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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Delta and Pine Land Company
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(Name of Issuer)
Common Stock, $0.10 Par Value
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(Title of Class of Securities)
247357106
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(CUSIP Number)
Michael D. Bryan
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-4296
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
May 7, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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SCHEDULE 13D
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CUSIP NO. 247357106 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 Monsanto Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): 43-0420020
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 N/A (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 2,577,776
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,577,776
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,577,776
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.7%
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TYPE OF REPORTING PERSON (See Instructions)
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
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This Schedule 13D relates to shares of common stock, par value $0.10 per share
(the "Shares"), of Delta and Pine Land Company, a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is One
Cotton Row, Scott, Mississippi 38772.
ITEM 2. IDENTITY AND BACKGROUND
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Monsanto Company, a Delaware corporation ("Monsanto"), is filing this Schedule
13D on behalf of itself.
Monsanto and its subsidiaries are engaged in the worldwide development,
manufacture and sale of agricultural products, nutrition and consumer products,
pharmaceuticals and other products. The address of the principal business and
principal office of Monsanto is 800 North Lindbergh Blvd., St. Louis, MO 63167.
During the past five years, Monsanto has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to United States federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On February 2, 1996, Monsanto, the Issuer and a wholly-owned subsidiary of the
Issuer entered into a definitive agreement whereby Monsanto, in consideration
for the sale of Hartz Cotton, Inc. to Issuer, received cash plus, on an as-
adjusted basis, 800,000 shares, and rights to receive an additional 266,666
shares upon the achievement of certain commercial targets, of the Issuer's
Series M Convertible Non-Voting Preferred Stock (the "Series M Preferred
Stock"). No cash was paid in consideration for the Series M Preferred Stock
acquired by Monsanto.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
The information set forth in Item 3 above is incorporated herein by reference.
On May 7, 1998, the Issuer's board of directors authorized the Issuer to enter
into a definitive agreement (the "Merger Agreement") with Monsanto pursuant to
which the Issuer shall be merged with and into Monsanto (the "Merger"). The
Merger Agreement was entered into on May 8, 1998. In the Merger, each
outstanding Share of the Issuer will be converted into the right to receive
.8625 shares of Monsanto common stock, subject to adjustment under certain
circumstances. As a result of the Merger, the separate existence of the Issuer
will terminate, and Monsanto will be the surviving corporation in the Merger.
The transaction is subject to satisfaction of certain conditions including the
effectiveness of a Registration Statement on Form S-4 covering the Monsanto
shares to be issued in the Merger, the receipt of applicable governmental
approvals and the affirmative vote of the stockholders of the Issuer.
Pursuant to the Certificate of Designation of the Series M Preferred Stock of
the Issuer (the "Certificate of Designation"), each share of Series M Preferred
Stock becomes automatically convertible at the option of the holder thereof into
one Share upon the Issuer entering into or proposing to enter into any agreement
to merge with any other corporation.
Pursuant to the Certificate of Designation, as a result of the approval of the
Merger by the Issuer's board of directors and the execution of the Merger
Agreement, Monsanto believes that it has the right to convert its Series M
Preferred Stock into 800,000 Shares. If Monsanto does not exercise its right to
convert the Series M Preferred Stock, the Series M Preferred Stock will be
canceled pursuant to the terms of the Merger Agreement. If the Series M
Preferred Stock is converted, the Shares issued to Monsanto upon conversion will
be canceled pursuant to the terms of the Merger Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Monsanto may be deemed to be the beneficial owner of 2,577,776 Shares, or
approximately 6.7% of the Shares outstanding, including 1,777,776 Shares
actually held by Monsanto and 800,000 Shares issuable upon conversion of the
Series M Preferred Stock. Monsanto has the sole power to vote and the sole power
to dispose of such Shares. If the additional 266,666 shares of Series M
Preferred Stock described above were issued to Monsanto,
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Page 4 of 6 Pages
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Monsanto may be deemed to be the beneficial owner of 2,844,442 Shares, or
approximately 7.4% of the Shares outstanding.
The percentage of Shares outstanding reported as beneficially owned by each
person herein on the date hereof is based upon the number of Shares outstanding
as of May 8, 1998, as represented by the Issuer in the Merger Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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The information set forth in Item 4 above is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None.
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Page 5 of 6 Pages
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SIGNATURES
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
Dated: May 15, 1998
MONSANTO COMPANY
By: /s/ Michael D. Bryan
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Name: Michael D. Bryan
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Title: Authorized Representative
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Page 6 of 6 Pages
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DELEGATION OF AUTHORITY
I, Robert B. Shapiro, Chairman of the Board of Monsanto Company (the "Company"),
hereby delegate authority to Steve R. Stetz, Robert T. Fraley, Susan D. Berland
and Michael D. Bryan, individually or collectively, to take any and all actions
deemed necessary or desirable, to acquire, directly or indirectly, up to 100% of
the outstanding shares of common stock of Delta and Pine Land Company (the "DPLC
Transaction"), including without limitation, executing any and all documents,
instruments, schedules or agreements related, directly or indirectly, to the
DPLC Transaction and take any action that I would be authorized to take in
connection with the DPLC Transaction, as authorized by the Monsanto Company
Board of Directors on May 7, 1998.
Dated: May 7, 1998
/s/ Robert B. Shapiro
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Robert B. Shapiro
