<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
REGISTRATION STATEMENT NO. 333-51919
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 43-0420020
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_________________
R. William Ide III, Esq.
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________
Copies to:
Barbara L. Blackford Robert F. Wall
Sonya Meyers Davis Terrence R. Brady
Monsanto Company Winston & Strawn
800 North Lindbergh Boulevard 35 West Wacker Drive
St. Louis, Missouri 63167 Chicago, Illinois 60601
(314) 694-1000 (312) 558-5600
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as the
Registrant shall determine.
_________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (1), (3) FEE
- ---------------- -------------- ---------------- ----------------------- ------------
<S> <C> <C> <C> <C>
Common Stock (4), (5)
Preferred Stock (4), (6)
Depositary Shares (4), (7)
Representing Preferred
Stock
Stock Purchase Contracts (4), (8)
Debt Securities (4), (9)
Common Stock Warrants (4), (10)
Preferred Stock Warrants (4), (11)
Depositary Share Warrants (4), (6), (12)
Debt Warrants (4), (13)
Totals $2,000,000,000 (4), $2,000,000,000 $590,000
(6), (7), (8), (9), (10),
(11), (12), (13)
==================================================================================================================
</TABLE>
(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies
or currency units or composite currencies, including the European Currency
Unit.
(2) The Proposed Maximum Offering Price Per Unit will be determined from time
to time by the Registrant in connection with the issuance of the
Securities.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the
"Securities Act").
(4) This Registration Statement covers Common Stock issued other than on
conversion of Debt Securities, conversion of Preferred Stock, exercise of
Common Stock Warrants or exercise of Stock Purchase Contracts and, subject
to notes 6, 7, 10, 11, 12 and 13, the number of other Securities listed
above as may from time to time be issued at indeterminate prices, but with
an aggregate initial offering price for all such Common Stock and other
Securities not to exceed $2,000,000,000. Also includes such presently
indeterminate number of additional shares of Common Stock ("Additional
Common Stock") as may be issued on (i) conversion of any Debt Securities as
may be issued, if and to the extent convertible into Common Stock, (ii)
conversion of any Preferred Stock as may be issued separately, on
conversion of Debt Securities or exercise of Preferred Stock
-2-
<PAGE>
Warrants, if and to the extent such Preferred Stock is convertible into
Common Stock, (iii) exercise of any Common Stock Warrants as may be issued,
if and to the extent exercisable for Common Stock or (iv) exercise of any
Stock Purchase Contract as may be issued, if and to the extent exercisable
for Common Stock. The Amount to be Registered, Proposed Maximum Offering
Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Debt Securities, Preferred Stock,
Common Stock Warrants and Stock Purchase Contracts include such Additional
Common Stock.
(5) Each share of Common Stock includes a right, ten of which rights will allow
the holder to purchase from the Registrant one one-hundredth of a share of
Series A Junior Participating Preferred Stock (the "Rights"). Prior to the
occurrence of certain events, none of which have occurred as of the date
hereof, the Rights will not be exercisable or evidenced separately from the
Common Stock.
(6) Includes Preferred Stock issued other than on conversion of Debt
Securities, exercise of Preferred Stock Warrants or exercise of Stock
Purchase Contracts. Also includes such presently indeterminate number of
additional shares of Preferred Stock ("Additional Preferred Stock") as may
be issued on (i) conversion of any Debt Securities as may be issued, if and
to the extent convertible into Preferred Stock, (ii) exercise of any
Preferred Stock Warrants as may be issued, if and to the extent exercisable
for Preferred Stock, (iii) conversion of any Depositary Shares, (iv)
exercise of any Depositary Share Warrants and subsequent conversion of
Depositary Shares received thereby or (v) exercise of any Stock Purchase
Contract as may be issued, if and to the extent exercisable for Preferred
Stock. The Amount to be Registered, Proposed Maximum Offering Price Per
Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration
Fee with respect to such Debt Securities, Preferred Stock Warrants,
Depositary Shares, Depositary Share Warrants and Stock Purchase Contracts
include such Additional Preferred Stock.
(7) This Registration Statement covers such indeterminate number of Depositary
Shares as may be issued (i) if the Registrant elects to offer fractional
interests in shares of some or all of the Preferred Stock or (ii) on
exercise of any Depositary Share Warrants. The Amount to be Registered,
Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate
Offering Price and Amount of Registration Fee (i) with respect to such
Preferred Stock, include such Depositary Shares and (ii) without
duplication, with respect to the Depositary Shares, include such Preferred
Stock.
(8) Includes Stock Purchase Contracts which may be issued other than as part of
Units of Stock Purchase Contracts and other Securities. Also includes
additional Stock Purchase Contracts ("Additional Stock Purchase Contracts")
which may be offered as part of Units of Stock Purchase Contracts and other
Securities. The Amount to be Registered, Proposed Maximum Aggregate
Offering Price Per Unit, Proposed Maximum Offering Price and Amount of
Registration Fee with respect to such Units and Stock Purchase Contracts
and other Securities include such Additional Stock Purchase Contracts.
(9) Includes the principal amount of Debt Securities and, as to Debt Securities
offered at an original issue discount, the offering price thereof. The
Registration Statement also includes such presently indeterminable amount
of Debt Securities ("Additional Debt Securities") as may be issued in
exchange for Preferred Stock or upon exercise of any Debt Warrants as may
be issued, if and to the extent exercisable for Debt Securities. The
Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed
Maximum Offering Price and Amount of Registration Fee with respect to such
Preferred Stock and Debt Warrants include such Additional Debt Securities.
(10) Includes Common Stock Warrants which may be issued other than as part of
Units of Common Stock Warrants and other Securities. Also includes
additional Common Stock Warrants ("Additional Common Stock Warrants") which
may be offered as part of Units of Common Stock Warrants and other
Securities. The Amount to be Registered, Proposed Maximum Offering Price
Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Common Stock Warrants and
other Securities include such Additional Common Stock Warrants.
-3-
<PAGE>
(11) Includes Preferred Stock Warrants which may be issued other than as part
of Units of Preferred Stock Warrants and other Securities. Also includes
additional Preferred Stock Warrants ("Additional Preferred Stock Warrants")
which may be offered as part of Units of Preferred Stock Warrants and other
Securities. The Amount to be Registered, Proposed Maximum Offering Price
Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Preferred Stock Warrants and
other Securities include such Additional Preferred Stock Warrants.
(12) Includes Depositary Share Warrants which may be issued other than as part
of Units of Depositary Shares and other Securities. Also includes
additional Depositary Share Warrants ("Additional Depositary Share
Warrants") which may be offered as part of Units of Depositary Shares and
other Securities. The Amount to be Registered, Proposed Maximum Offering
Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Depositary Share Warrants
and other Securities include such Additional Depositary Share Warrants.
(13) Includes Debt Warrants which may be issued other than as part of Units of
Debt Warrants and other Securities. Also includes additional Debt Warrants
("Additional Debt Warrants") which may be offered as part of Units of Debt
Warrants and other Securities. The Amount to be Registered, Proposed
Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price
and Amount of Registration Fee with respect to such Units of Debt Warrants
and other Securities include such Additional Debt Warrants.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
_______________________________________________________________________________
-4-
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 19, 1998
$2,000,000,000
[LOGO] MONSANTO COMPANY
Common Stock, Preferred Stock, Depositary Shares, Debt Securities,
Warrants to Purchase Common Stock, Warrants to Purchase Preferred Stock,
Warrants to Purchase Debt Securities, Warrants to Purchase Depositary Shares and
Stock Purchase Contracts
_________________
Monsanto Company, a Delaware corporation (the "Company"), may from
time to time offer (i) shares of Common Stock, $2.00 par value per share
("Common Stock"), (ii) whole or fractional shares of Preferred Stock, no par
value per share (collectively, "Preferred Stock"), (iii) Preferred Stock
represented by Depositary Shares ("Depositary Shares"), (iv) debt securities
("Debt Securities"), which may be senior debt securities ("Senior Debt
Securities") or subordinated (including junior subordinated) debt securities
("Subordinated Debt Securities"), and which may be secured or unsecured, (v)
warrants to purchase Common Stock ("Common Stock Warrants"), (vi) warrants to
purchase Preferred Stock ("Preferred Stock Warrants"), (vii) warrants to
purchase Debt Securities ("Debt Warrants"), (viii) warrants to purchase
Depositary Shares ("Depositary Share Warrants" and, together with the Common
Stock Warrants, Preferred Stock Warrants and Debt Warrants, the "Warrants") and
(ix) contracts to purchase Common Stock or Preferred Stock ("Stock Purchase
Contracts"), with an aggregate public offering price of up to $2,000,000,000, on
terms to be determined at the time or times of offering. The Common Stock,
Preferred Stock, Depositary Shares, Debt Securities, Common Stock Warrants,
Preferred Stock Warrants, Debt Warrants, Depositary Share Warrants and Stock
Purchase Contracts (collectively referred to herein as the "Securities") may be
offered, separately or together, in separate classes or series, in amounts, at
prices and on terms to be set forth in one or more supplements to this
Prospectus (each, a "Prospectus Supplement").
