Exhibit 99.1
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Conference Call Script
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Introduction - Eric Norris
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o Good morning and welcome everyone to a discussion of FMC's
announcement that it is selling 3,250,000 shares of common stock
through a transaction with Salomon Smith Barney.
o I would like to remind everyone that our discussion today will
encompass certain statements which are forward-looking and subject to
various risks and uncertainties concerning specific factors summarized
in the corporation's 2001 Form 10-K and other SEC filings. Such
information represents our best judgment as of this moment based on
information currently available. Actual results may vary based upon
these risks and uncertainties.
o Bill Walter, Chairman, President and CEO, will discuss the rationale
for this recent issuance and reasons for the timing of the equity
issuance. Because of restrictions under federal securities laws, we
will not be taking any questions.
o I will now turn the call over now to Bill Walter. Bill,
Bill Walter Comments:
o Thanks Eric, and good morning to all of you. Let me begin by reviewing
the highlights of our recent announcement:
>> FMC has announced the sale of 3,250,000 of common stock to
Salomon Smith Barney in a transaction which commenced shortly
after 4:00PM eastern daylight time on June 5th.
>> Net proceeds will be used to reduce short-term borrowings.
>> This action enhances our financial flexibility and we expect that
it will be followed later this year by a refinancing of portions
of our long-term debt.
o Before I get into the rationale for today's action, let me reiterate
my confidence in the inherent quality of FMC's individual businesses
and our overall portfolio.
o With that said, the rationale for issuing equity is quite
straightforward: we have completed a strategic review of our business
with a view toward concentrating our focus on areas with the greatest
growth potential. In that regard, we will continue to evaluate
opportunities for divestiture of non-strategic businesses. We also
intend to evaluate opportunities for targeted strategic acquisitions
in areas that complement our growth businesses. We believe that
completion of this offering will help us to strengthen our financial
condition and enhance our financial flexibility in carrying out our
strategic plan. By issuing equity, we believe we will be able to act
upon opportunities to grow the company when those opportunities
present themselves. I firmly believe that a more focused company with
greater growth potential is the way to create maximum value out of our
current portfolio.
o We have also taken action to issue equity now because we believe the
market is receptive and the opportunity is right. As you know,
companies and entire
industries that had been foreclosed to the equity market for years are
issuing equity now. A number of chemical companies - RPM, Olin, IMC,
OM Group and Ferro - have issued equity already this year.
o Finally the equity offering is the first step in a larger refinancing
effort. Later this year, we expect to replace a significant amount of
our term debt and our expiring bank revolver. This equity action will
help us maintain our investment grade rating, ultimately allowing us
to secure more favorable rates on all our debt.
o A receptive equity window, the pursuit of our strategic plan, our
desire to refinance our current debt maturities and our belief that we
still have some time yet before we see a significant economic recovery
all have given rise to our decision to issue equity.
o My intent in today's remarks was to indicate how serious we are about
creating growth for the company longer term. I am sure you understand
that in light of the offering , we are constrained in being able to go
into further detail. As always, for questions pertaining to FMC
outside of this offering, please feel free to contact Eric. Thanks for
your time this morning.
o ----END CALL----