-----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, SSLfcAW99kkEmTXu71M6GFANNmqvMoDuatAQjaEBeA6TqwwUSlMsgqdFFAQR3T/R 9JMPeMGZUYs1Fv+PTKpHFw== 0001104659-04-030642.txt : 20041015 0001104659-04-030642.hdr.sgml : 20041015 20041015163357 ACCESSION NUMBER: 0001104659-04-030642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041015 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09759 FILM NUMBER: 041081377 BUSINESS ADDRESS: STREET 1: 100 S. SAUNDERS ROAD STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-739-1200 MAIL ADDRESS: STREET 1: 100 S. SAUNDERS ROAD STREET 2: SUITE 300 CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: IMC FERTILIZER GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 a04-11620_28k.htm 8-K

 

UNITED STATES
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):  October 15, 2004

 


 

IMC GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-9759

36-3492467

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

100 South Saunders Road
Suite 300
Lake Forest, Illinois

60045

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (847) 739-1200

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02.   Results of Operations and Financial Condition.

 

On October 15, 2004, the registrant issued the press release attached hereto as Exhibit 99.

 

Item 9.01.   Financial Statements and Exhibits.

 

(c)  Exhibits.

 

The Exhibits to this Report are listed in the Exhibit Index hereto.

 

2



 

SIGNATURES

 

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.

 

 

 

IMC GLOBAL INC.

 

 

 

 

By:

/s/ J. Reid Porter

 

 

J. Reid Porter

 

 

Executive Vice President and
Chief Financial Officer

 

 

 

Date: October 15, 2004

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

 

 

 

99

 

Press release issued October 15, 2004

 

4


EX-99 2 a04-11620_2ex99.htm EX-99

Exhibit 99

 

 

Phosphate Resource Partners

Limited Partnership

 

 

IMC Global Inc.

 

100 South Saunders Road

 

Lake Forest, Illinois 60045-2561

 

847.739.1200

 

 

FOR IMMEDIATE RELEASE

News

 

Release

 

Investor and Media Contact:

Douglas Hoadley

847.739.1826

dahoadley@imcglobal.com

 

 

IMC GLOBAL PROVIDES THIRD QUARTER PRELIMINARY ESTIMATES

 

LAKE FOREST, IL, October 15, 2004 – IMC Global Inc. (NYSE: IGL) and Phosphate Resource Partners Limited Partnership (NYSE: PLP) today announced that although financial results for its third quarter ended September 30, 2004 are not yet final, IMC currently estimates that it will incur a loss for the third quarter due to the impact of three events.  These events include the previously announced termination of a Rock Sales Agreement with U.S. Agri-Chemicals (USAC), the unfavorable impact of a stronger Canadian dollar and the negative impact from three hurricanes in Florida that resulted in an interruption to phosphate rock and concentrates production and high water handling and treatment costs.

 

As reported earlier, IMC Phosphates Company has elected to terminate its Rock Sales Agreement with USAC effective October 1, 2007.   As a result of an obligation to return a previously received payment under the agreement, plus interest charges, less certain credits, IMC will incur a third quarter 2004 charge of approximately 50 cents per share.  However, the return of the payment is not required until the contract is terminated in 2007.

 

IMC’s third quarter results will include an estimated loss of approximately 13 cents per share due to the impact from three hurricanes in Florida that resulted in lost production of approximately 140,000 tons of granulated product (DAP/MAP/TSP).  In addition, this loss includes a charge for the handling and treatment of water resulting from excessive rainfall from the hurricanes that raised the water levels in certain gypsum stacks and water retention ponds.  IMC’s assessment of the total

 



 

costs of such water handling is ongoing.  The 13 cents per share represents IMC’s best estimate at the current time of the impact of lost production and the expected costs of water treatment based on information currently available.

 

There will also be a non-cash charge in the third quarter of 15 cents per share for the unfavorable impact of a stronger Canadian dollar.

 

Including the three events which total approximately 78 cents per share, IMC preliminarily estimates its loss for the quarter will be in the range of 60 cents per share.