All specific terms of the offering and sale of the Securities in
respect of which this Prospectus is being delivered will be set forth in the
applicable Prospectus Supplement and will include, when applicable: (i) in the
case of Common Stock, the maximum aggregate number of shares offered and any
public offering price; (ii) in the case of Preferred Stock, the specific class,
series, title and stated value, any dividend, liquidation, redemption,
conversion, voting and other rights, any dividend payment dates, any sinking
fund provisions, the maximum aggregate number of shares offered and any public
offering price; (iii) in the case of Depositary Shares, the aggregate number of
shares offered, the shares of whole or fractional Preferred Stock represented by
each such Depositary Share and any public offering price; (iv) in the case of
Debt Securities, the specific title, aggregate principal amount, denomination,
form, maturity, interest rate and time of payment, currency, ranking as Senior
or Subordinated Debt Securities, redemption, repayment or sinking fund
provisions, terms for conversion into Common Stock or Preferred Stock and any
public offering price; (v) in the case of Common Stock Warrants, the duration,
offering price, exercise price and detachability features; (vi) in the case of
Preferred Stock Warrants, description of the Preferred Stock for which each
warrant will be exercisable and the duration, offering price, exercise price and
detachability features, (vii) in the case of Debt Warrants, description of the
Debt Securities for which each warrant will be exercisable and the duration,
offering price, exercise price and detachability features; (viii) in the case of
Depositary Share Warrants, the duration, offering price, exercise price and
detachability features; and (ix) in the case of Stock Purchase Contracts, the
designation and number of shares of Preferred Stock or Common Stock issuable
thereunder, the purchase price of the Preferred Stock or Common Stock, the date
or dates on which the Preferred Stock or Common Stock is required to be
purchased by the holders of the Stock Purchase Contracts, any periodic payments
required to be made by the Company to the holders of the Stock Purchase Contract
or vice versa, and the terms of the offering and sale thereof. If any
Securities are offered together in the form of Units, the specific terms of any
such Units will be set forth in the applicable Prospectus Supplement.
The applicable Prospectus Supplement will also contain information,
when applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Securities covered
by that Prospectus Supplement.
The Securities may be offered directly, through agents designated from
time to time by the Company, or to or through underwriters or dealers. If any
agents or underwriters are involved in the sale of any of the Securities, their
names and any applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth in or will be calculable from the
information set forth in the applicable Prospectus Supplement. No Securities
may be sold without delivery of the applicable Prospectus Supplement describing
the method and terms of the offering of those Securities. See "Plan of
Distribution" for possible indemnification arrangements with underwriters,
dealers and agents.
The Common Stock is traded on the New York Stock Exchange under the
symbol "MTC."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus may not be used to consummate sales of the Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is May 19, 1998.
1
<PAGE>
Available Information
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") with respect to the Securities. This
Prospectus which constitutes part of the Registration Statement does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of any
documents are not necessarily complete and, in each instance, reference is made
to the copy of such documents filed as an exhibit to the Registration Statement,
and each such statement shall be deemed qualified in its entirety by such
reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company is subject to the
electronic filing requirements of the Commission. Accordingly, pursuant to the
rules and regulations of the Commission, certain documents, including annual and
quarterly reports and proxy statements, filed by the Company with the Commission
have been or will be filed electronically. The Commission maintains a World Wide
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov. The Company's Common Stock is listed on the New York
Stock Exchange under the symbol MTC, and such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does not
contain all the information set forth in the Registration Statement and exhibits
thereto which the Company has filed with the Commission under the Securities
Act.
Information Incorporated By Reference
The following documents, each of which has been filed with the
Commission, are incorporated by reference in this Prospectus:
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
the Company's Current Report on Form 8-K dated January 23, 1998;
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 16, 1953; and
the description of the Company's preferred share purchase rights
("Rights") associated with the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on January 31, 1990.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Securities
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified and superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, excluding exhibits. Such requests should be directed to Monsanto
Company, 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, Attention:
Corporate Secretary, Telephone: (314) 694-1000.
-2-
<PAGE>
The Company
The Company and its subsidiaries are engaged in the worldwide
manufacture and sale of a diversified line of agricultural products, nutrition
and consumer products, pharmaceuticals, and other products. The Company was
incorporated in 1933 under Delaware law and is the successor to a Missouri
corporation, Monsanto Chemical Works, organized in 1901. Unless otherwise
indicated by the context, "Monsanto" means Monsanto Company and consolidated
subsidiaries, and the "Company" means Monsanto Company only. The Company's
principal executive offices are located at 800 N. Lindbergh Boulevard, St.
Louis, Missouri 63167.
Use of Proceeds
Unless otherwise indicated in an accompanying Prospectus Supplement,
the net proceeds to be received by the Company from the sale of the Securities
will be used for general corporate purposes, which may include capital
expenditures, acquisitions, reducing short-term borrowings, and meeting working
capital needs. Pending such uses, the Company may temporarily invest the net
proceeds in interest-bearing securities.
Ratio of Earnings to Fixed Charges
The following table sets forth the unaudited historical ratio of
earnings to fixed charges of the Company for the periods indicated.
Three Months Ended March 31, Year Ended December 31,
---------------------------- ------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
4.55 7.35 2.42 4.44 4.60 5.50 3.87
The ratio of earnings to fixed charges represents the number of times
fixed charges (interest expense, capitalized interest, and other fixed charges)
are covered by income from continuing operations before income taxes,
extraordinary credits and fixed charges (other than capitalized interest), but
excluding undistributed earnings of affiliated companies. Income from continuing
operations before income taxes included charges for acquired in-process research
and development of $101 million for the three months ended March 31, 1997, and
$684 million for the year ended December 31, 1997, and charges for restructuring
and other unusual items of $376 million and $90 million for the years ended
December 31, 1996 and 1995, respectively. Excluding these unusual items, the
ratio of earnings to fixed charges would have been 9.70 for the three months
ended March 31, 1997, and 5.32, 6.60 and 5.10 for the years ended December 31,
1997, 1996 and 1995, respectively. The ratio was not materially affected by the
restructuring and other unusual items in 1994 and 1993. The ratio of earnings to
fixed charges for Preferred Stock has not been separately presented because such
ratio is identical to the ratio presented above.
Description of Capital Stock
The authorized capital stock of the Company consists of 1,000,000,000
shares of Common Stock, $2.00 par value per share, and 10,000,000 shares of
Preferred Stock, no par value per share, of which 595,284,668 shares of Common
Stock (exclusive of treasury shares) were issued and outstanding on December 31,
1997. No shares of Preferred Stock were outstanding at that date.
Common Stock
Subject to the rights of holders of any outstanding Preferred Stock,
the holders of outstanding shares of Common Stock are entitled to share ratably
in dividends declared out of assets legally available therefor at such time and
in such amounts as the Board of Directors may from time to time lawfully
determine.
Each holder of Common Stock is entitled to one vote for each share
held and, except as otherwise required by law or provided with respect to any
series of Preferred Stock, the holders of Common Stock will exclusively possess
all voting power. Holders of Common Stock are not entitled to cumulate votes
for the election of directors. The Common Stock is not entitled to conversion or
preemptive rights and is not subject to redemption or assessment. Subject to the
rights of holders of any outstanding Preferred Stock, upon liquidation,
dissolution or winding up of the Company, any assets legally available for
distribution to shareholders as such are to be distributed ratably among the
holders of the Common Stock at that time outstanding. The Common Stock presently
outstanding is, and the Common Stock issued
-3-
<PAGE>
upon conversion of the Debt Securities, exercise of the Common Stock Warrants
(upon payment in full of the Common Stock Warrant exercise price) or conversion
of any convertible Preferred Stock offered hereby, as the case may be, will be,
fully paid and nonassessable. The Common Stock is listed on the New York Stock
Exchange under the symbol "MTC" and any Common Stock offered will be listed,
subject to notice of issuance, on such exchange.
Preferred Stock
The following summary of the Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to the Charter or the
applicable Certificate of Designations of Preferred Stock (each a "Preferred
Stock Designation"), the form of which is filed as, or will be incorporated by
reference as, an exhibit to the Registration Statement of which this Prospectus
is a part in connection with the issuance of such series of Preferred Stock.
The particular terms of any series of Preferred Stock will be described in the
applicable Prospectus Supplement.
The authorized shares of Preferred Stock are issuable, without further
shareholder approval, in one or more series as determined by the Board of
Directors, with such rights, privileges and preference as are fixed by the Board
of Directors, including dividend, liquidation, redemption, voting and other
rights preferred over the Common Stock, subject to the restrictions in the
Preferred Stock Designation or the Indentures referred to below. The Preferred
Stock issuable upon exercise of any Preferred Stock Warrants (upon payment in
full of the Preferred Stock Warrant exercise price), conversion of any
Depositary Shares, exercise of any Depositary Share Warrants and subsequent
conversion of any Depositary Shares received thereby or conversion of any Debt
Securities convertible into Preferred Stock will be fully paid and
nonassessable. The Preferred Stock may be convertible and, if so convertible,
may be converted into one or both of Common Stock and Debt Securities. The
Preferred Stock may also be exchangeable, at the option of the Company, for Debt
Securities (see "Description of Debt Securities"). If Preferred Stock, Preferred
Stock Warrants, Depositary Shares or Depositary Share Warrants are being offered
or if the Preferred Stock is exchangeable for Debt Securities, the accompanying
Prospectus Supplement will describe the rights, privileges, preferences and
restrictions of such Preferred Stock (including, without limitation, the
designation, the number of authorized shares of the series in question, the
dividend rate (or method of calculation), any voting rights, conversion rights,
anti-dilution protections, exchangeability provisions and terms of the Debt
Securities that are exchangeable for the Preferred Stock, any redemption
provisions, liquidation preferences and any sinking fund provisions). If
fractional interests in shares of Preferred Stock may be issued, such interests
may be issued in the form of Depositary Shares. See "Description of Depositary
Shares."
