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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): SEPTEMBER 2, 1996
ARCADIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-13774 76-0275035
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
6750 POPLAR AVENUE, SUITE 600 38138-7419
MEMPHIS, TENNESSEE (Zip Code)
(Address of principal
executive offices)
(901) 758-5200
(Registrant's telephone number,
including area code)
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ARCADIAN CORPORATION
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
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Item 5. Other Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 7. Financial Statements and Exhibits . . . . . . . . . . . . . . . . . 2
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
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ITEM 5. OTHER EVENTS
On September 2, 1996, Arcadian Corporation ("Arcadian") terminated
its previously disclosed non-binding letter of intent with Freeport-McMoRan Inc.
("FTX") regarding a potential business combination between Arcadian and FTX. A
copy of a related press release is filed herewith as Exhibit 99.1.
On September 2, 1996, Arcadian and Potash Corporation of
Saskatchewan Inc. ("PCS") entered into a definitive merger agreement pursuant
to which PCS would acquire Arcadian. A copy of a related press release is
filed herewith as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
The following materials are filed as exhibits to this Current
Report on Form 8-K:
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Exhibit
Number Description of Exhibit
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99.1 -- Press release issued by Arcadian Corporation on September 2, 1996.
99.2 -- Press release issued by Arcadian Corporation on September 2, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on September 4, 1996.
ARCADIAN CORPORATION
By: /s/ Peter H. Kesser
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Peter H. Kesser
Vice President - Law, General Counsel
and Secretary
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
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99.1 - Press release issued by Arcadian Corporation on September 2, 1996.
99.2 - Press release issued by Arcadian Corporation on September 2, 1996.
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[ARCADIAN LETTERHEAD]
EXHIBIT 99.1
ARCADIAN CORPORATION ANNOUNCES TERMINATION OF
MERGER DISCUSSIONS WITH FREEPORT-MCMORAN INC.
Memphis, Tennessee, September 2, 1996 -- Arcadian Corporation
(NYSE:ACA; NYSE:ACA.PRA) announced today that the previously announced
non-binding letter of intent for the combination of its business with
Freeport-McMoRan Inc. (NYSE:FTX) has been terminated.
William A. McMinn, the Chairman of the Board of Arcadian, issued the
following statement: "Arcadian has terminated merger discussions due to the
receipt by Arcadian of an offer deemed by its Board of Directors to be of
higher value to Arcadian shareholders than the proposed business combination
with FTX."
Arcadian Corporation is the largest producer and marketer of nitrogen
fertilizers and chemicals in the Western Hemisphere.
Contact: John R. Hunt - Director, Investor Relations & Competitor Analysis
(901) 758-5339
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[ARCADIAN LETTERHEAD]
EXHIBIT 99.2
POTASH CORPORATION OF SASKATCHEWAN INC.
TO ACQUIRE ARCADIAN CORPORATION
Saskatoon, Saskatchewan, and Memphis, Tennessee, September 2,
1996 --- Potash Corporation of Saskatchewan Inc. (NYSE, TSE, ME:POT) and
Arcadian Corporation (NYSE:ACA; NYSE:ACA.PRA) jointly announced today that
they have entered into a definitive merger agreement. Potash Corporation of
Saskatchewan Inc. (PCS) is to acquire all the outstanding common stock of
Arcadian (approximately 45.5 million shares on a fully diluted basis) at a
price of U.S. $25 to U.S. $27 per share, providing U.S. $12.25 per share in
cash and the remainder in common stock of PCS at an exchange ratio of 0.17713
shares of PCS (subject to adjustment) for every share of Arcadian.
The merger agreement contemplates that Arcadian's outstanding
shares of Mandatorily Convertible Preferred Stock, Series A, will be converted
into shares of Arcadian common stock immediately prior to the merger date and
will be treated identically to all other shares of Arcadian common stock in the
merger. The merger agreement includes certain conditions, including, among
other things, a due diligence period of fourteen days, obtaining the usual
regulatory approvals, and the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. The merger will be
subject to approval by the Arcadian stockholders. The terms of the transaction,
including the offering of the PCS common stock, will be set forth by means of a
proxy statement/prospectus.
"This acquisition will once again increase the significance of
PCS as a world fertilizer supplier," stated C.E. Childers, Chairman of the
Board, President and Chief Executive Officer. "Nitrogen, the third primary
nutrient, will complete our existing product portfolio of potash and phosphate,
providing synergies as well as growth opportunities. Arcadian's sales and
distribution network complements that of PCS and its addition will advance our
business objectives."
William A. McMinn, Chairman of the Board of Arcadian, said:
"This transaction will result in one of the largest fertilizer companies in the
world. Arcadian's position as the largest producer and marketer of nitrogen
fertilizers in the Western Hemisphere is an ideal match for PCS's status as one
of the largest potash and phosphate producers in the world. The size and
diversity generated by this transaction creates a major force in all three of
the primary nutrients, allowing for the unique ability of the combined entity
to be a "one-stop" producer and supplier of the primary fertilizer nutrients."
Following the acquisition (including liabilities assumed), the
projected net debt to capitalization of PCS will be approximately 42 percent,
which is comparable to where it was when it entered the phosphate business
eighteen months ago. To finance the cash portion of the merger consideration,
PCS has arranged debt financing with Scotiabank on comparable terms to the
existing PCS debt.
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Childers concluded by saying, "We are looking forward to integrating
Arcadian's quality people and strong assets into the successful PCS system. We
believe that this company will have even more value combined with our
operations and under our corporate philosophy. Having played an important part
in the consolidation in the potash and phosphate business, we now look forward
to participating in the nitrogen arena."
The PCS discussions with BASF AG to acquire from BASF, for cash, a 51
percent interest in the German publicly traded company, Kali und Salz AG,
continue on schedule.
Potash Corporation of Saskatchewan Inc. pulls product from eight
potash mines, three phosphate plants and seven feed plants. Arcadian
Corporation has eight production facilities producing a diversified nitrogen
product mix. Following the acquisition, the Company's production of all three
basic raw materials will make PCS the largest integrated fertilizer producer in
the world.
Contacts: Betty-Ann Heggie - Senior Vice President, Corporate Relations
Potash Corporation of Saskatchewan Inc.
(306) 933-8521
John R. Hunt - Director, Investor Relations & Competitor Analysis
Arcadian Corporation
(901) 758-5339
