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 1, 1998
HARRIS CHEMICAL NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-67546 48-1135402
- -------- -------- ----------
(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.
IMC Global Inc. (NYSE: IGL) today announced that its subsidiary, Sifto
Canada Inc. ("Sifto"), is commencing a cash tender offer for its outstanding
aggregate principal amount of 8-1/2% Senior Secured Notes due 2000 (the "Notes")
of approximately $97 million. The purchase price for each $1,000 principal
amount of Notes validly tendered and accepted for purchase shall be an amount
based on a 50 basis point spread over the yield to maturity (calculated in
accordance with standard market practice) of the 5-3/8% U.S. Treasury Note due
July 31, 2000, as of 2:00 p.m., New York City time, on the second business day
immediately preceding the expiration date of the offer (the "Tender Offer
Yield").
Specifically, the total purchase price will equal (a) the value per
$1,000 principal amount of Notes of all remaining payments of principal thereof
and interest thereon to be made through the maturity date, discounted to the
settlement date at the discount rate equal to the Tender Offer Yield, minus (b)
accrued and unpaid interest per $1,000 principal amount to, but not including,
the settlement date. A portion of the total purchase price will constitute the
consent payment discussed below. The tender offer is scheduled to expire at
12:00 midnight, New York City time, on September 29, 1998, unless extended.
In conjunction with the tender offer, Sifto is also soliciting consents
from the registered holders of its Notes to effect certain amendments to the
indenture under which the Notes were issued. Holders who provide consents to the
proposed amendments prior to the consent payment deadline will receive a consent
payment of $15.00 per $1,000 principal amount of Notes tendered and accepted for
purchase pursuant to the related offer. The consent payment deadline for the
Notes will be 12:00 midnight, New York City time, on the later to occur of (i)
the date on which consents have been received from holders of a majority in
principal amount of the Notes and (ii) September 15, 1998, unless extended.
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IMC Global stated that the Sifto tender offer was part of an overall
refinancing of debt assumed in its April 1998 acquisition of Harris Chemical
Group, Inc. and affiliated companies and that, in this connection, it
anticipated that other Harris long-term debt in an aggregate principal amount of
approximately $585 million was expected to be redeemed on or about October 15,
1998. In connection with the tender offer, IMC Global disclosed that it is
exploring strategic options, including the possible divestiture of certain
chemical assets and businesses which were acquired as part of the Harris
acquisition, but which were not deemed to be core to IMC Global's strategy.
Salomon Smith Barney is the dealer manager and solicitation agent, and
Beacon Hill Partners, Inc. is the information agent for the tender offer.
Requests for documentation and questions regarding the tender offer and consent
solicitation should be directed to Beacon Hill Partners, Inc. at (800) 755-
5001. Questions regarding the tender offer and consent solicitation may also be
directed to Salomon Smith Barney at (800) 558-3745.
This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consent with respect to any Notes. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement.
IMC Global is one of the world's leading producers and suppliers of
agricultural products and services, salt and industrial chemicals. With 1997
revenues and EBITDA of nearly $3 billion and $530 million, respectively, the
Company is among the world's largest producers and marketers of phosphate and
potash crop nutrients and animal feed ingredients. It also is one of the
nation's leading distributors of agricultural products and services through its
FARMARKET(R) and Rainbow(R) distribution networks. The Company is the world's
third-largest producer of both salt and soda chemicals. It also produces sodium
bicarbonate, boron chemicals and magnesium chloride.
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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/ J. Bradford James
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J. Bradford James
Vice President
(Principal Financial and Accounting Officer)
Dated: September 16, 1998
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