<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1995
Registration File No. 33-_____
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-0420020
(State of Incorporation) (I.R.S. Employer
Identification No.)
800 NORTH LINDBERGH BLVD., ST. LOUIS, MO. 63167
(314) 694-1000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------
RICHARD W. DUESENBERG, General Counsel
MONSANTO COMPANY
800 North Lindbergh Blvd.
St. Louis, Mo. 63167
(314) 694-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------
With a copy to:
Robert M. Thomas, Esq.
Sullivan & Cromwell
125 Broad Street
New York, N.Y. 10004
-----------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /X/
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================================================
<CAPTION>
Proposed
maximum
Title of each class aggregate Amount of
of securities to offering registration
be registered price<F1><F2><F3> fee
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities $300,000,000 $103,449
===============================================================================================================
<FN>
<F1> Or its equivalent in any other currency or composite currency.
<F2> Or, if any Debt Securities are issued at an original issue
discount, such greater principal amount as shall result in an
aggregate initial offering price of $300,000,000.
<F3> Estimated solely for the purpose of determining the amount of the
registration fee.
</TABLE>
-----------------
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
========================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED JUNE 13, 1995
************************************************************************
*INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
*REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
*WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
*NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
*REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
*CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
*NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
*SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
*REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
*STATE. *
************************************************************************
MONSANTO
COMPANY
DEBT SECURITIES
-----------------
Monsanto Company (the "Company") may from time to time offer debt
securities consisting of debentures, notes and/or other unsecured
evidences of indebtedness (the "Debt Securities") in one or more series
at an aggregate initial offering price not to exceed $300,000,000 or
its equivalent in any other currency or composite currency. The Debt
Securities may be offered as separate series in amounts, at prices and
on terms to be determined at the time of sale. The accompanying
Prospectus Supplement sets forth with regard to the series of Debt
Securities in respect of which this Prospectus is being delivered the
title, aggregate principal amount, denominations (which may be in
United States dollars, in any other currency or in a composite
currency), maturity, rate, if any (which may be fixed or variable), and
time of payment of any interest, any terms for redemption at the option
of the Company or the holder, any terms for sinking fund payments, any
listing on a securities exchange and the initial public offering price
and any other terms in connection with the offering and sale of such
Debt Securities.
The Company may sell Debt Securities to or through an underwriter or
underwriters, or a dealer or dealers, and also may sell Debt Securities
directly to other purchasers or through an agent or agents. The
accompanying Prospectus Supplement will set forth the names of any
underwriters, dealers or agents involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered, the
principal amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters, dealers or agents.
-----------------
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 COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is --------, 1995.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER,
DEALER OR AGENT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR, WITH RESPECT TO PARTICULAR OFFERED DEBT SECURITIES, THE
PROSPECTUS SUPPLEMENT RELATING THERETO, AND IF GIVEN OR MADE SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY SUCH UNDERWRITER, DEALER OR AGENT.
NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
AVAILABLE INFORMATION
Monsanto Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Information concerning its directors and
officers, their remuneration, options granted to them, the principal
holders of its securities and any material interest of such persons in
transactions with it, as of particular dates, is disclosed in proxy
statements of the Company distributed to shareholders of the Company
and filed with the Commission. Reports, proxy statements and other
information filed by the Company with the Commission can be inspected
at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at certain of its
Regional Offices, the current addresses of which are: New York Regional
Office, Seven World Trade Center, New York, New York 10048; and Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from
the public reference section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Reports, proxy statements
and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement with respect to the Debt Securities filed by the
Company with the Commission. For further information with respect to
the Company, reference is made to the Registration Statement, including
the exhibits thereto.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
under the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated by reference herein: Annual Report on Form 10-K for the
most recent fiscal year, filed pursuant to Section 13(a) of the 1934
Act; Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1995; Form 8-K Current Report dated February 17, 1995, as amended
by Form 8-K/A filed on March 28, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such document.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified shall not be deemed to constitute a part of
this Prospectus except as so modified, and any statement so superseded
shall not be deemed to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including beneficial owners, to whom this Prospectus is
delivered, upon written or oral request of such person, a copy of any
and all of the documents referred to above which have been or may be
incorporated by reference herein, other than exhibits thereto (unless
such exhibits are specifically incorporated by reference in such
documents). Requests for such information should be directed to
Monsanto Company, 800 North Lindbergh Blvd., St. Louis, Mo. 63167
(Attention: J. Russell Bley, Jr.). The Company's telephone number is
(314) 694-1000.
2
<PAGE> 4
THE COMPANY
Monsanto Company and its subsidiaries are engaged in the worldwide
manufacture and sale of a widely diversified line of agricultural
products; chemical products, including plastics and manufactured
fibers; pharmaceuticals; and food products, including low-calorie
sweeteners. Monsanto Company was incorporated in 1933 under Delaware
law and is the successor to a Missouri corporation, Monsanto Chemical
Works, organized in 1901. Unless otherwise indicated by the context,
"Monsanto" means Monsanto Company and its consolidated subsidiaries,
and the "Company" means Monsanto Company only. The Company's principal
executive offices are located at 800 North Lindbergh Blvd., St. Louis,
Mo. 63167.
USE OF PROCEEDS
Except as otherwise set forth in a Prospectus Supplement, the Company
intends to use the net proceeds from the sale of the Debt Securities
for general corporate purposes. Pending use of the proceeds for these
purposes, the net proceeds from the sale of the Debt Securities may be
invested temporarily in marketable securities.
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>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
--------------------- -------------------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
7.00 7.49 5.76<F*> 4.82<F*> 0.19<F*> 2.42<F*> 3.84
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).
<FN>
- -------------
<F*> 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 would have been 5.80, 4.65, 3.22 and 4.39, respectively.
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to
which any Prospectus Supplement may relate. The particular terms of the
Debt Securities offered by any Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions
may not apply thereto will be described in the Prospectus Supplement
relating to such Offered Debt Securities.
The Debt Securities are to be issued under an Indenture, dated as of
August 1, 1990 (the "Indenture"), between the Company and The Chase
Manhattan Bank (National Association), as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the Registration Statement. The
following summary of certain provisions of the Debt Securities and the
Indenture does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the
Indenture, including the definitions therein of certain terms. Whenever
particular provisions or defined terms in the Indenture are referred to
herein, such provisions or defined terms are incorporated by reference
herein. Section references used herein are references to the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company and
will rank on a parity with all other currently outstanding unsecured
and unsubordinated indebtedness of the Company.
3
<PAGE> 5
The Debt Securities of any series may be issued in definitive form
or, if provided in the Prospectus Supplement relating thereto, may be
represented in whole or in part by a permanent global Security or
Securities, registered in the name of a depositary designated by the
Company (the "Depositary"). Each Debt Security represented by a
permanent global Security is referred to herein as a "Book-Entry
Security."
The Indenture does not limit the amount of Debt Securities or of any
particular series of Offered Debt Securities that may be issued
thereunder or otherwise and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the
particular series of Offered Debt Securities offered thereby for the
following terms or additional provisions of the Offered Debt
Securities: (i) the title of the Offered Debt Securities; (ii) any
limit on the aggregate principal amount of the Offered Debt Securities;
(iii) the price (expressed as a percentage of the aggregate principal
amount thereof) at which the Offered Debt Securities will be issued;
(iv) the date or dates on which the principal of the Offered Debt
Securities will be payable; (v) the rate or rates (which may be fixed
or variable) per annum at which the Offered Debt Securities will bear
interest, if any, or the method of determination of such rate or rates;
(vi) the date or dates from which such interest, if any, on the Offered
Debt Securities will accrue or the method of determination of such date
or dates, the dates on which such interest, if any, will be payable,
the date on which payment of such interest, if any, will commence, and
the regular record dates for such interest payment dates, if any; (vii)
the period or periods within which, the price or prices at which and
the terms and conditions upon which the Offered Debt Securities may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Offered Debt
Securities pursuant to any sinking fund or analogous provisions or at
the option of a Holder, and the periods within, the prices at, and the
terms and conditions upon which such Offered Debt Securities shall be
redeemed or purchased; (ix) if other than the principal amount thereof,
the amount of Offered Debt Securities which shall be payable upon
declaration of acceleration of the maturity thereof; (x) if other than
U.S. dollars, the currency (including composite currencies) in which
payment of principal of (and premium, if any) and/or interest on the
Offered Debt Securities shall be payable; (xi) any currency (including
composite currencies) other than the stated currency of the Offered
Debt Securities in which the principal of (and premium, if any) and/or
interest on the Offered Debt Securities may, at the election of the
Company or the Holders, be payable, and the periods within which, and
terms and conditions upon which, such election may be made; (xii) if
the amount of payments of principal of (and premium, if any) and/or
interest on the Offered Debt Securities may be determined with
reference to an index based on a currency (including composite
currencies) other than the stated currency of the Debt Securities, the
manner in which such amounts shall be determined; (xiii) the right of
the Company, if any, to defease the Offered Debt Securities or certain
covenants under the Indenture; (xiv) whether any of the Offered Debt
Securities shall be Book-Entry Securities and, in such case, the
Depositary for such Book-Entry Securities; and (xv) any other terms
relating to the Offered Debt Securities (which are not inconsistent
with the Indenture). (Section 301)
Unless otherwise provided and except with respect to Book-Entry
Securities, principal of and premium, if any, and interest, if any, on
the Debt Securities will be payable, and the transfer of the Debt
Securities will be registrable, at the Corporate Trust Office of the
Trustee, except that, at the option of the Company, interest may be
paid by mailing a check to the Holders of record entitled thereto.
(Sections 301 and 305)
For a description of payments of principal of, premium, if any, and
interest on, and transfer of, Book-Entry Securities, and exchanges of
permanent global Securities representing Book-Entry Securities, see
"Book-Entry Securities."
