Item 1. Business (a) General Development Annual Report to Stockholders, of Business Inside front cover, pages 1-10, 17-21
(b) Financial Information (Not Applicable) About Industry Segments
(c) Narrative Description Annual Report to Stockholders, of Business Inside front cover, pages 1-10
(d) Financial Information Annual Report to Stockholders, About Foreign and page 19 Domestic Operations and Export Sales
Item 2.
Item 2. Properties Annual Report to Stockholders, Inside front cover, pages 6 and 7
Item 3.
Item 3. Legal Proceedings Annual Report to Stockholders, pages 19-20
Item 4.
Item 4. Submission of Matters to a Vote (Not Applicable) of Security Holders
Executive Officers of the Registrant ------------------------------------
The executive officers of FMC Gold Company, together with the offices in FMC Gold Company presently held by them, their business experience since January 1, 1990, and their ages, are as follows:
Age Office; year of election; Name 3/1/95 and other information for past 5 years ---- ------ --------------------------------------
Larry D. Brady 52 Chairman of the Board and Chief Executive Officer of the Company since November, 1991; President of FMC (93); Executive Vice President of FMC (89-93); Vice President-Corporate Development of FMC (88)
Brian J. Kennedy 51 President and Chief Operating Officer of FMC Gold Company (87); Manager, Minerals Division of FMC (84)
Donald L. Beckwith 48 Vice President-Operations (92); Vice President- Development (87-92)
Nha D. Hoang 52 Vice President-International (93); Director, International for FMC (87-93)
Steven E. Baginski 36 Vice President-Finance, Treasurer and Chief Financial Officer (93); Manager of Business Planning, Pepsi Co Foods International (92-93); Chief Financial Officer, Frito-Lay of Hawaii (89-92)
Robert L. Day 60 Secretary and General Counsel (87); Secretary and Assistant General Counsel of FMC (87)
Each of the Company's executive officers has been employed by the Company and/or by FMC Corporation in a managerial capacity for the past five years except for Mr. Baginski. No family relationship exists between any of the above-listed officers and there are no arrangements or understandings between any of them and any other persons pursuant to which they were selected as an officer. All officers are elected to hold office for one year and until their successors are elected and qualify.
10-K Item No. Incorporated by Reference From ------------- ------------------------------
Part II Item 5.
Item 5. Market for Registrant's Annual Report to Stockholders, Common Equity and Related Inside front cover, pages Stockholder Matters 13, 15, 19 and 23
Item 6.
Item 6. Selected Financial Data Annual Report to Stockholders, Item 7.
Item 7. Management's Discussion Annual Report to Stockholders, and Analysis of Financial pages 2-10 Condition and Results of Operations
Item 8.
Item 8. Financial Statements and Annual Report to Stockholders, Supplementary Data pages 11-21 (including all Schedules required under Item 14 of Part IV)
Item 9.
Item 9. Changes in and disagreements (Not Applicable) with Accountants on Accounting and Financial Disclosure
Part III Item 10.
Item 10. Directors and Executive Part I; Proxy Statement for Officers of the Registrant 1995 Annual Meeting of Stockholders, pages 1-3; Annual Report to Stockholders, page 24
Item 11.
Item 11. Executive Compensation Proxy Statement for 1995 Annual Meeting of Stockholders, pages 6-11
Item 12.
Item 12. Security Ownership of Proxy Statement for 1995 Certain Beneficial Annual Meeting of Stockholders, Owners and Management pages 3-4
Item 13.
Item 13. Certain Relationships Proxy Statement for 1995 and Related Transactions Annual Meeting of Stockholders, pages 4-5, Annual Report to Stockholders, pages 18 and 21
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) Documents filed with this Report
1. Consolidated financial statements of FMC Gold Company and its subsidiaries are incorporated under Item 8 of this Form 10-K.
2. All required financial statement schedules are included in the consolidated financial statements or notes thereto as incorporated under Item 8 of this Form 10-K.
3. Exhibits: See attached exhibit index, page 7.
(B) Reports On Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1994.
