-----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, ItAnAUTbBrHmPGKbRmhXVGVwFzcujSgOMIumgQrJwjw+nSJqoO+Qi+v5aU+BW2AY VoO3AGKxcZPS8uJKyre40A== 0000950131-97-005938.txt : 19970930 0000950131-97-005938.hdr.sgml : 19970930 ACCESSION NUMBER: 0000950131-97-005938 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970929 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FMC CORP CENTRAL INDEX KEY: 0000037785 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 940479804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02376 FILM NUMBER: 97687897 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128616000 FORMER COMPANY: FORMER CONFORMED NAME: BEAN SPRAY PUMP CO DATE OF NAME CHANGE: 19670706 FORMER COMPANY: FORMER CONFORMED NAME: FOOD MACHINERY & CHEMICAL CORP DATE OF NAME CHANGE: 19670706 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM ll-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended ......... March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ...........to........... Commission file number................................. A. FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN (Full title of the Plan) B. FMC CORPORATION 200 East Randolph Drive, Chicago, Illinois 60601 (Name and Address of Issuer) Page 1 SIGNATURES - ---------- The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, FMC Corporation, as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN By /s/ J. Paul McGrath --------------------------- Senior Vice President, General Counsel and Secretary (Plan Administrator) Dated: September 29, 1997 Page 2 INDEPENDENT AUDITORS' REPORT The Board of Directors FMC Corporation: We have audited the accompanying Statements of Financial Position of FMC Employees' Thrift and Stock Purchase Plan (the Plan) as of March 31, 1997 and 1996 and the related Statements of Earnings and Changes in Plan Equity for each of the years in the three-year period ended March 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FMC Employees' Thrift and Stock Purchase Plan as of March 31, 1997 and 1996, and the results of its operations and the changes in its plan equity for each of the years for the three-year period ended March 31, 1997 in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP Chicago, Illinois September 25, 1997 Page 3 FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN --------------------------------------------- STATEMENTS OF FINANCIAL POSITION -------------------------------- (In thousands)
March 31, 1997 March 31, 1996 -------------- -------------- Assets - ------ Investment in the FMC Corporation Salaried Employees' Master Trust (Notes 2 and 3) $717,560 $832,912 -------- -------- Total Investments 717,560 832,912 Participant Loans Receivable 28,639 26,512 -------- -------- Total Assets $746,199 $859,424 ======== ======== Liabilities and Plan Equity - --------------------------- Liabilities: Payables - (Receivables) $ (558) $ (558) -------- -------- Total Liabilities (558) (558) Plan Equity 746,757 859,982 -------- -------- Total Liabilities and Plan Equity $746,199 $859,424 ======== ========
See accompanying notes to financial statements. Page 4 FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN --------------------------------------------- STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY ------------------------------------------------- (In thousands)
Year Ended March 31, 1997 -------------------------------------------------------------- Fixed Combined Stock Income Equity Balance Fund Fund Fund --------- --------- -------- ------- Net Investment Income from the FMC Corporation Salaried Employees' Master Trust $ 19,573 $ 82 $ 17,626 $ 1,865 --------- --------- -------- ------- Total Investment Income 19,573 82 17,626 1,865 Realized and unrealized gains (losses), net (102,317) (108,320) (1,561) 7,564 Contributions and deposits: Participating employees 32,572 20,449 4,886 7,237 FMC Corporation 14,606 14,606 -- -- --------- --------- -------- ------- Total additions (35,566) (73,183) 20,951 16,666 --------- --------- -------- ------- Employee withdrawals from the plan (77,587) (39,556) (30,466) (7,565) Fund transfers -- (7,421) 4,600 2,821 Expenses (72) -- (72) -- --------- --------- -------- ------- Total deductions (77,659) (46,977) (25,938) (4,744) --------- --------- -------- ------- Net increase (decrease) (113,225) (120,160) (4,987) 11,922 Plan equity, beginning of year 859,982 559,499 245,559 54,924 --------- --------- -------- ------- Plan equity, end of year $ 746,757 $ 439,339 $240,572 $66,846 ========= ========= ======== =======
See accompanying notes to financial statements. Page 5 FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN --------------------------------------------- STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY ------------------------------------------------- (In thousands)