No shares of Preferred Stock are currently outstanding. Shares of
Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. The liquidation preference of
any series of Preferred Stock is not indicative of the price at which shares of
such series of Preferred Stock will actually trade on or after the date of
issuance.
Description of Rights
In January 1990, the Company's Board of Directors declared a dividend
of one Preferred Stock purchase right on each then-outstanding share of the
Common Stock. If a person or group acquires beneficial ownership of 20 percent
or more, or announces a tender offer that would result in beneficial ownership
of 20 percent or more, of the Company's outstanding Common Stock, the rights
become exercisable and, as a result of two subsequent stock splits, for every 10
rights held, the owner will be entitled to purchase one one-hundredth of a share
of a new series of Preferred Stock for $450. If Monsanto is acquired in a
business combination transaction while the rights are outstanding, for every 10
rights held, the holder will be entitled to purchase, for $450, common shares of
the acquiring company having a market value of $900. In addition, if a person
or group acquires beneficial ownership of 20 percent or more of the Company's
outstanding Common Stock, for every 10 rights held, the holder (other than such
person or members of such group) will be entitled to purchase, for $450, a
number of shares of Common Stock having a market value of $900. Furthermore, at
any time after a person or group acquires beneficial ownership of 20 percent or
more (but less than 50 percent) of the Company's outstanding Common Stock, the
Board of Directors may, at its option, exchange part or all of the rights (other
than rights held by the acquiring person or group) for shares of Common Stock on
a one-share-for-every-10-rights basis. At any time prior to the acquisition of
such a 20 percent position, the Company can redeem each right for $0.001. The
Board of Directors also is authorized to reduce the aforementioned 20 percent
thresholds to not less than 10 percent. The rights expire in January 2000.
-4-
<PAGE>
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is First Chicago
Trust Company of New York and for the Preferred Stock will be set forth in the
applicable Prospectus Supplement.
Certain Antitakeover Effects of Certain Charter and By-laws Provisions and the
Rights
General. The Certificate of Incorporation (the "Charter") and the By-
Laws of the Company contain provisions that will make more difficult the
acquisition of control of the Company by means of a tender offer, open market
purchases, a proxy fight or other means that are not approved by the Board. The
purposes of such provisions of the Charter and the By-Laws are to discourage
certain types of transactions which may involve an actual or threatened change
of control of the Company and to encourage persons seeking to acquire control of
the Company to negotiate the terms of any proposed business combination or offer
with the Board. Set forth below is a general description of such provisions in
the Charter and the By-Laws which is qualified in its entirety by reference to
such documents. Capitalized terms used and not defined herein are defined in
the Charter or the By-Laws, as the case may be.
Classified Board of Directors. The Charter provides for the Board to
be divided into three classes serving staggered terms. Therefore, at least two
annual meetings of stockholders will generally be required to effect a change in
a majority of the Board.
Number of Directors; Removal; Filing Vacancies. The Charter provides
that the number of directors will be fixed from time to time exclusively by the
Board and that, subject to any rights of the holders of Preferred Stock, only a
majority of the Board of Directors then in office shall have the authority to
fill any vacancies on the Board of Directors. Moreover, the Company Charter
provides that directors may be removed only for cause and only by the
affirmative vote of holders of at least 80% of the voting power of all the then-
outstanding shares of Common Stock voting together as a single class.
Limitations on Stockholder Action by Written Consent; Special
Meetings. The Charter and By-Laws provide that stockholder action can be taken
only at an annual or special meeting of stockholders, and prohibit stockholder
action by written consent in lieu of a meeting. The By-Laws provide that,
subject to the rights of holders of any series of the relevant preferred stock,
special meetings of stockholders can be called only by the Chairman of the Board
of Directors of the Company, the President or pursuant to resolution of the
Board of Directors. Moreover, the business permitted to be conducted at any
special meeting of stockholders is limited to the purpose or purposes of the
meeting as stated in the notice of the meeting.
Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals. The By-Laws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors and with regard to certain matters to be
brought before an annual meeting of stockholders.
Preferred Stock. The Charter authorizes the Board to establish series
of Preferred Stock and to determine, with respect to any series of Preferred
Stock, the voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or otherwise
special rights and such qualifications, limitations or restrictions thereof as
are stated in the board resolutions providing for such series. The number of
authorized shares of Preferred Stock is 10,000,000. Although the Board does not
have any intention at the present time of doing so, it could issue a series of
Preferred Stock that could, subject to certain limitations imposed by applicable
securities laws and stock exchange rules, depending on the terms of such series,
impede the completion of a merger, tender offer or other takeover attempt. For
instance, such series of Preferred Stock might impede a business combination by
including class voting rights that would enable the holder to block such a
transaction.
Amendment of Certain Charter Provisions and the By-Laws. The Charter
contains provisions requiring the affirmative vote of the holders of at least
80% of the outstanding Common Stock to amend the provisions pertaining to
classification of the Board, the number of directors, filling vacancies in the
Board of Directors, removal of directors and the requirement that stockholders
can act only at annual or special meetings and not by written consent. The
Charter
-5-
<PAGE>
also requires the vote of at least 80% of the outstanding Common Stock for
stockholders to adopt, amend or repeal any provision of the By-Laws.
Preferred Share Purchase Rights. The Rights described above may have
certain antitakeover effects. The Rights will cause substantial dilution to a
person or group that attempts to acquire the Company and thereby effect a change
in the composition of the Board on terms not approved by the Board, including by
means of a tender offer at a premium to the market price, other than an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or business combination approved by the Board
since the Rights may be redeemed by the Company at the applicable redemption
price prior to the time that a person or group triggers the exercise of the
Rights.
Description of Depositary Shares
General
The following summary of each of the Deposit Agreement, the Depositary
Shares and the Depositary Receipts (each as defined below) does not purport to
be complete and is qualified in its entirety by reference to the Deposit
Agreement and Depositary Receipts with respect to the Depositary Shares relating
to any particular series of Preferred Stock, the forms of which are filed as, or
will be incorporated by reference as, exhibits to the Registration Statement of
which this Prospectus is a part in connection with the issuance of such
Depositary Shares.
The following summary of the Deposit Agreement, the Depositary Shares
and the Depositary Receipts relates to certain terms and conditions applicable
to such Securities generally. The particular terms of any series of Depositary
Shares will be described in the applicable Prospectus Supplement. If so
indicated in such Prospectus Supplement, the terms of any such series may differ
from the terms set forth below.
The Company may, at its option, elect to offer fractional interests in
shares of Preferred Stock, rather than shares of Preferred Stock. If the
Company elects to do so, it will provide for the issuance by a Depositary (as
described below) to the public of receipts for Depositary Shares, each of which
will represent a fractional interest (to be set forth in the applicable
Prospectus Supplement) of a share of Preferred Stock.
The shares of any series of the Preferred Stock underlying any
Depositary Shares will be deposited under a separate Deposit Agreement (each, a
"Deposit Agreement") between the Company and a bank or trust company selected by
the Company with respect to such series, having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000
(with respect to such series, the "Depositary"). The applicable Prospectus
Supplement relating to a series of Depositary Shares will set forth the name and
address of the Depositary. Subject to the terms of the applicable Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fractional interest in a share of the Preferred Stock underlying
such Depositary Share, to all the rights, preferences or privileges of such
Preferred Stock (including dividend, voting, redemption, conversion, exchange
and liquidation rights).
Depositary Shares will be evidenced by depositary receipts issued
pursuant to the applicable Deposit Agreement (the "Depositary Receipts").
The Depositary will distribute all cash dividends or other cash
distributions received by the Depositary in respect of the Preferred Stock to
the record holders of Depositary Shares relating to such Preferred Stock in
proportion to the respective numbers of such Depositary Shares held by such
holders on the relevant record date; provided, however, that in the case the
Company or Depositary shall be required to withhold and shall withhold from any
cash dividend or other cash distribution an amount on account of taxes, the
amount made available for distribution shall be reduced accordingly. The
Depositary will distribute only such amount, however, as can be distributed
without attributing to any holder of Depositary Shares a fraction of one cent,
and any balance not so distributed will be added to and treated as part of the
next succeeding distribution to record holders of such Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute securities or property received by it to the record holders of
Depositary Shares entitled thereto in proportion to the respective numbers of
such
-6-
<PAGE>
Depositary Shares held by such holders on the relevant record date, unless
the Depositary determines that it is not feasible to make such distribution, in
which case the Depositary may, with the Company's approval, adopt such method as
it deems equitable and practicable for the purpose of effecting such
distribution, including the public or private sale of such securities or
property. The net proceeds from any such sale shall be distributed to such
holders as provided in the case of a distribution received in cash.
Each Deposit Agreement will also contain provisions relating to the
manner in which any subscription or similar rights offered by the Company to
holders of the Preferred Stock of the applicable series will be made available
to holders of Depositary Shares.
