<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1997
Registration Statement File No.
================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-0420020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 North Lindbergh Boulevard 63167
St. Louis, Missouri (Zip Code)
(Address of Principal Executive Offices)
MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
(full title of the plan)
R. William Ide III, Esq.
General Counsel
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Name and address of Agent for service)
(314) 694-1000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
==================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share
<S> <C> <C> <C> <C>
Common Stock 75,000<F*> $47.09375<F**> $3,532,032<F**> $1,071
($2 par value)
==================================================================================================================
<FN>
- --------------
<F*> Section 11 of the Monsanto Company Non-Employee Director Deferred
Compensation Plan (the "Plan") provides that in the event of a stock
dividend, stock split, recapitalization, etc., the total number of
shares which may be purchased or awarded, the number of shares covered
by each outstanding award, and the price per share of such shares shall
be equitably adjusted. Accordingly, pursuant to Rule 416, this
registration statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which, by
reason of any such event, may become subject to the Plan.
<F**> Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h)(1) and based on the
average of the high and low prices of the Common Stock as reported in
The Wall Street Journal for the New York Stock Exchange Composite
Transactions for August 8, 1997.
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428 (b) (1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below of Monsanto Company (hereinafter
referred to as the "Company" or "registrant"), and all such other documents or
portions of documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
(a) The Company's latest annual report, filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, or either (1) the Company's
latest prospectus filed pursuant to Rule 424(b) under the
Securities Act which contains, either directly or by incorporation
by reference, audited financial statements for the Company's
latest fiscal year for which such statements have been filed, or
(2) the Company's effective registration statement on Form 10 or
20-F filed under the Exchange Act containing audited consolidated
financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
annual report or the prospectus or effective registration
statement referred to in (a) above.
(c) The description of Monsanto Company common stock, $2.00 par value
per share ("Common Stock"), and the description of associated
Preferred Stock Purchase Rights contained in registration
statements filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
1
<PAGE> 3
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by R. William Ide III, Senior Vice President,
Secretary, and General Counsel of the Company. Mr. Ide beneficially owns
37,400 shares and holds options to purchase an additional 462,000 shares of
Common Stock.
ITEM 6. 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 any liability which they may incur
in their capacity as such.
Section 57 of the Company's By-Laws provides for indemnification of directors,
officers, employees and agents of the Company.
In addition, the Company has entered into indemnification agreements with its
directors and officers and maintains directors' and officers liability
insurance for the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 7.
ITEM 9. UNDERTAKINGS.
(a) 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:
2
<PAGE> 4
(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 in the
aggregate, represent a fundamental change in the
information set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii)
above 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
the 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 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.
(b) 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised
3
<PAGE> 5
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.
4
<PAGE> 6
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-8, 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, and the State of Missouri, on this
13th day of August, 1997.
MONSANTO COMPANY
(Registrant)
By /s/ R. WILLIAM IDE III
--------------------------------------
R. William Ide III
Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
<F*> Chairman, President and Director August 13, 1997
- ------------------------------ (Principal Executive officer)
(Robert B. Shapiro)
<F*> Vice Chairman and Director August 13, 1997
- ------------------------------
(Nicholas L. Reding)
<F*> Senior Vice President August 13, 1997
- ------------------------------ (Principal Financial Officer)
(Robert B. Hoffman)
<F*> Vice President and Controller August 13, 1997
- ------------------------------ (Principal Accounting Officer)
(Michael R. Hogan)
<F*> Director August 13, 1997
- ------------------------------
(Joan T. Bok)
<F*> Director August 13, 1997
- ------------------------------
(Robert M. Heyssel)
<F*> Director August 13, 1997
- ------------------------------
(Michael Kantor)
<F*> Director August 13, 1997
- ------------------------------
(Gwendolyn S. King)
<F*> Director August 13, 1997
- ------------------------------
(Philip Leder)
<F*> Director August 13, 1997
- ------------------------------
(Howard M. Love)
<F*> Director August 13, 1997
- ------------------------------
(Frank A. Metz, Jr.)
5
<PAGE> 7
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director August , 1997
- ------------------------------ --
(Jacobus F.M. Peters)
<F*> Director August 13, 1997
- ------------------------------
(John S. Reed)
<F*> Director August 13, 1997
- ------------------------------
(John E. Robson)
<F*> Director August 13, 1997
- ------------------------------
(William D. Ruckelshaus)
<F*> Director August 13, 1997
- ------------------------------
(John B. Slaughter)
<FN>
<F*> R. William Ide III, 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.
