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 February 9, 1996 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) FMC CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-2376 94-0479804 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 200 East Randolph Drive, Chicago, Illinois 60601 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (312)861-6000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On February 9, 1996 the Board of Directors of FMC Corporation (the "Company") approved amendments to its Shareholder Rights Plan. The amendments to the Plan are described in Item 1 (Description of Registrant's Securities to be Registered) of Form 8A/A dated February 12, 1996 and such description is hereby incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the Amendment dated February 9, 1996 to the Rights Agreement dated as of February 22, 1986 as amended and restated as of February 19, 1988 between the Company and Harris Trust and Savings Bank, as Rights Agent, which is attached as Exhibit 1 hereto and is hereby incorporated herein by reference. Also on February 9, 1996, the Company issued a press release, which is attached hereto as Exhibit 2 and is hereby incorporated herein by reference. Item 7. Financial Statements Pro Forma Financial Information and Exhibits. 1. Amendment dated as of February 9, 1996 to Rights Agreement dated as of February 22, 1986 as amended and restated as of February 19, 1988 between the Company and Harris Trust and Savings Bank. 2. Press Release dated February 9, 1996. SIGNATURE 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. FMC CORPORATION Registrant Date: February 12, 1996 By: /s/ Patrick J. Head -------------------------- Name: Patrick J. Head Title: Vice President