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) May 28, 1998
HARRIS CHEMICAL NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-67546 48-1135402
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2100 Sanders Road 60062
Northbrook, Illinois 60062 -----
(Address of principal executive offices) (Zip Code)
(847) 272-9200
(Registrant's telephone number, including area code)
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Item 5. Other Events.
As previously reported, on April 1, 1998 Harris Chemical North
America, Inc., a Delaware corporation (the "Company"), and Sifto Canada Inc., a
corporation organized under the laws of the Province of Ontario, Canada
("SIFTO"), became indirect, wholly-owned subsidiaries of IMC Global Inc., a
Delaware corporation ("IMC").
The Company has outstanding (i) $335,000,000 aggregate
principal amount of its 10 3/4% Senior Subordinated Notes due October 15, 2003
(the "10 3/4% Notes") pursuant to an Indenture dated as of October 15, 1993
between the Company and IBJ Schroder Bank and Trust Company, as Trustee (the "10
3/4% Indenture") and (ii) $250,000,000 aggregate principal amount of its 10 1/4%
Senior Secured Discount Notes due July 15, 2001 (the "10 1/4% Notes") pursuant
to an Indenture dated as of October 15, 1993 between the Company and The Bank of
New York, as Trustee (the "10 1/4% Indenture"). SIFTO has outstanding
$100,000,000 aggregate principal amount of its 8 1/2% Senior Secured Notes due
July 15, 2000 (the "SIFTO Notes") pursuant to an Indenture dated as of October
15, 1993 between SIFTO and The Chase Manhattan Bank (formerly known as Chemical
Bank), as Trustee (the "SIFTO Indenture").
The transaction pursuant to which the Company and SIFTO became
indirect, wholly-owned subsidiaries of IMC was a "Change in Control" of the
Company and SIFTO as defined in the 10 3/4% Indenture, the 10 1/4% Indenture and
the SIFTO Indenture, respectively. As a result, the Company was required to make
an offer to purchase the 10 3/4% Notes and the 10 1/4% Notes and SIFTO was
required to make an offer to purchase the SIFTO Notes in each case at a purchase
price equal to 101% of the outstanding principal amount thereof.
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Pursuant to such requirements, the Company and SIFTO have each
issued Offers to Purchase (each dated May 28, 1998) such Notes. Each of the
offers will expire on June 29, 1998, unless extended. Copies of such Offer to
Purchase and the related Letter of Transmittal may be obtained from
(i) in the case of the 10 3/4% Notes:
IBJ Schroder Bank and Trust Company
P.O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization Operations Department
(212) 858-2103
(ii) in the case of the 10 1/4% Notes:
The Bank of New York
101 Barclay Street
Reorganization Section
Floor 7 East
New York, New York 10286
Attention: Millicent Burnett
(212) 815-3502
(iii) in the case of the SIFTO Notes:
The Chase Manhattan Bank
GTS - Service Delivery
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: Wanda Eiland
(212) 946-7183
Questions or requests for assistance may also be directed to:
Investor Relations Department, Harris Chemical North America, Inc., 2100 Sanders
Road, Northbrook, Illinois 60062, Telephone (847) 272-9200.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HARRIS CHEMICAL NORTH AMERICA, INC.
(Registrant)
By: /s/Marschall I. Smith
Marschall I. Smith
Vice President
and Assistant Secretary
Dated: June 12, 1998
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