Upon surrender of Depositary Receipts at the office of the Depositary
(unless the related Depositary Shares have previously been called for
redemption), the holder of the Depositary Shares evidenced thereby will be
entitled to delivery at such office, to or upon such holder's order, of the
number of whole shares of the related series of Preferred Stock and all money
and other property, if any, underlying such Depositary Shares. Holders of
Depositary Shares will be entitled to receive whole shares of the related series
of Preferred Stock on the basis set forth in the applicable Prospectus
Supplement, but holders of such whole shares of such Preferred Stock will not
thereafter be entitled to deposit such Preferred Stock or to receive receipts
evidencing Depositary Shares therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of the related series
of Preferred Stock or Series A Junior Preferred Stock to be withdrawn, the
Depositary will deliver to such holder or upon such holder's order at the same
time a new Depositary Receipt evidencing such excess number of Depositary
Shares.
The terms, if any, on which the Depositary Shares relating to the
Preferred Stock of any series may be redeemed will be set forth in the
applicable Prospectus Supplement.
Upon receipt of notice of any meeting at which the holders of the
Preferred Stock of any series are entitled to vote, the applicable Depositary
will mail the information contained in such notice of meeting to the record
holders of the Depositary Shares relating to such series of Preferred Stock.
Each record holder of such Depositary Shares on the record date (which will be
the same date as the record date for the Preferred Stock) will be entitled to
instruct the Depositary as to the exercise of the voting rights pertaining to
the number of shares of Preferred Stock underlying such holder's Depositary
Shares. The Depositary will endeavor, insofar as practicable, to vote the
number of whole shares of Preferred Stock underlying such Depositary Shares in
accordance with such instructions, and the Company will agree to take all action
that may be deemed necessary by the Depositary in order to enable the Depositary
to do so. To the extent the Depositary does not receive specific instructions
from the holders of Depositary Shares relating to such Preferred Stock, it will
abstain from voting such shares of Preferred Stock, unless otherwise indicated
by the holders of such Depositary Shares.
The form of Depositary Receipt evidencing the Depositary Shares and
any provision of the applicable Deposit Agreement may at any time be amended by
agreement between the Company and the Depositary. However, no amendment that
materially and adversely alters the rights of the existing holders of Depositary
Shares will be effective unless such amendment has been approved by the record
holders of at least a majority of the Depositary Shares then outstanding. A
Deposit Agreement may be terminated by the Company or the Depositary only if (i)
all outstanding Depositary Shares relating thereto have been redeemed and any
accumulated and unpaid dividends on the Preferred Stock represented by the
Depositary Shares, together with all other moneys and property, if any, to which
holders of Depositary Receipts are entitled, have been paid or distributed, (ii)
all Preferred Stock has been withdrawn or (iii) there has been a final
distribution in respect of the Preferred Stock of the applicable series in
connection with any liquidation, dissolution or winding up of the Company and
such distribution has been distributed to the holders of Depositary Receipts.
The Company will pay all transfer and other taxes and governmental
charges arising solely from the existence of any depositary arrangements. The
Company will pay all charges of each Depositary in connection with the initial
deposit of the Preferred Stock of any series, any redemption of such Preferred
Stock and any withdrawals of such Preferred Stock by holders of Depositary
Shares. Holders of Depositary Shares will be required to pay any other transfer
and other taxes and governmental charges and such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
-7-
<PAGE>
Each Depositary will forward to the holders of the applicable
Depositary Shares all notices, reports and communications from the Company which
are delivered to such Depositary and which the Company is required to furnish
the holders of the Depositary Receipts or Preferred Stock of the applicable
series.
Neither any Depositary nor the Company will be liable if it is
prevented or delayed by law or any circumstance beyond its control in performing
its obligations under any Deposit Agreement. Neither any Depositary nor the
Company will assume any obligation or be subject to any liability under any
Deposit Agreement other than for its negligence or willful misconduct, and they
will not be obligated to prosecute or defend any legal proceeding in respect of
any Depositary Shares or Preferred Stock unless indemnity satisfactory to them
is furnished. The Depositary will agree to perform its duties as are
specifically set forth in the Deposit Agreement using its reasonable best
efforts and in good faith. Any Depository or the Company may rely upon written
advice of counsel or accountants, or information provided by persons presenting
Preferred Stock for deposit, holders of Depositary Shares or other persons
believed by it to be competent and on documents believed by them to be genuine.
A Depositary may resign at any time by delivering to the Company
notice of its election to do so, and the Company may at any time remove a
Depositary, and such resignation or removal will take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Such successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.
Description of Debt Securities
The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any Prospectus
Supplement may relate ("Offered Debt Securities"). The particular terms of the
Offered Debt Securities and the extent to which such general provisions may
apply will be described in a Prospectus Supplement relating to such Offered Debt
Securities.
Unless otherwise specified in the applicable Prospectus Supplement,
the Debt Securities will constitute senior, senior subordinated or subordinated
(including, if applicable, junior subordinated) debt of the Company and will be
issued under a Senior Debt Indenture (the "Senior Debt Indenture") or a
Subordinated Debt Indenture (the "Subordinated Debt Indenture"). The Chase
Manhattan Bank (the "Trustee") will serve as the trustee under the Senior Debt
Indenture. The Senior Debt Indenture and the Subordinated Debt Indenture are
sometimes referred to below individually as an "Indenture" and collectively as
the "Indentures." If and to the extent set forth in the applicable Prospectus
Supplement, the Debt Securities may be convertible into Preferred or Common
Stock of the Company or issued as part of Units of Debt Securities and other
Securities. If Debt Securities are to be issued as part of Units of Debt
Securities and other Securities or are to be issued in exchange for Preferred
Stock, the Prospectus Supplement will describe any applicable material federal
income tax consequences.
The following summaries of certain provisions of the Indentures and
the Debt Securities do not purport to be complete. Except to the extent set
forth in the Prospectus Supplement with respect to a particular issue of Debt
Securities, the Indentures are substantially identical, except for the
provisions relating to subordination, including the fact that Senior Debt
Securities will rank senior to the Subordinated Debt Securities.
General
The Indentures for the Debt Securities will not limit the amount of
additional indebtedness the Company or any of its subsidiaries may incur, except
as may be provided in the applicable Prospectus Supplement. The Debt Securities
will be senior or subordinated obligations of the Company, as set forth in the
accompanying Prospectus Supplement.
The applicable Prospectus Supplement will contain the following terms
of and information relating to any Debt Securities (to the extent such terms are
applicable to such Debt Securities and have not been otherwise disclosed): (a)
the specific title, aggregate principal amount, denomination and form; (b) the
date of maturity; (c) the interest rate or rates (or the method by which such
rate will be determined), if any; (d) the date from which interest will accrue,
the dates on which any such interest will be payable and the record date for any
interest payable on the interest payment date; (e) if other than the corporate
trust office of the trustee for such Debt Securities, the place or places where
the principal of,
-8-
<PAGE>
premium, if any, and interest, if any, on the Debt Securities will be payable;
(f) the portion of the principal amount of Debt Securities of the series payable
upon certain declarations of acceleration or the method by which such portion
shall be determined; (g) the currency, currencies or currency unit in which
payments will be made, if other than U.S. dollars; (h) whether the Debt
Securities are senior or subordinated Debt Securities; (i) any redemption,
repayment or sinking fund provisions, including the period or periods within
which, the currency, currencies or currency units in which and the other terms
and conditions upon which Debt Securities may be redeemed; (j) whether the Debt
Securities are convertible into Common Stock or Preferred Stock and the terms of
the security into which they are convertible (see "Description of Capital
Stock"), the conversion price, other terms related to conversion and any anti-
dilution protections; (k) whether the Debt Securities will be sold as part of
Units consisting of Debt Securities and other Securities; (l) if the amount of
payments of principal of or any premium or interest on any Debt Securities of
the series may be determined with reference to an index, formula or other
method, the index, formula or other method by which such amounts shall be
determined; (m) whether and by what method the Debt Securities of the series (or
certain covenants under the related Indenture) may be defeased and discharged by
the Company; (n) whether the Debt Securities of the series shall be issued in
whole or in part as book-entry securities; (o) any applicable material federal
income tax consequences; and (p) any other material specific terms of the Debt
Securities, including any material additional events of default or covenants
provided for with respect to the Debt Securities and any material terms that may
be required by or advisable under applicable laws or regulations.
Debt Securities may bear interest at a fixed rate or a floating rate.
Debt Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate or as part of Units consisting of
Debt Securities and other Securities may be sold or deemed to be sold at a
discount below their stated principal amount. With respect to any Debt
Securities as to which the Company has the right to defer interest, the holders
of such Debt Securities may be allocated interest income for federal and state
income tax purposes without receiving equivalent, or any, interest payments. Any
material federal income tax considerations applicable to any such discounted
Debt Securities or to certain Debt Securities issued at par that are treated as
having been issued at a discount for federal income tax purposes will be
described in the applicable Prospectus Supplement.