Unless otherwise indicated in the Prospectus Supplement relating
thereto and except with respect to Book-Entry Securities, the Debt
Securities will be issued only in fully registered form without coupons
and in denominations of $1,000 or any multiple thereof. No service
charge will be made for any registration of transfer or exchange of the
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 301, 302 and 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount
below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue
Discount Securities will be described in the
4
<PAGE> 6
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for an amount less than the
principal amount thereof to be payable upon a declaration of
acceleration of the maturity thereof upon the occurrence of an Event of
Default and the continuation thereof. (Section 101)
RESTRICTION ON LIENS
The Indenture provides that the Company will not, nor will it permit
any Restricted Subsidiary to, secure indebtedness for money borrowed by
placing a Lien on any Principal Property now or hereafter owned or
leased by the Company or any Restricted Subsidiary or on any shares of
stock or Debt of any Restricted Subsidiary without equally and ratably
securing the Debt Securities, unless (i) the principal amount of such
indebtedness plus (ii) the Attributable Debt in respect of sale and
leaseback transactions described below covering Principal Properties
(other than sale and leaseback transactions the proceeds of which are
applied to reduce indebtedness under (b) of the following paragraph)
does not exceed 10% of the Consolidated Net Tangible Assets of the
Company and its consolidated subsidiaries. This restriction will not
apply to, and there shall be excluded in computing secured indebtedness
for purposes of this restriction, certain permitted liens, including
(a) liens existing as of the date of the Indenture, (b) liens existing
at the time any corporation becomes a Restricted Subsidiary, (c) liens
on property existing at the time of acquisition and certain purchase
money or similar liens, (d) liens to secure certain exploration,
drilling, development, operation, construction, alteration, repair or
improvement costs, (e) liens securing indebtedness owing to the Company
or another Restricted Subsidiary by a Restricted Subsidiary, (f) liens
in connection with government contracts, including the assignment of
moneys due or to become due thereon, (g) certain liens in connection
with legal proceedings or arising in the ordinary course of business
and not in connection with the borrowing of money, and (h) extensions,
substitutions, replacements or renewals of the foregoing. Certain
production payments and certain other financial arrangements with
regard to oil, gas and mineral properties are not deemed to involve
liens securing indebtedness for money borrowed. (Section 1008)
RESTRICTION ON SALE AND LEASEBACK TRANSACTIONS
The Indenture further provides that the Company will not, nor will it
permit any Restricted Subsidiary to, enter into any sale and leaseback
transaction (except a lease for a temporary period not exceeding three
years) after the date of the Indenture covering any Principal Property,
which was or is owned or leased by the Company or a Restricted
Subsidiary and which has been or is to be sold or transferred more than
120 days after the acquisition or completion of construction and
commencement of full operation thereof, unless (a) the Attributable
Debt in respect thereto and all other sale and leaseback transactions
entered into after the date of the Indenture (other than those the
proceeds of which are applied to reduce indebtedness under (b)
following), plus the aggregate amount of then outstanding secured
indebtedness not otherwise permitted or excepted without equally and
ratably securing the Debt Securities, does not exceed 10% of the
Consolidated Net Tangible Assets of the Company and its consolidated
subsidiaries, or (b) an amount equal to the fair value of the Principal
Property leased is applied within 120 days to the voluntary retirement
of the Debt Securities or other indebtedness maturing more than one
year thereafter. (Section 1009)
CERTAIN DEFINITIONS
Attributable Debt, in respect of the sale and leaseback transactions
described above, means the amount determined by multiplying the
greater, at the time such arrangement is entered into, of (i) the fair
value of the real property subject to such arrangement (as determined
by the Company) or (ii) the net proceeds of the sale of such real
property to the lender or investor, by a fraction of which the
numerator is the unexpired initial term of the lease of such real
property as of the date of determination and of which the denominator
is the full initial term of such lease. Sale and leasebacks with
respect to facilities financed with Industrial Development Bonds
(whether or not tax exempt) are excepted from the definition. (Section
101)
Consolidated Net Tangible Assets is the aggregate amount of assets
(less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding certain
renewable or extendible indebtedness) and (b) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all the foregoing as shown on the latest
balance sheet of the Company and its consolidated subsidiaries and
computed in accordance with generally accepted accounting principles.
(Section 101)
5
<PAGE> 7
A Principal Property is any manufacturing plant or facility located
within the United States (excluding its territories and possessions,
but including Puerto Rico), the gross book value of which exceeds 1% of
Consolidated Net Tangible Assets, other than any such plant, facility
or portion thereof (a) which is financed by Industrial Development
Bonds (whether or not tax exempt) or (b) which, in the opinion of the
Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Restricted Subsidiaries
taken as a whole. (Section 101)
A Restricted Subsidiary is any subsidiary (a) more than 50% of whose
net sales and operating revenues during the preceding four calendar
quarters was derived from, or more than 50% of whose operating
properties is located in, the United States (excluding its territories
and possessions, but including Puerto Rico) or (b) more than 50% of
whose assets consists of securities of other Restricted Subsidiaries or
(c) which owns a Principal Property, except that certain export sales,
banking, insurance, finance, real estate, construction and
unconsolidated subsidiaries do not constitute Restricted Subsidiaries
so long as they shall not own any Principal Property. (Section 101)
EVENTS OF DEFAULT
An Event of Default with respect to the Debt Securities of any series
is defined in the Indenture as: default in payment of principal of or
premium, if any, on any Debt Security of that series at Maturity,
continued for 30 days in the case of Debt Securities of that series
called for redemption through operation of any sinking fund applicable
thereto; default for 30 days in payment of interest on any Debt
Security of that series; default for 30 days in the deposit of any
sinking fund payment when due in respect of that series; failure by the
Company in the performance of any other of the covenants or warranties
in the Indenture (other than a covenant or warranty included in the
Indenture solely for the benefit of a series of Debt Securities other
than that series) continued for 90 days after due notice by the Trustee
or by Holders of at least 25% in principal amount of the Outstanding
Debt Securities of that series; certain events of bankruptcy,
insolvency or reorganization of the Company; and any other Event of
Default provided with respect to Debt Securities of that series.
(Section 501)
The Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time Outstanding occurs and is
continuing, either the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal
amount of such Debt Securities as may be specified in the terms
thereof) of all Debt Securities of that series to be due and payable
immediately, but upon certain conditions such declaration may be
annulled and past defaults (except, unless theretofore cured, a default
in payment of principal of or premium, if any, or interest, if any, on
the Debt Securities of that series and certain other specified
defaults) may be waived by the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series on behalf of
the Holders of all Debt Securities of that series. (Sections 502 and
513)
Reference is made to the Prospectus Supplement relating to each
series of Offered Debt Securities which are Original Issue Discount
Securities for the particular provisions relating to acceleration of
the Maturity of a portion of the principal amount of such Original
Issue Discount Securities upon the occurrence of an Event of Default
and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after
the occurrence of a default with respect to Debt Securities of any
series at the time Outstanding, give to the Holders of the Outstanding
Debt Securities of that series notice of such default known to it if
uncured or not waived, provided that, except in the case of default in
the payment of principal of or premium, if any, or interest on any Debt
Security of that series, or in the deposit of any sinking fund payment
which is provided, the Trustee will be protected in withholding such
notice if the Trustee in good faith determines that the withholding of
such notice is in the interest of the Holders of the Outstanding Debt
Securities of such series; and, provided further, that such notice
shall not be given until 30 days after the occurrence of a default with
respect to Outstanding Debt Securities of any series in the performance
of a covenant in the Indenture other than for the payment of the
principal of or premium, if any, or interest on any Debt Security of
such series or the deposit of any sinking fund payment with respect to
the Debt Securities of such series. The term default with respect to
any series of Outstanding Debt Securities for the purpose only of this
provision means the happening of any of the Events of
6
<PAGE> 8
Default specified in the Indenture and relating to such series of
Outstanding Debt Securities, excluding any grace periods and
irrespective of any notice requirements. (Section 602)
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required
standard of care, to be indemnified by the Holders of any series of
Outstanding Debt Securities before proceeding to exercise any right or
power under the Indenture at the request of the Holders of such series
of Debt Securities. (Section 603) The Indenture provides that the
Holders of a majority in principal amount of Outstanding Debt
Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or other power conferred on the Trustee, with
respect to the Debt Securities of such series provided that the Trustee
may decline to act if such direction is contrary to law or the
Indenture. In the case of Book-Entry Securities, the Indenture requires
the Trustee to establish a record date for purposes of determining
which Holders are entitled to join in such direction. (Section 512)
The Indenture includes a covenant that the Company will file annually
with the Trustee a certificate of no default. (Section 1006)
MODIFICATION OF THE INDENTURE AND WAIVER OF COVENANTS
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than 66 2/3% in
principal amount of Outstanding Debt Securities of each series affected
thereby, to execute supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or
modifying the rights of the Holders of Outstanding Debt Securities of
such series, except that no such supplemental indenture may, without
the consent of the Holder of each Outstanding Debt Security affected
thereby, (a) change the Stated Maturity, or reduce the principal
amount, the premium, if any, thereon or the rate of payment of interest
thereon, of any Debt Security of any series, (b) reduce the aforesaid
percentage of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for any supplemental indenture or for
waiver of compliance with certain provisions of the Indenture or
certain defaults thereunder or (c) effect certain other changes.
(Section 902) The Indenture also permits the Company to omit compliance
with certain covenants in the Indenture with respect to Debt Securities
of any series upon waiver by the Holders of 66 2/3% in principal amount
of Outstanding Debt Securities of such series. (Section 1011)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without
the consent of the Holders of any of the Outstanding Debt Securities
under the Indenture, to consolidate with or merge into any other
corporation or transfer or lease its assets substantially as an
entirety to any person provided that: (i) the successor is a
corporation organized under the laws of any domestic jurisdiction; (ii)
the successor corporation assumes the Company's obligations on the Debt
Securities and under the Indenture; (iii) after giving effect to the
transaction no Event of Default, and no event which, after notice or
lapse of time, would become an Event of Default, shall have happened
and be continuing; and (iv) certain other conditions are met. (Sections
801 and 802)
DEFEASANCE OF OFFERED DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCES
Defeasance and Discharge. The Indenture provides that the terms of
any series of Debt Securities may provide that the Company will be
discharged from any and all obligations in respect of the Debt
Securities of such series (except for certain obligations to register
the transfer or exchange of Debt Securities of such series, to replace
stolen, lost or mutilated Debt Securities of such series, to maintain
paying agencies and hold moneys for payment in trust) upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations
or, in the case of Debt Securities denominated in foreign currencies,
money and/or Foreign Government Securities, which, through the payment
of interest and principal thereof in accordance with their terms, will
provide money in an amount sufficient to pay any installment of
principal (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of, the Debt Securities of such series
on the stated maturity of such payments in accordance with the terms of
the Indenture and such Debt Securities.
7
<PAGE> 9
Such discharge may only occur if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the
Company has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or there has been a change in
tax law, in either case to the effect that such a discharge will not be
deemed, or result in, a taxable event with respect to Holders of the
Debt Securities of such series; and such discharge will not be
applicable to any Debt Securities of such series then listed on the New
York Stock Exchange or any other securities exchange if the provision
would cause said Debt Securities to be de-listed as a result thereof.
