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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 1998
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Monsanto Company
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(Exact name of Registrant as specified in Charter)
Delaware
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(State of incorporation)
1-2516 43-0420020
(Commission File Number) (IRS Employer Identification No.)
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800 North Lindbergh Boulevard, St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (314) 694-1000
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits. The following exhibits are filed as part of this report:
Number Description
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99.1 Press release issued by Monsanto Company on November 11, 1998,
relating to a plan to fund seed company acquisitions.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
Date: November 13, 1998 MONSANTO COMPANY
By: /s/ J. H. Hinshaw
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Name: J. H. Hinshaw
Title: Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release issued by Monsanto Company on November 11,
1998, relating to a plan to fund seed company acquisitions.
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Immediately
Lori J. Fisher (314-694-8535) [email protected]
MONSANTO ANNOUNCES PLAN TO FUND SEED COMPANY ACQUISITIONS
ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) today announced a
plan to fund its recent seed company acquisitions through a series of financing
transactions, a combination of divestitures, and cost reductions.
Specifically, these restructuring actions include:
. Debt and equity financing plans which are described in separate
announcements and are summarized below.
. Divestitures of businesses expected to generate gross proceeds of at
least $1 billion. Additional divestitures also are under
consideration, with final decisions expected in 60 days, subject to
market conditions.
. Simplification of the company's management structure and a reduction
of administrative costs.
During the next few weeks, Monsanto plans to raise up to $4 billion in a
series of financing transactions. These transactions will include the issuance
of approximately $1 billion of common stock, roughly $500 million of adjustable
conversion-rate equity security units (ACES), and approximately $2.5 billion of
long-term, unsecured debt. Additional information regarding the securities to be
sold will be announced separately.
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Monsanto expects the restructuring to eliminate between 700 and 1,000 jobs, a
number of which will be at executive levels. These reductions will be effective
beginning the first quarter of 1999. In addition, the company expects an
additional 1,300 to 1,500 job reductions in entities to be divested.
As a result of these and other actions, Monsanto expects its administrative
costs will be reduced by roughly 20 percent on a comparable basis in 1999 vs.
1998. Marketing costs will increase with the launch of key pharmaceutical and
agricultural products. Technology costs will also increase, primarily driven by
costs associated with Monsanto's recently acquired seed businesses.
Monsanto anticipates pretax restructuring and special charges to implement
these decisions in the range of $400 million to $600 million, which it plans to
take in the fourth quarter of 1998. The cash outlays associated with these
charges are expected to be fully offset by cost savings within 18 months.
"The actions announced today continue a long-term process," said Monsanto
Chairman and Chief Executive Officer Robert B. Shapiro. "From 1992 to 1995, we
developed our strategy to transform Monsanto into a leading life sciences
company. From 1995 to the present, we've been putting together the resources
and capabilities - business portfolio, people, technologies and infrastructure -
to carry out that strategy. The period from 1999 to 2001 will be one of
execution in the marketplace and delivery for our shareowners."
Shapiro added that Monsanto does not plan to make any additional major
acquisitions once the previously announced seed company transactions are
completed.
Monsanto is a life sciences company, 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.
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This release includes forward-looking statements regarding financing and
other business plans, and future performance. These forward-looking statements
are based on current plans and expectations, and on 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, and to complete sales of businesses on favorable
terms and conditions at appropriate times; 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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