Exhibit 4-a
FMC CORPORATION
Officers' Certificate
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Michael J. Callahan, Executive Vice President and Chief Financial Officer,
and Robert L. Day, Secretary, of FMC Corporation, a Delaware corporation (the
"Company"), each hereby certify that we are duly authorized to, and do hereby,
deliver this certificate to Harris Trust and Savings Bank (the "Trustee"), as
Trustee under the Indenture dated as of July 1, 1996 (the "Indenture"), that
attached hereto as Exhibit 1 are the resolutions duly adopted by an Offering
Committee appointed by the Board of Directors of the Company establishing the
Company's 7 3/4% Senior Debentures Due 2011 (the "Debentures") pursuant to
Section 2.3 of the Indenture and a form of the Debentures duly adopted by said
Offering Committee and that:
(a) Each of us has read the conditions in the Indenture relating to the
authentication and delivery by the Trustee of the Debentures and has read the
definitions in the Indenture relating thereto;
(b) Each of us has examined the Indenture;
(c) Each of us has, in our respective opinions, made such examination and
investigation as is necessary to enable each of us, respectively, to express an
informed opinion as to whether such conditions have been complied with; and
(d) In the opinion of each of us, all such conditions have been complied
with.
* * * * *
Dated: July 2, 1996
FMC CORPORATION
By: /s/ Michael J. Callahan
___________________________
Michael J. Callahan
Executive Vice President
and Chief Financial
Officer
By: /s/ Robert L. Day
___________________________
Robert L. Day
Secretary
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EXHIBIT 1
RESOLUTIONS
OF
FMC CORPORATION
OFFERING COMMITTEE
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RESOLVED, that pursuant to the authority granted this Committee by
resolutions of the Board of Directors of the Company duly adopted on August 31,
1995 and October 20, 1995, in connection with the offering and sale of up to
$500,000,000 in aggregate public offering price of securities of the Company,
this Committee hereby approves the issuance of $100,000,000 aggregate principal
amount of the Company's debt securities which shall be designated as 7 3/4%
Senior Debentures Due 2011 (the "Senior Debentures") and the sale thereof to
Morgan Stanley & Co. Incorporated and Salomon Brothers Inc (the "Underwriters"),
with the following terms and conditions:
(a) the offering price to the public of the Senior Debentures shall be
98.927% of the principal amount thereof, plus accrued interest from July 1,
1996;
(b) the issuance price of the Senior Debentures to the Underwriters shall
be 98.177% of the principal amount thereof, plus accrued interest from July 1,
1996, and the amount of proceeds to be received by the Company from the sale of
the
Senior Debentures shall be $98,198,527.78 (assuming a closing date of July 2,
1996);
(c) the Senior Debentures shall have no sinking fund;
(d) the Senior Debentures shall be redeemable in whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater of
(i) 100% of their principal amount and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
date of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield (as defined in the form of Senior
Debenture attached hereto) plus in each case accrued interest to the date of
redemption;Z
(e) the Senior Debentures shall not be convertible into any other
securities of the Company;
(f) the Senior Debentures shall bear interest at 7 3/4% per annum, payable
January 1 and July 1 each year, commencing January 1, 1997, to persons in whose
names the Senior Debentures are registered at the close of business on the next
preceding December 15 and June 15, respectively;
(g) the Senior Debentures shall have an initial issue date of July 2, 1996,
and shall bear interest from July 1, 1996;
(h) the Senior Debentures shall not be listed on any stock exchange;
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(i) the Senior Debentures shall mature, and the entire principal shall be
payable on July 1, 2011;
(j) the provisions of Sections 10.1(B)(ii) and 10.1(B)(iii) of the
Indenture referred to below relating to defeasance and covenant defeasance shall
apply to the Senior Debentures and the provisions of Article Twelve of the
Indenture shall apply to the Senior Debentures (except that holders of Senior
Debentures to be redeemed shall be entitled to receive notice thereof at least
30 days and not more than 60 days prior to the date fixed for redemption);
(k) the Senior Debentures shall be represented initially by one global
debenture which shall be deposited with, or on behalf of, The Depository Trust
Company (the "Depository"), such global debenture to be registered initially in
the name of a nominee of the Depository, and the Senior Debentures shall be
subsequently issuable in definitive form only in the circumstances described in
the Indenture or the prospectus or prospectus supplement related to the Senior
Debentures; and
(l) the Senior Debentures shall be limited to $100,000,000 aggregate
principal amount to be authenticated and delivered under the Indenture (except
for Senior Debentures authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Senior Debentures pursuant to
Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture).
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FURTHER RESOLVED, that the Company hereby appoints Harris Trust and
Savings Bank to act as trustee (the "Trustee") under the Indenture and that the
Indenture to be dated as of July 1, 1996 between the Company and the Trustee
(the "Indenture") and the form of Senior Debenture, each attached hereto, are
hereby approved, each with such additions thereto, changes and insertions
thereon and deletions therefrom as the officers executing such Indenture and
Senior Debentures shall deem necessary, appropriate or desirable, the authority
of such officers to be conclusively evidenced by their execution thereof;
FURTHER RESOLVED, that the Underwriting Agreement among the Company
and the Underwriters, a form of which is attached hereto, is hereby approved,
with such additions thereto, changes and insertions thereon and deletions
therefrom as the officers executing such documents shall deem necessary,
appropriate or desirable, the authority of such officers to be conclusively
evidenced by their execution thereof; and
FURTHER RESOLVED, that the Company's Prospectus dated November 20,
1995 used in connection with the Senior Debentures, the Company's Preliminary
Prospectus Supplement dated June 25, 1996 used in connection with the Senior
Debentures and the final form of such Prospectus Supplement (so long as it is
consistent with these resolutions) are hereby approved, with such additions and
amendments thereto, changes and insertions thereon and deletions therefrom as
the Company's officers shall deem necessary, appropriate or desirable.
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