_____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
or
--
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission File number 1-9569
FMC GOLD COMPANY
(Exact name of registrant as specified in its charter)
Delaware 88-0226676
---------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5011 Meadowood Way, Suite 200, Reno, NV 89502
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (702) 827-3777
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 1, 1995, was $42,232,873. The number of shares of
Registrant's Common Stock, $0.01 par value, outstanding as of that date was
73,484,395.
Documents Incorporated By Reference
-----------------------------------
Document Form 10-K Reference
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Portions of Annual Report to Stockholders for 1994 Parts I and II, Part
III, Item 10 and Part
IV, Item (a)(1) and (2)
Portions of Proxy Statement for 1995 Annual Meeting of Part III
Stockholders
___________________________________________________________________________
Cross-Reference Table of Contents
---------------------------------
The 1994 Annual Report to Stockholders and the 1995 Proxy Statement include all
information required in Parts I, II and III of Form 10-K except for the list of
executive officers of Registrant which appears at the end of Part I. The Cross-
Reference Table of Contents set forth below identifies the source of
incorporated material for each of the 10-K items included in Parts I, II, III
and IV (Items (a)(1) and (2)). Only those sections of the Annual Report to
Stockholders and the Proxy Statement cited in the Cross-Reference Table are part
of the 10-K and filed with the Securities and Exchange Commission.
10-K Item No. Incorporated by Reference From
------------- ------------------------------
PART 1
Item 1. Business
(a) General Development Annual Report to Stockholders,
of Business Inside front cover, pages 1-10,
17-21
(b) Financial Information (Not Applicable)
About Industry
Segments
(c) Narrative Description Annual Report to Stockholders,
of Business Inside front cover, pages 1-10
(d) Financial Information Annual Report to Stockholders,
About Foreign and page 19
Domestic Operations
and Export Sales
Item 2. Properties Annual Report to Stockholders,
Inside front cover, pages 6 and 7
Item 3. Legal Proceedings Annual Report to Stockholders,
pages 19-20
Item 4. Submission of Matters to a Vote (Not Applicable)
of Security Holders
Executive Officers of the Registrant
------------------------------------
The executive officers of FMC Gold Company, together with the offices in FMC
Gold Company presently held by them, their business experience since January 1,
1990, and their ages, are as follows:
Age Office; year of election;
Name 3/1/95 and other information for past 5 years
---- ------ --------------------------------------
Larry D. Brady 52 Chairman of the Board and Chief Executive Officer
of the Company since November, 1991; President of
FMC (93); Executive Vice President of FMC (89-93);
Vice President-Corporate Development of FMC (88)
Brian J. Kennedy 51 President and Chief Operating Officer of FMC Gold
Company (87); Manager, Minerals Division of FMC
(84)
Donald L. Beckwith 48 Vice President-Operations (92); Vice President-
Development (87-92)
Nha D. Hoang 52 Vice President-International (93); Director,
International for FMC (87-93)
Steven E. Baginski 36 Vice President-Finance, Treasurer and Chief
Financial Officer (93); Manager of Business
Planning, Pepsi Co Foods International (92-93);
Chief Financial Officer, Frito-Lay of Hawaii
(89-92)
Robert L. Day 60 Secretary and General Counsel (87); Secretary and
Assistant General Counsel of FMC (87)
Each of the Company's executive officers has been employed by the Company and/or
by FMC Corporation in a managerial capacity for the past five years except for
Mr. Baginski. No family relationship exists between any of the above-listed
officers and there are no arrangements or understandings between any of them and
any other persons pursuant to which they were selected as an officer. All
officers are elected to hold office for one year and until their successors are
elected and qualify.
10-K Item No. Incorporated by Reference From
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Part II
Item 5. Market for Registrant's Annual Report to Stockholders,
Common Equity and Related Inside front cover, pages
Stockholder Matters 13, 15, 19 and 23
Item 6. Selected Financial Data Annual Report to Stockholders,
page 23
Item 7. Management's Discussion Annual Report to Stockholders,
and Analysis of Financial pages 2-10
Condition and Results of
Operations
Item 8. Financial Statements and Annual Report to Stockholders,
Supplementary Data pages 11-21
(including all Schedules
required under Item 14
of Part IV)
Item 9. Changes in and disagreements (Not Applicable)
with Accountants on
Accounting and Financial
Disclosure
Part III
Item 10. Directors and Executive Part I; Proxy Statement for
Officers of the Registrant 1995 Annual Meeting of Stockholders,
pages 1-3; Annual Report to
Stockholders, page 24
Item 11. Executive Compensation Proxy Statement for 1995
Annual Meeting of Stockholders,
pages 6-11
Item 12. Security Ownership of Proxy Statement for 1995
Certain Beneficial Annual Meeting of Stockholders,
Owners and Management pages 3-4
Item 13. Certain Relationships Proxy Statement for 1995
and Related Transactions Annual Meeting of Stockholders,
pages 4-5, Annual Report to Stockholders,
pages 18 and 21
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) Documents filed with this Report
1. Consolidated financial statements of FMC Gold
Company and its subsidiaries are incorporated under Item 8 of this
Form 10-K.
2. All required financial statement schedules are
included in the consolidated financial statements or notes thereto
as incorporated under Item 8 of this Form 10-K.
3. Exhibits: See attached exhibit index, page 7.
(B) Reports On Form 8-K
No reports on Form 8-K were filed during the quarter
ended December 31, 1994.
