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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1998
REGISTRATION NO. 333-66175
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MONSANTO COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2800 43-0420020
(STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
R. WILLIAM IDE III, ESQ.
MONSANTO COMPANY
800 N. LINDBERGH BLVD.
ST. LOUIS, MO 63167
(314) 694-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL OFFICES)
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COPIES TO:
BARBARA L. R. SCOTT FALK, SAM D. CHAFETZ,LOUIS BEGLEY, ESQ.
BLACKFORD, ESQ. ESQ. ESQ. DEBEVOISE &
MONSANTO COMPANY KIRKLAND & ELLIS WARING COX, PLC PLIMPTON
800 N. LINDBERGH 200 E. RANDOLPH 50 N. FRONT 875 THIRD AVENUE
BLVD. DRIVE STREET, #1300 NEW YORK, NY 10022
ST. LOUIS, MO CHICAGO, IL 60601 MEMPHIS, TN 38103
63167
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement, but not
earlier than the date of the meeting of the stockholders of Delta and Pine
Land Company, a Delaware corporation ("Delta Pine"), referred to herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4
(Registration No. 33-66175) includes supplemental information which was mailed
to the stockholders of Delta and Pine Land Company on or about November 19,
1998.
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DELTA AND PINE LAND COMPANY
SUPPLEMENTAL INFORMATION
FOR PROXY STATEMENT/PROSPECTUS
DATED NOVEMBER 19, 1998
Delta and Pine Land Company ("Delta Pine") wishes to supplement information
contained in the proxy statement/prospectus dated October 26, 1998 (the "Proxy
Statement/Prospectus") provided to its stockholders in connection with the
Special Meeting to be held November 30, 1998, as follows (all capitalized
terms not defined herein having the meanings set forth in the Proxy
Statement/Prospectus):
A. RECENT DEVELOPMENTS
1. Monsanto Financings
The Proxy Statement/Prospectus also constitutes a prospectus for the shares
of Monsanto Common Stock to be received by the Delta Pine stockholders upon
consummation of the Merger. Therefore, the stockholders of Delta Pine are also
urged to read carefully the information provided below.
On November 11, 1998, Monsanto announced its intent to raise up to $1
billion through the public offering of newly issued shares of Monsanto Common
Stock, roughly $500 million through the public offering of adjustable
conversion-rate equity security units ("ACES"), and approximately $2.5 billion
through the private placement of long-term, unsecured debt (the "Financings").
The net proceeds of these offerings will be used for financing or refinancing
Monsanto's seed company acquisitions, including to refinance its outstanding
commercial paper as it becomes due, and for working capital purposes. The seed
company acquisitions include DEKALB Genetics Corporation, Plant Breeding
International Cambridge Limited ("PBIC"), and certain of the international
seed operations of Cargill Incorporated, as well as the Merger (collectively,
the "Monsanto Transactions"). If Monsanto completes its anticipated $1 billion
sale of Monsanto Common Stock, the issuance of the newly issued shares will
have a dilutive effect on the relative ownership interests of Monsanto
shareowners, including former Delta Pine stockholders after the consummation
of the Merger. In addition, the ACES may be converted under certain
circumstances into Monsanto Common Stock and thereby may have an additional
dilutive effect on the relative ownership interests of Monsanto shareowners.
You are urged to review the table below, which sets forth the pro forma effect
of the seed company acquisitions and the application of the proceeds of the
Financings.
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The following table sets forth as of September 30, 1998 (1) the historical
capitalization of Monsanto; (2) the capitalization of Monsanto giving pro
forma effect to the Monsanto Transactions; and (3) such pro forma amounts as
adjusted to give effect to the Financings and the application of the estimated
net proceeds from the Financings. The table should be read in conjunction with
Monsanto's financial statements, the notes thereto and the other financial
data and statistical information included or incorporated by reference in the
Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
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PRO FORMA
ACTUAL(1) PRO FORMA(2) AS ADJUSTED(3)
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(IN MILLIONS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Short-term debt:
Commercial paper.................... $ 1,754 $ 5,113 $ 1,113
Other short-term debt............... 415 930 930
------- ------- -------
Total short-term debt............. 2,169 6,043 2,043
Long-term debt:
Commercial paper(4)................. 1,000 1,000 1,000
Senior debt......................... 1,506 1,667 4,167(5)
Subordinated debt................... 500(6)
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Total long-term debt.............. 2,506 2,667 5,667
Shareowners' Equity:
Common stock, par value $2.00 per
share.............................. 1,644 1,711 1,764
Additional paid-in capital.......... 518 1,721 2,638
Reinvested earnings................. 5,272 4,538 4,538
Other shareholders' equity.......... (248) (248) (248)
Treasury Stock...................... (2,500) (2,500) (2,500)
------- ------- -------
Total shareowners' equity......... 4,686 5,222 6,192
------- ------- -------
Total Capitalization.............. $ 9,361 $13,932 $13,902
======= ======= =======
</TABLE>
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(1) Reflects capitalization of Monsanto at September 30, 1998, which includes
the acquisition of PBIC.