Subordination of Subordinated Debt Securities
Any Subordinated Debt Securities will be subordinate and junior in
right of payment, to the extent and in the manner to be set forth in the
Indenture, to all "Senior Debt" of the Company. "Senior Debt" means, without
duplication, the principal, premium (if any) and unpaid interest on all present
and future (i) indebtedness of the Company for borrowed money, (ii) obligations
of the Company evidenced by bonds, debentures, notes or similar instruments,
(iii) indebtedness incurred, assumed or guaranteed by the Company in connection
with the acquisition by it or a Subsidiary of any business, properties or assets
(except purchase-money indebtedness classified as accounts payable under
generally accepted accounting principles), (iv) obligations of the Company as
lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles, (v) reimbursement
obligations of the Company in respect of letters of credit relating to
indebtedness or other obligations of the Company that qualify as indebtedness or
obligations of the kind referred to in clauses (i) through (iv) above, and (vi)
obligations of the Company under direct or indirect guarantees in respect of,
and obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (v) above,
in each case unless in the instrument creating or evidencing the indebtedness or
obligation or pursuant to which the same is outstanding it is provided that such
indebtedness or obligation is not superior in right of payment to Senior Debt
Securities.
Certain Covenants of the Company
Restriction on Liens. The Senior Debt Indenture provides that the
Company will not, nor will it permit a Restricted Subsidiary to, secure
indebtedness for money borrowed by placing a Lien on any Operating Property
owned or leased by the Company or any Restricted Subsidiary or on any shares of
stock or Debt of any Restricted Subsidiary without equally and ratably securing
the Debt Securities, unless (i) the principal amount of such indebtedness plus
(ii) the Attributable Debt in respect of Sale and Leaseback Transactions (other
than Sale and Leaseback Transactions the proceeds of which are applied as
provided under (b) of the following paragraph) does not exceed 10% of the
Consolidated Net Assets of the Company and its consolidated subsidiaries. This
restriction will not apply to, and there shall be excluded in computing secured
indebtedness for purposes of this restriction, certain permitted liens,
-9-
<PAGE>
including (a) liens existing as of the date of the Indenture, (b) liens existing
at the time any corporation becomes a Restricted Subsidiary, (c) liens on
property existing at the time of acquisition and certain purchase money or
similar liens, (d) liens to secure certain development, operation, construction,
alteration, repair or improvement costs, (e) liens securing indebtedness owing
to the Company or another Restricted Subsidiary by a Restricted Subsidiary, (f)
liens in connection with either government contracts, including the assignment
of moneys due or to become due thereon or obligations issued by a state or a
commonwealth or certain other governmental entities, (g) certain liens in
connection with legal proceedings or arising in the ordinary course of business
and not in connection with the borrowing of money and (h) extensions,
substitutions, replacements or renewals of the foregoing. (Section 1007)
Restriction on Sale and Leaseback Transactions. The Senior Debt
Indenture further provides that the Company will not, nor will it permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless
either (a) the Attributable Debt in respect thereto and all other sale and
leaseback transactions entered into after the date of the Senior Debt Indenture
(other than those the proceeds of which are applied to reduce indebtedness under
(b) following), plus the aggregate amount of then outstanding secured
indebtedness not otherwise permitted or excepted without equally and ratably
securing the Debt Securities, does not exceed 10% of the Consolidated Net Assets
of the Company and its consolidated subsidiaries, or (b) an amount equal to the
fair value of the Operating Property leased is applied within 120 days to (i)
the purchase of any asset or any interest in an asset which would qualify after
purchase, as an Operating Property or (ii) the retirement of the Debt Securities
or other indebtedness maturing more than one year thereafter. (Section 1008)
Certain Definitions. Attributable Debt, in respect of the sale and
leaseback transactions described above, means, as of the time of determination,
the total obligation (discounted to present value at the rate per annum equal to
the discount rate which would be applicable to a capital lease obligation with
like term in accordance with generally accepted accounting principles) of the
lessee for rental payments (other than amounts required to be paid on account of
property taxes, maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights) during the remaining
portion of the initial term of the lease included in such sale and leaseback
transaction. (Section 101)
Consolidated Net Assets is the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom all current liabilities (excluding certain renewable or extendible
indebtedness) as shown on the latest balance sheet of the Company and its
consolidated subsidiaries and computed in accordance with generally accepted
accounting principles. (Section 101)
An Operating Property is any real property or equipment located within
the United States and used primarily for manufacturing by the Company or any of
its Subsidiaries that has a net book value (after deduction of accumulated
depreciation) in excess of 2.0% of Consolidated Net Assets, other than any such
property or equipment (i) which is financed by obligations issued by a state,
commonwealth, territory or possession of the United States of America, or any
political subdivision or governmental authority of any of the foregoing, or (ii)
which, in the opinion of the Company's Board of Directors, is not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries taken as a whole. (Section 101)
A Restricted Subsidiary is any Subsidiary of the Company that owns any
Operating Property.
A Sale and Leaseback Transaction is any arrangement with any bank,
insurance company or other lender or investor (other than the Company or another
Restricted Subsidiary) providing for the leasing by the Company or any
Restricted Subsidiary of any Operating Property (except a lease for a temporary
period not to exceed three years by the end of which it is intended that the use
of such Operating Property by the lessee will be discontinued), which was or is
owned or leased by the Company or a Restricted Subsidiary and which has been or
is to be sold or transferred, more than 120 days after the acquisition or the
completion of construction and commencement of full operation thereof, by the
Company or such Restricted Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Operating Property.
-10-
<PAGE>
Redemption
If and to the extent set forth in the applicable Prospectus
Supplement, the Company will have the right to redeem the Debt Securities, in
whole or from time to time in part, after the date and at the redemption prices
set forth in the applicable Prospectus Supplement.
Events of Default
An Event of Default with respect to the Debt Securities of any series
is defined in the Indentures as: default in payment of principal of or premium,
if any, on any Debt Security of that series at Maturity; default for 30 days in
payment of interest on any Debt Security of that series; default for 30 days in
the deposit of any sinking fund payment when due in respect of that series;
failure by the Company in the performance of any other of the covenants or
warranties in the Indentures continued for 90 days after due notice by the
Trustee or by Holders of at least 25% in principal amount of the Outstanding
Debt Securities of that series; certain events of bankruptcy, insolvency or
reorganization of the Company; and any other Event of Default provided with
respect to Debt Securities of that series. (Section 501)
The Indentures provide that, if any Event of Default with respect to
Debt Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities or Indexed Securities (as defined in the Indentures), such portion of
the principal amount of such Debt Securities as may be specified in the terms
thereof) of all Debt Securities of that series to be due and payable
immediately, but upon certain conditions such declaration may be annulled and
past defaults (except, unless theretofore cured, a default in payment of
principal of or premium, if any, or interest, if any, on the Debt Securities of
that series and certain other specified defaults) may be waived by the Holders
of a majority in principal amount of the Outstanding Debt Securities of that
series on behalf of the Holders of all Debt Securities of that series. (Sections
502 and 513)
Reference is made to the Prospectus Supplement relating to each series
of Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indentures provide that the Trustee will, within 90 days after the
occurrence of a default with respect to Debt Securities of any series at the
time Outstanding, give to the Holders of the Outstanding Debt Securities of that
series notice of such default known to it if uncured or not waived, provided
that, except in the case of default in the payment of principal of or premium,
if any, or interest on any Debt Security of that series, or in the deposit of
any sinking fund payment which is provided for, such notice shall not be given
until 30 days after the occurrence of a default with respect to Outstanding Debt
Securities of such series. The term default with respect to any series of
Outstanding Debt Securities for the purpose only of this provision means the
happening of any of the Events of Default specified in the Indenture and
relating to such series of Outstanding Debt Securities, excluding any grace
periods and irrespective of any notice requirements. (Section 602)
The Indentures contain a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard of
care, to be indemnified by the Holders of any series of Outstanding Debt
Securities before proceeding to exercise any right or power under the Indenture
at the request of the Holders of such series of Debt Securities. (Section 603)
The Indentures provide that the Holders of a majority in principal amount of
Outstanding Debt Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or other power conferred on the Trustee, with respect to
the Debt Securities of such series provided that the Trustee may decline to act
if such direction is contrary to law or the Indentures or would expose it to
personal liability. (Section 512)
-11-
<PAGE>
Defeasance of Debt Securities or Certain Covenants in Certain Circumstances
Defeasance and Discharge. Unless otherwise provided in the applicable
Prospectus Supplement, the terms of any series of Debt Securities will provide
that the Company will be discharged from any and all obligations in respect of
the Debt Securities of such series (except for certain obligations to register
the transfer or exchange of Debt Securities of such series, to replace stolen,
lost or mutilated Debt Securities of such series, to maintain paying agencies
and hold moneys for payment in trust) upon the deposit with the Trustee, in
trust, of money and/or U.S. Government Obligations which, through the payment of
interest and principal thereof in accordance with their terms, will provide
money in an amount sufficient to pay and discharge the principal of (and
premium, if any) and interest on, and any mandatory sinking fund payments
applicable to, the Debt Securities of such series on the stated maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
Such discharge may only occur if, among other things, the Company has delivered
to the Trustee an Opinion of Counsel to the effect that the Company has received
from, or there has been published by, the United States Internal Revenue Service
a ruling, or there has been a change in tax law, in either case to the effect
that such a discharge will not be deemed, or result in, a taxable event with
respect to Holders of the Debt Securities of such series. (Article Thirteen of
the Senior Debt Indenture; Article Fifteen of the Subordinated Debt Indenture)
Defeasance of Certain Covenants. Unless otherwise provided in the
applicable Prospectus Supplement, the terms of any series of Debt Securities
will provide the Company with the option to omit to comply with certain
restrictive covenants, including those described in Sections 801, 1007 and 1008
of the Senior Debt Indenture. The Company, in order to exercise such option,
will be required to deposit with the Trustee money and/or U.S. Government
Obligations, which, through the payment of interest and principal thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and mandatory sinking
fund payments applicable to the Debt Securities of such series on the stated
maturity of such payments in accordance with the terms of the Indentures and
such Debt Securities. The Company will also be required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the Holders of the Debt Securities of such
series to recognize income, gain or loss for federal income tax purposes. In the
event the Company exercises this option and the Debt Securities of such series
are declared due and payable because of the occurrence of any Event of Default,
the amount of money and U.S. Government Obligations, as the case may be, on
deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series at the time of their Stated Maturity but may not be
sufficient to pay amounts due on the Debt Securities of such series at the time
of the acceleration resulting from such Event of Default. However, the Company
shall remain liable for such payments.
