<PAGE> 1
Rule 424(b)(5)
Registration File No. 33-46845
PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 10, 1992)
$150,000,000
MONSANTO
MONSANTO COMPANY COMPANY
8.20% DEBENTURES DUE APRIL 15, 2025
Interest on the 8.20% Debentures due April 15, 2025 (the "Debentures")
will be payable on April 15 and October 15 of each year, commencing
October 15, 1995. The Debentures will be redeemable in whole or in part
at the Company's option at any time on or after April 15, 2005 at the
Redemption Prices set forth herein, together with accrued interest to
the date of redemption. See "Description of Debentures-Redemption." The
Debentures are not entitled to any sinking fund.
The Debentures will be issued in the form of one or more permanent
Global Debentures ("Book-Entry Debentures") registered in the name of
The Depository Trust Company ("DTC"), as Depositary, or its nominee
(DTC or its nominee is herein referred to as the "Depository").
Beneficial interests in the Book-Entry Debentures will be shown on, and
transfers will be effected only through, records maintained by the
Depository and its participants. Except as described in the Prospectus
under "Description of Debt Securities-Book-Entry Securities,"
Debentures in definitive form will not be issued. Settlement of the
Debentures will be made in immediately available funds. The Debentures
will trade in the Depository's Same-Day Funds Settlement System until
maturity; secondary market trading activity for the Debentures will
therefore settle in immediately available funds. See "Description of
Debentures-Book-Entry Debentures."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
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<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC <F1> DISCOUNT COMPANY <F1><F2>
<S> <C> <C> <C>
Per Debenture................................... 99.929% 0.875% 99.054%
Total........................................... $149,893,500 $1,312,500 $148,581,000
--------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Plus accrued interest, if any, from April 5, 1995 to date of
delivery.
<F2> Before deduction of expenses payable by the Company estimated at
$197,375.
</TABLE>
The Debentures are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject
any order in whole or in part and to withdraw, cancel or modify the
offer without notice. It is expected that delivery of the Debentures
will be made through the facilities of The Depository Trust Company on
or about April 5, 1995.
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus Supplement is March 29, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The following information updates certain of the information under
the same caption in the accompanying Prospectus. The address of the
Regional Office of the Securities and Exchange Commission in New York
is Seven World Trade Center, New York, New York 10048. The address of
the Regional Office of the Securities and Exchange Commission in
Chicago is Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-2516)
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Form 8-K Current Report dated February 17, 1995 and
filed on February 28, 1995, as amended by the Company's Form 8-K/A
filed on March 28, 1995.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus Supplement and prior to the termination of the offering of
the Debentures shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any
statement contained herein, in the accompanying Prospectus or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus Supplement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus Supplement or the accompanying Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus Supplement is delivered, upon
the written or oral request of such person, a copy of any or all of the
documents which have been or may be incorporated by reference herein,
other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests
for such copies should be directed to Monsanto Company, at 800 North
Lindbergh Boulevard, St. Louis, Missouri 63167 (Attention: J. Russell
Bley, Jr.), telephone: (314) 694-1000.
RECENT DEVELOPMENTS
On February 20, 1995, Monsanto completed its acquisition of the
worldwide business of Kelco, a division of Merck & Co., Inc., for
approximately $1.075 billion (the "Kelco Acquisition"). Kelco is the
worldwide leader in the development, application and production of
alginates and biogums. The Company funded the acquisition through a
combination of cash and debt.
