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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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DEKALB GENETICS CORPORATION
(NAME OF SUBJECT COMPANY)
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MONSANTO COMPANY
(BIDDER)
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CLASS B COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 14D-1)
CLASS A COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 13D)
(TITLE OF CLASS OF SECURITIES)
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244878 20 3
(WITH RESPECT TO SCHEDULE 14D-1)
244878 10 4
(WITH RESPECT TO THE SCHEDULE 13D)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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KARL R. BARNICKOL
ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY
MONSANTO COMPANY
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
TELEPHONE: 314-694-1000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
Copy to:
JOHN R. SHORT, ESQ.
PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE
720 OLIVE STREET SUITE 2400
ST. LOUIS, MISSOURI 63101
TELEPHONE: 314-421-3850
MARCH 8, 1996
If the filing person has previously filed a statement on Schedule 13G to report,
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement. /X/
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Cusip Nos. 244878 10 4 (for the Class A Common Stock)
244878 20 3 (for the Class B Common Stock)
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
Monsanto Company
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)/ /
(b)/ /
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
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6 Citizenship or Place of Organization
Delaware
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7 Aggregate Amount Beneficially Owned by Each Reporting Person
Sole Voting Power 80,907 Class A Shares
Shared Voting Power 0 Class A Shares
Sole Dispositive Power 80,907 Class A Shares
Shared Dispositive Power 0 Class A Shares
Aggregate Amount Beneficially Owned: 80,907 Class A Shares
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8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions) / /
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9 Percent of Class Represented by Amount in Row (7)
10.0% Class A Shares
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10 Type of Reporting Person (See Instructions)
CO
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This Amendment No. 2 amends and supplements the combined Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D dated
February 7, 1996 filed by Monsanto Company, a Delaware corporation (the
"Purchaser"), as amended, and relating to the tender offer by the Purchaser to
purchase up to 1,800,000 shares of the Class B common stock, without par value
(the "Class B Shares"), of DEKALB Genetics Corporation, a Delaware corporation
(the "Company"), at a price of $71.00 per Class B Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 7, 1996, and the related Letter of Transmittal (which
collectively constitute the "Offer"), which are annexed to and filed with the
combined Schedule 14D-1 and Schedule 13D as Exhibits (a)(1) and (a)(2),
respectively. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings set forth in the combined Schedule 14D-1 and Schedule
13D.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Wednesday, March 6, 1996. On March 7, 1996, Purchaser announced the acceptance
for payment by Purchaser of 1,723,738 outstanding Class B Shares, or
approximately 38.4% of the total number of Class B Shares then outstanding
pursuant to the Offer (including 72,713 Class B Shares tendered by guaranteed
delivery procedures). All Class B Shares validly tendered and not withdrawn
prior to the expiration of the Offer were accepted for payment. The text of the
press release dated March 7, 1996 and annexed hereto as Exhibit (a)(11) is
hereby incorporated herein by reference.
On March 8, 1996 the Purchaser acquired from the Company 80,907 Class A
Shares and 378,000 Class B Shares in accordance with the provisions of the
Investment Agreement. The text of the press release dated March 8, 1996 and
annexed hereto as Exhibit (a)(12) is hereby incorporated herein by reference.
After giving effect to the purchase of the Class B Shares which the
Purchaser has accepted for payment pursuant to the Offer, Purchaser owns 80,907
Class A Shares (approximately 10.0% of the outstanding Class A Shares) and will
own 2,101,738 Class B Shares (approximately 43.2% of the outstanding Class B
Shares). Purchaser has sole voting power and sole dispositive power with respect
to all such Class A Shares and sole dispositive power with respect to all such
Class B Shares. Purchaser has no shared voting power and no shared dispositive
power with respect to any Class A Shares and no shared dispositive power with
respect to any Class B Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued by Monsanto Company on March 7, 1996.
(a)(12) Press Release issued by Monsanto Company on March 8, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the statement is true, complete and correct.
MONSANTO COMPANY
By: /S/ KARL R. BARNICKOL
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Name: Karl R. Barnickol
Title: Associate General Counsel
and
Assistant Secretary
Dated: March 8, 1996
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EXHIBIT LIST
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. NUMBER
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<C> <S> <C>
(a)(1) Offer to Purchase dated February 7, 1996. **
(a)(2) Letter of Transmittal. **
(a)(3) Notice of Guaranteed Delivery. **
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees. **
(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees to Clients. **
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. **
(a)(7) Summary Advertisement as published in The Wall Street Journal on February
7, 1996. **
(a)(8) Text of Press Release dated February 1, 1996 issued by the Company. **
(a)(9) Notice to Holders of Class A Common Stock of DEKALB Genetics Corporation. **
(a)(10) Letter from Harris Trust and Savings Bank, as Trustee of the DEKALB
Genetics Corporation Savings and Investment Plan, to Participants in the
DEKALB Genetics Corporation Savings and Investment Plan. **
(a)(11) Press Release issued by Monsanto Company on March 7, 1996.
(a)(12) Press Release issued by Monsanto Company on March 8, 1996.
