AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 10)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
DEKALB GENETICS CORPORATION
(NAME OF SUBJECT COMPANY)
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CORN ACQUISITION CORPORATION
MONSANTO COMPANY
(BIDDERS)
CLASS A COMMON STOCK, WITHOUT PAR VALUE
CLASS B COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
244878104
244878203
(CUSIP NUMBER OF CLASS OF SECURITIES)
BARBARA L. BLACKFORD, ESQ.
CORN ACQUISITION CORPORATION
C/O MONSANTO COMPANY
800 N. LINDBERGH BLVD.
ST. LOUIS, MISSOURI 63167
(314) 694-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDER)
COPIES TO:
RICHARD D. KATCHER, ESQ.
DAVID M. SILK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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This Amendment No. 10 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission on May 15, 1998 (as amended from time to
time, the "Schedule 14D-1") by Monsanto Company, a Delaware corporation
("Parent"), and by Corn Acquisition Corporation (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Parent. The Schedule 14D-1 and this
Amendment relate to a tender offer by the Purchaser to purchase all outstanding
shares of (i) Class A Common Stock, without par value (the "Class A Shares") and
(ii) Class B Common Stock, without par value (the "Class B Shares" and,
collectively with the Class A Shares, the "Shares"), of DEKALB Genetics
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$100.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated May
15, 1998 and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), copies
of which are filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. This Amendment is also Amendment No. 15 to the Schedule 13D filed
by Parent with respect to the Class A Shares. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Offer to Purchase or
the Schedule 14D-1 as previously amended.
ITEM 10. ADDITIONAL INFORMATION.
On November 30, 1998, Parent issued a press release announcing
the conclusion of discussions between Parent and the Antitrust Division of the
U.S. Department of Justice regarding Parent's proposed acquisition of the
Company. A copy of such press release is attached as Exhibit (a)(7)(vii) hereto
and is hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated May 15, 1998.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a)(7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998*
(a)(7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a)(7)(v) -- Text of press release issued by Parent on August 7, 1998*
(a)(7)(vi) -- Text of press release issued by Parent on September 14, 1998*
1
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(a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998.
(a)(8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998,
among Parent, the Lenders named therein, Citibank, N.A., as
administrative agent, Salomon Smith Barney Inc., as arranger,
and Bank of America NT & SA and Commerzbank AG as
co-syndication agents.*
(c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by and
among the Company, the Purchaser and Parent.*
(c)(2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c)(3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c)(4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of the
Company.*
(c)(5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the Company and Parent.*
(c)(6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c)(7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c)(8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31, 1996, between theCompany and Parent.**
(c)(9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn),
dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
-2-
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 30, 1998
MONSANTO COMPANY
By: /s/ Derek K. Rapp
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Name: Derek K. Rapp
Title: Director, Mergers & Acquisitions
(Authorized Officer)
CORN ACQUISITION CORPORATION
By: /s/ Barbara L. Blackford
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Name: Barbara L. Blackford
Title: President, Secretary & Treasurer
-3-
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(1) -- Offer to Purchase, dated May 15, 1998.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a)(7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998.*
(a)(7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a)(7)(v) -- Text of press release issued by Parent on August 7, 1998*
(a)(7)(vi) -- Text of press release issued by Parent on September 14, 1998*
(a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998.
(a)(8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998,
among Parent, the Lenders named therein, Citibank, N.A., as
administrative agent, Salomon Smith Barney Inc., as arranger,
and Bank of America NT & SA and Commerzbank AG as
co-syndication agents.*
(c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by an
among the Company, the Purchaser and Parent.*
(c)(2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c)(3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c)(4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of the
Company.*
(c)(5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the Company and Parent.*
(c)(6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c)(7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c)(8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
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(c)(9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn),
dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
EXHIBIT (a)(7)(vii)
[MONSANTO LETTERHEAD]
Release: Immediately
Contact: Lori J. Fisher, Monsanto Company (314-694-8535)
[email protected]
David R. Wagley, DEKALB Genetics Corporation (815-758-9383)
MONSANTO CONCLUDES DISCUSSIONS WITH ANTITRUST DIVISION STAFF ON ACQUISITION
OF DEKALB
ST. LOUIS and DEKALB, Ill. (Nov. 30, 1998) - Monsanto Company
and the Antitrust Division of the U.S. Department of Justice have concluded
extensive discussions regarding Monsanto's proposed acquisition of DEKALB
Genetics Corporation. Monsanto officials believe they have resolved all issues
raised by the Division, and, as a result, intend to close the tender offer for
the outstanding shares of DEKALB Class A and Class B Common Stock in accordance
with the terms previously announced.
As a result of these discussions, Monsanto will grant the seed
company customers of Holden's Foundation Seeds the right for seven years to
backcross agricultural biotechnology traits developed by third parties into
Holden's lines and to sell hybrids derived from these lines. Monsanto also will
donate to the University of California at Berkeley an exclusive license, with
the right to sub-license, any rights that may flow from Monsanto's pending U.S.
patent applications relating to agrobacterium transformation technology for
corn. These rights are currently the subject of two patent interference
proceedings.
As previously disclosed, Monsanto's tender offer for all the
outstanding shares of Class A and Class B Common Stock of DEKALB at a purchase
price of $100 in cash per share expires at 5 p.m. EST, on Monday, Nov. 30, 1998,
unless extended.
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.
DEKALB is a worldwide leader in agricultural genetics and
biotechnology for seed and swine.