PAGE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 6, 1997 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 PAGE 2 This Form 8-K/A amends Form 8-K (dated October 6, 1997 and filed by Registrant on October 8, 1997) by providing (1) additional information regarding Registrant's sale of United Defense, L.P. as required under Item 2, and (2) pro forma financial information and exhibits related to such sale as required under Items 7(b) and (c), respectively. Item 2. Acquisition or Disposition of Assets On August 25, 1997, FMC Corporation (the "company" or "FMC"), Harsco Corporation, Harsco UDLP Corporation (together with Harsco Corporation, "Harsco"), and Iron Horse Acquisition Corp., an affiliate of The Carlyle Group ("Carlyle"), signed a definitive agreement for the sale of United Defense, L.P. ("United Defense" or "UDLP") and certain other assets to Carlyle for approximately $850 million. The transaction closed on October 6, 1997. FMC was the managing general partner and 60 percent owner of United Defense, which was formed in 1994 by combining FMC's Defense Systems Group with Harsco's BMY Combat Systems Division. Harsco owned the remaining 40 percent of UDLP. United Defense supplies ground combat and naval weapons systems for the U.S. and military customers around the world. The sale proceeds consist of approximately $800 million cash, to be adjusted based on certain audited closing balance sheet items as of October 6, 1997, and a $50 million note payable to FMC by Carlyle upon the finalization of certain international joint venture agreements. Of the estimated proceeds, FMC will receive $460 million cash (subject to adjustment) and the note, which FMC expects to collect in 1998. In addition to its interest in the UDLP joint venture, FMC also sold to Carlyle as part of UDLP its wholly-owned Corporate Technology Center ("CTC"). FMC also agreed to contract for certain research services with CTC in the future. FMC also transferred approximately 94 of its CTC, corporate legal and defense audit staff to UDLP in conjunction with the disposition of UDLP. These staff primarily performed defense-related duties while at FMC. After deducting its investment in UDLP and providing for transaction costs, results reported by UDLP during the pre-sale period subsequent to the measurement date, valuation reserves against certain retained properties, and other costs, FMC estimates it will recognize a gain of approximately $300 million ($170 million after tax) during the fourth quarter of 1997. As previously discussed, such estimates are subject to final audits and resolution of closing issues in accordance with the sales contract. FMC has not determined the ultimate use of the sale proceeds, but currently expects to use cash received to retire variable rate debt or commercial paper, contribute towards a recently-announced common stock repurchase program, and/or invest in short-term instruments. Item 7. Financial Statements and Exhibits (b) The following unaudited, pro forma consolidated financial statements are filed with this report: Pro Forma Consolidated Statements of Income: For the Year Ended December 31, 1996............................ Page 4 For the Year Ended December 31, 1995............................ Page 5 For the Year Ended December 31, 1994............................ Page 6 For the Six Months Ended June 30, 1997.......................... Page 7 For the Six Months Ended June 30, 1996.......................... Page 8 Pro Forma Condensed Consolidated Balance Sheet at June 30, 1997............................................................. Page 9 Notes to the Unaudited Pro Forma Consolidated Financial Statements....................................................... Page 10 PAGE 3 The unaudited, pro forma consolidated financial statements are presented for informational purposes only and do not purport to be indicative of the results of operations which would actually have been obtained if the transaction had occurred in the periods indicated below or which may exist or be obtained in the future. The ultimate use of the proceeds may differ from the assumptions used herein. The unaudited, pro forma consolidated statements of income for the years ended December 31, 1996, 1995 and 1994, and the six months ended June 30, 1997 and 1996, give effect to: i. the elimination of the results of operations of United Defense, L.P., a partnership owned 60% by FMC, and certain related operations, which were sold as described in Item 2 and in the accompanying notes, and ii. the related pro forma adjustments described in the accompanying notes. The pro forma results of operations are presented assuming that the disposition had been completed as of the beginning of the respective periods. These statements include all material adjustments necessary to restate the historical results to accommodate these assumptions. The unaudited, pro forma, condensed, consolidated balance sheet as of June 30, 1997 gives effect to the sale of United