(2) Reflects pro forma adjustments giving effect to the Monsanto Transactions
as of September 30, 1998.
(3) Reflects pro forma adjustments giving effect to the Financings and the
application of the estimated net proceeds therefrom.
(4) These amounts have been classified as long-term as Monsanto has the
ability and intent to renew these obligations beyond a one-year period.
(5) Reflects the issuance of $2.5 billion in aggregate principal amount of
senior unsecured long-term debt, assuming completion of the private
placement of debt securities.
(6) Reflects the issuance of $500 million of junior subordinated deferrable
debt due 2003 relating to the sale of ACES.
2. Delaware Litigation
As stated in the Proxy Statement/Prospectus, after the Merger was announced
on May 11, 1998, lawsuits were filed in the Delaware Chancery Court seeking to
enjoin the Merger or, alternatively, seeking rescission and/or damages if the
Merger is consummated. These separate lawsuits, each brought on behalf of a
putative class of stockholders of Delta Pine, were later consolidated by the
Delaware court into one action (the "Action"). After the Proxy
Statement/Prospectus was disseminated to Delta Pine stockholders, plaintiffs
in the Action filed an amended putative class action complaint and a motion
seeking to schedule a hearing, prior to the Special Meeting, to enjoin the
Merger based on asserted deficiencies in the Proxy Statement/Prospectus.
Plaintiffs in the Action allege that the Delta Pine directors violated their
fiduciary duties of loyalty, good faith, disclosure and care in pursuing the
Merger, aided and abetted by Monsanto.
2
<PAGE>
Although the plaintiffs in the Action sought to schedule a hearing on their
preliminary injunction application prior to the Special Meeting, Monsanto and
Delta Pine advised the Delaware court that an immediate hearing was
unnecessary because certain regulatory approvals of the Merger, which are
required in order to close the Merger, had not yet been obtained and were not
expected to be obtained prior to the Special Meeting.
Shortly thereafter, the Delaware court advised the parties to the Action
that a hearing had been scheduled for December 17, 1998 to consider
plaintiffs' application to enjoin consummation of the Merger. On November 18,
1998, the parties to the Action reached an agreement in principle to settle
the Action based on Delta Pine's agreement to provide Delta Pine stockholders
the "Additional Information" set forth below. The provision by Delta Pine of
this additional information is intended to settle all claims raised in the
Action. Such settlement is subject to approval by the Delaware court. Persons
holding Delta Pine Common Stock during the period May 8, 1998 to the closing
date of the Merger will be provided with notice of the terms and conditions of
the proposed settlement and an opportunity to object thereto.
B. ADDITIONAL INFORMATION
1. As reflected in the Proxy Statement/Prospectus or other documents
incorporated by reference therein (including on pages 4, 5 and 15 to 17 of
Delta Pine's 1998 annual proxy statement), as of November 10, 1998, the
directors and named executive officers of Delta Pine have the following
options to purchase Delta Pine Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(1)
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EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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<S> <C> <C> <C> <C>
Roger D. Malkin(2)...... 21,132 148,444 $ 429,609(3) $3,559,619(3)
F. Murray Robinson...... 19,377 100,800 $ 221,653 $1,907,857
Tom O. Luehder.......... 14,222 46,000 $ 348,284 $ 521,903
Charles R. Dismuke, Jr.. 63,289 32,711 $1,603,229 $ 645,870
Steve M. Hawkins........ 37,333 146,000 $ 493,731(3) $1,019,765(3)
Nam-Hai Chua............ 44,444 20,444 $1,252,835(3) $ 397,161(3)
Stanley P. Roth......... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Jon E.M. Jacoby......... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Rudi E. Scheidt(2)...... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Joseph M. Murphy........ -- 20,443 -- (3) $ 397,122(3)
</TABLE>
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(1) Based on $39.1875 per share, the November 10, 1998 closing price per share
on the New York Stock Exchange of the Monsanto Common Stock, adjusted for
the 0.8625 Exchange Ratio.
(2) According to the terms of Messrs. Malkin's and Scheidt's options, all of
their options would be fully exercisable upon their retirement because
each is over 65 years of age.
(3) Computation excludes 2,666 shares for each of Messrs. Malkin, Chua, Roth,
Jacoby, Scheidt and Murphy and 50,000 shares for Mr. Hawkins that are
"out-of-the-money."
All of the unexercisable options reflected in the foregoing table would become
exercisable at the Effective Time pursuant to Delta Pine's 1993 Stock Option
Plan and Delta Pine's 1995 Long-Term Incentive Plan.
2. Between May 8, 1998, when Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Delta Pine's financial advisor, delivered its first written
opinion to the Delta Pine Board of Directors that the Merger Consideration to
be received by the Delta Pine stockholders pursuant to the Merger Agreement
was fair from a financial point of view to the holders of Delta Pine Common
Stock other than Monsanto and its affiliates, and October 28, 1998, when
Merrill Lynch delivered its restated opinion to the Delta Pine Board, there
were several developments affecting Delta Pine's projected financial results
and prospects for the various product lines and expansion efforts of Delta
Pine that Merrill Lynch considered in rendering its restated opinion. These
developments included Delta Pine's obtaining the results of its actual
performance for its third quarter ended May 31, 1998 and its fourth quarter
and fiscal year ended August 31, 1998, which revealed that Delta Pine's
domestic planted acreage and domestic market share had decreased from the
prior period, and Delta Pine reducing its estimate of the potential success of
its international joint ventures and determining that its Technology
Protection System will not be ready for commercial application in the
timeframe previously anticipated.