(C) Exhibits
See Index Of Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FMC GOLD COMPANY
(Registrant)
Brian J. Kennedy
President
By Steven E. Baginski
--------------------
Steven E. Baginski
(Attorney-in-Fact)
Date: March 29, 1995
Pursuant to the Requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
LARRY D. BRADY* Chairman of the Board, Chief Executive
------------------------------ Officer and Director
Larry D. Brady
STEVEN E. BAGINSKI* Vice President-Finance, Principal Financial Officer and
------------------------------ Principal Accounting Officer
Steven E. Baginski
ROBERT N. BURT* Director
-------------------------------
Robert N. Burt
PAUL L. DAVIES, JR.* Director
-------------------------------
Paul L. Davies, JR.
NHA D. HOANG* Director
-------------------------------
Nha D. Hoang
BRIAN J. KENNEDY* Director
-------------------------------
Brian J. Kennedy
EDMUND W. LITTLEFIELD* Director
-------------------------------
Edmund W. Littlefield
*By STEVEN E. BAGINSKI March 29, 1995
-------------------------------
Steven E. Baginski
Attorney-in-Fact
INDEX TO EXHIBITS FILED
WITH OR INCORPORATED BY
REFERENCE INTO FORM 10-K
OF FMC GOLD COMPANY
FOR YEAR ENDED DECEMBER 31, 1994
--------------------------------
EXHIBIT NO. SEQUENTIAL
THIS 10-K EXHIBIT DESCRIPTION PAGE NO.
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3.1 Certificate of Incorporation of the Company,
as amended (incorporated by reference to
Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (No. 33-14429)) .............. N/A
3.2 By-Laws of the Company (incorporated
by reference to Exhibit 3.2 to the
Company's Registration Statement on Form
S-1 (No. 33-14429)) ................................ N/A
4.1 Form of certificate representing Shares
of Common Stock of the Company
(incorporated by reference to Exhibit
4.1 to the Company's Registration
Statement on Form S-1 (No. 33-14429)) .............. N/A
10.1 Management Services Agreement between
the Company and FMC (incorporated by
reference to Exhibit 10.1 to the
Company's Registration Statement on
Form S-1 (No. 33-14429)) .......................... N/A
10.2 Amendment No. 1 to Management Services
Agreement between the Company and
FMC (incorporated by reference to Exhibit
10 to the Company's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1987) ............................... N/A
10.3 Amendment No. 2 to Management Services
Agreement between the Company and FMC
(incorporated by reference to Exhibit
10.3 to the Company's Form 10-K for 1990) .......... N/A
10.4 Tax Sharing Agreement between the
Company and FMC dated April 1, 1994 ................ 10
10.5 Addendum to Tax Sharing Agreement
dated April 1, 1994 between the Company
and FMC ........................................... 16
10.6 Bill of Sale, Purchase and Assumption
Agreement between the Company and FMC
(incorporated by reference to Exhibit
10.3 to the Company's Registration
Statement on Form S-1 (No. 33-14429)) .............. N/A
10.7 Joint Venture Agreement between
Freeport Exploration Company and FMC
Corporation (incorporated by reference
to Exhibit 10.4 to the Company's
Registration Statement on Form S-1
(No. 33-14429)) ................................... N/A
10.8* FMC Corporation Salaried Employees' Retirement
Plan, as amended and restated January 1,
1995 (incorporated by reference from
Exhibit 10.4 to the Form 10-K filed by
FMC on March 29, 1995) ............................ N/A
10.9* FMC Corporation 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 by FMC on March 27, 1992) .................... N/A
10.10* 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 by
FMC on March 29, 1995) ............................. N/A
10.11* FMC Salaried Employees' Equivalent
Retirement Plan (incorporated by
reference from Exhibit 10.4 to the
Form SE filed by FMC on March 27, 1992) ............ N/A
10.12* FMC Deferred Compensation Equivalent
Retirement and Thrift Plan (incorporated
by reference from Exhibit 10.5 to the
Form SE filed by FMC on March 27, 1992) ............ N/A
10.13* FMC Management Bonus Plan (incorporated
by reference from Exhibit 10.6 to the
Form SE filed by FMC on March 27, 1992) ............ N/A
10.14* FMC Employees' Thrift and Stock Purchase
Trust dated April 1, 1982 (incorporated by
reference from Exhibit 10.7 to the Form SE
filed by FMC on March 27, 1992) ................... N/A
10.15* Amendment to FMC Employees' Thrift and
Stock Purchase Trust dated April 1, 1988
(incorporated by reference from Exhibit
10.8 to the Form SE filed by FMC on
March 27, 1992) .................................... N/A
10.16* FMC Master Trust Agreement between FMC and
Bankers Trust Company (incorporated by
reference from Exhibit 10.9 to the
Form SE filed by FMC on March 27, 1992) ............ N/A
10.17* FMC Gold Company 1988 Long-Term Incentive
Compensation Plan (incorporated by
reference from Exhibit 10.19 to the
Company's Form 10-K for 1989) ...................... N/A
10.18* Agreement and Plan of Merger among
Meridian Minerals Company, Meridian Gold
Company, FMC Gold Company, FMC Corporation
and Burlington Resources, Inc. dated
April 19, 1990 (incorporated by reference
from Exhibit 1 to the Company's Current
Report on Form 8 dated April 19, 1990) ............. N/A
13 Annual Report of FMC Gold Company
for the year ended December 31, 1994............... 18
21 List of Significant Subsidiaries of
the Registrant...................................... 44
23 Consent of Auditors................................. 45
24 Powers of Attorney................................. 46
27 Financial Data Schedule............................ 52
* Indicates a compensatory plan or arrangement.