(Section 403)
Defeasance of Certain Covenants. The Indenture provides that the
terms of any series of Debt Securities may provide the Company with the
option to omit to comply with certain restrictive covenants described
in Sections 1008 and 1009 of the Indenture. The Company, in order to
exercise such option, will be required to deposit with the Trustee
money and/or U.S. Government Obligations or, in the case of Debt
Securities denominated in foreign currencies, money and/or Foreign
Government Securities, which, through the payment of interest and
principal thereof in accordance with their terms, will provide money in
an amount sufficient to pay principal (and premium, if any) and
interest on, and any mandatory sinking fund payments in respect of, the
Debt Securities of such series on the stated maturity of such payments
in accordance with the terms of the Indenture and such Debt Securities.
The Company will also be required to deliver to the Trustee an opinion
of counsel to the effect that the deposit and related covenant
defeasance will not cause the Holders of the Debt Securities of such
series to recognize income, gain or loss for federal income tax
purposes. (Section 1010) In the event the Company exercises this option
and the Debt Securities of such series are declared due and payable
because of the occurrence of any Event of Default, the amount of money
and U.S. Government Obligations or Foreign Government Securities, as
the case may be, on deposit with the Trustee will be sufficient to pay
amounts due on the Debt Securities of such series at the time of their
Stated Maturity but may not be sufficient to pay amounts due on the
Debt Securities of such series at the time of the acceleration
resulting from such Event of Default. However, the Company shall remain
liable for such payments.
The Prospectus Supplement will state if any defeasance provision will
apply to the Offered Debt Securities.
BOOK-ENTRY SECURITIES
The following description of Book-Entry Securities will apply to any
series of Debt Securities issued in whole or in part in the form of a
permanent global Security or Securities except as otherwise provided in
the Prospectus Supplement relating thereto.
Upon issuance, all Book-Entry Securities of like tenor and having the
same date of original issue will be represented by a single permanent
global Security. Each permanent global Security representing Book-Entry
Securities will be deposited with, or on behalf of, the Depositary,
which will be a clearing agent registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The permanent global
Security will be registered in the name of the Depositary or a nominee
of the Depositary.
Ownership of beneficial interests in a permanent global Security
representing Book-Entry Securities will be limited to institutions that
have accounts with the Depositary or its nominee ("participants") or
persons that may hold interests through participants. In addition,
ownership of beneficial interests by participants in such a permanent
global Security will only be evidenced by, and the transfer of that
ownership interest will only be effected through, records maintained by
the Depositary or its nominee for such permanent global Security.
Ownership of beneficial interest in such a permanent global Security by
persons that hold through participants will only be evidenced by, and
the transfer of that ownership interest within such participant will
only be effected through, records maintained by such participant. The
laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive
form. Such laws may impair the ability to transfer beneficial interests
in such a permanent global Security.
Payment of principal of and any premium and interest on Book-Entry
Securities represented by any permanent global Security registered in
the name of or held by the Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered
owners and Holder of the permanent global Security representing such
Book-Entry Securities. None of the Company, the Trustee or any agent of
8
<PAGE> 10
the Company or the Trustee will have any responsibility or liability
for any aspect of the Depositary's records or any participant's records
relating to or payments made on account of beneficial ownership
interests in a permanent global Security representing such Book-Entry
Securities or for maintaining, supervising or reviewing any of the
Depositary's records or any participant's records relating to such
beneficial ownership interests. Payments by participants to owners of
beneficial interests in a permanent global Security held through such
participants will be governed by the Depositary's procedures, as is now
the case with securities held for the accounts of customers registered
in "street name," and will be the sole responsibility of such
participants.
No permanent global Security described above may be transferred
except as a whole by the Depositary for such permanent global Security
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary.
A permanent global Security representing Book-Entry Securities is
exchangeable for definitive Debt Securities in registered form, of like
tenor and of an equal aggregate principal amount, only if (a) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such permanent global Security or if at any
time the Depositary ceases to be a clearing agency registered under the
Exchange Act, (b) the Company in its sole discretion determines that
such permanent global Security shall be exchangeable for definitive
Debt Securities in registered form or (c) there shall have occurred and
be continuing an Event of Default with respect to the Debt Securities.
Any permanent global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable in whole for definitive Debt
Securities in registered form, of like tenor and of an equal aggregate
principal amount, and, unless otherwise specified in the Prospectus
Supplement relating thereto, in denominations of $1,000 and integral
multiples thereof. Such definitive Debt Securities shall be registered
in the name or names of such person or persons as the Depositary shall
instruct the Trustee. It is expected that such instructions may be
based upon directions received by the Depositary from its participants
with respect to ownership of beneficial interests in such permanent
global Security.
Except as provided above, owners of beneficial interests in such
permanent global Security will not be entitled to receive physical
delivery of Debt Securities in definitive form and will not be
considered the Holders thereof for any purpose under the Indenture, and
no permanent global Security representing Book-Entry Securities shall
be exchangeable, except for another permanent global Security of like
denomination and tenor to be registered in the name of the Depositary
or its nominee. Accordingly, each person owning a beneficial interest
in such permanent global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures
of the participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture. The Company
understands that under existing industry practices, in the event that
the Company requests any action of Holders or an owner of a beneficial
interest in such permanent global Security desires to give or take any
action that a Holder is entitled to give or take under the Indenture,
the Depositary would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participant to
give or take such action or would otherwise act upon the instructions
of beneficial owners owning through them.
REGARDING THE TRUSTEE
The Chase Manhattan Bank (National Association) is the Trustee under
the Indenture. Monsanto maintains deposit accounts and banking
relationships with the Trustee. It is one of Monsanto's principal
commercial banks and has extended substantial credit facilities to
Monsanto. The Trustee is a participant in revolving credit agreements
with the Company and is the tender agent and paying agent for various
industrial revenue bonds of the Company. The Trustee also serves as
trustee under an indenture relating to the 7.09% Guaranteed Amortizing
ESOP Notes and 8.13% Guaranteed Amortizing ESOP Debentures of the
Monsanto Defined Contribution and Employee Stock Ownership Trust, which
are guaranteed by the Company; and under an indenture relating to the
Company's Medium-Term Notes, Series C, and its 8.70% Debentures.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through an underwriter or
underwriters, or dealer or dealers, and also may sell Debt Securities
directly to other purchasers or through an agent or agents.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Debt Securities to or
through dealers, and such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. The
Company may sell Debt Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions
or commissions from the Company, and/or commissions from the purchasers
for whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts or commissions received by them from
the Company and any profit on the resale of Debt Securities by them may
be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933 (the "Act"). Any such underwriter, dealer or
agent will be identified, and any such compensation received from the
Company will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters, dealers or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase
Debt Securities from the Company pursuant to contracts providing for
payment and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions
must be approved by the Company. The obligations of any purchaser under
any such contract will be subject to the condition that the purchase of
the Offered Debt Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser
is subject. The underwriters, dealers and such other agents will not
have any responsibility in respect of the validity of performance of
such contracts.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed
upon for the Company by Richard W. Duesenberg, Senior Vice President,
Secretary and General Counsel for the Company, and for any underwriters
by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Mr.
Duesenberg beneficially owns 41,296 shares, and holds options to
purchase an additional 246,800 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 financial statement 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 combined 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.
10
<PAGE> 12
========================================
MONSANTO COMPANY
DEBT SECURITIES
-------------
MONSANTO
-------------
PROSPECTUS
========================================
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and
commissions, are estimated as follows:
<S> <C>
Registration Fee............................................................................ $103,449
Printing and Engraving...................................................................... 20,000<F*>
Accounting Fees and Expenses................................................................ 30,000<F*>
Legal Fees and Expenses..................................................................... 100,000<F*>
Trustee's Fees and Expenses................................................................. 6,500<F*>
Blue Sky Qualification Fees and Expenses.................................................... 18,000<F*>
Fees of Independent Rating Agencies......................................................... 175,000<F*>
Miscellaneous............................................................................... 10,000<F*>
--------
TOTAL..................................................................................... $462,949<F*>
========
<FN>
- -----
<F*>Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which directors, officers, employees
and agents of the Company may be indemnified against certain
liabilities which they may incur in their capacity as such.
Section 57 of the Company's By-Laws provides for indemnification of
officers, directors, employees and agents of the Company. That By-Law
requires indemnification to the full extent permitted by law, and
establishes a policy for advancement of expenses. The Company has also
entered into indemnification agreements with directors and officers,
with provisions similar to those of the By-Law.
In addition, the Company maintains officers' and directors' liability
insurance for the benefit of its officers and directors.
Pursuant to Sections 8(b) and 8(e) of the Underwriting Agreement,
filed as part of Exhibit 1 hereto, the Underwriters have agreed to
indemnify the registrant, each of its directors, each of its officers
who signed the Registration Statement and each person, if any, who
controls the registrant within the meaning of the Securities Act of
1933, against certain liabilities.
ITEM 16. EXHIBITS.
The required exhibits are listed in the Exhibit Index on page II-5.
ITEM 17. UNDERTAKINGS.
Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
II-1
<PAGE> 14
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold
at the termination of the offering.
Incorporation By Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Indemnification.
Insofar as indemnification by the registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
provisions referred to in the first two paragraphs under Item 15 above,
or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis,
State of Missouri, on the 13th day of June, 1995.
MONSANTO COMPANY
(Registrant)
By ROBERT B. HOFFMAN
...................................
Robert B. Hoffman
Senior Vice President-Finance
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on June 13, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
RICHARD W. DUESENBERG Chairman, President and Director
................................................................ (Principal Executive Officer)
(Robert B. Shapiro)<F*>
RICHARD W. DUESENBERG Vice Chairman and Director
................................................................
(Nicholas L. Reding)<F*>
ROBERT B. HOFFMAN Senior Vice President-Finance
................................................................ (Principal Financial Officer)
(Robert B. Hoffman)
RICHARD W. DUESENBERG Vice President and Controller
................................................................ (Principal Accounting Officer)
(Bruce R. Sents)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Joan T. Bok)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Robert M. Heyssel)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Gwendolyn S. King)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Philip Leder)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Howard M. Love)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Richard J. Mahoney)<F*>
II-3
<PAGE> 16
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
RICHARD W. DUESENBERG Director
................................................................
(Frank A. Metz, Jr.)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Buck Mickel)<F*>
RICHARD W. DUESENBERG Director
................................................................
(Jacobus F.M. Peters)<F*>
RICHARD W. DUESENBERG Director
................................................................
(John S. Reed)<F*>
RICHARD W. DUESENBERG Director
................................................................
(William D. Ruckelshaus)<F*>
RICHARD W. DUESENBERG Director
................................................................
(John B. Slaughter)<F*>
<FN>
<F*>Richard W. Duesenberg, by signing his name hereto, does sign this
document on behalf of the above noted individuals, pursuant to powers
of attorney duly executed by such individuals which have been filed as
an Exhibit to this Registration Statement.
RICHARD W. DUESENBERG
........................................
Richard W. Duesenberg
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 17
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1 Form of Underwriting Agreement.
