-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QGWJw809yHrSf/4AedORB9AppGVJcZrPBX+uSHZ752N+0H7TrorNtrm86YqgpYOr mcnpF+zWldGjPoVyACv/aQ== 0000820626-95-000018.txt : 19950908 0000820626-95-000018.hdr.sgml : 19950908 ACCESSION NUMBER: 0000820626-95-000018 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950907 SROS: CSX SROS: NYSE FILER: 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09759 FILM NUMBER: 95570915 BUSINESS ADDRESS: STREET 1: 2100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 7082729200 MAIL ADDRESS: STREET 1: ONE NELSON C WHITE PKWY CITY: MUNDELEIN STATE: IL ZIP: 60060 FORMER COMPANY: FORMER CONFORMED NAME: IMC FERTILIZER GROUP INC DATE OF NAME CHANGE: 19920703 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 IMC GLOBAL INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3492467 (State of Incorporation) (IRS Employer Identification No.) 2100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 (708) 272-9200 (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective securities and is to become upon filing pursuant to General effective simultaneously with Instruction A(c)(1)please check the effectiveness of a the following box. concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. Securities previously registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Previously Registered Each Class is Registered Preferred Share New York Stock Exchange Purchase Rights Midwest Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) Item 1. Description of Registrant's Securities Previously Registered On August 17, 1995, IMC Global Inc., a Delaware corporation (the "Company") and The First National Bank of Chicago (the "Rights Agent") amended the Rights Agreement, dated as of June 21, 1989, between the Company and the Rights Agent. All references herein to the "Rights Agreement" shall mean the Rights Agreement as so amended. The amendment to the Rights Agreement is attached hereto as Exhibit 1 and incorporated herein by reference. The description contained under the section "Item 1. Description of Securities to be Registered" in the Registration Statement on Form 8-A, dated June 23, 1989, is amended by deleting such description in its entirety and inserting the following in lieu thereof: "On June 21, 1989, the Board of Directors of IMC Global Inc., formerly known as IMC Fertilizer Group, Inc. (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend was payable on July 12, 1989 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Junior Participating Preferred Stock, Series C, par value $1.00 per share (the "Preferred Shares"), of the Company, at a price of $150 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of June 21, 1989, as amended (the "Rights Agreement"), between the Company and The First National Bank of Chicago, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person"), have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of the Summary of Rights attached thereto. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" has become such inadvertently and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," then such Person shall not be deemed to be an "Acquiring Person" for any purpose under the Agreement. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 21, 1999 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights, options or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one- hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 100 times the aggregate payment made to holders of Common Shares. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that, after the Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided, that if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by such person or group of a majority or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one-half of the number of Common Shares which each holder of a Right would have a right to receive upon exercise of a Right after giving effect to the adjustment set forth in Section 11(a)(ii) of the Rights Agreement, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisitions by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not it part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. As of June 21, 1989, there were 26,343,405 Common Shares outstanding. The holder of each Common Share outstanding at the close of business on July 12, 1989 received one Right for each Common Share so held. As long as the Rights are attached to the Common Shares, the Company will issued one Right for each Common Share which becomes outstanding between July 12, 1989 and the Distribution Date so that all such shares will have attached Rights. The Company's Board of Directors has initially reserved for issuance upon exercise of the Rights 3,000,000 Preferred Shares. The Rights have certain anti-taker effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company without conditioning the offer on a substantial number of Rights being acquired. The Rights should not affect any prospective offeror willing to negotiate with the Board of Directors. The Rights will not interfere with any merger or other business combination approved by the Board of Directors because the Board of Directors may, at its option, at any time until such time as a person becomes an Acquiring Person, redeem all but not less than all of the outstanding Rights at the Redemption Price. In addition, certain provisions of the Company's Restated Certificate of Incorporation (the "Restated Certificate") and By- laws may have certain anti-takeover effects. The Restated Certificate provides that: (i) action by stockholders of the Company may be taken only at annual or special meetings and may not be affected by written consent; (ii) the Company may not purchase outstanding Common Shares at a price above the Market Price from a person known by the Company to be a Selling Stockholder (as those terms are defined in the Restated Certificate) without the affirmative vote of a majority of the outstanding Common Shares, unless