</TABLE>
/s/ R. WILLIAM IDE III
----------------------------
R. William Ide III
Attorney-in-Fact
6
<PAGE> 8
EXHIBIT INDEX
-------------
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
(4) Form of Rights Agreement, dated as of January 26,
1990 between the Company and The First National
Bank of Boston (incorporated herein by reference to
the Company's Registration Statement on Form 8-A
filed with the Commission on January 31, 1990)
(5) Opinion re legality of securities to be issued
(15) Omitted - Inapplicable
(23) 1. Consent of Deloitte & Touche LLP
2. Consent of Company Counsel - See Exhibit 5
(24) Powers of Attorney submitted by Joan T. Bok, Robert
M. Heyssel, Robert B. Hoffman, Michael R. Hogan,
Michael Kantor, Gwendolyn S. King, Philip Leder,
Howard M. Love, Frank A. Metz, Jr., Nicholas L.
Reding, John S. Reed, John E. Robson, William D.
Ruckelshaus, Robert B. Shapiro, and John B.
Slaughter.
</TABLE>
7
<PAGE> 1
EXHIBIT 5
August 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As General Counsel of Monsanto Company, a Delaware Corporation having its
general offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167
(the "Company"), I am familiar with the Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company under the Securities
Act of 1933, as amended, covering 75,000 shares of common stock, $2 par value
per share, of Monsanto Company ("Common Stock") authorized for delivery to
certain non-employee directors of the Company upon or following termination of
each such director's service to the Company under the Monsanto Company
Non-Employee Director Deferred Compensation Plan (the "Plan"). The Plan, which
authorizes delivery of the 75,000 shares, was approved by the Company's Board
of Directors by unanimous written consent effective as of August 4, 1997.
I am also familiar with the Company's Restated Certificate of Incorporation
and its By-Laws as now in effect, and with all corporate and other proceedings
taken by the Board of Directors relative to the authorization of the Plan,
including the proposed delivery of 75,000 shares of Common Stock thereunder.
It is my opinion that the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; that the Plan, including the
proposed delivery of up to 75,000 shares of Common Stock thereunder, has been
duly authorized by appropriate corporate action of the Company; and that the
aforesaid 75,000 shares of Common Stock, when delivered pursuant to the
provisions of the Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to its use in connection therewith. I further
consent to the reference to Company counsel in the "Commitments and
Contingencies" note to the financial statements incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated by reference in said Registration Statement. My consent to
the reference to Company counsel in the note is not an admission that the
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ R. WILLIAM IDE III
R. William Ide III
General Counsel
Monsanto Company
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We consent to the incorporation by reference in this Registration Statement
of Monsanto Company on Form S-8 of our report dated February 28, 1997,
appearing in and incorporated by reference in your annual report on Form 10-K
for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
August 13, 1997
<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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 6th day of August, 1997.
JOAN T. BOK
-------------------------------
STATE OF VERMONT )
) SS
COUNTY OF ORLEANS )
On this 6th day of August, 1997, 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.
YVETTE R. BROWN
---------------------------
Notary Public
My Commission Expires: 2-10-99
---------------------------------------
<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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 5th day of August, 1997.
ROBERT M. HEYSSEL
-------------------------------
STATE OF DELAWARE )
) SS
COUNTY OF SUSSEX )
On this 5th day of August, 1997, 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.
AMY M. LITTLETON
---------------------------
Notary Public
My Commission Expires: 6-20-99
---------------------------------------
<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 R. WILLIAM IDE, III, CHARLES S.
JOHNSON and SONYA M. DAVIS, 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-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 6th day of August, 1997.
ROBERT B. HOFFMAN
-------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 6th day of August, 1997, 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.
RUTH M. HOULIHAN
---------------------------
Notary Public
My Commission Expires: 5-27-2001
---------------------------------------
Ruth M. Houlihan
Notary Public - State of Missouri
My Commission Expires May 27, 2001
St. Louis County
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, Michael R. Hogan, 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 R. WILLIAM IDE, III, CHARLES S.
JOHNSON and SONYA M. DAVIS, 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-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 6th day of August, 1997.
MICHAEL R. HOGAN
-------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 6th day of August, 1997, before me personally appeared Michael R.
Hogan, 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.
BARBARA S. ROBINETT
---------------------------
Notary Public
My Commission Expires:
-----------------------------------------
Barbara S. Robinett
Notary Public - State of Missouri
My Commission Expires June 10, 2001
St. Louis County
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, Michael Kantor, of the City of Washington, District of Columbia,
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA
M. DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 4th day of August, 1997.
MICHAEL KANTOR
-------------------------------
CITY OF WASHINGTON )
) SS
DISTRICT OF COLUMBIA )
On this 5th day of August, 1997, before me personally appeared Michael
Kantor, 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.
