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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of report (date of earliest event reported) March 6, 1997
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POTASH CORPORATION OF SASKATCHEWAN INC.
(Exact name of registrant as specified in its charter)
SASKATCHEWAN
(State or other jurisdiction of incorporation or organization)
1-10351
(Commission File No.)
N/A
(I.R.S. employer identification no.)
122 - 1ST AVENUE SOUTH, SUITE 500
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
(Address and telephone number of the registrant's principal executive offices)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 6, 1997, Arcadian Corporation ("Arcadian"), a Delaware corporation,
merged (the "Merger") with and into PCS Nitrogen, Inc. ("Nitrogen"), a Delaware
corporation and a wholly-owned subsidiary of Potash Corporation of Saskatchewan
Inc. (the "PCS"), with Nitrogen the survivor, pursuant to the Agreement and Plan
of Merger by and among PCS, Arcadian, and Nitrogen, dated as of September 2,
1996, as amended (the "Merger Agreement").
Pursuant to the Merger Agreement: (i) each outstanding share of preferred stock
of Arcadian was converted to 0.948 of a common share of Arcadian ("Arcadian
Common Share"), with cash paid in lieu of any fractional shares due to a holder;
and (ii) each outstanding Arcadian Common Share was converted into 0.17713 of a
Common Share of PCS, with cash paid in lieu of fractional shares due to a
holder, and US$12.25 in cash. Cash distributions do not bear interest. In the
Merger, 8,030,236 Common Shares of PCS were issued and an aggregate of
$555,145,002 was paid, to holders of Arcadian Corporation securities.
A copy of the press release issued on March 6, 1997 with respect to the Merger
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The other information required by this item has been previously reported by PCS
or Arcadian and is included or incorporated by reference in the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") which constitutes a part
of PCS's Registration Statement on Form S-4 (Registration No. 333-17841), as
amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
It is not practicable for PCS to provide at this time the financial statements
of Arcadian Corporation required by this item. Such financial statements will be
filed as an amendment to this Current Report on Form 8-K no later than 60 days
from the date of the filing hereof.
(b) Pro forma financial information.
It is not practicable for PCS to provide at this time the pro forma financial
statements required by this item. Such financial statements will be filed as an
amendment to this Current Report on Form 8-K no later than 60 days from the date
of the filing hereof.
(c) Exhibits.
99.1 Press release issued on March 6, 1997 with respect to the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POTASH CORPORATION OF
SASKATCHEWAN INC.
Date: March 20, 1997 By: /s/ JOHN L.M. HAMPTON
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Name: John L.M. Hampton
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press release issued on March 6, 1997 with respect to the Merger.
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EXHIBIT 99.1
POTASH CORPORATION [POTASH LOGO]
OF SASKATCHEWAN INC. NEWS RELEASE
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FOR IMMEDIATE RELEASE
MARCH 6, 1997
LISTED: TSE, ME, NYSE SYMBOL:POT
POTASH CORPORATION OF SASKATCHEWAN INC. COMPLETES
ARCADIAN ACQUISITION AND RESTRUCTURES INTERNALLY
Saskatoon, Saskatchewan - C.E. Childers, Chairman, President and CEO of Potash
Corporation of Saskatchewan Inc. ("PCS") announced today that it has completed
its acquisition of Arcadian Corporation ("Arcadian") through the merger of
Arcadian into a wholly-owned subsidiary of PCS, PCS Nitrogen, Inc. ("PCS
Nitrogen").
Under the merger, shareholders of Arcadian are to receive in respect of each
outstanding share of common stock of Arcadian, $12.25 in cash and 0.17713 of a
common share of PCS. Each outstanding share of Arcadian preferred stock was
converted into 0.948 of a share of Arcadian common stock immediately prior to
the effective time of the merger.
Immediately before the merger, Arcadian redeemed all $185 million principal
amount of its outstanding First Mortgage Notes. Immediately after the merger,
PCS Nitrogen expects to successfully conclude its tender offer for the 10 3/4
percent Senior Notes due 2005 of Arcadian Partners L.P. and Arcadian Partners
Finance Corporation. This offer expires at 5:00 p.m. New York City time today,
unless extended or terminated.
Mr. Childers also announced that the Company is being restructured with four
operating subsidiaries: PCS Potash; PCS Phosphate; PCS Nitrogen; and PCS Sales.
Corporate headquarters, with its key management and support staff, will continue
to be located at PCS Tower in Saskatoon, Saskatchewan.
PCS Potash, responsible for potash operations in Canada and the United States,
will have its headquarters in Saskatoon, Saskatchewan. Garth W. Moore has been
appointed President, with James J. Bubnick as Executive Vice President.
PCS Phosphate, responsible for phosphate operations in the United States, will
be headquartered in Raleigh, North Carolina. Thomas J. Wright is its President,
with Thomas J. Regan, Jr. as Executive Vice President.
PCS Nitrogen, responsible for nitrogen operations in the United States and
Trinidad, will have its headquarters in Memphis, Tennessee. Gary E. Carlson has
been named President, and James F. Dietz, Executive Vice President.
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PCS Sales, the sales subsidiary of Potash Corporation of Saskatchewan Inc.,
will sell all Company products. William J. Doyle is President and will be
located in Saskatoon. Richard J. Lacroix and P. Rodney Wilson, Executive Vice
Presidents, will be located in Saskatoon and Chicago, Illinois, respectively.
"We at PCS are delighted to welcome the employees at PCS Nitrogen into the PCS
family," Mr. Childers said, "Our bigger, stronger company will produce all
three vital nutrients to the benefit of each and of the Company as a whole. As
a market-oriented fertilizer company, PCS will continue to perform for our
shareholders."
He said the incorporation of PCS Nitrogen into the Company allows more synergies
in sales and administration. "The three fertilizers and the updated products
containing each nutrient will be sold by one efficient sales team. Our
customers will appreciate the opportunity for one-stop shopping and the
convenience of a single billing system and computer linkups with one company."
PCS is the world's largest potash company, the third largest phosphate producer
and the second largest nitrogen producer in the world.