Year Ended March 31, 1996 ------------------------------------------------------------ Fixed Combined Stock Income Equity Balance Fund Fund Fund --------- -------- -------- ------- Net Investment Income from the FMC Corporation Salaried Employees' Master Trust $ 22,615 $ 69 $ 19,001 $ 3,545 --------- -------- -------- ------- Total Investment Income 22,615 69 19,001 3,545 Realized and unrealized gains (losses), net 109,893 102,723 (2,798) 9,968 Contributions and deposits: Participating employees 30,044 20,479 5,823 3,742 FMC Corporation 13,729 13,729 -- -- --------- -------- -------- ------- Total additions 176,281 137,000 22,026 17,255 --------- -------- -------- ------- Employee withdrawals from the plan (95,104) (51,475) (37,712) (5,917) Fund transfers -- (5,374) 5,523 (149) Loan activity (8,399) (2,486) (5,669) (244) Expenses (29) (29) -- -- --------- -------- -------- ------- Total deductions (103,532) (59,364) (37,858) (6,310) --------- -------- -------- ------- Net increase (decrease) 72,749 77,636 (15,832) 10,945 Plan equity, beginning of year 787,233 481,863 261,391 43,979 --------- -------- -------- ------- Plan equity, end of year $ 859,982 $559,499 $245,559 $54,924 ========= ======== ======== =======
See accompanying notes to financial statements. Page 6 FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN --------------------------------------------- STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY ------------------------------------------------- (In thousands)
Year Ended March 31, 1995 ----------------------------------------------------- Fixed Combined Stock Income Equity ESOP Balance Fund Fund Fund Fund --------- --------- --------- --------- --------- Net Investment Income from the FMC Corporation Salaried Employees' Master Trust $ 27,878 $ 19,226 $ 4,976 $ 3,676 $ -- Dividends 1,749 -- -- 1,749 -- Interest 14,173 940 13,142 90 1 -------- -------- -------- -------- -------- Total Investment Income 43,800 20,166 18,118 5,515 1 Realized and unrealized gains, net 86,981 77,728 -- 597 8,656 Contributions and deposits: Participating employees 37,567 24,717 7,915 4,935 -- FMC Corporation 16,178 16,178 -- -- -- -------- -------- -------- -------- -------- Total additions 184,526 138,789 26,033 11,047 8,657 -------- -------- -------- -------- -------- Employee withdrawals from the plan (113,684) (60,434) (41,466) (10,541) (1,243) Fund transfers -- (12,689) 10,174 2,515 -- ESOP transfer to stock (Note 1) -- 45,165 -- -- (45,165) Expenses (188) -- (188) -- -- -------- -------- -------- -------- -------- Total deductions (113,872) (27,958) (31,480) (8,026) (46,408) -------- -------- -------- -------- -------- Net increase (decrease) 70,654 110,831 (5,447) 3,021 (37,751) Plan equity, beginning of year 716,579 371,032 266,838 40,958 37,751 -------- -------- -------- -------- -------- Plan equity, end of year $787,233 $481,863 $261,391 $ 43,979 $ -- ======== ======== ======== ======== ========
See accompanying notes to financial statements. Page 7 FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN --------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- MARCH 31, 1997 AND 1996 ----------------------- Note 1: Description of the Plan The following description of the FMC Employees' Thrift and Stock Purchase Plan (the Plan) provides only general information. Participants should refer to the Plan text for a more complete description of the Plan's provisions. A. General. The Plan is a qualified salary-reduction plan under Section 401(k) of the Internal Revenue Code, which covers all full-time employees of FMC Corporation (the Company) (other than employees who generally reside or work outside of the United States and employees covered by a collective bargaining agreement which does not provide for participation in the Plan). Such employees are eligible to participate in the Plan immediately upon commencement of their employment with the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Contributions. Participants may currently elect to have their annual compensation reduced by up to $9,500, subject to adjustments to reflect changes in the cost of living, but not by more than 15% of their total compensation in the aggregate. The aggregate amount of such reductions is contributed to the Plan trust on a pre-tax basis. Participants may also elect to make after-tax contributions, either as an alternative to pre-tax contributions, or in addition to the maximum pre-tax contributions of $9,500 (but not more than 15% of their total compensation in the aggregate). The Company makes matching contributions ranging from 15% to 100% of the portion of those contributions not in excess of 5% of each participant's compensation (Basic Contribution), regardless of the $9,500 limit on pre-tax contributions. C. Trust Agreement. Prior to January 1, 1995, the Company and Harris Trust and Savings Bank (the Trustee) had established a trust (the Trust) for investment purposes as part of the Plan. Effective January 1, 1995, the Company and the Trustee established the FMC Corporation Salaried Employees' Master Trust (the Master Trust) for the collective investment of the assets of the Trust and of trusts associated with two other 401(k) plans of an affiliate of the Company. These three trusts participated in the Master Trust at March 31, 1997. Upon establishment of the Master Trust, the net assets of the Trust were transferred to the Master Trust. On July 1, 1996, the net assets were transferred to Citibank, N.A.