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THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 8, 1998
(December 4, 1998)
MONSANTO COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-2516 43-0420020
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
800 N. Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices)
(314) 694-1000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 4, 1998, Monsanto Company (the "Company"), a
Delaware corporation, became the owner of all of the capital stock of DEKALB
Genetics Corporation, a Delaware corporation ("DEKALB"), pursuant to the merger
(the "Merger") of Corn Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of the Company (the "Purchaser"), with and into DEKALB
with DEKALB as the surviving corporation. At the effective time of the Merger
(the "Effective Time"), DEKALB became a wholly owned subsidiary of the Company.
Prior to the Merger, DEKALB engaged in the development of products of major
importance to two segments of modern agriculture--seed and technology (corn,
soybeans, sorghum, alfalfa and sunflower) and hybrid swine breeding stock. The
Company presently intends that DEKALB will continue its business in
substantially the same manner.
The Merger was consummated pursuant to an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of May 8, 1998, by and among the
Company, the Purchaser and DEKALB. Prior to the Merger, the Purchaser
consummated a tender offer (the "Offer") to purchase all outstanding shares of
Class A Common Stock, without par value ("Class A Common Stock"), and Class B
Common Stock, without par value ("Class B Common Stock" and, together with the
Class A Common Stock, the "Common Stock"), of DEKALB, at a purchase price of
$100.00 per share, net to the seller in cash, without interest thereon. The
Offer was made pursuant to the Merger Agreement. On November 30, 1998, the
Purchaser accepted for payment pursuant to the Offer, 5,410,481 shares of Class
A Common Stock and 13,958,524 shares of Class B Common Stock. At the expiration
of the Offer, the Company owned 485,442 shares of Class A Common Stock and
13,321,436 shares of Class B Common Stock. Thus, at the expiration of the Offer,
the Company and the Purchaser owned more than ninety percent of the then
outstanding shares of Class A Common Stock and more than ninety percent of the
then outstanding shares of Class B Common Stock. As of the Effective Time, each
issued and outstanding share of Common Stock (other than shares of Common Stock
owned by DEKALB or by any subsidiary of DEKALB or by the Company, the Purchaser
or any other subsidiary of the Company, which shares were canceled with no
consideration delivered in exchange therefor, and other than shares of Common
Stock, if any, held by stockholders who are entitled to and who properly
exercise appraisal rights under the General Corporation Law of the State of
Delaware) was, by virtue of the Merger and without any action by the holder
thereof, converted into the right to receive from DEKALB in cash $100.00,
payable to the holder thereof, without interest or dividends thereon, upon the
surrender of the certificate formerly representing such share. Total payments to
former stockholders of DEKALB in the Offer and the Merger are expected to be
approximately $2.23 billion in cash. The sources of funds used in the
acquisition of DEKALB included cash on hand and short-term commercial paper
borrowings.
The foregoing description of the Offer, the Merger and the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Offer to Purchase, dated May 15, 1998, filed by the
Company as an exhibit to the Tender Offer Statement on Schedule 14D-1 of the
Company, a copy of which is filed as Exhibit 1 hereto, and the Merger Agreement,
a copy of which is filed as Exhibit 2 hereto. A copy of the press release
announcing
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the consummation of the Merger is attached hereto as Exhibit 3 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements for DEKALB will be filed by amendment to this Form 8-K
not later than 60 days after the date that this Form 8-K was required to
have been filed.
(b) Pro forma financial information for DEKALB that would be required pursuant
to Article 11 of Regulation S-X will be filed by amendment to this Form 8-K
not later than 60 days after the date that this Form 8-K was required to
have been filed.
(c) Exhibits.
1 Offer to Purchase, dated May 15, 1998 (incorporated by
reference to Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 of the Company, dated May 15, 1998).
2 Agreement and Plan of Merger, dated as of May 8, 1998, by and
among the Company, the Purchaser and DEKALB (incorporated by
reference to Exhibit (c)(1) to the Tender Offer Statement on
Schedule 14D-1 of the Company, dated May 15, 1998).
3 Press Release, dated December 7, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: December 8, 1998
MONSANTO COMPANY
By: /s/ Derek K. Rapp
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Name: Derek K. Rapp
Title: Director, Mergers & Acquisitions
(Authorized Officer)
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER -----------
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1 Offer to Purchase, dated May 15, 1998 (incorporated by reference
to Exhibit (a)(1) to the Tender Offer Statement on Schedule
14D-1 of the Company, dated May 15, 1998).
2 Agreement and Plan of Merger, dated as of May 8, 1998, by and
among the Company, the Purchaser and DEKALB (incorporated by
reference to Exhibit (c)(1) to the Tender Offer Statement on
Schedule 14D-1 of the Company, dated May 15, 1998).
3 Press Release, dated December 7, 1998.
[MONSANTO LETTERHEAD]
RELEASE: Immediately
CONTACT: Lori J. Fisher (314-694-8535)
MONSANTO COMPLETES ACQUISITION OF DEKALB
ST. LOUIS (Dec. 7, 1998) -- Monsanto Company announced today that it
successfully completed its acquisition of DEKALB Genetics Corporation on Friday,
December 4, 1998, when the merger of a subsidiary of Monsanto and DEKALB became
effective. As a result of the merger, DEKALB has become a wholly-owned
subsidiary of Monsanto and DEKALB shareowners who did not tender their DEKALB
shares to Monsanto in its tender offer (other than those shareowners who are
entitled to and who properly exercise appraisal rights under Delaware law) have
become entitled to receive $100 per share in cash, the same price paid for
DEKALB shares in the tender offer.
In connection with the merger, DEKALB terminated the registration of
its shares with the Securities and Exchange Commission and delisted the DEKALB
Class B shares from the New York Stock Exchange.
As a life sciences company, Monsanto is committed to finding solutions
to the growing global needs for food and health by sharing common forms of
science and technology among agriculture, nutrition and health. The company's
28,500 employees worldwide make and market high-value agricultural products,
pharmaceuticals, and food ingredients.