2 1. Agreement of Purchase and Sale dated as of December 20, 1994, by and between Merck & Co., Inc.
("Merck") and The NutraSweet Company relating to the purchase and sale of Merck's Kelco Business,
plus identification of contents of omitted schedules and exhibits and agreement to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange
Commission upon request (incorporated herein by reference to Exhibit 2.1 of the Company's Form
8-K dated February 17, 1995).
2. Amendment, dated as of February 15, 1995, to the Agreement of Purchase and Sale dated as of
December 20, 1994 between Merck & Co., Inc., a New Jersey corporation, and The NutraSweet
Company, a Delaware corporation, plus identification of contents of omitted schedules and
exhibits and agreement to furnish supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request (incorporated herein by reference to Exhibit 2.2
of the Company's Form 8-K dated February 17, 1995).
4 Indenture dated as of August 1, 1990 between Monsanto Company and The Chase Manhattan Bank (National
Association), as Trustee (incorporated by reference to Exhibit 4(i) of Pre-Effective Amendment No. 1
to the Company's Registration Statement on Form S-3, filed on November 7, 1990 (File No. 33-36235)).
5 Opinion of Company Counsel.
8 Not applicable.
12 Statement re Computation of Ratios.
15 Not applicable.
23 1. Consent of Deloitte & Touche LLP.
2. Consent of Company Counsel (incorporated by reference to Exhibit 5 above).
24 Powers of attorney submitted by Joan T. Bok, Robert M. Heyssel, Robert B. Hoffman, Gwendolyn S.
King, Philip Leder, Howard M. Love, Richard J. Mahoney, Frank A. Metz, Jr., Buck Mickel, Jacobus
F.M. Peters, Nicholas L. Reding, John S. Reed, William D. Ruckelshaus, Bruce R. Sents, Robert B.
Shapiro and John B. Slaughter.
25 Statement of Eligibility Under the Trust Indenture Act of 1939, as amended, of The Chase Manhattan
Bank (National Association).
26 Not applicable.
27 Not applicable.
28 Not applicable.
99 Not applicable.
</TABLE>
II-5
<PAGE> 1
Proof of June 13, 1995
MONSANTO COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
----------------------
--------, 19---
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time Monsanto Company, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each
a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to issue
and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to
such Pricing Agreement and the securities specified therein) certain of
its debt securities (the "Securities") specified in Schedule II to such
Pricing Agreement (with respect to such Pricing Agreement, the
"Designated Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating
thereto and in or pursuant to the indenture (the "Indenture")
identified in such Pricing Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms
designated as representatives of the Underwriters of such Securities in
the Pricing Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single
firm acting as sole representative of the Underwriters and to
Underwriters who act without any firm being designated as their
representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an
obligation of any of the Underwriters to purchase the Securities. The
obligation of the Company to issue and sell any of the Securities and
the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to
the Designated Securities specified therein. Each Pricing Agreement
shall specify the aggregate principal amount of such Designated
Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters and
the principal amount of such Designated Securities to be purchased by
each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The
Pricing Agreement shall also specify (to the extent not set forth in
the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations
of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) A registration statement in respect of the Securities has
been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective
amendment thereto, each in the form heretofore delivered or
to be delivered to the Representatives and, excluding
1
<PAGE> 2
exhibits to such registration statement, but including all documents
incorporated by reference in the prospectus contained therein, to the
Representatives for each of the other Underwriters, have been
declared effective by the Commission in such form; no other document
with respect to such registration statement or document incorporated
by reference therein has heretofore been filed or transmitted for
filing with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) of the
rules and regulations of the Commission under the Securities Act of
1933, as amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement,
including all exhibits thereto and the documents incorporated by
reference in the prospectus contained in the registration statement
at the time such part of the registration statement became effective
but excluding Forms T-1, each as amended at the time such part of the
registration statement became effective, being hereinafter called the
"Registration Statement"; the prospectus relating to the Securities,
in the form in which it has most recently been filed, or transmitted
for filing, with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by
reference therein pursuant to the applicable form under the Act, as
of the date of such Preliminary Prospectus or Prospectus, as the case
may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or the
Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement
that is incorporated by reference in the Registration Statement; and
any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in the form in which
it is filed with the Commission pursuant to Rule 424(b) under the Act
in accordance with Section 5(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case
may be, conformed in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus, when such documents
become effective or are filed with the Commission, as the case may
be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder and will not contain an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or
the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the rules and regulations of
the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished
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<PAGE> 3
in writing to the Company by an Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as
amended or supplemented relating to such Securities;
(d) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any
material change in the capital stock (other than changes in treasury
stock within limits, or pursuant to employee plans, disclosed or
incorporated by reference in the Prospectus) or long-term debt of the
Company and its subsidiaries considered as a whole or any material
adverse change, or any development known to the Company involving a
prospective material adverse change, in or affecting the financial
position, shareowners' equity or results of operations of the Company
and its subsidiaries considered as a whole, otherwise than as set
forth or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, with power and authority to own its properties and conduct
its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other state of the
United States except Rhode Island; and G. D. Searle & Co. (Delaware)
("Searle"), Monsanto International Sales Company, Inc. (Virgin
Islands), Monsanto p.l.c. (England), Monsanto Europe S.A. (Belgium),
Monsanto International Holdings, Inc. (Delaware) and The NutraSweet
Company (Delaware) (Searle and such other corporations being referred
to herein as "Principal Subsidiaries") are each a corporation duly
incorporated and validly existing in good standing under the laws of
its jurisdiction of incorporation as set forth above;
(f) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are
fully paid and non-assessable; and all of the issued equity
securities of each Principal Subsidiary of the Company have been duly
and validly authorized and issued, are fully paid and non-assessable
and (except for shares necessary to qualify directors or to maintain
any minimum number of shareholders required by law) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;
(g) The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to this Agreement and
the Pricing Agreement with respect to such Designated Securities,
such Designated Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has
been duly authorized by the Company and duly qualified under the
Trust Indenture Act and at each Time of Delivery for such Designated
Securities (as defined in Section 4 hereof), the Indenture will
constitute a valid and legally binding instrument of the Company,
enforceable in accordance with its terms except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights; and
the Indenture conforms, and the Designated Securities will conform,
to the descriptions thereof contained in the Prospectus as amended or
supplemented with respect to such Designated Securities;
(h) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture,
this Agreement and any Pricing Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with
or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company or any of its Principal
Subsidiaries pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which
the Company or any of its Principal Subsidiaries is a party or by
which the Company or any of its Principal Subsidiaries is bound or to
which any of the property or assets of the Company or any of its
Principal Subsidiaries is subject, which would cause a current or
prospective material adverse change in or affecting the financial
position, shareowners' equity or results of operations of the
Company and its subsidiaries considered as a whole or affect the
validity of the Securities or the legal authority of the Company
to comply with the Securities, the Indenture, this Agreement
or any Pricing Agreement; nor will such action result in
any violation of the provisions of the Certificate of
3
<PAGE> 4
Incorporation, as amended, or the By-Laws of the Company, or in a
violation of any statute or any order, rule or regulation of any
court or governmental agency or body in the United States having
jurisdiction over the Company or any of its Principal Subsidiaries or
any of their properties which would cause a current or prospective
material adverse change in or affecting the financial position,
shareowners' equity or results of operations of the Company and its
subsidiaries considered as a whole or affect the validity of the
Securities or the legal authority of the Company to comply with the
Securities, the Indenture, this Agreement or any Pricing Agreement
(except to the extent that the issue and sale of the Securities as
contemplated by this Agreement and the distribution of the Securities
by the Underwriters may result in violations of state securities or
Blue Sky laws); and no consent, approval, authorization, order,
registration or qualification of or with any court or any such
regulatory authority or other governmental body in the United States
having jurisdiction over the Company is required for the issue and
sale of the Securities or the consummation by the Company of the
other transactions contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have been, or will have
been prior to the Time of Delivery, obtained under the Act and the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Securities as contemplated by this Agreement and
any Pricing Agreement and the distribution of the Securities by the
Underwriters;
(i) There are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject,
other than as set forth in the Prospectus and other than those which
in the aggregate will not have a material adverse effect on the
Company and its subsidiaries considered as a whole; and, to the best
of the Company's knowledge, no such proceedings are contemplated by
governmental authorities; and
(j) Deloitte & Touche LLP, who have certified certain financial
statements of the Company and its subsidiaries, are, to the best of
the Company's knowledge, independent public accountants as to the
Company as required by the Act and the rules and regulations of the
Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the
release of such Designated Securities, the several Underwriters propose
to offer such Designated Securities for sale upon the terms and
conditions set forth in the Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in definitive form to the
extent practicable, and in such authorized denominations and registered
in such names as the Representatives may request upon at least forty-
eight hours' prior notice to the Company, shall be delivered by or on
behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of
the purchase price therefor by wire transfer or by certified or
official bank check or checks, payable to the order of the Company in
the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "Time
of Delivery" for such Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended and supplemented in
relation to the applicable Designated Securities in a form approved
by the Representatives and to file such Prospectus pursuant to Rule
424(b) under the Act not later than the Commission's close of
business on the second business day following the execution and
delivery of the Pricing Agreement relating to the applicable
Designated Securities or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for such Securities
which shall be reasonably disapproved by the Representatives for such
Securities promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after such
Time of Delivery and furnish the Representatives with copies thereof;
to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission
4
<PAGE> 5
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for
so long as the delivery of a prospectus is required in connection
with the offering or sale of such Securities, and during such same
period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed, or mailed
for filing, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus relating
to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or
of any request by the Commission for the amending or supplementing of
the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order
or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such
qualification, to use promptly its best efforts to obtain its
withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such United States
jurisdictions as the Representatives may request and to comply with
such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to
complete the distribution of such Securities, provided, that, in
connection therewith the Company shall not be required to qualify as
a foreign corporation or to file a general consent to service of
process in any jurisdiction or to subject itself to taxation for
doing business in any jurisdiction, and provided further that the
expense of maintaining any such qualification more than one year from
the date of the Pricing Agreement relating to such Securities shall
be at the expense of the Representatives for such Securities;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may
from time to time reasonably request, and, if the delivery of a
prospectus is required at any time prior to the expiration of nine
months after the date of the Pricing Agreement relating to the
Securities in connection with the offering or sale of such Securities
and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with
the Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to
prepare and furnish without charge to each Underwriter and to each
other broker-dealer participating with them in the distribution of
such Securities as many copies as the Representatives may from time
to time reasonably request of an amended Prospectus or a supplement
to the Prospectus which will correct such statement or omission or
effect such compliance; and if the Representatives or any such other
broker-dealer is required to deliver a prospectus in connection with
sales of any of such Securities at any time nine months or more after
the date of the Pricing Agreement relating to such Securities, upon
the request of the Representatives but at the expense of the
Underwriters or such other broker-dealer, as the case may be, to
prepare and deliver to the Representatives or such other broker-
dealer as many copies as the Representatives may request of an
amended Prospectus or supplement to the Prospectus complying with
Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c)), an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission thereunder (including
at the option of the Company Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and
including the earlier of (i) the termination of trading restrictions
for such Designated Securities, as notified to the Company by the
Representatives or (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise
dispose of in the United States any debt securities of the Company
which mature more than one year after such Time of Delivery and
5
<PAGE> 6
which are substantially similar to such Designated Securities,
without the prior written consent of the Representatives.