(Citibank) as a result of Citibank purchasing the Master Trust Division of Harris Trust and Savings Bank. D. Investment of Funds. Within the Master Trust, the Trustee has established an FMC Stock Fund, a Fixed Income Fund, an Equity Fund and a Harsco Fund. Each of these funds, with the exception of the Harsco Fund, previously existed under the Trust, and an ESOP Fund also existed under the Trust. The Stock Fund consists of shares of the common stock of the Company. The ESOP Fund, which was merged into the Stock Fund effective July 1, 1994, consisted of shares of common stock of the Company. The Fixed Income Fund consists of investments in contracts with banks and insurance companies which guarantee repayment Page 8 of principal with interest at a fixed or fixed minimum rate for a specified period of time. Effective April 1, 1991, the Fixed Income Fund is authorized to include (1) securities issued or guaranteed by the U.S. government, or any of its agencies or instrumentalities, and (2) short-term, interest-bearing debt obligations pending investment in guaranteed income contracts or government securities. For the Plan year ended March 31, 1997, the guaranteed effective annual yield was approximately 7.23%. The Equity Fund consists of shares of mutual funds registered under the Investment Company Act of 1940. The Harsco Fund, established as a fund under the Master Trust in January 1995, consists of common shares of Harsco Corporation, and was not available as an investment election to Plan participants, nor included in the Master Trust investments in which the Plan's Trust had an interest for the years ended March 31, 1997 and 1996. (See Note 2, Section E) All Company contributions to the Plan are invested by the Trustee in the Stock Fund and credited to the respective accounts of the employees participating in the Plan. All employees contributing to the Plan are entitled to elect to have the Trustee invest their contributions: (i) entirely in the Stock Fund, (ii) entirely in the Fixed Income Fund, (iii) entirely in the Equity Fund or (iv) in two or more of those funds in multiples of 25%. A participant's investment election may be changed prospectively for any Plan year. In addition, a participant who has attained age 55 may elect to have all or part (in multiples of 25%) of the accumulated balance of the participant's Stock, Fixed Income, and Equity Funds attributable to the participant's contributions transferred among those funds. E. Vesting. Participants are immediately vested in their elective contributions plus actual earnings thereon. Vesting in the Company's contributions and related earnings is based on years of service. A participant is 100% vested after five years of service. F. Payment of Benefits. On termination of service or attainment of age 59-1/2, any participant may elect to immediately receive a lump sum distribution equal to the value of his or her account. Participants age 55 or older or whose accounts are valued at not less than $3,500 may upon termination elect to defer their lump sum distribution or receive annual installments over a ten-year period. If a participant is not fully vested in the Company's contributions to his or her account on the date of termination of the participant's employment, the unvested portion is forfeited. Such forfeitures reduce future Company contributions to the Plan. G. ESOP Provisions. Generally, any person who was employed by the Company at any time during a calendar year for which the Company made an ESOP contribution and who had completed one year of service is a participant. Pursuant to the repeal of the ESOP tax credit for compensation paid or accrued after December 31, 1986, by the Tax Reform Act of 1986, the Company discontinued contributions to the ESOP Fund (including contributions to the TRASOP which expired December 31, 1982). Effective November 1, 1988, the ESOP was spun off into a separate plan known as the "FMC Employees' Stock Plan"; however, the assets are Page 9 included (through June 30, 1994) in the ESOP fund in the accompanying financial statements. Effective July 1, 1994, the FMC Employees' Stock Plan was merged into the Plan and