The Prospectus Supplement will state if any defeasance provision will
apply to Debt Securities offered in connection therewith.
Modification of the Indenture and Waiver of Covenants
The Indentures contain provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
principal amount of Outstanding Debt Securities of each series affected thereby,
to execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indentures or modifying the rights of
the Holders of Outstanding Debt Securities of such series, except that no such
supplemental indenture may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (a) change the Stated Maturity, or
reduce the principal amount, the premium, if any, thereon or the rate of payment
of interest thereon, of any Debt Security of any series, (b) reduce the
aforesaid percentage of Outstanding Debt Securities of any series, the consent
of the Holders of which is required for any supplemental indenture or for waiver
of compliance with certain provisions of the Indenture or certain defaults
thereunder or (c) effect certain other changes. (Section 902) The Indentures
also permit the Company to omit compliance with certain covenants in the
Indentures with respect to Debt Securities of any series upon waiver by the
Holders of a majority in principal amount of Outstanding Debt Securities of such
series.
-12-
<PAGE>
Consolidation, Merger and Sale of Assets
The Indentures contain a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Debt Securities under the
Indenture, to consolidate with or merge into any other corporation or transfer
or lease its assets substantially as an entirety to any person provided that:
(i) the successor is a corporation organized under the laws of any domestic
jurisdiction; (ii) the successor corporation assumes the Company's obligations
on the Debt Securities and under the Indentures; (iii) after giving effect to
the transaction no Event of Default, and no event which, after notice or lapse
of time, would become an Event of Default, shall have happened and be
continuing; and (iv) certain other conditions are met. (Sections 801 and 802)
Concerning the Trustee
The Chase Manhattan Bank is the Trustee under the Senior Debt
Indenture. Monsanto maintains deposit accounts and banking relationships with
The Chase Manhattan Bank. It is one of Monsanto's principal commercial banks
and has extended substantial credit facilities to Monsanto. The Chase Manhattan
Bank is a participant in revolving credit agreements with the Company and is the
tender agent and paying agent for various industrial revenue bonds of the
Company. The Trustee also serves as trustee under an indenture relating to the
7.09% Guaranteed Amortizing ESOP Notes and 8.13% Guaranteed Amortizing ESOP
Debentures of the Monsanto Defined Contribution and Employee Stock Ownership
Trust, which are guaranteed by the Company, and under indentures relating to the
Company's Medium-Term Notes, Series C and D, and its 8.70% Debentures and 6.75%
Debentures.
Governing Law
Unless otherwise specified in the applicable Prospectus Supplement,
the Indenture for the Debt Securities and the Debt Securities will be governed
by New York law.
Description of Warrants
Except as otherwise set forth in the applicable Prospectus Supplement,
the Warrants will be issued in fully registered form under a Warrant Agreement
between the Company and the Warrant Agent named in the applicable Prospectus
Supplement (the "Warrant Agent"). The statements in this Prospectus relating to
the Warrants and the Warrant Agreement are summaries and do not purport to be
complete.
Each Warrant will entitle the registered owner (the "Warrantholder")
to purchase one share of Preferred Stock, one share of Common Stock, one
Depositary Share or a specified principal amount of Debt Securities, as set
forth in the applicable Prospectus Supplement, subject to the call provisions
referred to below, from the time the Warrants are separately transferable until
the date set forth in the accompanying Prospectus Supplement. The initial
exercise price of the Warrants and the date on which the Warrants become
separately transferable will be set forth in the applicable Prospectus
Supplement.
The Warrants can be exercised by surrendering to the Warrant Agent a
Warrant certificate signed by the Warrantholder or his, her or its duly
authorized agent indicating the Warrantholder's election to exercise all or a
portion of the Warrants evidenced by the certificate. Surrendered Warrant
certificates must be accompanied by a written election to purchase such Warrants
and payment of the aggregate exercise price of the Warrants to be exercised (the
"Warrant Price"), which payment may be made in the form of wire transfer or a
cashier's check equal to the exercise price or, if and to the extent set forth
in the applicable Prospectus Supplement, the surrender of Debt Securities in
denominations at least equal to the aggregate Warrant Prices or, if applicable,
any combination of cash and such denominations of Debt Securities.
Certificates evidencing duly exercised Warrants shall be delivered by
the Warrant Agent to the transfer agent or trustee for the applicable
Securities. Upon receipt thereof, the Company will be obligated to deliver or
cause to be delivered, to or upon the written order of the exercising
Warrantholders, certificates representing the number or principal amount of
Securities so purchased. If fewer than all of the Warrants evidenced by any
certificate are exercised, the
-13-
<PAGE>
Warrant Agent will be obligated to deliver to the exercising Warrantholder a new
Warrant certificate representing the unexercised Warrants.
To the extent set forth in the applicable Prospectus Supplement, the
Warrant Price and the number of Securities purchasable upon the exercise of each
Warrant are subject to adjustment in certain events, including: (i) the issuance
of a stock dividend to holders of Securities (whichever the Warrants are
exercisable for) or a combination or subdivision of the Securities (whichever
the Warrants are exercisable for); (ii) the issuance of rights, warrants or
options or securities convertible into, or exchangeable for, the Securities
(whichever the Warrants are exercisable for), that are distributed to all
holders of the Company's outstanding Securities (whichever the Warrants are
exercisable for) entitling them to subscribe for or purchase such Securities;
and (iii) any distribution by the Company to the holders of its Securities
(whichever the Warrants are exercisable for) of evidences of indebtedness of the
Company or of assets (excluding, if and to the extent set forth in the
applicable Prospectus Supplement, certain cash dividends or distributions). To
the extent set forth in the applicable Prospectus Supplement, no adjustment in
the number of Securities purchasable upon exercise of the Warrants or in the
Warrant Price will be required until cumulative adjustments require an
adjustment of at least one percent thereof.
Notwithstanding the foregoing, unless the applicable Prospectus
Supplement states to the contrary, in case of any merger or consolidation or
sale, transfer, lease or conveyance of all or substantially all of the assets
of the Company and its subsidiaries, including a consolidation or merger in
which the Company is the continuing corporation, the successor or assuming
entity shall succeed to and be substituted for the Company, with the same effect
as if it had been named in the Warrant Agreement and in the Warrant Certificates
as the Company.
Adjustments to the Warrant Price (and, possibly, adjustment to the
number of Securities purchasable upon the exercise of each Warrant), or the
failure to make such adjustments, may in certain circumstances result in
distributions that could be taxable as dividends under the Internal Revenue Code
of 1986, as amended, to holders of the Warrants or to holders of shares of
Securities issued upon exercise thereof. The Company will reserve the right (but
will not be obligated) to make such adjustments to the Warrant Price or in the
number of Securities purchasable upon the exercise of each Warrant, in addition
to those required in the foregoing provisions, as it shall determine to be
advisable in order that certain stock-related distributions which may hereafter
be made by the Company to its stockholders after the date of the applicable
Prospectus Supplement shall not be taxable to them.
If all or any portion of the Warrants are callable at the option of
the Company, the call provisions, including the call price and the date through
which the Warrants may be exercised, will be set forth in the applicable
Prospectus Supplement. If upon expiration the unexercised Warrants will convert
into Securities, the manner and rate of such conversion will be set forth in the
applicable Prospectus Supplement.
Holders of Warrants are not entitled, by virtue of being holders, to
receive dividends or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the Company or
any other matter, to vote at any such meeting or to exercise any rights
whatsoever as stockholders of the Company. The Warrant Agreement and the
Warrants will provide that no director, officer, employee or shareholder of the
Company, as such, will have any liability under the Warrants or the Warrant
Agreement. The Warrant Agreement and the Warrants will also each provide that
each holder of the Warrants, by accepting the Warrants, waives and releases all
such liability.
Unless otherwise specified in the applicable Prospectus Supplement,
the Warrant Agreement and the Warrants will be governed by New York law.
Description of Stock Purchase Contracts
and Stock Purchase Units
Unless otherwise specified in the applicable Prospectus Supplement,
the Company may issue Stock Purchase Contracts, including contracts obligating
holders to purchase from the Company, and the Company to sell to the holders, a
specified number of shares of Common Stock or Preferred Stock at a future date
or dates. The consideration per share of Common Stock or Preferred Stock may be
fixed at the time the Stock Purchase Contracts are issued or may be determined
by a specific reference to a formula set forth in the Stock Purchase Contracts.
