SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
September 7, 1999
FMC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-4079804
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 861-6000
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Registrant's telephone number,
including area code
PAGE 2
Item 5. Other Events
On September 7, 1999, FMC Corporation issued the following release:
FMC Expects Operating Earnings to be on 10 Percent Growth Track for Full Year;
Company Expects to Announce Lower Third Quarter Operating Earnings, One-Time
Items; Board Authorizes Additional $50 Million Stock Repurchase
CHICAGO, September 7, 1999--FMC Corporation today said that operating earnings
should meet the company's growth objective of 10 percent for the full year, but
issued a caution on third quarter results. Although overall earnings per share
for the third quarter are expected to exceed current estimates--including the
net impact from one-time items--third-quarter operating earnings are likely to
be lower than expected. The company also said it expects to record one-time
items in its fourth-quarter results. FMC also announced that its board of
directors granted the company authority to repurchase an additional $50 million
of its common stock, as market conditions warrant.
According to FMC Chairman and CEO Robert N. Burt: "Overall for the year,
we expect earnings from continuing operations, excluding all one-time items, to
achieve our 10 percent EPS growth goal. We are, however, seeing a shift of
operating earnings from the third to fourth quarter based on low pest pressures
in North America, a shift in shipment patterns, and improving business
fundamentals in the fourth quarter."
Third-quarter operating earnings, excluding one-time items, should be lower
than expected due to low insect infestations in corn and cotton markets,
reflecting extreme weather conditions. The result is a significant fall-off in
insecticide use in the company's North American agricultural markets during the
quarter.
Pre-tax gains on the previously announced sales of its process additives
and bioproducts businesses were $58 million ($45 million after tax). The impact
of these gains should be partially reduced by several write-downs in the third
quarter. FMC has recorded a $20 million impairment ($12 million after tax) to
write down excess assets in its U.S.-based lithium facility. In addition, FMC
will take a charge of $10 million ($7 million after tax) for restructuring and
other one-time costs in several other businesses.
In the fourth quarter, FMC anticipates that its results for industrial
chemicals will be stronger, reflecting continuing cost reduction efforts, higher
soda ash volumes associated with the acquisition of Tg Soda Ash and improved
export demand, as well as higher pricing for hydrogen peroxide. The company
also expects its agricultural products business to report stronger year-over-
year comparisons in the fourth quarter, reflecting lower costs and higher sales
in Asia. In addition, shipment patterns in FMC's machinery businesses are
shifting from the third quarter, with expected strong fourth quarter shipments
of booked orders.
PAGE 3
FMC also believes that its previously announced joint venture, combining
the phosphate businesses of FMC and Solutia Inc., will be completed during the
1999 fourth quarter. FMC expects to record its 50 percent share of one-time
restructuring and severance liabilities for that business in the fourth quarter.
FMC expects these actions should help achieve operating synergies and maximize
the venture's cost savings--and profits--in 2000 and beyond. FMC noted that the
$50 million stock repurchase authorization is in addition to the three-year $500
million stock repurchase program announced in August 1997. Since that time, FMC
has re-purchased stock worth approximately $445 million--or approximately 6.6
million shares.
FMC Corporation is one of the world's leading producers of chemicals and
machinery for industry and agriculture. FMC employs approximately 16,000 people
at more than 100 manufacturing facilities and mines in 25 countries. The
company divides its businesses into five segments: Energy Systems, Food and
Transportation Systems, Agricultural Products, Specialty Chemicals, and
Industrial Chemicals.
Safe Harbor Statement under the Private Securities Act of 1995: Statements
in this news release that are forward-looking statements are subject to various
risks and uncertainties concerning specific factors in the corporation's Form
10-K report and other SEC filings. Such information contained herein represents
management's best judgment as of the date hereof based on information currently
available. The corporation does not intend to update this information and
disclaims any legal obligation to the contrary.
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/ J. Paul McGrath
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J. Paul McGrath
Senior vice president, general
counsel and secretary
Date: September 9, 1999