all assets were transferred into the Stock Fund. H. Expenses. The compensation and expenses of the Trustee are paid by the Company. All other expenses of the Plan may be paid by the Trustee out of the assets of the Plan and constitute a charge upon the respective investment funds or upon the individual participants' accounts as provided in the Plan. I. Withdrawals and Loans. The Plan allows participants to make hardship cash withdrawals (subject to income taxation and IRS penalties) of some or all of their vested account balances. Eligible participants may also receive money from the Plan in the form of loans. The minimum that may be borrowed is $1,000; the maximum is the lesser of $50,000, as adjusted, or 50% of the participant's vested account balance. Loans must be repaid over 60 months with interest at the announced Fixed Income Fund rate or some other reasonable rate as determined by the Company. Participant loans outstanding as of March 31, 1997 and 1996 were approximately $29 million and $27 million, respectively. J. Plan Termination. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Plan and ERISA. In the event of Plan termination, participants will become 100% vested in their account balances. K. Subsequent Event. Subsequent to March 31, 1997, the Plan was modified to permit participants to invest in additional funds within the Master Trust. In addition, a substantial portion of Plan recordkeeping and administration was assumed by a third-party administrator subsequent to March 31, 1997. Note 2: Summary of Significant Accounting Policies The following are the significant accounting policies followed by the Plan and Master Trust: A. Basis of Accounting. The Plan's financial statements are prepared on the accrual basis of accounting. B. Investments. Security transactions are recorded in the financial statements on a settlement date basis, which does not differ materially from a trade date basis. C. Valuation of Investments. Quoted or estimated market prices are used to value investments except for certain contracts with banks and insurance companies which guarantee repayment of principal with interest at a fixed or fixed minimum rate for a specified period of time. These contracts are valued at contract value. D. Participants' Equity. For financial statement purposes, the cost per share of FMC Corporation common stock is stated at the price paid by the Trustee on a national securities exchange. In computing individual participants' equity for tax purposes, the cost per share of FMC Corporation common stock is determined by (i) the price paid by the Trustee on a national securities exchange or (ii) the price paid per share of FMC Corporation common stock reacquired from a withdrawing participant electing a cash withdrawal. Page 10 E. Basis of Allocation of Master Trust Net Assets and Net Income. The trusts participating in the Master Trust have an undivided interest in the assets (except for Harsco Corporation stock), liabilities, income, expenses and gains or losses of the Master Trust. For allocation purposes, each of the participating trusts retain an ownership percentage in the Master Trust net assets which was initially established on the basis of relative net assets contributed by each plan to the Master Trust. Each month, the percentage is adjusted based on the relative amount of contributions and distributions attributable to each plan. The percentage calculated at each month-end is used to allocate the investment income, net of expenses, and gains or losses of Master Trust investments during that month. At March 31, 1997 and 1996, the Plan's (and its Trust's) interests in the net assets of the Master Trust were approximately 88% and 92%, respectively, which included investments in the following funds:
March 31, ---------------------- 1997 1996 -------- -------- Stock Fund $431,790 $552,913 Fixed Income Fund 221,948 227,110 Equity Fund 63,822 52,889 -------- -------- $717,560 $832,912 ======== ========
F. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amount of revenue and expenses during the reporting period. Actual results could differ from these estimates, but the plan administrator does not believe such differences will materially affect the Plan's financial position or results of operations. Note 3: Master Trust Investments The following tables present the cost and fair value of investments for the Master Trust at March 31, 1997 and 1996. All individual investments greater than 5% of Plan assets are separately identified:
March 31, 1997 -------------- INVESTMENTS AT: - --------------- Number of Shares Market Cost ------ ------ ---- (In Thousands) Quoted Market Value - ------------------- FMC Common Stock 7,551,260 $462,515 $ 87,877 Other 41,039 16,673 -------- -------- 503,554 104,550 FNMA Bond 49,127 49,392 -------- -------- 552,681 153,942 -------- -------- Estimated Market Value - ---------------------- Mutual Funds 75,310 53,157 Cash 12,517 12,517 -------- -------- 87,827 65,674 -------- -------- Contract Value - -------------- Fixed Rate Insurance Contracts 175,628 186,725 -------- -------- $816,136 $406,341 ======== ========