6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities under
the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and (except as otherwise expressly
provided in Section 5(c) hereof) amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters
and any other broker-dealers participating in the distribution of the
Securities; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in
connection with the offering, purchase, sale and delivery of the
Securities; (iii) all expenses in connection with the qualification of
the Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees (not to exceed
$18,000 per fiscal year of the Company) and disbursements of counsel
for the Underwriters in connection with such qualification and in
connection with the Blue Sky and legal investment surveys; (iv) any
fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees
and expenses of any Trustee and any agent of any Trustee and the fees
and disbursements of counsel for any Trustee in connection with any
Indenture and the Securities; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale
of any of the Securities by them, and any advertising expenses
connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representatives, to the
condition that all representations and warranties and other statements
of the Company in or incorporated by reference in the Pricing Agreement
relating to such Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and correct in all
material respects, the condition that the Company shall have performed
in all material respects all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations under the Act
and in accordance with Section 5(a) hereof; no stop order suspending
the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to the Representatives such opinion or opinions, dated the
Time of Delivery for such Designated Securities, with respect to the
incorporation of the Company, the validity of the Indenture, the
Designated Securities, the Registration Statement, the Prospectus as
amended or supplemented and other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request
to enable them to pass upon such matters;
(c) Richard W. Duesenberg, General Counsel for the Company, or
other counsel for the Company satisfactory to the Representatives,
shall have furnished to the Representatives his written opinion,
dated the Time of Delivery for such Designated Securities, in form
and substance satisfactory to the Representatives, to the effect
that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, with corporate power and authority to own its
properties and conduct its business as described in the Prospectus
as amended or supplemented, and has been duly qualified as a
foreign corporation for the transaction of business and is in good
standing under the laws of each other state of the United States
except Rhode Island;
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<PAGE> 7
(ii) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented and all of the issued
shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;
(iii) Each of the Principal Subsidiaries is a corporation duly
incorporated and validly existing in good standing under the laws
of the jurisdiction of its incorporation;
(iv) The Company owns directly or indirectly through one or more
wholly-owned subsidiaries all of the issued and outstanding equity
securities of the Principal Subsidiaries (except as specified in
Section 2(f) of this Agreement), free and clear of liens,
encumbrances, equities and claims, and all such securities are
validly authorized, issued, fully paid and non-assessable and
neither the Company nor any such subsidiary is subject to personal
liability by reason of being an owner thereof;
(v) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and
delivered by the Company;
(vi) To the best of such counsel's knowledge, there are no legal
or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject, other than as set forth
in the Prospectus and other than those which in the aggregate will
not have a material adverse effect on the Company and its
subsidiaries considered as a whole;
(vii) The Designated Securities have been duly authorized by the
Company; assuming that the facsimile signatures of officers
(specified in such opinion) of the Company and the facsimile seal
of the Company have been imprinted on the Designated Securities and
that the Designated Securities have been duly authenticated by the
Trustee under the Indenture (which assumptions such counsel need
not verify by an inspection of the Designated Securities), the
Designated Securities have been duly executed, issued and delivered
by the Company and constitute valid and legally binding obligations
of the Company entitled to the benefits provided by the Indenture;
and the Designated Securities and the Indenture conform to the
descriptions thereof in the Prospectus as amended or supplemented;
(viii) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally
binding instrument of the Company enforceable in accordance with
its terms except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting
the enforcement of creditors' rights; the Indenture has been duly
qualified under the Trust Indenture Act; and no taxes or recording
fees under Delaware, Missouri or Federal law are required to be
paid with respect to the execution of the Indenture and the
issuance of the Designated Securities;
(ix) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the
Designated Securities, the Indenture, this Agreement and the
Pricing Agreement with respect to the Designated Securities and the
consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute or result in a default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company or
any of its Principal Subsidiaries pursuant to the terms of, any
indenture, mortgage, deed of trust, loan agreement or other similar
agreement or instrument known to such counsel, after such
reasonable investigation as he deems necessary, to which the
Company or any of its Principal Subsidiaries is a party or by which
the Company or any of its Principal Subsidiaries is bound or to
which any of the property or assets of the Company or any of its
Principal Subsidiaries is subject which would cause a current or
prospective material adverse change in or affecting the financial
position, shareowners' equity or results of operations of the
Company and its subsidiaries considered as a whole or affect the
validity of the Designated Securities or the legal authority of the
Company to comply with the Designated Securities, the Indenture,
this Agreement or the Pricing Agreement; nor will such actions
result in a violation of the provisions of the Certificate of
Incorporation, as amended, or the By-Laws of the Company, or in a
violation of any statute or any order, rule or regulation of any
court or governmental agency or body in the United States having
jurisdiction over the Company or any of its subsidiaries or
7
<PAGE> 8
any of their properties which would cause a current or prospective
material adverse change in or affecting the financial position,
shareowners' equity or results of operations of the Company and its
subsidiaries considered as a whole or affect the validity of the
Designated Securities or the legal authority of the Company to
comply with the Designated Securities, the Indenture, this
Agreement or the Pricing Agreement (except to the extent that the
issue and sale of the Designated Securities as contemplated by this
Agreement and the Pricing Agreement and the distribution of the
Designated Securities by the Underwriters may result in violations
of state securities or Blue Sky laws); and no consent, approval,
authorization, order, registration or qualification of or with any
court or any such regulatory authority or other governmental body
in the United States having jurisdiction over the Company is
required for the issue and sale of the Designated Securities or the
consummation by the Company of the other transactions contemplated
by this Agreement or the Pricing Agreement or the Indenture, except
such as have been obtained under the Act and the Trust Indenture
Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
Designated Securities by the Underwriters;
(x) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
related schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and he has no reason to believe that any of such
documents, when they became effective or were so filed, as the case
may be, contained, in the case of a registration statement which
became effective under the Act, an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
and, in the case of other documents which were filed under the Act
or the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such documents were
so filed, not misleading; and
(xi) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto
made by the Company prior to the Time of Delivery for the
Designated Securities (other than the financial statements and
other financial data contained or incorporated by reference therein
or omitted therefrom, as to which such counsel need express no
opinion) appear on their face to be appropriately responsive in all
material respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations thereunder; and the
information included in the Registration Statement in response to
Item 10 (insofar as it relates to him) of Form S-3 is to the best
of his knowledge an accurate statement of the matter therein set
forth and fairly presents the information called for with respect
to that matter by the Act and the rules and regulations thereunder.
Such counsel may also state that he has not verified, and is not
passing upon and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in
the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented, other than those mentioned in the last
clause of subparagraph (vii) above, but such counsel shall confirm
that he has, however, participated in reviews and discussions in
connection with the preparation of the Registration Statement, the
Prospectus and the Prospectus as amended or supplemented and any
further amendments and supplements thereto made by the Company
prior to the Time of Delivery, and that in the course of such
reviews and discussions no facts came to his attention which led
him to believe that the Registration Statement or the Prospectus on
the effective date of the Registration Statement, or the Prospectus
as amended or supplemented on the date of such amendment or
supplement, or any amendment or supplement to the Prospectus as
amended or supplemented on the date of such further amendment or
supplement (in each case, apart from the financial statements and
other financial data contained or incorporated by reference therein
or omitted therefrom and from any written information furnished
to the Company by any Underwriter of Designated Securities
8
<PAGE> 9
through the Representatives expressly for use in the prospectus as
amended or supplemented or any omission therefrom) contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading; and such counsel does not
know of any contracts or other documents of a character required to
be filed as an exhibit to the Registration Statement or required to
be incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which are
not filed or incorporated by reference or described as required.
In rendering the foregoing opinion, such counsel may rely upon
opinions of local counsel satisfactory in form and scope to counsel
for the Representatives. In matters of New York law such counsel
may rely upon the opinion of Sullivan & Cromwell delivered pursuant
to Section 7(b) hereof.
(d) At the Time of Delivery for such Designated Securities,
Deloitte & Touche shall have furnished to the Representatives a
letter, dated such Time of Delivery, to the effect set forth in Annex
II hereto, and as to such other matters as the Representatives may
reasonably request and in form and substance satisfactory to the
Representatives;
(e) Since the respective dates as of which information is given in
the Prospectus as amended or supplemented there shall not have been
any material change in the capital stock (other than changes in
treasury stock within limits, or pursuant to employee plans,
disclosed or incorporated by reference in the Prospectus) or long-
term debt of the Company or any of its subsidiaries or any material
change, or any development involving a prospective material change,
in or affecting the financial position, shareowners' equity or
results of operations of the Company and its subsidiaries considered
as a whole, otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented, the effect of which is in the
reasonable judgment of the Representatives so material and adverse as
to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus as amended or
supplemented;
(f) On or after the date of the Pricing Agreement relating to the
Designated Securities no downgrading shall have occurred in the
rating accorded the Company's debt securities by any one of the
following statistical rating organizations: Standard & Poor's
Corporation, Moody's Investors Service, Inc. and Duff & Phelps;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the
following events, the effect of which in each case, in the reasonable
judgment of the Representatives, is such as to make it impracticable
for the Underwriters to market the Designated Securities or enforce
contracts for the sale of the Designated Securities: (i) the outbreak
or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, (ii)
a declaration of a banking moratorium by either Federal or New York
State authorities, (iii) a suspension or halt in trading on the New
York Stock Exchange in any securities of the Company which adversely
affects the marketing of the Designated Securities or (iv) a
suspension or limitation in trading in securities generally on the
New York Stock Exchange or the establishment of minimum prices on
such Exchange; and
(h) The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the Designated
Securities a certificate or certificates of officers of the Company
satisfactory to the Representatives as to the accuracy in all
material respects of the representations and warranties of the
Company herein at and as of such Time of Delivery and as to the
performance by the Company in all material respects of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery, and the Company also shall have furnished to the
Representatives a certificate of officers of the Company satisfactory
to the Representatives as to the matters set forth in subsection (a)
of this Section.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or
9
<PAGE> 10
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and
any other prospectus relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided, however,
that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and
in conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating
to such Securities; provided, further, that if any Preliminary
Prospectus, any preliminary prospectus supplement relating to the
Designated Securities, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Designated
Securities contained any alleged untrue statement or allegedly omitted
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading and such
statement or omission shall have been corrected in a revised
Preliminary Prospectus, preliminary prospectus supplement relating to
the Designated Securities, the Prospectus, the Prospectus as amended or
supplemented, any other prospectus relating to the Designated
Securities or any amendment or supplement thereto relating to the
Designated Securities, the Company shall not be liable to any
Underwriter under this subsection (a) with respect to such alleged
untrue statement or alleged omission to the extent that any such loss,
claim, damage or liability of such Underwriter results from the fact
that such Underwriter sold Designated Securities to a person to whom
there was not sent or given, at or prior to the written confirmation of
such sale, a copy of a revised Preliminary Prospectus (excluding
documents incorporated by reference), preliminary prospectus supplement
relating to the Designated Securities (excluding documents incorporated
by reference), the Prospectus (excluding documents incorporated by
reference), the Prospectus as amended or supplemented (excluding
documents incorporated by reference), any other amended prospectus
relating to the Designated Securities (excluding documents incorporated
by reference) or any amendment or supplement thereto relating to the
Designated Securities (excluding documents incorporated by reference),
as the case may be, containing a correction of such alleged
misstatement or omission, if the Company has made available copies
thereof to such Underwriter prior to the confirmation of such sale; and
provided, further, that the Company shall not be liable to any
Underwriter under this subsection (a) to the extent that any such loss,
claim, damage or liability of such Underwriter results from the use by
such Underwriter of the Prospectus as amended or supplemented
(excluding documents incorporated by reference) or the Prospectus as
amended or supplemented as it may be further amended or supplemented
(excluding documents incorporated by reference), as the case may be (i)
otherwise than in connection with an offer or sale of the Designated
Securities or (ii) at any time nine months or more after the time of
issue of the Prospectus as amended or supplemented unless the Company
has prior to such use amended or supplemented the Prospectus as amended
or supplemented to comply with Section 10(a)(3) of the Act if required
pursuant to Section 5(c) hereof and such Underwriter uses the
Prospectus as amended or supplemented as so further amended or
supplemented.
