-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7Hhz1J8lkikMWUg1y4IshGs6yt2xiXlm1lc1P6u5yWosp4kXIlxq1+AANviy0zU brBdlAspIwe094o0MmYPFw== 0001031523-99-000013.txt : 19990806 0001031523-99-000013.hdr.sgml : 19990806 ACCESSION NUMBER: 0001031523-99-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMC GLOBAL INC CENTRAL INDEX KEY: 0000820626 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 363492467 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40105 FILM NUMBER: 99678381 BUSINESS ADDRESS: STREET 1: 2100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472729200 MAIL ADDRESS: STREET 1: 2345 WAUKEGAN ROAD - SUITE E-200 CITY: BANNOCKBURN STATE: IL ZIP: 60015-5516 FORMER COMPANY: FORMER CONFORMED NAME: IMC FERTILIZER GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLOT J R CENTRAL INDEX KEY: 0000947911 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST CITY: BOISE STATE: IA ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLOT J R ET AL DATE OF NAME CHANGE: 19950712 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IMC GLOBAL, INC. ---------------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) ---------------------------------------- (Title of Class of Securities) 449669100 ------------------ (CUSIP Number) Ronald N. Graves, Esq. John R. Simplot Self-Declaration of Revocable Trust 999 Main Street Boise, Idaho 83702 Telephone: (208) 336-2110 ------------------------------------ (Names, addresses and telephone numbers of persons authorized to receive notices and communications) July 28, 1999 ------------------------ (Date of event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] 1) Names of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons J.R. Simplot - ###-##-####/J.R. Simplot Trust 2) Check the Appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization U.S. Number of 7) Sole Voting Power 8,455,947 Shares Beneficially 8) Shared Voting Power 1,846,600 Owned by Each 9) Sole Dispositive Power 8,455,947 Reporting Person With: 10) Shared Dispositive Power 1,846,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,302,547 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 9.0% 14) Type of Reporting Person IN 1) Names of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons J.R. Simplot Foundation 2) Check the Appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Idaho Number of 7) Sole Voting Power 1,846,000 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 1,846,000 Reporting Person With: 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,846,600 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 1.61% 14) Type of Reporting Person OO 1) Names of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons Don J. Simplot 2) Check the Appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization U.S. Number of 7) Sole Voting Power 0 Shares Beneficially 8) Shared Voting Power 1,846,600 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 1,846,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,846,600 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 1.61% 14) Type of Reporting Person IN 1) Names of Reporting Persons SS. or I.R.S. Identification Nos. of Above Persons Scott R. Simplot 2) Check the Appropriate Box if a Member of a Group (a) (b) X 3) SEC Use Only 4) Source of Funds PF/00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization U.S. Number of 7) Sole Voting Power 0 Shares Beneficially 8) Shared Voting Power 1,846,600 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With: 10) Shared Dispositive Power 1,846,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,846,600 shares 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 1.61% 14) Type of Reporting Person IN ITEM 1. SECURITY AND ISSUER. The class of securities to which this Statement relates is the common stock, par value $.01 per share (the "Stock"), of IMC Global, Inc. (the "Issuer"), whose address is 2100 Sanders Road, Northbrook, Illinois 60062. ITEM 2. IDENTITY AND BACKGROUND. (a through f) This statement is being filed on behalf of (i) the John R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 (the "Trust"), as amended. The Trust is an inter vivos revocable trust of which Mr. J.R. Simplot ("Mr. Simplot") is the trustee and beneficiary. Mr. Simplot is a U.S. citizen. Mr. Simplot is Chairman Emeritus of, and a consultant to, J.R. Simplot Company, 999 Main Street, Boise, Idaho 83702; and (ii) the J.R. Simplot Foundation, a charitable foundation organized as a nonprofit corporation under Idaho law (the "Foundation"). The Foundation was established by Mr. Simplot for general charitable purposes. Its principal office is located at 999 Main Street, Boise, Idaho 83702. The directors and executive officers of the Foundation, their principal occupations and their business addresses are as follows:
Name Title(s) Principal Occupation Business Address - -------------- -------- -------------------- ---------------- John R. Simplot Director, See above See above President Don J. Simplot Director, Office of Chairman 999 Main Street Vice President J.R. Simplot Company Boise, Idaho 83702 Scott R. Simplot Director Office of Chairman 999 Main Street J.R. Simplot Company Boise, Idaho 83702
Neither Mr. Simplot, the Foundation, nor any of the executive officers or directors of the Foundation during the past five years has been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors, and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Trust purchased the shares of Stock reported in Item 5 with personal funds of the Trust and with funds provided pursuant to customary margin arrangements between the Trust and Merrill Lynch. The Foundation purchased the shares of Stock reported in Item 5 from liquid assets of the Foundation and with funds provided pursuant to customary margin arrangements between the Foundation and Merrill Lynch. ITEM 4. PURPOSE OF TRANSACTION. Investment. (a) The Trust and the Foundation may from time to time seek to increase, reduce or dispose of their investment in the Stock in the open market, in privately negotiated transactions, or otherwise. The determination to effect any such transactions will depend on, among other things, the market price, availability of funds, borrowing costs, market conditions, developments affecting the Issuer and the Trust and the Foundation, other opportunities available to the Trust and the Foundation and other considerations. The Trust and the Foundation intend, from time to time, to review their investment in the Issuer and to take such action with respect to the Issuer as they consider desirable in light of the circumstances then prevailing. (b - j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a - b) As of August 4, 1999, the Trust owned 8,455,947 shares of Stock. As trustee of the Trust, Mr. Simplot has the sole power to vote and dispose of such shares. As of August 4, 1999, the Foundation owned 1,846,600 shares. Mr. Simplot shares with the other directors of the Foundation, none of whom owns directly any shares of the Stock, the power to vote and dispose of the shares of Stock held by the Foundation. Based upon information contained in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission for the quarter ended March 31, 1999 (the "10-Q"), the 10,302,547 shares of Stock owned by the Trust and the Foundation constitute approximately 9.00% of the 114,472,754 shares of Stock outstanding, as reported in the 10-Q. (c) During the 60 days prior to and including August 4, 1999, the Trust acquired the shares of Stock described below in open market purchases through ordinary brokerage transactions:
Purchase No. of Price per Share Date Shares (including commissions) -------- -------- ----------------------- 07/13/99 2,500,000 $17.429 07/20/99 200,000 16.987 07/27/99 263,700 18.486 07/28/99 1,812,000 18.400 07/29/99 856,800 18.376 07/30/99 1,036,200 18.353 08/02/99 1,000,000 19.038 08/03/99 787,247 19.377
(c) During the 60 days prior to and including August 4, 1999, the Foundation acquired the shares of Stock described below in open market purchases through ordinary brokerage transactions:
Purchase No. of Price per Share Date Shares (including commissions) -------- -------- ----------------------- 07/21/99 202,600 $16.659 07/22/99 170,000 16.857 07/26/99 274,000 16.918 07/27/99 1,200,000 18.306
(d - e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. JOHN R. SIMPLOT SELF-DECLARATION OF REVOCABLE TRUST /s/ John R. Simplot as Trustee By Ronald N. Graves as attorney-in-fact ________________________________________ John R. Simplot, as Trustee by Ronald N. Graves, as attorney-in-fact Date: August 5, 1999 J.R. SIMPLOT FOUNDATION /s/ Ronald N. Graves ________________________________________ Ronald N. Graves, Secretary Date: August 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----