Defense, L.P. and certain related operations and the related pro forma adjustments described in Item 2 and the accompanying notes. The balance sheet is presented as though the transaction had occurred on June 30, 1997. These statements should be read in conjunction with the historical financial statements and accompanying notes of the Registrant, as previously filed. PAGE 4 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Consolidated Statement of Income (Unaudited) - ------------------------------------------------------ Year Ended December 31, 1996 - ---------------------------- (In millions, except per share data) - ------------------------------------ Pro Forma ----------------------------- Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ------------- ------------- -------------- ------------ ----------- Revenue: Sales $4,969.4 $1,018.8 $3,950.6 Other revenue 111.2 31.6 79.6 -------- -------- -------- Total revenue 5,080.6 1,050.4 4,030.2 -------- -------- -------- Costs and expenses: Cost of sales 3,726.0 796.7 2,929.3 Selling, general and administrative expenses 692.7 106.8 585.9 Research and development 189.4 12.9 176.5 -------- -------- -------- Total costs and expenses 4,608.1 916.4 3,691.7 -------- -------- -------- Income from continuing operations before minority interests, net interest expense and income taxes 472.5 134.0 338.5 Minority interests 56.9 47.2 9.7 Net interest expense 93.0 - $(20.6) 2.C. 72.4 -------- -------- ------ -------- Income from continuing operations before income taxes 322.6 86.8 20.6 256.4 Provision for income taxes 104.5 31.5 8.3 2.C. 81.3 -------- -------- ------ -------- Income from continuing operations $ 218.1 $ 55.3 $ 12.3 $ 175.1 ======== ======== ====== ======== Earnings per common share from continuing operations $ 5.73 $ 4.60 ======== ======== Average number of shares 38.1 38.1 ======== ======== See notes to pro forma consolidated financial statements. PAGE 5 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Consolidated Statement of Income (Unaudited) - ------------------------------------------------------ Year Ended December 31, 1995 - ---------------------------- (In millions, except per share data) - ------------------------------------ Pro forma ------------------------------ Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ------------- ------- ----------- -------- --------- Revenue: Sales $4,450.8 $968.2 $3,482.6 Other revenue 56.9 21.4 35.5 -------- ------ -------- Total revenue 4,507.7 989.6 3,518.1 -------- ------ -------- Costs and expenses: Cost of sales 3,267.3 726.8 2,540.5 Selling, general and administrative expenses 631.3 98.1 533.2 Research and development 187.8 12.4 175.4 Restructuring and other charges 134.5 - 134.5 -------- ------ -------- Total costs and expenses 4,220.9 837.3 3,383.6 -------- ------ -------- Income from continuing operations before minority interests, net interest (income) expense, gain on sale of FMC Wyoming stock and income taxes 286.8 152.3 134.5 Minority interests 58.7 53.6 5.1 Net interest (income) expense 74.6 (1.8) $(22.9) 2.C. 53.5 Gain on sale of FMC Wyoming stock 99.7 - - 99.7 -------- ------ ------ -------- Income from continuing operations before income taxes 253.2 100.5 22.9 175.6 Provision for income taxes 35.7 37.7 9.2 2.C. 7.2 -------- ------ ------ -------- Income from continuing operations $ 217.5 $ 62.8 $ 13.7 $ 168.4 ======== ====== ====== ======== Earnings per common share from continuing operations $ 5.77 $ 4.47 ======== ======== Average number of shares 37.7 37.7 ======== ======== See notes to pro forma consolidated financial statements. PAGE 6 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Consolidated Statement of Income (Unaudited) - ------------------------------------------------------ Year Ended December 31, 1994 - ---------------------------- (In millions, except per share data) - ------------------------------------ Pro forma ------------------------------ Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ---------- ------- ----------- -------- --------- Revenue: Sales $3,949.9 $1,080.5 $2,869.4 Other revenue 39.4 10.5 28.9 -------- -------- -------- Total revenue 3,989.3 1,091.0 2,898.3 Costs and expenses: Cost of sales 2,874.0 798.6 2,075.4 Selling, general and administrative expenses 568.4 108.0 460.4 Research and development 166.8 16.3 150.5 -------- -------- -------- Total costs and expenses 3,609.2 922.9 2,686.3 -------- -------- -------- Income from continuing operations before minority interests, net interest (income) expense and income taxes 380.1 168.1 212.0 Minority interests 61.3 59.7 1.6 Net interest (income) expense 57.1 (2.4) $(22.9) 2.C. 36.6 -------- -------- ------ -------- Income from continuing operations before income taxes 261.7 110.8 22.9 173.8 Provision for income taxes 85.5 43.9 9.2 2.C. 50.8 -------- -------- ------ -------- Income from continuing operations $ 176.2 $ 66.9 $ 13.7 $ 123.0 ======== ======== ====== ======== Earnings per common share from continuing operations $ 4.73 $ 3.31 ======== ======== Average number of shares 37.2 37.2 ======== ======== See notes to pro forma consolidated financial statements. PAGE 7 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Consolidated Statement of Income (Unaudited) - ------------------------------------------------------ Six Months Ended June 30, 1997 - ------------------------------ (In millions, except per share data) - ------------------------------------ Pro forma ------------------------------ Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ---------- ------- ----------- -------- --------- Revenue: Sales $2,735.8 $608.6 $2,127.2 Other revenue 40.0 11.9 28.1 -------- ------ -------- Total revenue 2,775.8 620.5 2,155.3 -------- ------ -------- Costs and expenses: Cost of sales 2,065.1 481.5 1,583.6 Selling, general and administrative expenses 363.3 45.9 317.4 Research and development 89.3 6.3 83.0 -------- ------ -------- Total costs and expenses 2,517.7 533.7 1,984.0 -------- ------ -------- Income from continuing operations before minority interests, net interest expense and income taxes 258.1 86.8 171.3 Minority interests 40.6 35.4 5.2 Net interest expense 58.8 - $(10.5) 2.C. 48.3 -------- ------ ------ -------- Income from continuing operations before income taxes 158.7 51.4 10.5 117.8 Provision for income taxes 46.0 20.6 4.2 2.C. 29.6 -------- ------ ------ -------- Income from continuing operations $ 112.7 $ 30.8 $ 6.3 $ 88.2 ======== ====== ====== ======== Earnings per common share from continuing operations $ 2.95 $ 2.31 ======== ======== Average number of shares 38.2 38.2 ======== ======== See notes to pro forma consolidated financial statements. PAGE 8 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Consolidated Condensed Statement of Income (Unaudited) - ---------------------------------------------------------------- Six Months Ended June 30, 1996 - ------------------------------ (In millions, except per share data) - ------------------------------------ Pro forma ----------------------------- Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ---------- ------- ----------- -------- --------- Revenue: Sales $2,345.0 $510.1 $1,834.9 Other revenue 54.9 30.3 24.6 -------- ------ -------- Total revenue 2,399.9 540.4 1,859.5 Costs and expenses: Cost of sales 1,744.8 401.4 1,343.4 Selling, general and administrative expenses 325.7 51.0 274.7 Research and development 89.3 6.0 83.3 -------- ------ -------- Total costs and expenses 2,159.8 458.4 1,701.4 -------- ------ Income from continuing operations before minority interests, net interest expense and income taxes 240.1 82.0 158.1 Minority interests 35.5 31.4 4.1 Net interest expense 45.3 - $(10.3) 2.C. 35.0 -------- ------ ------ -------- Income from continuing operations before income taxes 159.3 50.6 10.3 119.0 Provision for income taxes 45.1 16.6 4.1 2.C. 32.6 -------- ------ ------ -------- Income from continuing operations $ 114.2 $ 34.0 $ 6.2 $ 86.4 ======== ====== ====== ======== Earnings per common share from continuing operations $ 3.00 $ 2.27 ======== ======== Average number of shares 38.0 38.0 ======== ======== See notes to pro forma consolidated financial statements. PAGE 9 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Pro Forma Condensed Consolidated Balance Sheet (Unaudited) - ---------------------------------------------------------- June 30, 1997 - ------------- (In millions, except share and per share data) Pro forma ----------------------- Historical Defense FMC FMC Segment Adjustments Footnote Pro Forma ----------- ------- ----------- -------- --------- Assets: Current assets: Cash and cash equivalents $ 105.6 $ - $ (55.1) 2.G. $ 50.5 Trade receivables, net of allowance of $11.7 (pro forma $11.6) 985.2 (68.0) 917.2 Inventories 893.4 (344.9) 548.5 Other current assets 159.2 (7.9) 50.0 2.E. 201.3 Deferred income taxes 80.5 - 9.6 2.F. 90.1 -------- ------- ------- -------- Total current assets 2,223.9 (420.8) 4.5 1,807.6 Investments 52.5 (3.6) 48.9 Net assets of discontinued operation - 95.6 (95.6) 2.A. - Net property, plant and equipment at cost 1,958.1 (115.1) 1,843.0 Goodwill and intangible assets 470.1 (28.9) 441.2 Other assets and deferred income taxes 288.3 (39.3) 14.1 2.F. 263.1 -------- ------- ------- -------- Total assets $4,992.9 $(512.1) $ (77.0) $4,403.8 ======== ======= ======= ======== Liabilities and Stockholders' Equity: Current liabilities: Short-term and current debt $ 387.9 $ - $ 387.9 Accounts payable, trade and other 945.7 (344.2) 601.5 Accrued and other current liabilities and taxes payable 614.5 (70.9) $ 177.7 2.F. 721.3 -------- ------- ------- -------- Total current liabilities 1,948.1 (415.1) 177.7 1,710.7 Long-term debt, less current portion 1,315.1 - (460.0) 2.C. 855.1 Accrued pension and other liabilities 490.8 (11.3) 479.5 Reserve for discontinued operations 174.8 - 35.3 2.D. 210.1 Minority interests in consolidated companies 144.2 (85.7) 58.5 Stockholders' equity: Preferred stock, no par value, authorized 5,000,000 shares; no