase Agreement, Penrice
Group of Companies dated as of December 11, 1997 among
Prudential Asset Management Asia Limited, DGHA Persons and
Trust, Search Investment NV, Marsupial L.L.C., Marsupial - II
L.L.C., Soda Ash (L) BHD, Manager Shareholders named therein,
HCA and IMC (Penrice Agreement and together with the Merger
Agreement, Acquisition Agreements) (collectively, Harris
Acquisition).
As contemplated by the Merger Agreement, IMC Merger Sub Inc.,
a wholly-owned subsidiary of IMC, was merged with and into
HCG with HCG being the surviving corporation and continuing
as a wholly-owned subsidiary of IMC under the name IMC
Inorganic Chemicals Inc. Under the Penrice Agreement, IMC
acquired, directly or indirectly, all outstanding capital
stock of HCA which will continue under the name Penrice
Holding.
Pursuant to the Acquisition Agreements, IMC acquired Harris
for an aggregate purchase price of $450 million in cash and
the assumption of approximately $950 million of Harris debt.
IMC funded the cash portion of the Harris Acquisition through
its borrowing capabilities.
Harris is a producer and marketer of inorganic chemical and
extractive mineral products with primary manufacturing sites
in North America, Europe and Australia. IMC intends to
continue to put the Harris assets it is acquiring to the same
use. Its principal products are salt, sodium-based
chemicals, including soda ash and sodium bicarbonate, sulfate
of potash, boron chemicals and other inorganic chemicals.
Harris projects 1998 annual sales to be approximately $850
million.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Set forth in this Current Report on Form 8-K/A are Unaudited
Pro Forma Condensed Consolidated Financial Statements for IMC
Global Inc. for the nine months ended September 30, 1998.
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 1998 has been
prepared from the historical financial statements of IMC and Harris.
The unaudited pro forma condensed financial information gives effect to
the Harris Acquisition as a purchase transaction in accordance with
Accounting Principles Board Opinion No. 16 (APB No. 16). The Unaudited
Pro Forma Condensed Consolidated Statement of Operations presented
herein has been prepared as if the Harris Acquisition occurred on
January 1, 1998. The Condensed Consolidated Balance Sheet included in
the IMC quarterly report on Form 10-Q for the period ended September
30, 1998, reflects the Harris Acquisition. Accordingly, no unaudited
pro forma condensed consolidated balance sheet is presented herein.
The following unaudited pro forma condensed consolidated financial
information does not include pro forma financial information for
certain acquisition transactions consummated by IMC or Harris that
individually, or in the aggregate, are not material in relation to
IMC's or Harris' respective consolidated results of operations. Certain
amounts in the historical financial statements of IMC and Harris have
been reclassified for the pro forma consolidated presentation.
The unaudited pro forma condensed consolidated financial information
includes estimates and information currently available and is subject
to change based upon final purchase accounting for the Harris
Acquisition. The unaudited pro forma condensed consolidated financial
information is not necessarily indicative of the results which actually
would have been attained if the Harris Acquisition had been consummated
on the date indicated above.
<PAGE>
IMC Global Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended September 30, 1998
(In millions, except per share amounts)
Harris
Historical Historical Acquisition ProForma
IMC(a) Harris Adjustments(b) Consolidated
---------- ---------- ------------ ------------
Net sales $1,989.4 $231.7 $ (4.5)(c) $2,216.6
Cost of goods sold 1,442.9 164.8 1.3(c)(d) 1,609.0
-------- ------ ------ --------
Gross margins 546.5 66.9 (5.8) 607.6
Selling, general and
administrative
expenses 129.3 20.8 - 150.1
Exploration expenses 19.5 - - 19.5
-------- ------ ------ --------
Operating earnings 397.7 46.1 (5.8) 438.0
Interest expense 127.7 28.4 5.8(e) 161.9
Other (income) and
expense, net (7.7) 1.7 - (6.0)
-------- ------ ------ --------
Earnings from continuing
operations before
minority interest 277.7 16.0 (11.6) 282.1
Minority interest 30.4 0.9 (0.9)(f) 30.4
-------- ------ ------ --------
Earnings from continuing
operations before taxes 247.3 15.1 (10.7) 251.7
Provision for income
taxes 87.0 0.9 (3.3)(g) 84.6
-------- ------ ------ --------
Earnings from continuing
operations before
extraordinary item $ 160.3 $ 14.2 $ (7.4) $ 167.1
Discontinued
operations:
Earnings from
discontinued
operations, net of
income taxes 12.5 - - 12.5
-------- ------ ------ --------
Earnings before
extraordinary item $ 172.8 $ 14.2 $ (7.4) $ 179.6
======== ====== ====== ========
Earnings per share
before extraordinary
item - diluted $ 1.50 $ 1.56
Weighted average
number of shares
and equivalent shares
outstanding - diluted 114.9 114.9
The accompanying notes are an integral part of this unaudited pro forma
condensed consolidated financial statement.
<PAGE>
IMC Global Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended September 30, 1998
(In millions)
(a) Reflects the restatement to report separately the operating
results of IMC AgriBusiness as discontinued operations.
(b) As a result of the Harris Acquisition, IMC expects to achieve cost
savings through the consolidation and elimination of certain
duplicative functions, through operational and logistical
efficiencies along with interest savings associated with certain
debt restructurings. No adjustment has been included in the
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for these anticipated cost savings.
(c) Reflects the elimination of intercompany sales and cost of goods
sold of approximately $4 between IMC and Harris. The impact of
the related gross margin on inventories purchased by Harris from
IMC was not significant.
(d) Reflects: (i) amortization of approximately $2 of estimated
goodwill over 40 years; and (ii) additional depreciation and
depletion of approximately $4 resulting from the step-up of book
value to fair value of property, plant and equipment.
(e) Reflects: (i) incremental interest expense of approximately $8
incurred as a result of additional borrowings used to fund the
Harris Acquisition; (ii) interest savings of approximately $1 as a
result of IMC's refinancing certain of Harris' revolver
borrowings; and (iii) the elimination of Harris' historical
deferred debt fee amortization of approximately $1.
(f) Reflects the elimination of a Harris preferred dividend due to the
cancellation of Harris preferred stock as a result of the Harris
Acquisition.
(g) Reflects the tax effect of Harris Acquisition adjustments,
excluding goodwill amortization, at an effective tax rate of 38
percent.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
IMC Global Inc.
/s/ J. Bradford James
---------------------------------
J. Bradford James
Senior Vice President and
Chief Financial Officer
Date: January 7, 1999
