<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 7, 1995
$200,000,000
MONSANTO
6.75% DEBENTURES DUE DECEMBER 15, 2027
------------------------
Interest on the Debentures is payable on June 15 and December 15 of each
year, commencing on June 15, 1998. No sinking fund is provided for the
Debentures, and the Debentures are not subject to redemption at the option of
the Company. The Debentures will be represented by one or more global
Debentures and registered in the name of the nominee of The Depository Trust
Company. Beneficial interests in the Book-Entry Debentures will be shown on,
and transfers thereof will be effected only through, records maintained by DTC
and its participants. Except as described herein, Debentures in definitive form
will not be issued. The Debentures will be issued only in registered form in
denominations of $1,000 and integral multiples thereof. The Debentures will
trade in DTC's Same-Day Funds Settlement System, and secondary market trading
activity in the Debentures will therefore settle in immediately available
funds. All payments of principal and interest will be made by the Company in
immediately available funds so long as the Debentures are represented by global
Debentures. See "Description of Debentures".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE<F1> DISCOUNT<F2> COMPANY<F1><F3>
------------------ ------------ ---------------
<S> <C> <C> <C>
Per Debenture................................................ 99.616% 0.875% 98.741%
Total........................................................ $199,232,000 $1,750,000 $197,482,000
<FN>
- -------
<F1> Plus accrued interest, if any, from December 19, 1997.
<F2> The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
<F3> Before deducting estimated expenses of $150,000 payable by the Company.
</TABLE>
------------------------
The Debentures offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York, on or about December 19, 1997, against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
------------------------
The date of this Prospectus Supplement is December 16, 1997.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
DEBENTURES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
AVAILABLE INFORMATION
The following information updates certain of the information under the same
caption in the accompanying Prospectus. The address of the Regional Office of
the Securities and Exchange Commission in New York is Seven World Trade Center,
New York, New York 10048. The address of the Regional Office of the Securities
and Exchange Commission in Chicago is Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. The Securities and Exchange Commission
maintains a World Wide Website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. The address of the site is
http://www.sec.gov.
------------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-2516)
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
3. The Company's Form 8-K Current Report dated September 1, 1997 and filed
on September 16, 1997.
4. The Company's Form 8-K Current Report dated December 5, 1997 and filed
on December 5, 1997.
5. The Company's Proxy Statement dated July 14, 1997.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
Supplement and prior to the termination of the offering of the Debentures shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein, in the
accompanying Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus Supplement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus
Supplement or the accompanying Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus Supplement is delivered, upon the written or
oral request of such person, a copy of any or all of the documents which have
been or may be incorporated by reference herein, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to Monsanto
Company, at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167
(Attention: Corporate Secretary), telephone: (314) 694-1000.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used to reduce the
outstanding amount of commercial paper issued by the Company. Such commercial
paper has an average maturity of 41 days, and has a weighted average interest
rate of 5.68%, both as of November 30, 1997. Pending application for this
purpose, the net proceeds from the sale of the Debentures may be invested
temporarily in marketable securities.
S-2
<PAGE> 3
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited historical ratio of earnings
to fixed charges of Monsanto for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30 YEAR ENDED DECEMBER 31,
----------------- --------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
3.14 7.67 4.33 4.49 5.23 3.68 <F1>
<FN>
- -------
<F1> Earnings were inadequate to cover fixed charges by $220 million.
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges (interest expense, excluding capitalized interest, and other fixed
charges) are covered by earnings from continuing operations (excluding
undistributed earnings of affiliated companies) before income taxes,
extraordinary credits and fixed charges (other than capitalized interest).
Earnings from continuing operations included charges for acquired in-process
research and development, restructuring and other unusual items of $609 million
for the nine months ended September 30, 1997, and $376 million and $579 million
for the years ended December 31, 1996 and 1992, respectively. Excluding these
unusual items, the ratio of earnings to fixed charges would have been 6.97,
6.47 and 2.82 in 1997, 1996 and 1992, respectively. The ratio was not
materially affected by the restructuring and other unusual items in 1995, 1994
and 1993.
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to in the Prospectus as "Offered Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of Debt Securities set forth in the
Prospectus, to which description reference is hereby made. Capitalized terms
not otherwise defined herein shall have the meanings given to them in the
Prospectus.
The Debentures will be limited to $200 million aggregate principal amount
and will mature on December 15, 2027. The Debentures will be issued only in
Book-Entry form in denominations of $1,000 and integral multiples thereof.
BOOK-ENTRY DEBENTURES
The Debentures will be issued in the form of one or more Book-Entry
Debentures. The Book-Entry Debentures will be deposited with, or on behalf of
DTC, and registered in the name of DTC or a nominee of DTC and, except under
the circumstances described in the Prospectus under "Description of Debt
Securities--Book-Entry Securities," Book-Entry Debentures will not be
exchangeable for definitive Debentures and will not otherwise be issuable as
definitive Debentures.
DTC has advised the Company and the Underwriters as follows: DTC is a
limited purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of section 17A of the Exchange
Act. DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers
(including the Underwriters), banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives)
own DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
A further description of DTC's procedures with respect to Book-Entry
Debentures is set forth in the Prospectus under "Description of Debt
Securities--Book-Entry Securities." DTC has confirmed to the Company, the
Underwriters and the Trustee that it intends to follow such procedures.