The Stock Purchase Contracts may be issued separately or as part of Units
("Stock Purchase Units") consisting of a Stock Purchase Contract and Debt
-14-
<PAGE>
Securities, Preferred Securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holders' obligations to purchase the
Common Stock or the Preferred Stock under the Stock Purchase Contracts. The
Stock Purchase Contracts may require the Company to make periodic payments to
the holders of the Stock Purchase Units or vice versa, and such payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts may require
holders to secure their obligations thereunder in a specified manner.
Pledged Securities and Pledge Agreement. The securities related to
the Stock Purchase Contracts (collectively, the "Pledged Securities") will be
pledged to a collateral agent (the "Collateral Agent"), for the benefit of the
Company, pursuant to the Pledge Agreement to secure the obligations of holders
of Stock Purchase Contracts to purchase Common Stock or Preferred Stock under
the related Stock Purchase Contracts. The rights of holders of Stock Purchase
Contracts to the related Pledged Securities will be subject to the Company's
security interest therein created by the Pledge Agreement. No holder of Stock
Purchase Contracts will be permitted to withdraw the Pledged Securities related
to such Stock Purchase Contracts from the pledge arrangement except upon the
termination or Early Settlement of the related Stock Purchase Contracts.
Subject to such security interest and the terms of the Purchase Contract
Agreement and the Pledge Agreement, each holder of a Stock Purchase Contract
will retain full beneficial ownership of the related Pledged Securities.
Except as described in the applicable Prospectus Supplement, the
Collateral Agent will, upon receipt of distributions on the Pledged Securities,
distribute such payments to the Company or the Purchase Contract Agent, as
provided in the Pledge Agreement. The Purchase Contract Agent will in turn
distribute payments it receives as provided in the Purchase Contract Agreement.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units. The description in the
Prospectus Supplement will not necessarily be complete and will be qualified in
its entirety by reference to the Stock Purchase Contracts, and, if applicable,
collateral arrangements and depositary arrangements, relating to such Stock
Purchase Contracts or Stock Purchase Units.
Description of Global Securities
Unless otherwise specified in the applicable Prospectus Supplement,
Securities other than Common Stock will be issued in the form of one or more
book-entry certificates (collectively, with respect to each series or issue of
Securities, the "Global Securities") registered in the name of a depositary or a
nominee or a depositary. Unless otherwise specified in the applicable
Prospectus Supplement, the depositary will be The Depository Trust Company
("DTC"). The Company has been informed by DTC that its nominee will be Cede &
Co. ("Cede"). Accordingly, Cede is expected to be the initial registered holder
of all Securities that are issued in book-entry form. No person that acquires a
beneficial interest in such Securities will be entitled to receive a certificate
representing such person's interest in the Securities except as set forth herein
or in the applicable Prospectus Supplement. Unless and until definitive
Securities are issued under the limited circumstances described below, all
references to actions by holders of Securities issued in book-entry form shall
refer to actions taken by DTC upon instruction from its Participants (as defined
below), and all references herein to payments and notices to holders shall refer
to payments and notices to DTC or Cede, as the registered holder of such
Securities.
DTC has informed the Company that it is a limited purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing company" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to Section 17A of
the Exchange Act, and that it was created to hold securities for its
participating organizations ("Participants") and to facilitate the clearance and
settlement of securities transactions among Participants through electronic
book-entry, thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Persons that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, Securities may do so only through Participants and Indirect Participants.
Under a
-15-
<PAGE>
book-entry format, Holders may experience some delay in their receipt of
payments, as such payments will be forwarded by the agent designated by the
Company to Cede, as nominee for DTC. DTC will forward such payments to its
Participants, which thereafter will forward them to Indirect Participants or
Holders. Holders will not be recognized by the applicable registrar, transfer
agent, Trustee, Depositary or Warrant Agent as registered holders of the
Securities entitled to the benefits of the Certificate or the applicable
Indenture, Deposit Agreement or Warrant Agreement. Beneficial owners that are
not Participants will be permitted to exercise their rights as such only
indirectly through and subject to the procedures of Participants and, if
applicable, Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC
and its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Securities among Participants and to receive and
transmit payments to Participants. Participants and Indirect Participants with
which beneficial owners of Securities have accounts with respect to the
Securities similarly are required by the Rules to make book-entry transfers and
receive and transmit such payments on behalf of their respective account
holders.
Because DTC can act only on behalf of Participants, who in turn act
only on behalf of Participants or Indirect Participants, and on behalf of
certain banks, trust companies and other persons approved by it, the ability of
a beneficial owner of Securities issued in book-entry form to pledge such
Securities to persons or entities that do not participate in the DTC system, or
to otherwise act with respect to such Securities, may be limited due to the
unavailability of physical certificates for such Securities.
DTC has advised the Company that DTC will take any action permitted to
be taken by a registered holder of any Securities under the Charter or the
applicable indenture, Deposit Agreement or Warrant Agreement only at the
direction of one or more Participants to whose accounts with DTC such Securities
are credited.
Unless otherwise specified in the applicable Prospectus Supplement, a
Global Security will be exchangeable for the relevant definitive Securities
registered in the names of persons other than DTC or its nominee only if (i) DTC
notifies the Company that it is unwilling or unable to continue as depository
for such Global Security or if at any time DTC ceases to be a clearing agency
registered under the Exchange Act at a time when DTC is required to be so
registered in order to act as such depository and the Company does not appoint a
successor within 90 days, (ii) the Company executes and delivers to the
applicable registrar, transfer agent, Trustee, Depositary and/or Warrant Agent
an order complying with the requirements of the Charter or the applicable
Indenture, Deposit Agreement and/or Warrant Agreement that such Global Security
shall be so exchangeable or (iii) there has occurred and is continuing a default
in the payment of any amount due in respect of the Securities or, in the case of
Debt Securities, an Event of Default or an event that, with the giving of notice
or lapse of time, or both, would constitute an Event of Default with respect to
such Debt Securities. Any Global Security that is exchangeable pursuant to the
preceding sentence will be exchangeable for Securities registered in such names
as DTC directs.
Upon the occurrence of any event described in the immediately
preceding paragraph, DTC is generally required to notify all Participants of the
availability through DTC of definitive Securities. Upon surrender by DTC of the
Global Security representing the Securities and delivery of instructions for re-
registration, the registrar, transfer agent, Trustee, Depositary or Warrant
Agent, as the case may be, will reissue the Securities as definitive Securities,
and thereafter such persons will recognize the holders of such definitive
Securities as registered holders of Securities entitled to the benefits of the
Certificate or the applicable Indenture, Deposit Agreement and/or Warrant
Agreement.
Except as described above a Global Security may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or to a successor depositary appointed by the Company.
Except as described above, DTC may not sell, assign, transfer or otherwise
convey any beneficial interest in a Global Security evidencing all or part of
any Securities unless such beneficial interest is in an amount equal to an
authorized denomination for such Securities.
None of the Company, the Trustees, any registrar and transfer agent,
any Warrant Agent or any Depositary, or any agent of any of them, will have any
responsibility or liability for any aspect of DTC's or any Participant's records
relating to, or for payments made on account of, beneficial interests in a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
-16-
<PAGE>
Plan of Distribution
The Company may sell the Securities to or through one or more
underwriters or dealers or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement. The
Company may sell Securities directly to investors on its own behalf in those
jurisdictions where it is authorized to do so.
Underwriters may offer and sell the Securities at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. The
Company also may, from time to time, authorize dealers or agents to offer and
sell the Securities upon such terms and conditions as may be set forth in the
applicable Prospectus Supplement. In connection with the sale of the Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell the Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters or commissions from the purchasers for which they may act as
agents.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of the Securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act.
The Common Stock is listed on the New York Stock Exchange under the
symbol "MTC." The Depositary Shares, Debt Securities, the Preferred Stock and
the Warrants will be new issues of securities with no established trading
market. Any underwriters or agents to or through which Securities are sold by
the Company may make a market in such Securities, but such underwriters or
agents will not be obligated to do so and any of them may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of or trading market for any Depositary Shares, Debt Securities, Preferred Stock
or Warrants.
Legal Matters
The validity of the Common Stock, Preferred Stock, Depositary Shares,
Debt Securities, Common Stock Warrants, Preferred Stock Warrants, Debt
Warrants, Depositary Share Warrants and Stock Purchase Contracts covered by this
Prospectus will be passed upon for the Company by Winston & Strawn, Chicago,
Illinois. The validity of the Securities offered by this Prospectus may be
passed on for any underwriters or agents by counsel named in the Prospectus
Supplement.
Experts
The consolidated financial statements of Monsanto at December 31, 1997
and 1996 and for each of the three years in the period ending December 31, 1997
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated
herein by reference. Such statements are incorporated herein by reference in
reliance upon such report given upon the authority of Deloitte & Touche LLP as
experts in accounting and auditing.