Each Underwriter acknowledges that the indemnity agreement in this
subsection (a) does not extend to any liability which such Underwriter
might have under Section 5(b) of the Act by reason of the fact that
such Underwriter sold Designated Securities to a person to whom there
was not sent or given, at or prior to the written confirmation of such
sale, a copy of the Prospectus (excluding documents incorporated by
reference), the Prospectus as amended or supplemented (excluding
documents incorporated by reference), any other prospectus relating to
the Designated Securities (excluding documents incorporated by
reference) or any amendment or supplement relating thereto (excluding
documents incorporated by reference), as the case may be, if the
Company has made available copies thereof to such Underwriter.
For purposes of this subsection (a) the Prospectus (excluding
documents incorporated by reference), the Prospectus as amended or
supplemented (excluding documents incorporated by reference), any other
10
<PAGE> 11
prospectus relating to the Designated Securities (excluding documents
incorporated by reference) or any amendment or supplement relating
thereto (excluding documents incorporated by reference), shall not be
deemed to have been made available to an Underwriter until (x) such
Underwriter has received the same or (y) such time after the receipt
thereof by the Representatives as would permit the Representatives with
reasonable diligence to deliver the same to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus,
any preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating
to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in any Preliminary Prospectus,
any preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating
to the Securities, or any such amendment or supplement, in reliance
upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for
use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof, and in the
event that such indemnified party shall not so notify the indemnifying
party within 30 days following receipt of any such notice by such
indemnified party, the indemnifying party shall have no further
liability under such subsection to such indemnified party unless such
indemnifying party shall have received other notice addressed and
delivered in the manner provided in the second paragraph of Section 12
hereof of the commencement of such action; but the omission so to
notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof as provided above, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable
to such indemnified party under such subsection for any legal expenses
of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a) or (b) above
in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to
the amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters
of the Designated Securities on the other from the offering of the
Designated Securities to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice
required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in
connection with the statements or omission which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion
11
<PAGE> 12
as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting
discounts and commissions received by such Underwriters. The relative
fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or such
Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by
which the total price at which the applicable Designated Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Company and to each person, if any,
who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the
Pricing Agreement relating to such Designated Securities, the
Representatives may in their discretion arrange for themselves or
another party or other parties to purchase such Designated Securities
on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange for the
purchase of such Designated Securities, then the Company shall be
entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the
Representatives to purchase such Designated Securities on such terms.
In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the
purchase of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated
Securities for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall
include any person substituted under this Section with like effect as
if such person had originally been a party to the Pricing Agreement
with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters
by the Representatives and the Company as provided in subsection (a)
above, the aggregate principal amount of such Designated Securities
which remains unpurchased does not exceed one-eleventh of the aggregate
principal amount of the Designated Securities, then the Company shall
have the right to require each non-defaulting Underwriter to purchase
the principal amount of Designated Securities which such Underwriter
agreed to purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities
of such defaulting Underwriter or Underwriters for which such
12
<PAGE> 13
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters
made by the Representatives or the Company as provided in subsection
(a) above, the aggregate principal amount of Designated Securities
which remains unpurchased exceeds one-eleventh of the aggregate
principal amount of the Designated Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting
Underwriter or Underwriters, then the Pricing Agreement relating to
such Designated Securities shall thereupon terminate, without liability
on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as
to the results thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company, or any officer
or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such
Pricing Agreement except as provided in Section 6 and Section 8 hereof;
but, if for any other reason Designated Securities are not delivered by
or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-
pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery
of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of
such Underwriters, and the parties hereto shall be entitled to act and
rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such Representatives jointly or by such of
the Representatives, if any, as may be designated for such purpose in
the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be
in writing and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to the address of the
Representatives as set forth in the Pricing Agreement; and if to the
Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address
will be supplied to the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and,
to the extent provided in Section 8 and Section 10 hereof, the officers
and directors of the Company and each person who controls the Company
or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement or any
such Pricing Agreement. No purchaser of any of the Securities from any
Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.
13
<PAGE> 14
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all
such respective counterparts shall together constitute one and the same
instrument.
Very truly yours,
MONSANTO COMPANY
By:
..................................
Name:
Title:
14
<PAGE> 15
ANNEX I
PRICING AGREEMENT
-----------------
Name(s) of Representative(s)
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
, 199
Dear Sirs:
MONSANTO COMPANY, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated ----------, 199 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Agreement to the
same extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer to you.
Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of
each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities,
in the form heretofore delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the
Company, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter
in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of
the Underwriters and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
<PAGE> 16
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
MONSANTO COMPANY
By: ..................................
Name:
Title:
Accepted as of the date hereof:
- ---------------------------------
( [Name of Representative Partnership] )
[Name of Representative
Corporation]
By: .............................
Name:
Title:
On behalf of each of the Underwriters
2
<PAGE> 17
<TABLE>
SCHEDULE I
<CAPTION>
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ---------------------
<S> <C>
[Name(s) of Representative(s)]................................................... $
[Names of other Underwriters]....................................................
--------
Total........................................................................ $
========
</TABLE>
3
<PAGE> 18
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus
accrued interest from to
[and accrued amortization, if any, from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus
accrued interest from to
[and accrued amortization, if any, from to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York Clearing House funds]
INDENTURE:
Indenture, dated , 19 , between the Company and , as
Trustee
MATURITY:
,
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through
the sinking fund, in whole or in part at the option of the Company,
in the amount of [$ ] or an integral multiple thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount). If [redeemed on or
before , %, and if] redeemed during the 12-month period
beginning ,
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
</TABLE>
4
<PAGE> 19
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling in or after , , at the
election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking
fund to retire [$ ] principal amount of Designated Securities
on in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative]
[noncumulative] redemptions at the option of the Company to retire an
additional [$ ] principal amount of Designated Securities in the
years through at 100% of their principal amount plus
accrued interest].
[If Securities are extendible debt Securities, insert-
EXTENDIBLE PROVISIONS:
Securities are repayable on , [insert date and years], at
the option of the holder, at their principal amount with accrued
interest. Initial annual interest rate will be %, and thereafter
annual interest rate will be adjusted on , and to a rate
not less than % of the effective annual interest rate on U.S.
Treasury obligations with - year maturities as of the [insert
date 15 days prior to maturity date] prior to such [insert maturity
date].]
[If Securities are Floating Rate debt Securities, insert-
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each , , and
] [to an annual rate of % above the average rate for -year
[month]
[securities] [certificates of deposit] issued by and
[insert names of banks].][and the annual interest rate
[thereafter] [from through ] will be the interest
yield equivalent of the weekly average per annum market discount rate
for -month Treasury bills plus % of Interest Differential
(the excess, if any, of (i) then current weekly average per annum
secondary market yield for -month certificates of deposit
over (ii) then current interest yield equivalent of the weekly
average per annum market discount rate for -month Treasury
bills); [from and thereafter the rate will be the then
current interest yield equivalent plus % of Interest
Differential].]