3
<PAGE>
3. The financial advisory and financing services rendered by Merrill Lynch
to Monsanto preceded the engagement of Merrill Lynch by Delta Pine to advise
Delta Pine on the Merger. Past services to Monsanto have not constituted a
material portion of the revenues or profits of Merrill Lynch.
Shares of Delta Pine Common Stock represented by properly executed proxies
received in time for the Special Meeting and which have not been revoked will
be voted at such meeting in the manner specified by the holders thereof.
Proxies that do not contain an instruction to vote for or against or to
abstain from voting on the Merger proposal described in the proxy will be
voted in favor of such matter. A stockholder may revoke a proxy at any time
prior to its exercise by submitting a later dated proxy with respect to the
same shares, by filing with the Secretary of Delta Pine a duly executed
revocation, or by voting in person at the Special Meeting. Attendance at the
Special Meeting will not in and of itself constitute a revocation of a proxy.
THE DELTA PINE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
MERGER AGREEMENT AT THE SPECIAL MEETING.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, Missouri, on November 18, 1998.
MONSANTO COMPANY
/s/ Robert B. Shapiro
By: _________________________________
Robert B. Shapiro
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman, Chief Executive November 18, 1998
____________________________________ Officer and Director
Robert B. Shapiro (Principal Executive
Officer)
* Senior Vice President November 18, 1998
____________________________________ (Principal Financial
Gary L. Crittenden Officer)
* Vice President and November 18, 1998
____________________________________ Controller (Principal
Michael R. Hogan Accounting Officer)
* Director November 18, 1998
____________________________________
Robert M. Heyssel
* Director November 18, 1998
____________________________________
</TABLE> Michael Kantor
II-1
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Director November 18, 1998
____________________________________
Gwendolyn S. King
* Director November 18, 1998
____________________________________
Philip Leder
* Director November 18, 1998
____________________________________
Jacobus F. M. Peters
* Director November 18, 1998
____________________________________
John S. Reed
* Director November 18, 1998
____________________________________
John E. Robson
* Director November 18, 1998
____________________________________
William D. Ruckelshaus
</TABLE>
*By: /s/ Sonya M. Davis,
Attorney-in-Fact pursuant
to Powers of Attorney
previously filed
II-2
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration Statement
or incorporated by reference herein:
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger, dated as of May 8, 1998, between Monsanto
and Delta and Pine Land Company (Appendix A to Proxy Statement/Prospectus)
3.1 Restated Certificate of Incorporation of Monsanto (incorporated by
reference from Exhibit 3(i) to Monsanto's Quarterly Report on form 10-Q
for the Quarter ended September 30, 1997 (the "Form 10-Q"))
3.2 Bylaws of Monsanto (incorporated by reference from Exhibit 3(ii) to the
Form 10-Q)
4.1 Rights Agreement, dated as of January 26, 1990 between Monsanto and First
Chicago Trust Company as successor to the First National Bank of Boston
(incorporated herein by reference to Monsanto's Form 8-A filed on January
31, 1990)
5.1 Opinion of Kirkland & Ellis regarding legality*
8.1 Opinion of Arnold & Porter regarding certain federal income tax
consequences*
8.2 Opinion of Debevoise & Plimpton regarding certain federal income tax
consequences*
23.1 Consent of Arthur Andersen LLP**
23.2 Consent of Deloitte & Touche LLP**
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1)*
23.4 Consent of Arnold & Porter (included in Exhibit 8.1)*
23.5 Consent of Debevoise & Plimpton (included in Exhibit 8.2)*
99.1 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (included as
Appendix B to Proxy Statement/Prospectus)*
99.2 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
</TABLE>
(b) No financial statement schedules are required to be filed herewith
pursuant this Item.
(c) The information required by this item can be found at Exhibit 99.1.
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* Filed previously.
** Filed herewith.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Proxy
Statement/Prospectus constituting part of this Registration Statement on Form
S-4 of Monsanto Company of our report dated October 24, 1997, which appears on
page 20 of Delta and Pine Land Company's 1997 Annual Report to Stockholders,
which is incorporated by reference in its Annual Report on Form 10-K for the
year ended August 31, 1997. We also consent to the reference to us under the
heading "Experts" in such Proxy Statement/Prospectus.
/s/ Arthur Andersen LLP
Memphis, Tennessee
November 18, 1998.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement No. 333-66175 of Monsanto
Company on Form S-4 of our report dated February 27, 1998, incorporated by
reference in the Annual Report on Form 10-K of Monsanto Company for the year
ended December 31, 1997 and to the reference to us under the heading "Experts"
in the Proxy Statement/Prospectus, which is part of this Post-Effective
Amendment No. 1 to this Registration Statement.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
November 18, 1998
