8-K

 
                      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



                               February 9, 1996
- --------------------------------------------------------------------------------
               Date of Report (Date of earliest event reported)



                                FMC CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)




         Delaware                       1-2376                    94-0479804
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission              (I.R.S. Employer
     of incorporation)                File Number)           Identification No.)



             200 East Randolph Drive, Chicago, Illinois     60601
- --------------------------------------------------------------------------------
              (Address of principal executive offices)   (Zip Code)



                                 (312)861-6000
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

 
Item 5.  Other Events.

         On February 9, 1996 the Board of Directors of FMC Corporation (the 
"Company") approved amendments to its Shareholder Rights Plan. The amendments to
the Plan are described in Item 1 (Description of Registrant's Securities to be 
Registered) of Form 8A/A dated February 12, 1996 and such description is hereby 
incorporated herein by reference. Such description does not purport to be 
complete and is qualified in its entirety by reference to the Amendment dated 
February 9, 1996 to the Rights Agreement dated as of February 22, 1986 as 
amended and restated as of February 19, 1988 between the Company and Harris 
Trust and Savings Bank, as Rights Agent, which is attached as Exhibit 1 hereto 
and is hereby incorporated herein by reference.

         Also on February 9, 1996, the Company issued a press release, which is 
attached hereto as Exhibit 2 and is hereby incorporated herein by reference.


Item 7.  Financial Statements Pro Forma Financial Information and Exhibits.

   1.  Amendment dated as of February 9, 1996 to Rights Agreement dated as of 
       February 22, 1986 as amended and restated as of February 19, 1988 between
       the Company and Harris Trust and Savings Bank.

   2.  Press Release dated February 9, 1996.

 
                                   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.

                                          FMC CORPORATION
                                          Registrant



Date: February 12, 1996                   By:   /s/ Patrick J. Head
                                                --------------------------
                                          Name:  Patrick J. Head
                                          Title: Vice President

EX-99.1

 
                                   Exhibit 1
                                   ---------


                         AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT dated as of February 9, 1996 (this "Amendment") of that 
certain Rights Agreement dated as of February 22, 1986 as amended and restated 
as of February 19, 1988 (the "Agreement") between FMC CORPORATION, a Delaware 
corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois 
banking corporation (the "Rights Agent"). Terms used but not defined in this 
Amendment shall have the meaning set forth in the Agreement.


                                  WITNESSETH


         WHEREAS, on February 22, 1986 the Board of Directors of the Company 
authorized and declared a dividend distribution of one Right for each share of 
Common Stock of the Company outstanding at the close of business on the Record 
Date, and authorized the issuance of one Right for each share of Common Stock 
of the Company issued between the Record Date (whether originally issued or 
delivered from the Company's treasury) and the Distribution Date, each Right 
initially representing the right to purchase one one-hundredth of a share of 
Junior Participating Preferred Stock, Series A, without par value, of the 
Company having the Right, powers and preferences set forth in the form of 
Certificate of Designation, Preferences and Rights attached to the Agreement as 
Exhibit A, upon the terms and subject to the conditions set forth therein; and

         WHEREAS, on February 19, 1988, the Company and the Rights Agent, in 
accordance with Section 26 of the Agreement, amended and restated the Agreement 
in its entirety; and

         WHEREAS, on February 9, 1996, the Board of Directors, in accordance 
with Section 26 of the Agreement, determined to further supplement and amend the
Agreement in certain respects based on its determination that such supplements 
and amendments would, in light of the provisions, purposes and intent of the 
Agreement, increase the benefits available to the holders of Common Stock (and, 
accordingly, to the holders of Rights whose interests prior to the Distribution 
are coincident with the interests of the holders of Common Stock), and such 
supplements and amendments are being implemented by executing this Amendment;

         NOW, THEREFORE, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:

         1.  Section 1(a) of the Agreement is hereby amended by deleting the 
percentage "20%" appearing therein and inserting in lieu thereof the percentage 
"15%."

 
          2.  Section 3(a) of the Agreement is hereby amended by deleting the 
percentage "30%" appearing therein and inserting in lieu thereof the percentage 
"15%."

          3.  Section 7(a) of the Agreement is hereby amended by deleting the 
date "March 7, 1996" appearing therein and inserting in lieu thereof the date 
"March 7, 2006."

          4.  Section 7(b) of the Agreement is hereby amended by deleting the 
figure "$75" appearing therein and inserting in lieu thereof the figure "$300."

          5.  Section 11(a)(ii)(B) of the Agreement is hereby amended by 
deleting each occurrence of the percentage "20%" appearing therein and inserting
in lieu thereof the percentage "15%."

          6.  Section 23 of the Agreement is hereby amended to add subsections 
23(c), 23(d), 23(e) and 23(f) thereto to read as follows:

               (c) The Board of Directors of the Company may, as its option, at 
     any time on or after the first occurrence of a Section 11(a)(ii) Event,
     exchange all or part of the then outstanding and exercisable Rights (which
     shall not included Rights that have become void pursuant to the provisions
     of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of
     one share of Common Stock per Right, appropriately adjusted to reflect any
     stock split, stock dividend or similar transaction occurring after 
     February 9, 1996 (such exchange ratio being hereinafter referred to as the
     "Exchange Ratio").

