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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO.1) PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO.1
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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 THE SCHEDULE 14D-1)
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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
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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
84,717*
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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%*
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10 Type of Reporting Person (See Instructions)
CO
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* The Investment Agreement dated as of January 31, 1996 between Monsanto Company
(the "Purchaser") and DEKALB Genetics Corporation (the "Company"), described
in the Offer to Purchase dated February 7, 1996 (the "Offer to Purchase"),
provides for the purchase by the Purchaser of newly issued shares of Class A
Common Stock ("Class A Stock") of the Company representing 10% of the
outstanding shares of Class A Stock after expiration of the tender offer (the
"Offer") described in the Offer to Purchase and after giving effect to the
issuance of such shares. The Class A Stock is convertible into Class B Common
Stock ("Class B Stock") of the Company, and holders of Class A Stock may
convert shares of Class A Stock into Class B Stock in order to participate in
the Offer for Class B Stock. The number of shares of Class A Stock set forth
in Item 7 is based upon the number of shares of Class A Stock outstanding on
January 31, 1996.
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") and Schedule 13D filed with the
Securities and Exchange Commission on February 7, 1996 by Monsanto Company (the
"Purchaser"), relating to the offer by Purchaser to purchase up to 1,800,000
of the outstanding shares of the Class B Common Stock, without par value (the
"Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the
"Company"), at a price of $71.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase
dated February 7, 1996 (the "Offer to Purchase"), the related Letter of
Transmittal and the Investment Agreement dated as of January 31, 1996 between
the Purchaser and the Company, copies of which were attached to the Schedule
14D-1 as Exhibits (a)(1), (a)(2) and (c)(1) respectively.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a) (10) Letter of Harris Trust and Savings Bank,
as Trustee of the DEKALB Genetics Corporation Savings and
Investment Plan, to Participants in the DEKALB Genetics
Savings and Investment Plan.
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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 this statement is true, complete and correct.
Dated: February 12, 1996
MONSANTO COMPANY
By: /S/ KARL R. BARNICKOL
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Name: Karl R. Barnickol
Title: Associate General Counsel and
Assistant Secretary
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EXHIBIT LIST
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. NUMBER
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<S> <C> <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.
(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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OFFER TO PURCHASE FOR CASH
UP TO 1,800,000 SHARES OF CLASS B COMMON STOCK
OF
DEKALB GENETICS CORPORATION
AT
$71.00 NET PER SHARE
BY
MONSANTO COMPANY
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Harris Trust and Savings Bank, as Trustee, has enclosed for your
consideration an Offer to Purchase dated February 7, 1996 (the "Offer to
Purchase") and related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") in
connection with the offer by Monsanto Company, a Delaware corporation, to
purchase up to 1,800,000 shares of Class B Common Stock, without par value (the
"Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the
"Company"), at a price of $71.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions contained in the Offer. Also enclosed is
the Letter to Stockholders of the Company from Bruce P. Bickner, Chairman and
Chief Executive Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9. This material is being
forwarded to you as the beneficial owner of Shares carried by us in your
account but not registered in your name. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES
HELD BY US FOR YOUR ACCOUNT. A tender of such Shares may only be made by us as
the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish to tender any
or all such Shares held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $71.00 per Share, net to the seller in cash.
2. The Offer is not conditioned upon a minimum number of Shares being
tendered.
3. The Board of Directors of the Company has, by unanimous vote of all
directors, (i) approved the Investment Agreement and the
Ancillary Agreements (as each is defined in the introduction of
the Offer to Purchase), (ii) determined that the Investment
Agreement, the Ancillary Agreements and the transactions
contemplated thereby, including the Offer, taken together, are
fair to and in the best interests of the Company and its
shareholders and (iii) recommended the Offer to holders of Shares
who desire an opportunity to sell all or a portion of their Shares
for cash at this time.
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4. Harris Trust and Savings Bank, as Trustee, has not determined
whether or not the terms of the Offer and such other transactions,
taken together, are fair to, and in the best interest of, the
stockholders of the Company and does not intend to recommend
whether or not holders of Shares of the Company accept the Offer
and tender their Shares.
5. The Offer is being made for up to 1,800,000 Shares. If more than
1,800,000 Shares are tendered, then Shares will be accepted for
payment on a pro rata basis, as described in the Offer to Purchase.
6. Any stock transfer taxes applicable to a sale of the Shares to the
Purchaser will be paid by or on behalf of the Purchaser, except
as otherwise provided in Instruction 6 of the Letter of
Transmittal.
7. Stockholders who tender Shares will not be obligated to pay
brokerage commissions with respect to such tenders.
8. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996,
UNLESS THE OFFER IS EXTENDED.
The Purchaser has indicated that it is not aware of any state in which
the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. The Purchaser has indicated that if the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make
a good faith effort to comply with any such state statute. If, after such good
faith effort, the Purchaser cannot comply with any such state statute, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
the holders of Shares in such state. In any jurisdiction in which the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of the
Purchaser by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the next page. Your instructions to us must be received by us by
March 1, 1996 in order to permit us to submit a tender on your behalf prior to
the expiration of the Offer. If you instruct the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the instruction form
set forth on the next page. THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO
YOU FOR INFORMATION ONLY AND MAY NOT BE USED TO TENDER SHARES.
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THIS FORM MUST BE RECEIVED BY HARRIS TRUST AND SAVINGS
BANK BY MARCH 1, 1996
INSTRUCTIONS TO THE HARRIS TRUST AND SAVINGS BANK AS TRUSTEE
WITH RESPECT TO THE OFFER TO PURCHASE SHARES OF
CLASS B COMMON STOCK OF DEKALB GENETICS CORPORATION
The undersigned acknowledges receipt of your letter enclosing the Offer
to Purchase dated February 7, 1996, relating to the offer by Monsanto Company,
a Delaware corporation, to purchase shares of Class B Common Stock, without
par value ("Shares") of DEKALB Genetics Corporation, a Delaware corporation,
and the related specimen Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below
(or, if no number is indicated below, all Shares) held by you for account of
the undersigned, pursuant to the terms and conditions set forth in the Offer to
Purchase and the related specimen Letter of Transmittal.
NUMBER OF SHARES TO BE TENDERED:
____________________SHARES*
______________________________________
Signature
______________________________________
______________________________________
______________________________________
(Please print name and address here)
______________________________________
Area code and telephone number
______________
*I understand that if I sign this instruction form without indicating a
lesser number of Shares in the space above, all Shares held by you for my
account will be tendered.
