UNITED STATES
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): October 20 22, 2004

~~IMC~~MOSAIC GLOBAL HOLDINGS INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware	1-9759	36-3492467
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

100 South Saunders Road Suite 300 Lake Forest, Illinois	60045
Delaware	1-9759	36-3492467
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 South Saunders Road Suite 300 Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 739-1200

~~Not~~IMC Global ~~Applicable (Former Name or Former Address, if Changed Since Last Report)~~Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.01. ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

On October 20 22, 2004, pursuant to the Agreement and Plan of Merger and Contribution dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.) (the “~~IMC~~Company”), ~~entered~~Global Nutrition ~~into~~Solutions, ~~amendments~~Inc. to(now ~~the~~known ~~executive~~as ~~severance~~The Mosaic Company) (“Mosaic”), GNS ~~agreements~~Acquisition Corp., Cargill, Incorporated (“Cargill”) and ~~key~~Cargill ~~manager~~Fertilizer, Inc., ~~severance~~as ~~agreements~~amended by Amendment No. 1 to Agreement and Plan of ~~certain~~Merger ~~officers~~and Contribution, dated as of ~~IMC~~June 15, 2004, and as subsequently amended by ~~described~~Amendment ~~below~~No. ~~The~~ ~~following~~2 to Agreement and Plan of Merger and Contribution, dated as of ~~descriptions~~October 18, 2004 (the “Merger and Contribution Agreement”), (i) GNS Acquisition Corp., a wholly owned subsidiary of Mosaic, merged with and into the ~~amendments~~Company (the ~~are~~“Merger”), ~~qualified~~with the Company surviving the Merger and (ii) Cargill and certain of its affiliates (the “Cargill Contributing Corporations”) contributed equity interests in ~~their~~certain ~~entirety~~entities byowning ~~reference~~all toor substantially all of Cargill’s fertilizer businesses (the ~~full~~“Contribution” ~~text~~and, together with the Merger, the “Transactions”). Upon completion of ~~such~~the ~~amendments~~Merger, ~~copies~~the Company became a wholly owned subsidiary of ~~which~~Mosaic, ~~are~~resulting ~~filed~~in asa ~~exhibits~~change ~~hereto~~of control of ~~and~~the ~~are~~Company. In ~~incorporated~~addition, byat ~~reference~~the effective ~~herein~~time of the Merger, the Company’s corporate name was changed from IMC Global Inc. to Mosaic Global Holdings Inc.

~~The~~Pursuant ~~executive~~to ~~severance agreements~~the ~~between~~Merger, ~~IMC~~each ~~and~~outstanding ~~each~~share of J.the Company’s ~~Reid~~common ~~Porter~~stock, ~~IMC’s~~par ~~Executive~~value ~~Vice President~~$1.00 ~~and~~per ~~Chief~~share ~~Financial~~(“Company ~~Officer~~Common Stock”), ~~Mary~~was ~~Ann~~converted ~~Hynes,~~into ~~IMC’s~~and ~~Senior~~became ~~Vice~~the right to receive one ~~President~~share ~~and~~of ~~General~~common ~~Counsel~~stock, Cpar value $.01 ~~Steven~~per ~~Hoffman~~share, ~~IMC’s~~of ~~President,~~Mosaic ~~Sales~~(“Mosaic ~~and~~Common ~~Marketing~~Stock”). In addition, ~~and~~in ~~Stephen~~the P.Merger ~~Malia,~~each outstanding ~~IMC~~share of the Company’s ~~Senior~~7.50% ~~Vice~~Mandatory ~~President~~Convertible Preferred Shares, ~~Human~~par ~~Resources~~value $1.00 per share (“Company Preferred Stock”), was converted ~~were~~into ~~each~~and ~~amended~~became the right to ~~prohibit,~~receive ~~for~~one ~~three~~share ~~years~~of ~~following~~Mosaic’s ~~termination~~7.50% ~~(as~~Mandatory ~~defined~~Convertible inPreferred ~~such~~Shares, ~~agreements)~~par value $.01 per share. As consideration for the Contribution, the Cargill ~~solicitation~~Contributing byCorporations ~~such~~received ~~executive~~shares of ~~any~~Mosaic ~~employee~~Common Stock orrepresenting ~~agent~~approximately 66.5% of ~~IMC~~the onoutstanding ~~behalf~~shares of ~~any~~Mosaic ~~business~~Common Stock ~~that~~(after isgiving ~~not~~effect ~~affiliated~~to ~~with~~the ~~IMC~~Transactions), in addition to 5,458,955 ~~(whether~~shares orof ~~not~~Mosaic’s ~~such~~Class ~~business~~B iscommon instock, ~~competition~~par ~~with~~value ~~IMC)~~$.01 per share. Following consummation of the Transactions, the holders of Company Common Stock own approximately 33.5% of the outstanding shares of Mosaic Common Stock.

