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): January 24, 1997
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FMC Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-2376 94-0479804
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(Commission File Number) (IRS Employer Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 861-6000
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Item 5. Other Events.
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The purpose of this Current Report on Form 8-K is to file a conformed copy
of an executed U.S. Distribution Agreement (attached hereto as Exhibit 1-a)
executed in connection with the proposed issuance of Medium-Term Notes, Series A
(the "Notes") by the Registrant to be issued pursuant to the Registration
Statement on Form S-3 (File No. 33-62415) filed by the Registrant on September
7, 1995, as amended through the date hereof (the "Registration Statement"),
together with a conformed copy of an executed Indenture (attached hereto as
Exhibit 4-a), a conformed copy of an executed Officers' Certificate (attached
hereto as Exhibit 4-b), forms of the Notes (attached hereto as Exhibit 4-c), the
opinion of Winston & Strawn (attached hereto as Exhibit 10-a) and the consent of
Winston & Strawn (included in Exhibit 10-a) for incorporation into the
Registration Statement.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Number Description
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1-a Conformed copy of executed U.S. Distribution Agreement
dated January 24, 1997 between the Registrant and the
agents named therein.
4-a Conformed copy of executed Indenture dated as of July
1, 1996 between the Registrant and Harris Trust and
Savings Bank, as trustee.
4-b Form of Officers' Certificate dated January 24, 1997
establishing the Registrant's Medium-Term Notes, Series
A.
4-c Forms of Notes of the Registrant.
10-a Opinion of Winston & Strawn
23-a Consent of Winston & Strawn (included in its opinion
filed as Exhibit 10-a)
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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.
Date: January 24, 1997 FMC CORPORATION
By: /s/ Robert L. Day
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Title: Secretary
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EXHIBIT INDEX
Page Number
Number Description In This Report
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1-a Conformed copy of executed U.S.
Distribution Agreement dated
January 24, 1997 between the
Registrant and the agents named
therein.
4-a Conformed copy of executed
Indenture dated as of July 1,
1996 between the Registrant and
Harris Trust and Savings Bank,
as trustee.
4-b Form of Officers' Certificate
dated January 24, 1997
establishing the Registrant's
Medium-Term Notes, Series A.
4-c Forms of Notes of the
Registrant.
10-a Opinion of Winston & Strawn
23-a Consent of Winston & Strawn
(included in its opinion filed
as Exhibit 10-a)
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