On March 31, 1995, Richard J. Mahoney will retire from his positions
as Chairman and Chief Executive Officer of the Company. Effective
April 1, 1995, Robert B. Shapiro will succeed Mr. Mahoney.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used to
reduce the outstanding amount of commercial paper issued by the Company
in connection with the Kelco Acquisition. Such commercial paper has an
average maturity of 98 days from the date of issue and has a weighted
average interest rate of 6.215% as of March 29, 1995. Pending
application for this purpose, the net proceeds from the sale of the
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<PAGE> 3
Debentures may be invested temporarily in marketable securities. The
Company may issue additional debt in or outside the United States from
time to time for such purpose or for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
The following table sets forth the unaudited historical ratio of
earnings to fixed charges of Monsanto for the periods indicated:
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<C> <C> <C> <C> <C>
5.76 4.82 0.19 2.42 3.84
</TABLE>
The ratio of earnings to fixed charges represents the number of times
fixed charges (interest expense, excluding capitalized interest, and
other fixed charges) are covered by earnings from continuing operations
(excluding undistributed earnings of affiliated companies) before
income taxes, extraordinary credits and fixed charges (other than
capitalized interest). Earnings from continuing operations included
restructuring and other unusual items of $7 million, $(30) million,
$699 million and $457 million in 1994, 1993, 1992 and 1991,
respectively. Excluding the restructuring and other unusual items, the
ratio of earnings to fixed charges for such periods would have been
5.80, 4.65, 3.22 and 4.39, respectively.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures
offered hereby (referred to in the Prospectus as "Offered Debt
Securities") supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of Debt
Securities set forth in the Prospectus, to which description reference
is hereby made. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Prospectus.
The Debentures will be limited to $150 million aggregate principal
amount and will mature on April 15, 2025. The Debentures will be issued
only in Book-Entry form in denominations of $1,000 and integral
multiples thereof.
BOOK-ENTRY DEBENTURES
The Debentures will be issued in the form of one or more Book-Entry
Debentures. The Book-Entry Debentures will be deposited with, or on
behalf of DTC, and registered in the name of DTC or a nominee of DTC
and, except under the circumstances described in the Prospectus under
"Description of Debt Securities-Book-Entry Securities," Book-Entry
Debentures will not be exchangeable for definitive Debentures and will
not otherwise be issuable as definitive Debentures.
DTC has advised the Company and the Underwriters as follows: DTC is a
limited purpose trust company organized under the Banking Law of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of
section 17A of the Exchange Act. DTC was created to hold securities of
its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers
(including the Underwriters), banks, trust companies, clearing
corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
A further description of DTC's procedures with respect to Book-Entry
Debentures is set forth in the Prospectus under "Description of Debt
Securities-Book-Entry Securities." DTC has confirmed to the Company,
the Underwriters and the Trustee that it intends to follow such
procedures.
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<PAGE> 4
INTEREST
The Debentures will bear interest at the rate set forth on the cover
page of this Prospectus Supplement from April 5, 1995, or the most
recent interest payment date to which interest has been paid or
provided for, payable semiannually on April 15 and October 15 of each
year, beginning October 15, 1995, to the person in whose name a
Debenture (or any predecessor Debenture) is registered at the close of
business on the April 1 or October 1, as the case may be, next
preceding such Interest Payment Date.
REDEMPTION
The Debentures will be subject to redemption at the option of the
Company, in whole or in part, at any time on or after April 15, 2005
and prior to their maturity, in the manner provided in the Indenture,
upon not less than 30 nor more than 90 days notice mailed to each
holder of Debentures to be redeemed at the address of such holder
appearing in the Security Register, in amounts of $1,000 or an integral
multiple of $1,000, at the following Redemption Prices (expressed as
percentages of principal amount) plus accrued interest to but excluding
the Redemption Date (subject to the right of holders of record on the
relevant regular record date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date):
<TABLE>
If redeemed during the 12-month period beginning on April 15,
<S> <C>
2005............................................................................... 104.064%
2006............................................................................... 103.658%
2007............................................................................... 103.251%
2008............................................................................... 102.845%
2009............................................................................... 102.438%
2010............................................................................... 102.032%
2011............................................................................... 101.626%
2012............................................................................... 101.219%
2013............................................................................... 100.813%
2014............................................................................... 100.406%
2015 and thereafter................................................................ 100.000%
</TABLE>
If less than all the Debentures are to be redeemed, the Trustee shall
select, in such manner as it shall deem fair and appropriate, the
particular Debentures to be redeemed or any portion thereof that is an
integral multiple of $1,000.
The Debentures are not entitled to any sinking fund.
DEFEASANCE
The provisions of Sections 403 and 1010 of the Indenture relating to
defeasance and covenant defeasance, which are described in the
accompanying Prospectus, will apply to the Debentures.
