MONSANTO CO
8-K, 1998-10-19
CHEMICALS & ALLIED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                          -----------------------------

                                    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): October 19, 1998


                                MONSANTO COMPANY
               --------------------------------------------------

               (Exact Name of Registrant as Specified in Charter)


          Delaware                 1-2516                   43-0420020
        -----------               --------                --------------

800 North Lindbergh Boulevard
St. Louis, Missouri                                  63167

(Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code:  (314) 694-1000

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ITEM 5.   OTHER EVENTS

On October 19, 1998, Monsanto Company (the "Company") issued a press release
including information presented to the financial community. A copy of the press
release issued by the Company is filed as an exhibit hereto and is incorporated
by reference herein.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits. The following exhibit is filed as part of this report:

               99.1 Press release, dated October 19, 1998, issued by Monsanto
                      Company

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                                    SIGNATURE

         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:  October 19, 1998

                                            MONSANTO COMPANY

                                            By       /s/ Robert W. Reynolds
                                                     --------------------------
                                                     Name:  Robert W. Reynolds
                                                     Title:  Vice Chairman

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                                  EXHIBIT INDEX


Exhibit
Number                            Description

99.1          Press release, dated October 19, 1998, issued by Monsanto Company


<PAGE>   1


                                                                    EXHIBIT 99.1
Immediately

Scarlett Lee Foster  (314-694-2883)  [email protected]


MONSANTO EXECUTIVES REITERATE COMMITMENT TO FOCUS AND GROWTH IN PRESENTATION 
TO FINANCIAL COMMUNITY


       NEW YORK, Oct. 19, 1998 - Monsanto Company executives reiterated their
commitment to fund the growth of the company's core businesses in a presentation
to the financial community here today.
       "We intend to sustain strong financial results from our core businesses,
using those funds to develop and launch new products, and to divest assets and
eliminate expenses that are unrelated to those tasks," said Robert B. Shapiro,
Monsanto chairman and chief executive officer.
       Shapiro added that the income contributions of the base businesses have
grown at a compound annual growth rate in excess of 20 percent since 1995, if
growth investments and expenses are excluded. That trend is expected to
continue. Most technology, infrastructure expansion and acquisition-related
costs are included in Monsanto's calculation of growth spending.
       Company executives also said that 1999 would be a transition year
reflecting the following factors: 

       - expected continued strong performance from Monsanto's core businesses; 

       - increased expenses for new product development and global 
         infrastructure; 

       - the timing and success of new product launches and related expenses;

                                    - more -

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                                      - 2 -

       - the timing and terms of partnering arrangements covering some of the 
         company's pharmaceutical products now in development; and

       - the effect of global economic conditions on demand and prices for
         agricultural products. 

       Monsanto Chief Financial Officer Gary Crittenden told the audience that
Monsanto would continue to invest its cash flow in promising products and
technologies. Including growth expenses, net income is expected to increase
substantially in 2000 and beyond as the income from new pharmaceutical and
agricultural biotechnology products, and from seed company acquisitions is
realized. The company is in the process of implementing plans for financing over
the next few years, including the divestiture of non-core assets, to ensure it
has the necessary financial flexibility as it completes pending acquisitions and
prepares for the commercialization of the new product pipeline. Because of the
need to retain flexibility for asset sales, the company intends to account for
its pending acquisition of Delta and Pine Land Company using purchase
accounting.

       Monsanto has more than 50 new products being developed by its
agricultural business. In addition, the company's Searle subsidiary could be
launching up to 10 major new pharmaceutical products worldwide in the next four
years. Pending global regulatory approvals, the company anticipates launching
Celebrex, a proposed member of a new class of drugs known as specific COX-2
inhibitors, next year. This agent is under priority review by the U.S. Food and
Drug Administration for acute or chronic use in the treatment of the signs and
symptoms of osteoarthritis and rheumatoid arthritis, and for the management of
pain. Significant late-stage clinical trials for two of Searle's antithrombotic
drugs, xemilofiban and orbofiban, are moving to completion and regulatory
submission in 1999. Subject to regulatory approvals, these orally active agents
are expected to be used for the acute and chronic treatment of platelet driven
diseases, including coronary heart disease, myocardial infarction and stroke.

                                    - more -

<PAGE>   3


                                      - 3 -

       Monsanto is a life sciences company, committed to finding solutions to
the growing global needs for food and health by applying advanced bioscience and
biotechnology to agriculture, nutrition and health to produce high-value
agricultural products, pharmaceuticals and food ingredients.



       Note to editors: Celebrex is a trademark of Monsanto Company and its
subsidiaries.


       This release includes forward-looking statements regarding future
performance. These forward-looking statements are based on current expectations,
currently available information and assumptions that the company believes to be
reasonable. However, forward-looking statements necessarily involve risks and
uncertainties and actual results may differ materially from those suggested.
Certain factors that could cause actual results to differ materially include,
but are not limited to: worldwide economic conditions, particularly those
affecting the agricultural and pharmaceutical businesses; the ability to obtain
funding upon favorable terms to finance growth; the ability to complete and
integrate acquisitions and alliances; the successful realization of research and
development efforts, including the ability to secure and defend intellectual
property rights and to be first to market; obtaining and maintaining regulatory
approvals and consumer acceptance of key products; the effect of generic
competition, particularly with respect to glyphosate-based herbicides; and other
factors listed in Monsanto's 10-K, 10-Q and 8-K filings with the Securities and
Exchange Commission.








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