the purchase is made by the Company on the same terms and as a result of a duly authorized offer to purchase any and all the outstanding Common Shares; and (iii) any Business Combination with an Interested Stockholder (as those terms are defined in the Restated Certificate) requires either an 80% vote of the outstanding shares of voting stock, the affirmative vote of a majority of Disinterested Directors (as defined in the Restated Certificate) or that the transaction satisfy certain fair price criteria. In addition, the By-laws provide that stockholders may make a nomination or nominations for director or may bring up any other matter for stockholder action at a meeting of stockholders only if the stockholder gives appropriate notice to the Company not less than 10 days nor more than 50 days prior to the date of the meeting. Item 2. Exhibits 1 Amendment to Rights Agreement, dated as of August 17, 1995, between IMC Global Inc. and The First National Bank of Chicago 2 Form 8-K (File No. 1-9759) filed with the Commission on August 23, 1995 (without exhibits) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 7, 1995 IMC GLOBAL INC. By: MARSCHALL I. SMITH Marschall I. Smith Senior Vice President, Secretary and General Counsel EX-1 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of August 17, 1995 (this "Amendment"), to the Rights Agreement dated as of June 21, 1989 (the "Rights Agreement"), between IMC Fertilizer Group, Inc., a Delaware corporation (now called "IMC Global Inc.") (the "Company") and The First National Bank of Chicago, a national banking association (the "Rights Agent"). Pursuant to and in compliance with Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and in the Rights Agreement, the parties hereto agree as follows: 1. The definition of "Acquiring Person" set forth in Section 1 of the Rights Agreement is hereby amended by deleting such definition in its entirety and adding the following in lieu thereof: ""Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company or (iv) any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph has become such inadvertently and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph, then such Person shall not be deemed to be an "Acquiring Person" for any purpose of this Agreement." 2. Section 3(a) of the Rights Agreement is hereby amended by deleting "20%" from line 14 thereof and inserting "15%" in lieu thereof. 3. Section 34 of the Rights Agreement is hereby amended by deleting such section in its entirety. 4. The form of Right Certificate attached to the Rights Agreement as Exhibit B is hereby amended by inserting after "June 21, 1989" in line 5 of the first paragraph on page B-1 the phrase "and as amended as of August 17, 1995". 5. The form of Summary of Rights to Purchase Preferred Shares attached to the Rights Agreement as Exhibit C is hereby amended as follows: (i) Line 14 of the first paragraph on page C-1 is amended by deleting such 14th line and inserting in its place "Agreement, as amended as of August 17, 1995 (the "Rights Agreement"), between the Company and The" (ii) Line 4 of the second paragraph appearing on page C-1 is amended by deleting "20%" and inserting "15%" in lieu thereof and Line 10 of such paragraph is amended by deleting "20%"and inserting "15%" in lieu thereof. (iii) Line 3 of the second paragraph appearing on page C-3 is amended by deleting "20%" and inserting "15%" in lieu thereof. (iv) Line 3 of the second paragraph appearing on page C-4 is amended by deleting "20%" and inserting "15% in lieu thereof. (v) The fourth paragraph on page C-4 (including the first four lines appearing on page C-5) is hereby deleted in its entirety. 6. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 7. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. Attest: IMC GLOBAL INC. By: /s/Marschall I. Smith By: /s/ Wendell F. Bueche Marschall I. Smith Wendell F. Bueche Secretary Chairman of the Board Attest: THE FIRST NATIONAL BANK OF CHICAGO By: /s/ Michael R. Phalen By: /s/ R. Wiencek Michael R. Phalen R. Wiencek Vice President Assistant Vice President EX-2 3 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 17, 1995 IMC GLOBAL INC. (Exact name of registrant as specified in charter) Delaware 1-9759 36-3492467 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2100 Sanders Road, Northbrook, IL 60062 (Address of principal executive offi (Zip Code) Registrant's telephone number, including area code (708) 272-9200 Item 5. Other Events On August 17, 1995, IMC Global Inc., a Delaware corporation (the "Company"), and The First National Bank of Chicago (the "Rights Agent") amended the Rights Agreement dated as of June 21, 1989 (the "Rights Agreement"), between the Company and the Rights Agent. The Amendment reduces from 20% to 15% the beneficial ownership threshold that results in a person becoming an Acquiring Person under the Rights Agreement and creates an exception to the definition of Acquiring Person for any person who the Board of Directors determines inadvertently became an Acquiring Person and who promptly divests a sufficient number of shares of the Company's Common Stock so that the person would no longer otherwise constitute an Acquiring Person. The Amendment to the Rights Agreement is filed as Exhibit 4 hereto and is incorporated herein by reference and the foregoing description of the Amendment is qualified in its entirety by reference to such exhibit. A press release of the Company announcing the amendment to the Rights Agreement is filed as Exhibit 20 hereto. Item 7. Exhibits 4. Amendment to the Rights Agreement, dated as of August 17, 1995, between IMC Global Inc. and The First National Bank of Chicago, as Rights Agent. 10. Amendment to the Rights Agreement, dated as of August 17, 1995, between IMC Global Inc. and The First National Bank of Chicago, as Rights Agent, is incorporated by reference to Exhibit 4 hereto. 20. Form of Press Release of IMC Global Inc., dated August 17, 1995. -----END PRIVACY-ENHANCED MESSAGE-----