REGARDING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. Monsanto maintains
deposit accounts and banking relationships with Citibank, N.A. The
Trustee serves as agent and as the lead lending bank under revolving
credit agreements with the Company. The Trustee is also the trustee
under the indentures relating to the following indebtedness of
Monsanto: 8 7/8% debentures due 2009 of the Company; 6% notes due 2000
of the Company; and Medium-Term Notes, Series B of the Company.
John S. Reed, a Director of the Company, is Chairman and Chief
Executive Officer of the Trustee and of Citicorp, the parent of the
Trustee.
S-4
<PAGE> 5
UNDERWRITING
<TABLE>
Subject to the terms and conditions set forth in the Underwriting and
Pricing Agreements dated March 29, 1995, between the Company and the
Underwriters, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally
agreed to purchase, the principal amount of the Debentures set forth
opposite its name.
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER DEBENTURES
----------- ----------
<S> <C>
Salomon Brothers Inc............................................................. $ 37,500,000
Goldman, Sachs & Co. ............................................................ 37,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................................... 37,500,000
Morgan Stanley & Co. Incorporated................................................ 37,500,000
------------
Total.......................................................................... $150,000,000
============
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all
the Debentures offered hereby if any Debentures are purchased.
The Underwriters propose to offer the Debentures directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a
concession not in excess of .50% of the principal amount per Debenture.
The Underwriters may allow, and such dealers may reallow, a concession
not in excess of .25% of the principal amount of the Debentures to
certain other dealers. After the initial public offering, the public
offering price and such concessions may be changed.
The Debentures are a new issue of securities with no established
trading market. The Company has been advised by the Underwriters that
they intend to make a market in the Debentures but are not obligated to
do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for
the Debentures.
The Underwriting Agreement provides that the Company will indemnify
the several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or contribute
to payments which the Underwriters may be required to make in respect
thereof.
In the ordinary course of their respective businesses, each of the
Underwriters or their affiliates have provided, and may in the future
provide, investment banking services to the Company.
LEGAL OPINIONS
The validity of the Debentures offered hereby will be passed upon for
the Company by Karl R. Barnickol, Associate General Counsel for the
Company, and for the Underwriters by Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004. Mr. Barnickol is a full-time employee
of the Company and owns, and holds options to purchase, shares of the
Company's common stock. Sullivan & Cromwell has from time to time
represented the Company in connection with certain matters.
EXPERTS
The consolidated financial statements and supplemental schedules of
Monsanto at December 31, 1994 and 1993 and for each of the three years
in the period ended December 31, 1994 appearing (or incorporated by
reference) in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and the consolidated financial statements of
Kelco at December 31, 1994 and for the year ended December 31, 1994,
appearing in the Company's Form 8-K Current Report dated February 17,
1995, as amended by its Form 8-K/A filed on March 28, 1995,
incorporated herein by reference, have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their
opinions, which also are incorporated herein by reference, and are
incorporated by reference herein in reliance upon such opinions given
upon the authority of such firm as experts in accounting and auditing.
S-5
<PAGE> 6
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER
AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLITICATION.
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<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Available Information...............................................S-2
Incorporation of Documents by Reference.............................S-2
Recent Developments.................................................S-2
Use of Proceeds.....................................................S-2
Ratio of Earnings to Fixed Charges..................................S-3
Description of Debentures...........................................S-3
Underwriting........................................................S-5
Legal Opinions......................................................S-5
Experts.............................................................S-5
<CAPTION>
PROSPECTUS
<S> <C>
Available Information................................................ 2
Incorporation of Documents by Reference.............................. 2
The Company.......................................................... 3
Use of Proceeds...................................................... 3
Ratio of Earnings to Fixed Charges................................... 3
Description of Debt Securities....................................... 3
Plan of Distribution................................................. 9
Legal Opinions.......................................................10
Experts..............................................................10
</TABLE>
$150,000,000
MONSANTO COMPANY
8.20% DEBENTURES DUE
APRIL 15, 2025
MONSANTO
COMPANY
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
PROSPECTUS SUPPLEMENT
DATED MARCH 29, 1995
<PAGE> 7
APPENDIX
1. On the back cover page of the Prospectus Supplement, the two
columns of information presented in the printed document will be
presented in the electronic submission as one column.
2. The front page of the electronically filed Prospectus Supplement
includes a Rule number and a Registration File number, which do not
appear in the printed documents.