shares issued - - - Common stock, $0.10 par value, authorized 60,000,000 shares; issued 37,664,542 3.8 - 3.8 Capital in excess of par value 129.2 - 129.2 Retained earnings 919.5 - 170.0 2.B. 1,089.5 Foreign currency translation adj. (113.0) - (113.0) Treasury stock, common at cost; 452,891 shares (19.6) - (19.6) -------- ------- ------ -------- Total stockholders' equity 919.9 - 170.0 1,089.9 -------- ------- ------ -------- Total liabilities and stockholders' equity $4,992.9 $(512.1) $(77.0) $4,403.8 ======== ======= ====== ======== See accompanying notes to pro forma consolidated financial statements. PAGE 10 FMC Corporation and Consolidated Subsidiaries - --------------------------------------------- Notes to Unaudited Pro Forma Consolidated Financial Statements - -------------------------------------------------------------- Note 1: Basis of Presentation - ------------------------------ The accompanying pro forma financial statements are presented in accordance with Article 11 of Regulation S-X. The unaudited, pro forma consolidated statements of income for the years ended December 31, 1996, 1995 and 1994, and the six months ended June 30, 1997 and 1996, were prepared assuming the disposition of the company's 60% interest in United Defense, L.P. had been completed as of the beginning of the respective periods. The unaudited, pro forma condensed, consolidated balance sheet as of June 30, 1997 assumes the transaction had been completed on June 30, 1997. The unaudited, pro forma consolidated financial statements were prepared based upon historical financial information from the consolidated FMC and United Defense, L.P. financial statements as of and for the periods indicated above. The unaudited, pro forma, consolidated financial statements should be read in conjunction with the historical, consolidated financial statements of FMC Corporation, as previously filed. Note 2: Pro Forma Adjustments - ------------------------------ The following pro forma adjustments have been made to the pro forma consolidated financial statements: A. Elimination of the results of operations of the company's Defense Systems segment (which includes United Defense, L.P., a partnership owned 60% by FMC, as described in Item 2), and of the assets, liabilities and net worth attributable to the segment. (See "Defense Segment" column on pro forma consolidated financial statements.) B. Assumed after-tax gain on the transaction estimated at $170 million at June 30, 1997, noting that such gain amount is estimated based on final proceeds to be determined in accordance with the sale agreement and subject to audit, which amount has not yet been finalized. The pro forma condensed, consolidated balance sheet reflects the estimated after-tax gain on the sale only to the extent it affects the company's equity at June 30, 1997. C. Assumed after-tax proceeds from the transaction of $375 million for each period presented, noting that such proceeds are estimated based on final proceeds determined in accordance with the sale agreement and subject to post-closing audit, which amount has not yet been finalized. Use of the net cash proceeds from the sale to reduce FMC's long-term debt outstanding under its revolving term credit facility, commercial paper obligations and other debt issues, and the related income tax effect; reduction in related interest expense is based on the weighted average rates of interest associated with specific debt assumed to be paid of 5.6%, 5.5%, 6.1% and 6.1% in 1997, 1996, 1995 and 1994, respectively. D. Recognition of liabilities associated with the discontinued Defense Systems segment. E. Recognition of a $50 million short-term note receivable from the buyer. F. Recognition of accrued liabilities related to closing and other costs, and of income tax payable and deferred income taxes on the transaction. G. Payment of intercompany loan of $55.1 million. PAGE 11 (c) See Exhibit Index PAGE 12 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 thereunto duly authorized. FMC CORPORATION By /s/ Michael J. Callahan ------------------------------- Michael J. Callahan Executive Vice President and Chief Financial Officer Date: October 16, 1997 PAGE 13 Exhibit Index Number in Exhibit Table Description - ------------- ----------- 2.1 Purchase Agreement, dated as of August 25, 1997, by and among FMC Corporation, Harsco Corporation, Harsco UDLP Corporation and Iron Horse Acquisition Corp. 10.1 Supplemental Agreement No. 1 to Purchase Agreement, dated as of August 25, 1997, by and among FMC Corporation, Harsco Corporation, Harsco UDLP Corporation and Iron Horse Acquisition Corp. (confidential portions omitted pursuant to a Confidential Treatment Request separately filed with the Commission). 10.2 Allocation and Contribution Agreement, dated as of August 25, 1997, by and among FMC Corporation, Harsco Corporation and Harsco UDLP Corporation (confidential portions omitted pursuant to a Confidential Treatment Request separately filed with the Commission).