 

The Company indicated that, aside from the one time impact of the Rock Sales Agreement cancellation and the hurricanes, market conditions and earnings improved throughout the quarter and into October.  The phosphate market continues to be tight with low inventories and steady demand supporting continued strong pricing.  PhosChem, the U.S. phosphate export organization, recently signed an agreement with CNAMPGC of China for the purchase of up to 1.9 million metric tonnes in 2005 which indicates world demand may remain strong through next year.

 

The potash market fundamentals also remain strong.  North American potash inventories are historically low and prices continue to rise.  Domestic demand remains strong and IMC announced a $10 per ton domestic potash price increase in September, which is in addition to a $15 per ton price increase announced in June.  In addition, CANPOTEX Limited, the off shore sales association for Saskatchewan potash producers, continues to increase its estimates of off shore sales.

 

IMC has scheduled a special meeting of common shareholders on October 20, 2004 to vote on the proposed merger with the Cargill Fertilizer businesses.  If the merger is approved, the companies are expected to merge on or about October 22 and IMC will no longer be a separate publicly traded company as of the date of the merger.  As a result, IMC does not intend to issue an earnings release or hold an earnings call for the third quarter.  It will file a quarterly report on Form 10-Q for the quarter ended September 30, 2004 with the SEC.

 

With 2003 revenues of $2.2 billion, IMC Global is the world’s largest producer and marketer of concentrated phosphates and potash crop nutrients for the agricultural industry and a leading global provider of feed ingredients for the animal nutrition industry.  For more information, visit IMC Global’s Web site at imcglobal.com.

 

PLP is engaged in the production and sale of phosphate crop nutrients and animal feed ingredients.  For more information, visit the PLP Web site at phosplp.com.

 

###

 



 

Cautionary Information Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding expected quarterly and annual results for 2004, expectations regarding the phosphate market recovery and potash market fundamentals, expectations regarding the proposed transactions with PLP and Cargill Crop Nutrition,estimated costs and the impact of lost production associated with the effect of the three Florida hurricanes, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of IMC Global’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

 

The following factors, among others, could cause actual results to differ from those set forth in IMC Global’s forward-looking statements: increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing regulation in the U.S. and internationally; recovery of the phosphate market; DAP and potash pricing, margins and realizations; the prices of raw materials; regulatory and shareholder approvals of pending  transactions; the cost of maintenance and water handling materials and third party contractors; and costs associated with regulatory compliance with water handling and treatment rules and regulations..  Additional factors that could cause IMC Global’s results to differ materially from those described in the forward-looking statements can be found in the 2003 Annual Report on Form 10-K of IMC Global as amended by Amendment No. 1 on Form 10/K-A,  filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

 

Not a Proxy Solicitation for IMC Global and Cargill Crop Nutrition Combination

 

This communication is not a solicitation of a proxy from any security holder of IMC Global or Cargill, Incorporated. The Mosaic Company (formerly Global Nutrition Solutions, Inc.) has filed a definitive proxy statement/prospectus regarding the proposed transaction with the SEC, which was mailed to IMC Global’s common stockholders on or about September 21, 2004.  Stockholders are urged to read the definitive proxy statement/prospectus regarding the proposed transaction, because it contains important information. Stockholders are able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Cargill and IMC Global, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the definitive proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the definitive proxy statement/prospectus can also be obtained, without charge, by directing a request to IMC Global Inc., 100 South Saunders Road, Lake Forest, Illinois 60045-2561, Attention: Douglas A. Hoadley, or by telephone at (847) 739-1200, email:  dahoadley@imcglobal.com, or to Cargill, Incorporated, 15407 McGinty Road West, MS 25, Wayzata, Minnesota 55391, Attention:  Lori Johnson, or by telephone at (952) 742-6194, email:  lori_johnson@cargill.com.

 

The respective directors and executive officers of Cargill and IMC Global and other persons may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction.  Information regarding such persons and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement/prospectus filed with the SEC on September 20, 2004.

 


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