(c)(1) Investment Agreement dated January 31, 1996 between the Company and the
Purchaser. **
(c)(2) Stockholders' Agreement dated January 31, 1996 between the Purchaser and
certain holders of the Class A Common Stock of the Company. **
(c)(3) Registration Rights Agreement dated January 31, 1996 between the Company
and the Purchaser. **
(c)(4) Collaboration Agreement dated January 31, 1996 between the Company and the
Purchaser.* **
(c)(5) Corn Borer-Protected Corn License Agreement dated January 31, 1996 between
the Company and the Purchaser.* **
(c)(6) Glyphosate-Protected Corn License Agreement dated January 31, 1996 between
the Company and the Purchaser.* **
(c)(7) CaMV Promoter License Agreement dated January 31, 1996 between the Company
and the Purchaser.* **
</TABLE>
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* Agreement subject to a request for confidential treatment.
** Previously filed.
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EXHIBIT 99.A(11)
NEWS MONSANTO
FOR RELEASE IMMEDIATELY
Loren W. Wassell
(314) 694-7002
PUBLIC AFFAIRS
Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, Missouri 53167
MONSANTO ACCEPTS TENDERED SHARES
OF DEKALB GENETICS CORPORATION
ST. LOUIS, March 7, 1996 -- Monsanto Company today announced it has
accepted for payment all shares validly tendered by holders of the Class B
(non-voting) common stock of DEKALB Genetics Corporation pursuant to the terms
of a tender offer expiring yesterday.
As part of an agreement with DEKALB for a long-term collaboration in
agricultural biotechnology, Monsanto commenced on Feb. 7 a tender offer for up
to 1.8 million shares of the Class B common stock of DEKALB at a price of
$71.00 per share.
Based on preliminary results, 1,723,738 shares were tendered by the
expiration date, March 6. Monsanto has accepted for payment all Class B DEKALB
shares tendered in response to the offer.
Payment for the tendered shares is scheduled for March 8, at which time
Monsanto also expects to purchase certain Class A and Class B shares directly
from DEKALB. Monsanto agreed to purchase from DEKALB 10 percent of the Class A
(voting) shares and 378,000 Class B shares at $65.00 per share.
Under the agreement between the two companies, Monsanto has the option
of purchasing approximately 75,000 additional DEKALB Class B shares in the open
market over the next 12 months subject to a maximum ownership of 45 percent of
the Class B shares outstanding.
Further information regarding acceptance and payment for tendered
shares is available from the information agent, Georgeson & Company Inc., at
(800) 223-2064 or from the dealer manager, Robertson, Stephens & Company LLC at
(800) 270-5829.
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EXHIBIT 99.A(12)
NEWS MONSANTO
FOR RELEASE IMMEDIATELY
Loren W. Wassell
(314) 694-7002
PUBLIC AFFAIRS
Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, Missouri 53167
MONSANTO AND DEKALB
FINALIZE COLLABORATION
IN AG BIOTECHNOLOGY
ST. LOUIS, March 8, 1996 -- Monsanto Company and DEKALB Genetics
Corporation today finalized their long-term collaboration in agricultural
biotechnology. Definitive agreements for the effort were announced on Feb. 1.
The collaboration includes a minority equity investment in DEKALB by
Monsanto, a 10-year research collaboration, and non-exclusive cross-licensing
of technologies herbicide-tolerant and insect-protected corn products.
"This strategic relationship greatly strengthens Monsanto's position in
the important seed corn business," said Robert T. Fraley, president of
Monsanto's Ceregen unit, which develops new agricultural products.
"The quality of our technology is important, but so is the quality of
the seeds that contain the improved performance traits. DEKALB is one of the
industry's leaders in biotechnology, conventional breeding and the seed
business, and Monsanto will benefit from all of that expertise," Fraley said.
"This research collaboration combines the strengths of both companies'
agricultural biotechnology programs," said Bruce P. Bickner, DEKALB's chairman
and chief executive officer. "By coordinating certain of our respective
research activities, we will be able to bring more products with value-added
traits to market within a shorter time span."
"While today marks the end of lengthy negotiations, it's more important
as the beginning of a vibrant and productive collaboration in a promising new
field. We look forward to combining two impressive portfolios of agricultural
technology and to the synergies between them. Monsanto intends to offer
growers the best traits, in the best seeds, through leading seed companies like
DEKALB," said William M. Ziegler, Monsanto's business director for corn and
soybeans.
[more]
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In today's actions, Monsanto invested approximately $30 million to
acquire 10 percent of the Class A (voting) stock of DEKALB and approximately 8
percent of the company's Class B (non-voting) stock. Monsanto also purchased
about 1.7 million shares of Class B stock submitted in response to a tender
offer that expired Wednesday. Total value of the equity investment is
approximately $152 million.
In all, Monsanto is acquiring approximately 45 percent of the
outstanding Class B shares, and approximately 40 percent of the total
outstanding common stock.
Monsanto and DEKALB also executed a 10-year research and development
agreement, under which Monsanto will pay a total of $19.5 million. The two
companies will share licensing revenues for products that are developed as a
result of the collaboration, primarily corn.
The companies also signed non-exclusive cross-licensing agreements.
DEKALB receives worldwide licenses for certain Monsanto technology, including
technologies for YieldGard insect protected corn and Roundup Ready corn
tolerant of Roundup herbicide. Monsanto receives licenses to use DEKALB's
technology and certain ability to further license the technology. Both
YieldGard and Roundup Ready corn are currently in regulatory review.
Based in Dekalb, Illinois, DEKALB is engaged in the research,
production and marketing of agricultural seed and swine breeding stock.
Monsanto is a science and technology company based in St. Louis,
Missouri. It is a global leader in agricultural biotechnology and in the
development of improved food and fiber crops.
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NOTE TO EDITORS: Roundup, Roundup Ready and YieldGard are among the trademarks
owned or licensed by Monsanto Company and its subsidiaries.