~~The~~In ~~key manager severance agreement between IMC and E. Paul Dunn~~addition, ~~Jr.,~~as ~~IMC’s Vice President Finance and Treasurer, was amended to include~~ a ~~three-year~~result ~~prohibition against solicitation~~ of ~~agents and employees following termination (as defined in such agreement) similar to that described in~~ the ~~previous~~Merger, ~~paragraph~~trading ~~and to extend the term~~ of anshares ~~existing prohibition against solicitation~~ of ~~customers~~Company ~~from~~Common ~~one~~Stock ~~year~~and ~~following termination~~Company toPreferred ~~three~~Stock ~~years~~on ~~following~~the ~~termination. The~~New ~~key manager severance agreement between~~York ~~IMC~~Stock ~~and~~Exchange ~~Robert M. Qualls, IMC’s Vice President~~ and ~~Controller~~, ~~was~~in ~~amended~~the ~~to include~~case ~~a two-year prohibition against solicitation~~ of ~~agents~~Company ~~and~~Common ~~employees following~~Stock, ~~termination~~on ~~(as defined in such agreement) similar to that described in~~ the ~~previous~~Chicago ~~paragraph~~Stock Exchange, toceased ~~extend~~as ~~the term~~ of anthe ~~existing~~conclusion ~~prohibition against solicitation~~ of ~~customers~~market ~~from~~trading ~~one~~hours ~~year~~on toOctober ~~two~~22, ~~years following~~2004 ~~termination~~ and tosuch ~~extend~~shares ~~the~~will ~~period~~no ~~after~~longer ~~termination~~be ~~that~~registered ~~Mr.~~under ~~Qualls~~the ~~may exercise~~Securities ~~stock~~Exchange ~~options~~Act of ~~from one year to two years. In addition~~1934, ~~Mr.~~as ~~Qualls’ key manager severance agreement was~~ amended ~~to clarify ambiguities with respect to prior amendments relating to Mr~~. ~~Qualls’ lump sum severance payment and the continuation of Mr. Qualls’ benefits after termination.~~

~~Item~~In 9connection with the execution of the Merger and Contribution Agreement, Cargill and Mosaic also entered into an Investor Rights Agreement, dated as of January 26, 2004 (the “Investor Rights Agreement”), which was amended on October 22, 2004 to add as parties thereto the Cargill Contributing Corporations other than Cargill.01 The Investor Rights Agreement provides for, among other things, Cargill and the Company to designate seven and four director nominees, respectively, with respect to each election of Mosaic’s board of directors during the four-year period following completion of the Transactions. A ~~Financial~~copy ~~Statements~~of the Investor Rights Agreement was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated January 27, 2004, and ~~Exhibits~~is incorporated herein by reference.

~~(c) Exhibits.~~2

~~The Exhibits to this Report are listed in the Exhibit Index hereto.~~SIGNATURES

2Pursuant 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.

SIGNATURES

	MOSAIC GLOBAL HOLDINGS INC.

	By:	/s/ Robert M. Qualls
		Robert M. Qualls
		Vice President and Controller

Date: October 25, 2004

~~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.~~3

	IMC GLOBAL INC.
	By:	/s/ J. Reid Porter
		Name:	J. Reid Porter
		Title:	Executive Vice President and Chief Financial Officer
Date: October 20, 2004

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
10.1		Amendment to Executive Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and J. Reid Porter
10.2		Amendment to Executive Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and C. Steven Hoffman
10.3		Amendment to Executive Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and Mary Ann Hynes
10.4		Amendment to Executive Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and Stephen P. Malia
10.5		Amendment to Key Manager Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and E. Paul Dunn, Jr.
10.6		Amendment to Key Manager Severance Agreement, dated as of October 20, 2004, between IMC Global Inc. and Robert M. Qualls

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