               (d) Immediately upon the action of the Board ordering the 
     exchange of any Rights pursuant to subsection (c) of this Section 23 and
     without any further action and without any notice, the right to exercise
     such Rights shall terminate and the only right thereafter of a holder of
     such Rights shall be to receive that number of shares of Common Stock equal
     to the number of such Rights held by such holder multiplied by the Exchange
     Ratio. The Company shall promptly give public notice of any such exchange;
     provided, however, that the failure to give, or any defect in, such notice
     shall not affect the validity of such exchange. The Company promptly shall
     mail a notice of any such exchange to all of the holders of such Rights at
     their last addresses as they appear upon the registry books of the Rights
     Agent. Any notice which is mailed in the manner herein provided shall be
     deemed given, whether or not the holder receives the notice. Each such
     notice of exchange will state the method by which the exchange of the
     shares of Common Stock for Rights will be effected and, in the event of any
     partial exchange, the number of Rights which will be exchanged. Any partial
     exchange shall be effected pro rata based on the number of Rights (other
     than Rights which have become void pursuant to the provisions of Section
     7(e) hereof) held by each holder of Rights.


                                       2

 
               (e) In the event that the number of shares of Common Stock which 
     are authorized by the Company's Certificate of Incorporation but not
     outstanding or reserved for issuance for purposes other than upon exercise
     of the Rights are not sufficient to permit any exchange of Rights as
     contemplated in accordance with this Section 23, the Company shall take all
     such action as may be necessary to authorize additional shares of Common
     Stock for issuance upon exchange of the Rights.

               (f) The Company shall not be required to issue fractions of 
     shares of Common Stock or to distribute certificates which evidence
     fractional shares of Common Stock. In lieu of such fractional shares of
     Common Stock, the Company shall pay to the registered holders of Rights
     with regard to which such fractional shares of Common Stock would otherwise
     be issuable an amount in cash equal to the same fraction of the value of a
     whole share of Common Stock. For purposes of this subsection (f), the value
     of a whole share of Common Stock shall be the closing price (as determined
     pursuant to the provisions of Section 11(d)(i) hereof) for the Trading Day
     immediately prior to the date of exchange pursuant to this Section 23.

          7.  Exhibit B to the Agreement is hereby amended by deleting each 
occurrence of the date "March 7, 1996" appearing therein and inserting in lieu 
thereof the date "March 7, 2006."

          8.  Exhibit B to the Agreement is hereby amended by deleting the
figure "$75" appearing therein and inserting in lieu thereof the figure "$300".

          9.  Exhibit C to the Agreement is hereby amended by deleting each 
occurrence of the percentage "20%" appearing therein and inserting in lieu 
thereof the percentage "15%".

          10. Exhibit C to the Agreement is hereby amended by deleting the 
percentage "30%" appearing therein and inserting in lieu thereof the percentage 
"15%".

          11. Exhibit C to the Agreement is hereby amended by deleting the 
figure "$75" appearing therein and inserting in lieu thereof the figure "$300."

          12. Exhibit C to the Agreement is hereby amended by deleting the 
date "March 7, 1996" appearing therein and inserting in lieu thereof the date of
"March 7, 2006."

          13. The term "Agreement" as used in the Rights Agreement shall be 
deemed to refer to the Rights Agreement as amended by this Amendment.

          14. Except as set forth herein, the Rights Agreement shall remain in 
full force and effect and shall be otherwise unaffected hereby.

          15. This Amendment may be executed in two or more counterparts, each 
of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument.


                                       3

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


ATTEST:                                     FMC CORPORATION



By: /s/ Robert L. Day                       By: /s/ Patrick J. Head
   --------------------------------            --------------------------------
        Name:  Robert L. Day                        Name:  Patrick J. Head
        Title: Secretary                            Title: Vice President


ATTEST:                                     HARRIS TRUST AND SAVINGS BANK



By: /s/ Keith A. Bradley                    By: /s/ Richard C. Carlson
   --------------------------------            --------------------------------
        Name:  Keith A. Bradley                     Name:  Richard C. Carlson
        Title: Assistant Vice President             Title: Vice President



                                       4

EX-99.2

 
                              [LETTERHEAD OF FMC]

                                                                       Exhibit 2
                                                                       ---------

NEWS RELEASE
                                                                  INVESTOR
                                           MEDIA:                 RELATIONS:
For Release    Immediate           Contact Pat Brozowski          Lisa Azzarello
                                           (312) 861-6104         (312) 861-6921


FMC EXTENDS SHAREHOLDER RIGHTS PLAN

CHICAGO, FEBRUARY 9, 1996 - FMC Corporation today announced that it has revised 
and extended the terms of its 1986 Shareholder Rights Plan, which was scheduled 
to expire in March 1996. The Shareholder Rights Plan is designed to protect FMC 
shareholders against coercive and unfair takeover tactics and to prevent an 
acquirer from obtaining control of FMC without offering a fair and equal price 
to all shareholders. The revised terms extend the Rights Plan for 10 years; 
increase the exercise price of the rights issued under the plan to $300 from 
$75; lower the ownership threshold at which the rights become exercisable to 15 
percent from 20 percent; and, at the option of the FMC board of directors, 
permit the exchange of rights in whole or in part for shares of FMC's common 
stock, reflecting today's normal industry practice.

     FMC Corporation is one of the world's leading producers of chemicals and 
machinery for industry, government and agriculture. The Chicago-based company 
reported annual sales of $4.5 billion in 1995, with international sales to more 
than 100 countries accounting for 48 percent of total annual revenues. FMC 
employs 23,000 people at 100 manufacturing facilities and mines in 21 countries 
The company divides its businesses into five major segments: Performance 
Chemicals, Industrial Chemicals, Machinery and Equipment, Defense Systems and 
Precious Metals.

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