DEFEASANCE PROVISIONS:
TIME OF DELIVERY:
,
CLOSING LOCATION:
5
<PAGE> 20
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]:
6
<PAGE> 21
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, Deloitte &
Touche LLP shall furnish letters to the Underwriters to the effect
that:
(i) They are independent certified public accountants with respect
to the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules examined by them
and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material
respects with the applicable accounting requirements of the Act or
the Exchange Act, as applicable, and the related published rules and
regulations thereunder; and, if applicable, they have made a review
and issued a report in accordance with standards established by the
American Institute of Certified Public Accountants of the
consolidated interim financial statements, selected financial data,
pro forma financial information and/or condensed financial statements
derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports
thereon, if any, and copies of any such report have been furnished to
the Representatives;
(iii) On the basis of limited procedures, not constituting an audit
in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim consolidated financial statements of the Company and its
subsidiaries, inspection of the minute books of the Board of
Directors and the Executive and Audit Committees of the Board of
Directors of the Company since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Company responsible for
financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to their
attention that caused them to believe that:
(A) the unaudited condensed consolidated statements of income,
financial position and cash flow included or incorporated by
reference in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus do not comply as to
form in all material respects with the applicable accounting
requirements of the Exchange Act as it applies to Form 10-Q and the
related published rules and regulations thereunder or are not in
conformity with generally accepted accounting principles applied on
a basis substantially consistent with the basis for the audited
consolidated statements of income, financial position and cash flow
included or incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;
(B) any other unaudited income statement data and statement of
financial position items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were derived,
and any such unaudited data and items were not determined on a
basis substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements included
or incorporated by reference in the Company's Annual Report on Form
10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (A) and any unaudited
income statement data and statement of financial position items
included in the Prospectus and referred to in Clause (B) were not
determined on a basis substantially consistent with the basis for
the audited financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(D) any unaudited pro forma condensed consolidated financial
statements included or incorporated by reference in the Prospectus
do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the published
rules and regulations thereunder or the pro forma adjustments have
not been properly applied to the historical amounts in the
compilation of those statements;
<PAGE> 22
(E) as of a specified date not more than five calendar days prior
to the date of such letter, there have been any changes in the
capital stock (other than issuances of capital stock upon exercise
of options and stock appreciation rights, upon earn-outs of
performance shares and upon conversions of convertible securities,
in each case which were outstanding on the date of the latest
statement of financial position included or incorporated by
reference in the Prospectus) or any increase, excluding those
changes due solely to fluctuations in foreign currency exchange
rates, in the consolidated long-term debt or guaranteed obligations
of the Company and its subsidiaries or any decreases in
consolidated net current assets or net assets, in each case as
compared with amounts shown in the latest statement of consolidated
financial position included or incorporated by reference in the
Prospectus, except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or as a
result of any dispositions of assets which the Prospectus
specifically discloses have occurred or may occur, or, in the case
of consolidated long-term debt or guaranteed obligations,
consolidated net current assets or net assets, for changes,
decreases or increases, as the case may be, which are less than
$30,000,000, or which are described in such letter; and
(iv) In addition to the audits referred to in their opinions
included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraph (iii) above, they have carried
out certain specified procedures, not constituting an audit in
accordance with generally accepted auditing standards, with respect
to certain references to the Company's historical annual ratios of
earnings to fixed charges specified by the Representatives which
references are derived from the general accounting records of the
Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by
the Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared
certain of the amounts, percentages and financial information
contained in such references with the accounting records of the
Company and its subsidiaries and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by
reference therein) as defined in the Underwriting Agreement as of the
date of the letter delivered on the date of the Pricing Agreement for
purposes of such letter and to the Prospectus as amended or
supplemented (including the documents incorporated by reference
therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such
Designated Securities.
2
<PAGE> 1
EXHIBIT 5
June 13, 1995
To the Board of Directors of
Monsanto Company
Re: Registration Statement of Monsanto Company
(the "Company") on Form S-3
I have supervised the corporate proceedings relative to the issuance
of up to $300,000,000 aggregate principal amount of Debt Securities
covered by the referenced Registration Statement. I am also familiar
with the corporate proceedings relative to the incorporation and
present corporate status of the Company.
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the
Debt Securities, when sold, will be legally issued, fully paid and non-
assessable and binding obligations of the Company.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement relating to the Debt Securities; to the use of
my name under the heading "Legal Opinions" in the related Prospectus;
and to the references to Company counsel in the "Commitments and
Contingencies" note to the Notes to Financial Statements in the
Company's 1994 Annual Report to shareowners; in Note 6 to the Notes to
Financial Statements in the Company's Form 10-Q for the quarter ended
March 31, 1995; and in the "Commitments and Contingencies" note to the
Notes to Combined Financial Statements of the Kelco Division of Merck &
Co., Inc., appearing in the Company's Form 8-K dated February 17, 1995
as amended by its Form 8-K/A filed on March 28, 1995; all of which are
incorporated by reference in the Prospectus. In giving this consent I
do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
RICHARD W. DUESENBERG
RICHARD W. DUESENBERG
General Counsel
Monsanto Company
Saint Louis, Missouri
June 13, 1995
<PAGE> 1
EXHIBIT 12
<TABLE>
MONSANTO COMPANY AND SUBSIDIARIES
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ ----------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations before provision for
income taxes.......................................... $337 $294 $ 895<F*> $729<F*> $(174)<F*> $354<F*> $716
Add
Fixed charges........................................ 54 45 182 184 231 233 248
Less capitalized interest............................ (2) (2) (10) (12) (16) (24) (29)
Dividends from affiliated companies.................. - - 2 5 5 5 6
Less equity income (add equity loss) of affiliated
companies............................................. (11) - (21) (20) (1) (3) 11
---- ---- ------ ---- ----- ---- ----
Income as adjusted................................. $378 $337 $1,048 $886 $ 45 $565 $952
==== ==== ====== ==== ===== ==== ====
Fixed charges
Interest expense..................................... $ 42 $ 32 $ 131 $129 $ 169 $166 $176
Capitalized interest................................. 2 2 10 12 16 24 29
Portion of rents representative of interest factor... 10 11 41 43 46 43 43
---- ---- ------ ---- ----- ---- ----
Fixed charges...................................... $ 54 $ 45 $ 182 $184 $ 231 $233 $248
==== ==== ====== ==== ===== ==== ====
Ratio of earnings to fixed charges..................... 7.00 7.49 5.76 4.82 0.19 2.42 3.84
==== ==== ====== ==== ===== ==== ====
<FN>
- -----
<F*>Includes 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 would have been 5.80, 4.65, 3.22
and 4.39, respectively.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Monsanto Company:
We consent to the incorporation by reference in this Registration
Statement on Form S-3 (i) of our opinions dated February 24, 1995
appearing in and incorporated by reference in your 1994 Annual Report
on Form 10-K, and (ii) of our opinion dated March 13, 1995 (relating to
the financial statements of the Kelco Division of Merck & Co., Inc.)
appearing in your Form 8-K dated February 17, 1995 as amended by your
Form 8-K/A filed on March 28, 1995. We also consent to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 13, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Joan T. Bok, of Boston, Commonwealth of Massachusetts,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 5th day of January, 1995.
---
/s/ Joan T. Bok
----------------------------------------
COMMONWEALTH OF MASSACHUSETTS )
) SS
COUNTY OF WORCESTER )
On this 5th day of January, 1995, before me personally appeared
Joan T. Bok, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that she executed the same as her free
act and deed.
/s/ Renee M. Kossuth
----------------------------------------
Notary Public
My Commission Expires:
April 24, 1998
- ----------------------
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert M. Heyssel, of Seaford, State of Delaware, Director of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the county of St. Louis, Missouri, do by these presents make,
constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 10th day of January, 1995.
----
/s/ Robert M. Heyssel
----------------------------------------
STATE OF DELAWARE )
) SS
COUNTY OF SUSSEX )
On this 10th day of January, 1995, before me personally appeared
Robert M. Heyssel, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Susan C. McGee
----------------------------------------
Notary Public
My Commission Expires: SUSAN C. MCGEE
NOTARY PUBLIC
9/6/96 My Commission expires September 26, 1996
- ----------------------
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert B. Hoffman, of St. Louis County, State of Missouri,
Principal Financial Officer of Monsanto Company (the "Company"), a Delaware
corporation with its general offices in the county of St. Louis, Missouri, do
by these presents make, constitute and appoint RICHARD W. DUESENBERG, KARL R.
BARNICKOL and J. RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any
of them acting alone, to be my true and lawful attorneys for me and in my
name, place and stead, to execute and sign the Registration Statement on Form
S-3 and any Amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the
registration of debt securities to be issued by the Company from time to time
after the Registration Statement becomes effective, giving and granting unto
said attorneys full power and authority to do and perform such actions as
fully as I might have or could do if personally present and executing any of
said documents.
Witness my hand this 5th day of January, 1995.
---
/s/ Robert B. Hoffman
----------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 5th day of January, 1995, before me personally appeared
Robert B. Hoffman, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Mary Helen Moss
----------------------------------------
Notary Public
My Commission Expires:
August 10, 1997
- ----------------------
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Gwendolyn S. King, of Philadelphia, Commonwealth of Pennsylvania,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 6th day of January, 1995.
---
/s/ Gwendolyn S. King
----------------------------------------
COMMONWEALTH OF PENNSYLVANIA )
) SS
COUNTY OF PHILADELPHIA )
On this 6th day of January, 1995, before me personally appeared
Gwendolyn S. King, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that she executed the same as her
free act and deed.
/s/ Suzanne Schwartz
----------------------------------------
Notary Public
My Commission Expires: NOTARIAL SEAL
SUZANNE SCHWARTZ, Notary Public
June 12, 1995 City of Philadelphia, Phila. County
- ---------------------- My Commission Expires June 12, 1995
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Philip Leder, of Chestnut Hill, Commonwealth of Massachusetts,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 12th day of January, 1995.
----
/s/ Philip Leder
----------------------------------------
COMMONWEALTH OF MASSACHUSETTS )
) SS
COUNTY OF SUFFOLK )
On this 12th day of January, 1995, before me personally appeared
Philip Leder, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
/s/ Terri Broderick
----------------------------------------
Notary Public
My Commission Expires:
6/21/96
- ----------------------
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Howard M. Love, of Pittsburgh, Commonwealth of Pennsylvania,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 5th day of January, 1995.
---
/s/ H. M. Love
----------------------------------------
COMMONWEALTH OF PENNSYLVANIA )
) SS
COUNTY OF ALLEGHENY )
On this 5th day of January, 1995, before me personally appeared
Howard M. Love, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
/s/ Joan M. Zakor
----------------------------------------
Notary Public
My Commission Expires: Notarial Seal
Joan M. Zakor, Notary Public
Pittsburgh, Allegheny County
- ---------------------- My Commission Expires April 14, 1995
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Richard J. Mahoney, of St. Louis County, State of Missouri,
Principal Executive Officer and Director of Monsanto Company (the "Company"),
a Delaware corporation with its general offices in the county of St. Louis,
Missouri, do by these presents make, constitute and appoint RICHARD W.
DUESENBERG, KARL R. BARNICKOL and J. RUSSELL BLEY, JR., all of St. Louis
County, Missouri, or any of them acting alone, to be my true and lawful
attorneys for me and in my name, place and stead, to execute and sign the
Registration Statement on Form S-3 and any Amendments thereto to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, covering the registration of debt securities to be issued by the
Company from time to time after the Registration Statement becomes effective,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have or could do if personally
present and executing any of said documents.
Witness my hand this 11th day of January, 1995.
---
/s/ R. J. Mahoney
----------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 11th day of January, 1995, before me personally appeared
Richard J. Mahoney, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Mary K. Brady
----------------------------------------
Notary Public
My Commission Expires:
MARY K. BRADY
NOTARY PUBLIC STATE OF MISSOURI
ST. LOUIS COUNTY
MY COMMISSION EXP. MAY 21, 1996
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Frank A. Metz, Jr., of Sloatsburg, State of New York,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 6th day of January, 1995.
---
/s/ Frank A. Metz, Jr.