Page 11
March 31, 1996 -------------- Number of Shares Market Cost INVESTMENTS AT: ------ ------ ---- - -------------- (In Thousands) Quoted Market Value - ------------------- FMC Common Stock, 7,636,816 $573,716 $ 78,164 Other 37,943 16,551 -------- -------- 611,659 94,715 FNMA Bond 49,427 49,392 -------- -------- 661,086 144,107 -------- -------- Contract Value - -------------- Fixed Rate Insurance Contracts 184,717 184,717 -------- -------- Estimated Market Value - ---------------------- Mutual Funds 58,820 41,798 Cash 419 419 -------- -------- 59,239 42,217 -------- -------- $905,042 $371,041 ======== ========
Investment income for the Master Trust was as follows for the years ended March 31, 1997 and March 31, 1996 and the three months ended March 31, 1995:
Three Months Year Ended Year Ended Ended March 31, 1997 March 31, 1996 March 31, 1995 INVESTMENT INCOME: -------------- -------------- -------------- - ------------------ (In Thousands) Net appreciation (depreciation) in fair value of investments: FMC Corporation common stock $(111,194) $104,906 $19,361 Harsco common stock 3,177 12,668 1,761 Mutual Funds 8,663 10,868 4,002 FNMA Bond (1,548) (2,867) -- --------- -------- ------- (100,902) 125,575 25,124 Interest 18,733 19,597 5,156 Dividends 2,975 4,754 228 --------- -------- ------- $ (79,194) $149,926 $30,508 ========= ======== =======
Page 12 Note 4: Income Taxes The Plan has received a favorable determination letter from the Internal Revenue Service on April 9, 1986 indicating that it is qualified under Section 401(a) of the Internal Revenue Code and therefore the related Master Trust (and, prior to that, the Trust) are exempt from tax under Section 501(a) of the Code. The Plan has been subsequently restated to comply with the Tax Reform Act of 1986 and subsequent legislation. Although the Plan has not yet received a new determination letter on the submitted restated document, the plan administrator is confident that the Plan meets the requirements of Section 401(a). The Company receives a federal income tax deduction for its contributions to the Plan. Participating employees are not subject currently to federal income tax on their elective contributions, Company contributions, appreciation in the Company's common stock, income and other items allocated to their individual accounts. Individual participants are taxed on such items at the time of distribution from the Plan. Note 5: Plan Merger On January 1, 1995, the Jetway Transition Savings Plan (Jetway Plan) was merged into the Plan and participants in the Jetway Plan became participants of the Plan. The net assets of the Jetway Plan of $304,319 were transferred into the Master Trust. The transfer of funds is included in Participating Employee Contributions in the Plan's Statement of Earnings and Changes in Plan Equity for the year ended March 31, 1995. Page 13 PAGE 1 EXHIBIT INDEX
NUMBER IN EXHIBIT TABLE DESCRIPTION - ------------- ----------- 10.1 FMC Employees' Thrift and Stock Purchase Plan, as revised and restated as of April 1, 1991 (incorporated by reference from Exhibit 10.3 to the form SE filed on March 27, 1992). 10.2 Amendments to the FMC Employees' Thrift and Stock Purchase Plan through December 31, 1994 (incorporated by reference from Exhibit 10.6 to the Form 10-K filed on March 29, 1995). 10.3 FMC Corporation Salaried Employees' Master Trust Agreement effective January 1, 1995 (incorporated by reference from Exhibit 10.3 to the Form 11-K filed on October 12, 1995). 10.4 Amendment to FMC Salaried Employees' Master Trust dated April 20, 1995 and effective January 1, 1995 (incorporated by reference from Exhibit 10.4 to the Form 11-K filed on October 12, 1995). 23 Consent of KPMG Peat Marwick LLP
Page 14 EX-23 2 CONSENT OF KPMG PEAT MARWICK LLP [LETTERHEAD OF KPMG PEAT MARWICK LLP] EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors FMC Corporation: We consent to incorporation by reference in the registration statement (No. 33-48984) on Form S-8 of FMC Corporation of our report dated September 25, 1997, relating to the statements of financial position of FMC Employees' Thrift and Stock Purchase Plan as of March 31, 1997 and 1996, and the related statements of earnings and changes in plan equity for each of the years in the three-year period ended March 31, 1997, which report appears in the March 31, 1997 annual report on Form 11-K of FMC Employees' Thrift and Stock Purchase Plan. /s/ KPMG Peat Marwick LLP Chicago, Illinois September 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----