-17-
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the
Underwriters. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstance, create any implication that there has
been no change in the affairs of the Company since the date as of which
information is given in this Prospectus. This Prospectus does not constitute
an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
----------------------
TABLE OF CONTENTS
PAGE
Available Information...................................................... 2
Information Incorporated By Reference...................................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Capital Stock............................................... 3
Description of Depositary Shares........................................... 6
Description of Debt Securities............................................. 8
Description of Warrants.................................................... 13
Description of Stock Purchase Contracts and Stock Purchase Units........... 14
Description of Global Securities........................................... 15
Plan of Distribution....................................................... 17
Legal Matters.............................................................. 17
Experts.................................................................... 17
$2,000,000,000
MONSANTO COMPANY
Common Stock, Preferred Stock, Depositary Shares, Debt Securities,
Common Stock Warrants, Preferred Stock Warrants, Debt Warrants,
Depositary Share Warrants and Stock Purchase Contracts
---------------------
P R O S P E C T U S
---------------------
May 19, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Company, except any underwriters' fees and expenses, in connection with the sale
of the Securities being registered hereby. All of the amounts shown are
estimated, except the SEC registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.......... $ 590,000
NASD filing fee............... 30,500
Printing expenses............. 125,000
Trustee's fees and expenses... 18,000
Legal fees and expenses....... 175,000
Accounting fees and expenses.. 100,000
Miscellaneous expenses
(including listing, rating
agency, depositary and warrant
agent fees)................... 1,000,000
==========
Total......................... $2,038,500
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. Section 59 of the
Company's By-Laws provides for indemnification of any director, officer,
employee or agent of the Company, or any person serving in the same capacity in
any other enterprise at the request of the Company, under certain circumstances.
Article IX of the Company's Restated Certificate of Incorporation eliminates the
liability of directors of the Company under certain circumstances for breaches
of fiduciary duty to the Company and its shareholders.
It is anticipated that in any underwriting agreements, the underwriter(s)
named therein will agree to indemnify the Company, its directors and certain of
its officers against certain civil liabilities, including civil liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
The Company maintains directors' and officers' liability insurance
coverage.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
1* Form of Underwriting Agreement (for debt securities)
4.1* Restated Certificate of Incorporation of the Company as of October 28,
1997 (incorporated herein by reference to Exhibit 3(i) of the
Company's Form 10-Q for the quarter ended September 30, 1997)
4.2* By-Laws of the Company, as amended effective September 26, 1997
(incorporated herein by reference to Exhibit 3(ii) of the Company's
10-Q for the quarter ended September 30, 1997)
4.3* Rights Agreement, dated as of January 26, 1990 between the Company and
First Chicago Trust Company as successor to the First National Bank of
Boston (incorporated herein by reference to the Company's Form 8-A
filed on January 31, 1990)
4.4* Form of Indenture dated as of [______], 1998 between the Company and
The Chase Manhattan Bank as Trustee, providing for Issuance of Senior
Debt Securities in Series
4.5* Form of Indenture dated as of [______], 1998 between the Company and
[________] as Trustee, providing for Issuance of Subordinated Debt
Securities in Series
4.6* Form of Deposit Agreement dated as of [_______], 1998 between the
Company, [__________] and the Holders from Time to Time of the
Depositary Shares Described Therein
4.7* Form of Certificate of Designations of the [___]% Series [___]
[Convertible] Preferred Stock (Par Value $.01 Per Share) of the
Company
4.8* Form of Warrant Agreement between the Company and [__________], as
Warrant Agent
4.9* Form of Purchase Contract Agreement between the Company and [_____],
as Purchase Contract Agent
4.10* Form of Pledge Agreement among the Company, [________], as Collateral
Agent and [__________], as Purchase Contract Agent
5* Opinion of Winston & Strawn
12 Computation of Ratios of Earnings to Fixed Charges (for last five
fiscal years)
23.1 Consent of Deloitte & Touche LLP
23.2* Consent of Winston & Strawn (included in Exhibit 5)
24* Powers of Attorney
25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank relating to the
Senior Debt Indenture
*Previously filed
II-2
<PAGE>
ITEM 17 UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rules 424(b)(l) or 497(h) under
the Securities Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described in Item 15 (other than the
provisions relating to insurance), or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(7) The undersigned Company hereby undertakes to file an application, if
necessary, for the purpose of determining the eligibility of any trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Monsanto
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing this Amendment No. 1 and has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on May 19, 1998.
MONSANTO COMPANY
By: /s/ Michael R. Hogan
------------------------------------
Name: Michael R. Hogan
Title: Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed by the following persons in the capacities
indicated on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ ----------------------------- ------------------
<S> <C> <C>
* Chairman and Director May 19, 1998
- ------------------------ (Principal Executive Officer)
Robert B. Shapiro
* Vice Chairman May 19, 1998
- ------------------------ (Principal Financial Officer)
Robert B. Hoffman
/s/ Michael R. Hogan Vice President and Controller May 19, 1998
- ------------------------ (Principal Accounting Officer)
Michael R. Hogan
* Director May 19, 1998
- ------------------------
Robert M. Heyssel
* Director May 19, 1998
- ------------------------
Michael Kantor
* Director May 19, 1998
- ------------------------
Gwendolyn S. King
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
* Director May 19, 1998
- ------------------------
Philip Leder
* Director May 19, 1998
- ------------------------
Jacobus F. M. Peters
* Director May 19, 1998
- ------------------------
John S. Reed
* Director May 19, 1998
- ------------------------
John E. Robson
* Director May 19, 1998
- ------------------------
William D. Ruckelshaus
</TABLE>
*Barbara L. Blackford, by signing her name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been previously filed as an Exhibit to
the Registration Statement of which this Amendment No. 1 is an amendment.
/s/ Barbara L. Blackford
-----------------------------
Barbara L. Blackford
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
1* Form of Underwriting Agreement (for debt securities)
4.1* Restated Certificate of Incorporation of the Company as of October 28,
1997 (incorporated herein by reference to Exhibit 3(i) of the
Company's Form 10-Q for the quarter ended September 30, 1997)
4.2* By-Laws of the Company, as amended effective September 26, 1997
(incorporated herein by reference to Exhibit 3(ii) of the Company's
10-Q for the quarter ended September 30, 1997)
4.3* Rights Agreement, dated as of January 26, 1990 between the Company and
First Chicago Trust Company as successor to the First National Bank of
Boston (incorporated herein by reference to the Company's Form 8-A
filed on January 31, 1990)
4.4* Form of Indenture dated as of [______], 1998 between the Company and
The Chase Manhattan Bank as Trustee, providing for Issuance of Senior
Debt Securities in Series
4.5* Form of Indenture dated as of [______], 1998 between the Company and
[________] as Trustee, providing for Issuance of Subordinated Debt
Securities in Series
4.6* Form of Deposit Agreement dated as of [_______], 1998 between the
Company, [__________] and the Holders from Time to Time of the
Depositary Shares Described Therein
4.7* Form of Certificate of Designations of the [___]% Series [___]
[Convertible] Preferred Stock (Par Value $.01 Per Share) of the
Company
4.8* Form of Warrant Agreement between the Company and [__________], as
Warrant Agent
4.9* Form of Purchase Contract Agreement between the Company and [_____],
as Purchase Contract Agent
4.10* Form of Pledge Agreement among the Company, [________], as Collateral
Agent and [__________], as Purchase Contract Agent
5* Opinion of Winston & Strawn
12 Computation of Ratios of Earnings to Fixed Charges (for last five
fiscal years)
23.1 Consent of Deloitte & Touche LLP
23.2* Consent of Winston & Strawn (included in Exhibit 5)
24* Powers of Attorney
25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank relating to the
Senior Debt Indenture
*Previously filed
<PAGE>
Exhibit 12
MONSANTO COMPANY AND SUBSIDIARIES
---------------------------------
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Three Months Ended March 31, Year Ended December 31,
---------------------------- -------------------------------------
1998 1997 1997 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations before
provision for income taxes................ $ 296 $ 289* $ 366* $ 553* $ 645* $ 636 $ 427
Add--
Fixed charges........................... 80 43 236 172 178 140 141
Less capitalized interest............... (1) (1) (14) (9) (5) (4) (7)
Dividends from affiliated
companies........................... - - 4 6 3 2 5
Less equity income (add equity loss)
of affiliated companies................ (11) (15) (20) 42 (3) (4) (20)
----- ----- ----- ----- ----- ----- -----
Income as adjusted............... $ 364 $ 316 $ 572 $ 764 $ 818 $ 770 $ 546
===== ===== ===== ===== ===== ===== =====
Fixed Charges
Interest expense........................ $ 66 $ 29 $ 170 $ 119 $ 132 $ 100 $ 101
Capitalized interest.................... 1 1 14 9 5 4 7
Portion of rents representative of
interest factor..................... 13 13 52 44 41 36 33
----- ----- ----- ----- ----- ----- -----
Fixed charges................... $ 80 $ 43 $ 236 $ 172 $ 178 $ 140 $ 141
===== ===== ===== ===== ===== ===== =====
Ratio of earnings to fixed charges......... 4.55 7.35 2.42 4.44 4.60 5.50 3.87
===== ===== ===== ===== ===== ===== =====
</TABLE>
______________
* Includes charges for acquired in-process research and development of $101
million for the three months ended March 31, 1997, and $684 million for the
year ended December 31, 1997, and charges for restructuring and other unusual
items of $376 million and $90 million for the years ended December 31, 1996
and 1995, respectively. Excluding these unusual items, the ratio of earnings
to fixed charges would have been 9.70 for the three months ended March 31,
1997, and 5.32, 6.60 and 5.10 for the years ended December 31, 1997, 1996 and
1995, respectively. The ratio was not materially affected by the restructuring
and other unusual items in 1994 and 1993.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-51919 of Monsanto Company on Form S-3 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 Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
May 18, 1998