VERONICA JENKINS
---------------------------
Notary Public
My Commission Expires: My Commission Expires April 30, 1998
---------------------------------------
<PAGE> 6
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 R. WILLIAM IDE, III, CHARLES S.
JOHNSON and SONYA M. DAVIS, 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-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 5th day of August, 1997.
GWENDOLYN S. KING
-------------------------------
COMMONWEALTH OF PENNSYLVANIA )
) SS
COUNTY OF PHILADELPHIA )
On this 5th day of August, 1997, 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.
SUZANNE SCHWARTZ
---------------------------
Notary Public
My Commission Expires: August 23, 1999
---------------------------------------
Notarial Seal
Suzanne Schwartz, Notary Public
Philadelphia, Philadelphia County
My Commission Expires Aug. 23, 1999
<PAGE> 7
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA
M. DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 4th day of August, 1997.
PHILIP LEDER
-------------------------------
COMMONWEALTH OF MASSACHUSETTS )
) SS
COUNTY OF SUFFOLK )
On this 4th day of August, 1997, 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.
TERRI BRODERICK
---------------------------
Notary Public
My Commission Expires: May 22, 2003
---------------------------------------
<PAGE> 8
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA
M. DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 11th day of August, 1997.
HOWARD M. LOVE
-------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF ESSEX )
On this 11th day of August, 1997, 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.
SARA LAHART
---------------------------
Notary Public
My Commission Expires:
---------------------------------------
Sara Lahart
Notary Public in the State of New York
Qualified in Essex County No. 4982401
My Commission Expires June 3, 1999
<PAGE> 9
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 5th day of August, 1997.
FRANK A. METZ, JR.
-------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF ROCKLAND )
On this 5th day of August, 1997, 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.
MARY ALICE CONWAY
---------------------------
Notary Public
My Commission Expires: 1/25/99
---------------------------------------
Mary Alice Conway
Notary Public, State of New York
No. 5007249
Qualified in Orange County
Commission Expires January 25, 1999
<PAGE> 10
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA
M. DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 4th day of August, 1997.
NICHOLAS L. REDING
-------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 4th day of August, 1997, 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.
RUTH M. HOULIHAN
---------------------------
Notary Public
My Commission Expires: 5-27-2001
---------------------------------------
Ruth M. Houlihan
Notary Public - State of Missouri
My Commission Expires May 27, 2001
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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 6th day of August, 1997.
JOHN S. REED
-------------------------------
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
On this 6th day of August, 1997, 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.
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, 1998
<PAGE> 13
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, John E. Robson, of San Francisco, 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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 6th day of August, 1997.
JOHN E. ROBSON
-------------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF ORANGE )
On this 6th day of August, 1997, before me personally appeared John E.
Robson, 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.
CLAUDINE LAIS
---------------------------
Notary Public
My Commission Expires: 7-5-99
---------------------------------------
Claudine Lais
Comm. #1063717
Notary Public - California
Orange County
My Comm. Expires Jul 5, 1999
<PAGE> 14
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, William D. Ruckelshaus, of Medina, State of Washington, 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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 4th day of August, 1997.
WILLIAM D. RUCKELSHAUS
-------------------------------
STATE OF WASHINGTON )
) SS
COUNTY OF KING )
On this 4th day of August, 1997, 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.
DIANE L. HODGSON
---------------------------
Notary Public
My Commission Expires: Nov. 12, 1997
---------------------------------------
<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 Office 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 R. WILLIAM IDE,
III, CHARLES S. JOHNSON and SONYA M. DAVIS, 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-8 and any Amendments thereto to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), covering the registration of the Company's securities to
be issued under the Monsanto Company Non-Employee Director Deferred
Compensation Plan, giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or
could do if personally present and executing any of said documents.
Witness my hand this 11th day of August, 1997.
ROBERT B. SHAPIRO
-------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 11th day of August, 1997, 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.
BARBARA S. ROBINETT
---------------------------
Notary Public
My Commission Expires:
---------------------------------------
Barbara S. Robinett
Notary Public - State of Missouri
My Commission Expires June 10, 2001
St. Louis County
<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 R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M.
DAVIS, 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-8 and any Amendments
thereto to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and
granting unto said attorneys full power and authority to do and perform such
actions as fully as I might have done or could do if personally present and
executing any of said documents.
Witness my hand this 7th day of August, 1997.
JOHN B. SLAUGHTER
-------------------------------
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On this 7th day of August, 1997, 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.
HEIDI DILLON
---------------------------
Notary Public
My Commission Expires: 4-12-99
---------------------------------------
Heidi Dillon
Comm. #1055489
Notary Public - California
Los Angeles County
My Comm. Exp. April 12, 1999