S-3
<PAGE> 4
INTEREST
The Debentures will bear interest at the rate set forth on the cover page
of this Prospectus Supplement from December 19, 1997, or the most recent
interest payment date to which interest has been paid or provided for, payable
semiannually on June 15 and December 15 of each year, beginning June 15, 1998,
to the person in whose name a Debenture (or any predecessor Debenture) is
registered at the close of business on the June 1 or December 1, as the case
may be, next preceding such interest payment date.
REDEMPTION
No sinking fund is provided for the Debentures, and the Debentures are not
subject to redemption at the option of the Company.
DEFEASANCE
The provisions of Sections 403 and 1010 of the Indenture relating to
defeasance and covenant defeasance, which are described in the accompanying
Prospectus, will apply to the Debentures.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds so long as the Debentures are represented by global
Debentures.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the
Debentures will trade in the Depositary's Same-Day Funds Settlement System, and
secondary market trading in the Debentures will therefore be required by the
Depositary to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading in the Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement between the Company and the Underwriters, the Company
has agreed to sell to each of the Underwriters named below (collectively, the
"Underwriters"), and each of the Underwriters has severally agreed to
purchase, the principal amount of the Debentures set forth opposite its name.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER DEBENTURES
----------- ----------
<S> <C>
Goldman, Sachs & Co............................................... $ 66,666,668
Merrill Lynch, Pierce, Fenner & Smith Incorporated................ 66,666,666
Salomon Brothers Inc.............................................. 66,666,666
------------
Total......................................................... $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are committed to take and pay for all the
Debentures, if any Debentures are purchased.
The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain security dealers at such price
less a concession not in excess of 0.500% of the principal amount per
Debenture. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of 0.250% of the principal amount of the Debentures to
certain other dealers. After the Debentures are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Debentures but are not
S-4
<PAGE> 5
obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Debentures.
In connection with the offering, the Underwriters may purchase and sell the
Debentures in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover short positions created by
the Underwriters in connection with the offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing or retarding
a decline in the market price of the Debentures; and short positions created by
the Underwriters involve the sale by the Underwriters of a greater number of
Debentures than they are required to purchase from the Company in the offering.
The Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the securities sold in the offering may
be reclaimed by the Underwriters if such Debentures are repurchased by the
Underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Debentures,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time.
These transactions may be effected in the over-the-counter market or otherwise.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, each of the
Underwriters or their affiliates have provided, and may in the future provide,
investment banking services to the Company.
Settlement for the Debentures will be made in immediately available funds
and secondary trading in the Debentures will settle in immediately available
funds. See "Description of Debentures--Same-Day Settlement and Payment."
LEGAL OPINIONS
The validity of the Debentures offered hereby will be passed upon for the
Company by R. William Ide III, General Counsel for the Company, and for the
Underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York
10004. Mr. Ide is a full-time employee of the Company and owns, and holds
options to purchase, shares of the Company's common stock. Sullivan & Cromwell
has from time to time represented the Company in connection with certain
matters.
EXPERTS
The consolidated financial statements and supplemental schedules of
Monsanto at December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 appearing (or incorporated by reference) in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
the restated consolidated financial statements of Monsanto at December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996
appearing in the Company's Form 8-K Current Report dated December 5, 1997,
incorporated herein by reference, have been audited by Deloitte & Touche LLP,
independent public accountants, as stated in their reports, which also are
incorporated herein by reference, and are incorporated by reference herein in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
S-5
<PAGE> 6
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 July 7, 1995.
<PAGE> 7
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> 8
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
The following table sets forth the unaudited historical ratio of earnings
to fixed charges of Monsanto for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------- --------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
7.00 7.49 5.76<F*> 4.82<F*> 0.19<F*> 2.42<F*> 3.84
</TABLE>
The ratio of earnings to fixed charges represents the number of times fixed
charges (interest expense, excluding capitalized interest, and other fixed
charges) are covered by earnings from continuing operations (excluding
undistributed earnings of affiliated companies) before income taxes,
extraordinary credits and fixed charges (other than capitalized interest).
<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.
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.
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
3
<PAGE> 9
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 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)
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<PAGE> 10
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)
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
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<PAGE> 11
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
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
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<PAGE> 12
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. 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
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<PAGE> 13
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 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
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<PAGE> 14
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.
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
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<PAGE> 15
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.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
PAGE
----
Available Information........................................................... S-2
Incorporation of Documents by Reference......................................... S-2
Use of Proceeds................................................................. S-2
Ratio of Earnings to Fixed Charges.............................................. S-3
Description of Debentures....................................................... S-3
Underwriting.................................................................... S-4
Legal Opinions.................................................................. S-5
Experts......................................................................... S-5
PROSPECTUS
Available Information........................................................... 2
Incorporation of Documents by Reference......................................... 2
The Company..................................................................... 3
Use of Proceeds................................................................. 3
Ratio of Earnings to Fixed Charges.............................................. 3
Description of Debt Securities.................................................. 3
Plan of Distribution............................................................ 9
Legal Opinions.................................................................. 10
Experts......................................................................... 10
</TABLE>
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$200,000,000
MONSANTO COMPANY
6.75% DEBENTURES DUE
DECEMBER 15, 2027
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MONSANTO
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GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
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