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) August 11, 1997 (8/7/97)
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-815 51-0014090
(State or Other Jurisdiction (Commission (I.R.S Employer
of Incorporation) File Number) Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 774-1000
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Item 2. Acquisition or Disposition of Assets
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In connection with Debt and/or Equity Securities that may be offered
on a delayed or continuous basis under Registration Statements on Form S-3
(No. 33-53327, No. 33-61339 and No. 33-60069), we hereby file the following
press release.
Contacts: Tim Martin
Pioneer
(515) 334-6837
Tom Barry
DuPont
(302) 992-6285
Chicago, Aug. 7 -- DuPont and Pioneer Hi-Bred International today
announced an agreement to form a research alliance and separate joint venture
company to speed the discovery, development and delivery of new crops that
benefit farmers, livestock producers and consumers worldwide.
As part of this agreement, DuPont will invest $1.7 billion in Pioneer,
ultimately owning 20 percent of its stock for $104 per share and will have two
of the 15 seats on Pioneer's board of directors. Pioneer will use the
proceeds to buy back its own stock.
The agreement also includes a 16-year standstill and corporate gover-
nance agreement.
"This linkage with DuPont will enable Pioneer, as an independent
company, to team with a leading agricultural technology provider to meet the
changing needs of crop producers and end users of grain and oilseeds," said
Charles S. Johnson, chairman, president and chief executive officer of
Pioneer.
Farmers will benefit from this alliance by being able to grow new,
higher-value crops for specific uses; livestock producers will use grain from
the crops to improve efficiency and product quality; consumers will benefit
from healthier, more nutritious food and food ingredients, as well as from the
long-term prospects of using more products made from renewable resources.
"This alliance with one of the world's leading plant genetics
companies is an investment in the future of biotechnology, and demonstrates
our commitment to continue building DuPont's life sciences businesses in a way
that adds value to shareholders, customers and society at large," said John A.
Krol, president and chief executive officer of DuPont.
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"Life sciences used to be a matter of classical biology, chemistry and
genetics," said Krol, "but today the skills needed to pursue both biotech-
nology and materials businesses based on chemicals and polymers are over-
lapping at a rapid rate. DuPont and Pioneer will integrate DuPont's
recognized strengths in materials sciences and biotechnology with Pioneer's
global strength in corn and oil seed genetics to create a new generation of
products for agriculture."
"Pioneer and DuPont share a vision for a future that includes adding
value to grain and oilseeds for those traditionally involved in food and feed
production, and improving the quality of countless products now based on
commodity grains or petrochemicals. The research capabilities that will be
brought to bear on agricultural products, through this alliance, will be
unparalleled in our industry," said Johnson. "A revolution is underway in
improving crop genetics, which has the potential to benefit everyone. This
venture will be a catalyst for that revolution and will create a premier plant
sciences program."
"The world agriculture market is changing at a terrific pace," said
Johnson. "It is clear Pioneer and DuPont have the people, technology and
access to world crop production systems to anticipate and meet the demands of
this dynamic marketplace."
The alliance will create one of the world's largest private agri-
cultural research and development collaborations. The two companies will
collectively invest more than $400 million in agricultural research next year.
A portion of those budgets will support the joint venture directly, with
collaborative research in genetic modification of corn, soybeans and other
oilseeds to improve their oil, protein and carbohydrate composition. Both
companies also can apply discoveries and technology gained from the alliance
to enhance their traditional products, such as hybrid seeds and crop protec-
tion products.
The equally owned joint venture company, Optimum Quality Grains, will
bring the improved products to customers. The joint venture includes DuPont
Agricultural Products' Quality Grains business and Pioneer's Nutrition
Industry Markets business, both based in Des Moines, Iowa.
William F. Kirk, vice president and general manager of DuPont
Agricultural Products, said the two companies already have complementary
technologies that result in improved quality products. Examples include
DuPont's "Optimum" high-oil corn and high-oleic soybeans, and Pioneer's low
linolenic soybeans, high-oil corn and high-oil sunflower. About one million
acres of "Optimum" high-oil corn will be produced in the United States this
year. This corn contains nearly twice as much oil as traditional corn, which
helps livestock producers improve the quality and efficiency of their feed.
In connection with its investment in Pioneer, DuPont anticipates it
will take a one-time, noncash charge to earnings. This charge involves an
accounting write-off assigned to in-process research and development, and is
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not expected to exceed $1 billion. Going forward, DuPont would expect 1998
earnings dilution of less than two percent. DuPont intends to fund the
transaction with cash flow from operations and borrowings, as appropriate.
In addition to its biotechnology-based business, DuPont Agricultural
Products is a leading world supplier of crop protection products, which are
not part of the alliance. Based in Wilmington, Del., DuPont Agricultural
Products is a business unit of DuPont (NYSE: DD), a global chemical, energy
and life sciences company.
Pioneer Hi-Bred International, Inc., (NYSE: PHB) is a leading world
supplier of agricultural genetics and is a leading integrator of agricultural
technology. Headquartered in Des Moines, Iowa, Pioneer develops, produces and
markets a full line of seeds, microbial products and services to farmers,
grain processors and other customers worldwide.
BT Wolfensohn acted as financial adviser to DuPont and Lazard Freres &
Co. LLC acted as financial adviser to Pioneer.
8/7/97
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SIGNATURE
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.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
/s/D. B. Smith
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D. B. Smith
Assistant Controller
August 11, 1997
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