(C) Exhibits
See Index Of Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 GOLD COMPANY (Registrant)
Brian J. Kennedy President
By Steven E. Baginski -------------------- Steven E. Baginski (Attorney-in-Fact)
Date: March 29, 1995
Pursuant to the Requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
INDEX TO EXHIBITS FILED WITH OR INCORPORATED BY REFERENCE INTO FORM 10-K OF FMC GOLD COMPANY FOR YEAR ENDED DECEMBER 31, 1994 --------------------------------
EXHIBIT NO. SEQUENTIAL THIS 10-K EXHIBIT DESCRIPTION PAGE NO. ----------- ------------------- ----------
3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (No. 33-14429)) .............. N/A
3.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 33-14429)) ................................ N/A
4.1 Form of certificate representing Shares of Common Stock of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 33-14429)) .............. N/A
10.1 Management Services Agreement between the Company and FMC (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (No. 33-14429)) .......................... N/A
10.2 Amendment No. 1 to Management Services Agreement between the Company and FMC (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1987) ............................... N/A
10.3 Amendment No. 2 to Management Services Agreement between the Company and FMC (incorporated by reference to Exhibit 10.3 to the Company's Form 10-K for 1990) .......... N/A
10.4 Tax Sharing Agreement between the Company and FMC dated April 1, 1994 ................ 10
10.5 Addendum to Tax Sharing Agreement dated April 1, 1994 between the Company and FMC ........................................... 16
10.6 Bill of Sale, Purchase and Assumption Agreement between the Company and FMC (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (No. 33-14429)) .............. N/A
10.7 Joint Venture Agreement between Freeport Exploration Company and FMC Corporation (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (No. 33-14429)) ................................... N/A
10.8* FMC Corporation Salaried Employees' Retirement Plan, as amended and restated January 1, 1995 (incorporated by reference from Exhibit 10.4 to the Form 10-K filed by FMC on March 29, 1995) ............................ N/A
10.9* FMC Corporation Employees' Thrift and Stock Purchase Plan, as revised and restated as of April 1, 1991 (incorporated by reference from Exhibit 10.3 to the Form SE filed by FMC on March 27, 1992) .................... N/A
10.10* Amendments to the FMC Employees' Thrift and Stock Purchase Plan through December 31, 1994 (incorporated by reference from Exhibit 10.6 to the Form 10-K filed by FMC on March 29, 1995) ............................. N/A
10.11* FMC Salaried Employees' Equivalent Retirement Plan (incorporated by reference from Exhibit 10.4 to the Form SE filed by FMC on March 27, 1992) ............ N/A
10.12* FMC Deferred Compensation Equivalent Retirement and Thrift Plan (incorporated by reference from Exhibit 10.5 to the Form SE filed by FMC on March 27, 1992) ............ N/A
10.13* FMC Management Bonus Plan (incorporated by reference from Exhibit 10.6 to the Form SE filed by FMC on March 27, 1992) ............ N/A
10.14* FMC Employees' Thrift and Stock Purchase Trust dated April 1, 1982 (incorporated by reference from Exhibit 10.7 to the Form SE filed by FMC on March 27, 1992) ................... N/A
10.15* Amendment to FMC Employees' Thrift and Stock Purchase Trust dated April 1, 1988 (incorporated by reference from Exhibit 10.8 to the Form SE filed by FMC on March 27, 1992) .................................... N/A
10.16* FMC Master Trust Agreement between FMC and Bankers Trust Company (incorporated by reference from Exhibit 10.9 to the Form SE filed by FMC on March 27, 1992) ............ N/A
10.17* FMC Gold Company 1988 Long-Term Incentive Compensation Plan (incorporated by reference from Exhibit 10.19 to the Company's Form 10-K for 1989) ...................... N/A
10.18* Agreement and Plan of Merger among Meridian Minerals Company, Meridian Gold Company, FMC Gold Company, FMC Corporation and Burlington Resources, Inc. dated April 19, 1990 (incorporated by reference from Exhibit 1 to the Company's Current Report on Form 8 dated April 19, 1990) ............. N/A
13 Annual Report of FMC Gold Company for the year ended December 31, 1994............... 18
21 List of Significant Subsidiaries of the Registrant...................................... 44
23 Consent of Auditors................................. 45
24 Powers of Attorney................................. 46
27 Financial Data Schedule............................ 52
* Indicates a compensatory plan or arrangement.