----------------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF ROCKLAND )
On this 6th day of January, 1995, before me personally appeared
Frank A. Metz, Jr., to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Mary Alice Conway
----------------------------------------
Notary Public
My Commission Expires: MARY ALICE CONWAY
Notary Public, State of New York
1/25/95 No. 5007249
- ---------------------- Qualified in Orange County
Commission Expires January 25, 1995
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Buck Mickel, of Greenville, State of North Carolina,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 5th day of January, 1995.
---
/s/ Buck Mickel
----------------------------------------
STATE OF SOUTH CAROLINA )
) SS
COUNTY OF GREENVILLE )
On this 5th day of January, 1995, before me personally appeared
Buck Mickel, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
/s/ Dorothy F. King
----------------------------------------
Notary Public
My Commission Expires:
My Commission Expires February 13, 2000
- ----------------------
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Jacobus F. M. Peters, of Wassenaar, Country of The Netherlands,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 10th day of January, 1995.
----
/s/ J. F. M. Peters
----------------------------------------
COUNTRY OF THE NETHERLANDS )
) SS
CITY OF WASSENAAR )
On this ___ day of January, 1995, before me personally appeared
___________, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
----------------------------------------
Notary Public
My Commission Expires:
- ----------------------
Seen for legalisation of the above signature of Mr Drs Jacobus
Franciscus Maria Peters, born on the eighth of September nineteen-
hundred and thirty one in Amsterdam, residing at (2244 AK)
Wassenaar, Dennenlaan 15, by me, Annemarie van Lonkhuijzen, civil
law notary, residing in The Hague.
The Hague, tenth of January nineteenhundred and ninety five.
A. van Lonkhuijzen
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Nicholas L. Reding, of St. Louis County, State of Missouri,
Director of Monsanto Company (the "Company"), a Delaware corporation with its
general offices in the county of St. Louis, Missouri, do by these presents
make, constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 18th day of January, 1995.
----
/s/ Nicholas L. Reding
----------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 18th day of January, 1995, before me personally appeared
Nicholas L. Reding, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Theresa A. Valentine
----------------------------------------
Notary Public
My Commission Expires:
January 20, 1998
- ----------------------
THERESA A. VALENTINE
NOTARY PUBLIC, STATE OF MISSOURI
MY COMMISSION EXPIRES JAN. 20, 1998
ST. LOUIS COUNTY
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, John S. Reed, of Princeton, State of New Jersey, Director of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the county of St. Louis, Missouri, do by these presents make,
constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 17th day of January, 1995.
----
/s/ John S. Reed
----------------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
On this 17th day of January, 1995, before me personally appeared
John S. Reed, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
/s/ Mary F. Chiodi
----------------------------------------
Notary Public
My Commission Expires:
MARY F. CHIODI
Notary Public, State of New York
No. 4506585
Qualified in Nassau County
Commission Expires January 31, 1996
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, William D. Ruckelshaus of Houston, State of Texas, Director of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the county of St. Louis, Missouri, do by these presents make,
constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 6th day of January, 1995.
---
/s/ William D. Ruckelshaus
----------------------------------------
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )
On this 6th day of January, 1995, before me personally appeared
William D. Ruckelshaus, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he executed the
same as his free act and deed.
/s/ Cynthia L. Reynolds
----------------------------------------
Notary Public
NOTARY PUBLIC
My Commission Expires: STATE OF TEXAS
CYNTHIA L. REYNOLDS
05-09-96 MY COMMISSION EXPIRES
- ---------------------- May 9, 1996
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Bruce R. Sents, of St. Louis County, State of Missouri, Principal
Accounting Officer of Monsanto Company (the "Company"), a Delaware corporation
with its general offices in the county of St. Louis, Missouri, do by these
presents make, constitute and appoint RICHARD W. DUESENBERG, KARL R.
BARNICKOL and J. RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any
of them acting alone, to be my true and lawful attorneys for me and in my
name, place and stead, to execute and sign the Registration Statement on Form
S-3 and any Amendments thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the
registration of debt securities to be issued by the Company from time to time
after the Registration Statement becomes effective, giving and granting unto
said attorneys full power and authority to do and perform such actions as
fully as I might have or could do if personally present and executing any of
said documents.
Witness my hand this 5th day of January, 1995.
---
/s/ Bruce R. Sents
----------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 5th day of January, 1995, before me personally appeared
Bruce R. Sents, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
/s/ Robert L. Kelley
----------------------------------------
Notary Public
My Commission Expires: ROBERT L. KELLEY
NOTARY PUBLIC, STATE OF MISSOURI
10/5/96 ST. LOUIS COUNTY
- ---------------------- MY COMMISSION EXP. OCT. 5, 1996
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert B. Shapiro, of St. Louis County, State of Missouri,
Principal Executive Officer and Director of Monsanto Company (the "Company"),
a Delaware corporation with its general offices in the county of St. Louis,
Missouri, do by these presents make, constitute and appoint RICHARD W.
DUESENBERG, KARL R. BARNICKOL and J. RUSSELL BLEY, JR., all of St. Louis
County, Missouri, or any of them acting alone, to be my true and lawful
attorneys for me and in my name, place and stead, to execute and sign the
Registration Statement on Form S-3 and any Amendments thereto to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, covering the registration of debt securities to be issued by the
Company from time to time after the Registration Statement becomes effective,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have or could do if personally
present and executing any of said documents.
Witness my hand this 2nd day of June, 1995.
---
/s/ Robert B. Shapiro
----------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 2nd day of June, 1995, before me personally appeared
Robert B. Shapiro, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
Mary K. Brady
----------------------------------------
Notary Public
My Commission Expires:
- ----------------------
MARY K. BRADY
NOTARY PUBLIC, STATE OF MISSOURI
ST. LOUIS COUNTY
MY COMMISSION EXP. MAY 21, 1996
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, John B. Slaughter, of Pasadena, State of California, Director of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the county of St. Louis, Missouri, do by these presents make,
constitute and appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J.
RUSSELL BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name, place and
stead, to execute and sign the Registration Statement on Form S-3 and any
Amendments thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the registration of
debt securities to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully
as I might have or could do if personally present and executing any of said
documents.
Witness my hand this 10th day of January, 1995.
----
/s/ John B. Slaughter
----------------------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On this 10th day of January, 1995, before me personally appeared
John B. Slaughter, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his
free act and deed.
/s/ Kay Lynn Fujiwara
----------------------------------------
Notary Public
My Commission Expires:
- ----------------------
KAY LYNN FUJIWARA
COMM. #995481
Notary Public - California
LOS ANGELES COUNTY
My Comm. Expires JUN 11, 1997
<PAGE> 1
SECURITIES ACT OF 1933 FILE NO. -----
(IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE
FOR DELAYED OFFERING PURSUANT TO SECTION 305(B)(2))
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________
-----------------
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza
New York, New York 10081
(Address of principal executive offices) (Zip Code)
-----------------
MONSANTO COMPANY
(Exact name of obligor as specified in its charter)
Delaware 43-0420020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 North Lindbergh Blvd.
St. Louis, Mo. 63167
(Address of principal executive offices) (Zip Code)
-----------------
DEBT SECURITIES
(Title of the indenture securities)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor.
(See Note below.)
<TABLE>
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligiblity.
<CAPTION>
<C> <S>
<F*>1.-A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
<F*>2.-Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which documents
are still in effect. (See Exhibit T-1 (Item 12), Registration No.
2-67437.)
<F*>3.-Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
<F*>4.-A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12), Registration No. 33-59209.)
<F*>5.-A copy of each indenture referred to in Item 4, if the obligor is
in default. (Not applicable).
<F*>6.-The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7.-A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority. (See Exhibit 7)
<FN>
- -----
<F*>The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy
of the Exhibit heretofore filed with the Securities and Exchange
Commission, to which there have been no amendments or changes.
</TABLE>
--------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
--------
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City
of New York, and the State of New York, on the 8th day of June, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ TIMOTHY E. BURKE
...................................
Timothy E. Burke
Second Vice President
2
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on March
31, 1995, published in response to call made by Comptroller of the
Currency, under title 12, United States Code, Section 161.
CHARTER NUMBER 02370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
ASSETS THOUSANDS
OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin....................................................... $ 4,264,000
Interest-bearing balances................................................................................ 6,755,000
Held-to-maturity securities................................................................................ 1,571,000
Available-for-sale securities.............................................................................. 4,687,000
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold....................................................................................... 2,502,000
Securities purchased under agreements to resell.......................................................... 35,000
Loans and lease financing receivables:
Loans and leases, net of unearned income............................................ $52,831,000
LESS: Allowance for loan and lease losses........................................... 1,078,000
LESS: Allocated transfer risk reserve............................................... 0
-----------
Loans and leases, net of unearned income, allowance, and reserve........................................... 51,753,000
Assets held in trading accounts............................................................................ 17,278,000
Premises and fixed assets (including capitalized leases)................................................... 1,785,000
Other real estate owned.................................................................................... 441,000
Investments in unconsolidated subsidiaries and associated companies........................................ 46,000
Customers' liability to this bank on acceptances outstanding............................................... 1,077,000
Intangible assets.......................................................................................... 809,000
Other assets............................................................................................... 6,346,000
-----------
TOTAL ASSETS............................................................................................... $99,349,000
<CAPTION> ===========
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices...................................................................................... $28,080,000
Noninterest-bearing................................................................ $10,224,000
Interest-bearing................................................................... 17,856,000
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs............................................ 35,906,000
Noninterest-bearing................................................................ $ 2,695,000
Interest-bearing................................................................... 33,211,000
-----------
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased.................................................................................. 2,086,000
Securities sold under agreements to repurchase........................................................... 158,000
Demand notes issued to the U.S. Treasury................................................................... 194,000
Trading liabilities........................................................................................ 13,545,000
Other borrowed money:
With original maturity of one year or less................................................................. 2,122,000
With original maturity of more than one year............................................................... 429,000
Mortgage indebtedness and obligations under capitalized leases............................................. 40,000
Bank's liability on acceptances, executed and outstanding.................................................. 1,081,000
Subordinated notes and debentures.......................................................................... 2,360,000
Other liabilities.......................................................................................... 6,300,000
-----------
TOTAL LIABILITIES.......................................................................................... 92,301,000
-----------
Limited-life preferred stock and related surplus........................................................... 0
<CAPTION>
EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus.............................................................. 0
Common stock............................................................................................... 917,000
Surplus.................................................................................................... 4,666,000
Undivided profits and capital reserves..................................................................... 1,552,000
LESS: Net unrealized loss on marketable equity securities.................................................. (98,000)
Cumulative foreign currency translation adjustments........................................................ 11,000
-----------
TOTAL EQUITY CAPITAL....................................................................................... 7,048,000
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL........................................ $99,349,000
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the
above named bank do hereby declare that this Report of Condition is
true and correct to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been
examined by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Richard J. Boyle Directors
(Signed) Donald H. Trautlein
