SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Monsanto Company
(Exact name of registrant as specified in its charter)
Delaware 43-0420020
(State of incorporation) (IRS Employer Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d) please check
the following box: [X] the following box: [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1-2516), filed with the Securities
and Exchange Commission on January 31, 1990, as set forth below.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Monsanto Company (the "Company") and First Chicago Trust Company of
New York, as successor Rights Agent to The First National Bank of Boston (the
"Rights Agent"), entered into the First Amendment (the "First Amendment"), dated
as of May 31, 1998, to the Rights Agreement, dated January 26, 1990, between the
Company and the Rights Agent (as amended, the "Rights Agreement"). On June 5,
1996, the Company effected a five-for-one stock split in the form of a 400%
stock distribution to stockholders of record on May 15, 1996 (the "1996 Stock
Split"). On June 6, 1990, the Company effected a two-for-one stock split in the
form of a 100% stock distribution to stockholders of record on May 15, 1990
(the "1990 Stock Split"). The following description of the Company's preferred
share purchase rights (the "Rights") gives effect to the adjustments resulting
from the 1996 Stock Split and the 1990 Stock Split.
On January 26, 1990, the Board of Directors of the Company declared
a dividend of one Right for each outstanding share of Common Stock, par value of
$2 per share (the "Common Stock"), of the Company. The dividend was paid on
February 5, 1990 to the stockholders of record at the close of business on
February 5, 1990. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock without par value (the "Preferred Stock"), of the Company at a price of
$45 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
the Rights Agreement.
Until the earlier to occur of (i) the tenth day following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired or obtained the right to acquire beneficial
ownership of 20% or more of the outstanding Common Stock or (ii) the tenth
business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
the outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the close of business on February 5,
1990, by such Common Stock certificate with a copy of the Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the rights), the Rights will be transferred
with and only with the
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Common Stock. Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after February 5, 1990 upon
transfer or new issuance of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the rights), the surrender for transfer of any
certificates for Common Stock, outstanding as of the close of business on
February 5, 1990, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. Pursuant
to the Rights Agreement, the Rights will expire on February 5, 2000 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 1000 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Stock will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 1000 times the payment made per
share of Common Stock. Each share of Preferred Stock will have one vote, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is exchanged, each
share of Preferred Stock will be entitled to receive
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1000 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend and
liquidation rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then-current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
At any time after any Person becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of the number of one
one-thousandths of a share of Preferred Stock issuable upon the exercise of one
Right, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
At any time prior to the time that a person or group of affiliated
or associated persons has acquired beneficial ownership of 20% or more of the
outstanding Common Stock, the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors of the Company in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower the 20% thresholds described above (including the threshold
for a person becoming an Acquiring Person) to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Stock then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%,except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Stock.
The Rights Agreement specifying the terms of the Rights and
including the form of the Certificate of Designations setting forth the terms of
the Preferred Stock as an exhibit thereto and the form of press release
announcing the declaration of the Rights are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.
First Amendment to Rights Agreement. The First Amendment provides,
among other things, that neither American Home Products Corporation, a Delaware
corporation ("AHP"), MA Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of AHP ("Sub"), nor any of their Affiliates or Associates will be
deemed to be an Acquiring Person by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger dated as of May 31, 1998, as may be
amended from time to time, among AHP, Sub and the Company (the "Merger
Agreement") or the consummation of the transactions contemplated thereby.
The First Amendment also provides that the Final Expiration Date
will be February 5, 2000 or, if earlier, immediately prior to the consummation
of the merger of Sub with and into the Company, as contemplated by, and in
accordance with, the Merger Agreement (the "Merger").
The First Amendment also adds a new Section 34 to the Rights
Agreement, providing that notwithstanding any other provision of the Rights
Agreement, as amended by
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the First Amendment, neither the approval, execution or delivery of the
Merger Agreement nor the consummation of the transactions contemplated thereby
is or shall be deemed to be an event described in Section 11(a)(ii) or Section
13 of the Rights Agreement, nor will such performance or consummation result in
the occurrence of a Share Acquisition Date (as defined in the Rights Agreement),
a Distribution Date or any other separation of the Rights from the underlying
Common Shares, nor entitle or permit the holders of the Rights to exercise the
Rights or otherwise affect the rights of the holders of Rights, including giving
the holders of the Rights the right to acquire securities of any party to the
Merger Agreement.
If the Merger Agreement is terminated without the effective time of
the Merger having occurred, the First Amendment will be null and void.
The foregoing summary description of the Amendment is qualified in
its entirety by reference to the full text of the Amendment, which is filed as
Exhibit 3 hereto and is incorporated herein by reference.
Item 2. EXHIBITS.
1. Rights Agreement, dated as of January 26, 1990, between Monsanto
Company and First Chicago Trust Company of New York (as successor to
The First National Bank of Boston), as Rights Agent (incorporated by
reference to Monsanto Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on January 31,
1990).
2. Press Release dated January 26, 1990 (incorporated by reference to
Monsanto Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on January 31, 1990).
3. First Amendment, dated as of May 31, 1998, to Rights Agreement, dated
as of January 26, 1990, by and between Monsanto Company and First
Chicago Trust Company of New York, as Rights Agent (filed herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 31, 1998
MONSANTO COMPANY
By: /s/ Eric R. Fencl
--------------------------
Name: Eric R. Fencl
Title: Assistant Secretary
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EXHIBIT LIST
No.
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1. Rights Agreement, dated as of January 26, 1990, between Monsanto Company
and First Chicago Trust Company of New York (as successor to The First
National Bank of Boston), as Rights Agent (incorporated by reference to
Monsanto Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on January 31, 1990).
2. Press Release dated January 26, 1990 (incorporated by reference to
Monsanto Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on January 31, 1990).
3. First Amendment, dated as of May 31, 1998, to Rights Agreement, dated as
of January 26, 1990, by and between Monsanto Company and First Chicago
Trust Company of New York (filed herewith).
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FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of May 31, 1998, to the
Rights Agreement, dated as of January 26, 1990 (the "Rights Agreement"), by and
between Monsanto Company, a Delaware corporation (the "Company"), and First
Chicago Trust Company of New York (as successor to The First National Bank of
Boston), as Rights Agent (the "Rights Agent").
R E C I T A L S
---------------
A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof.
C. The Company proposed to enter into an Agreement and Plan of
Merger, dated as of May 31, 1998 (as it may be further amended or supplemented
from time to time, the "Merger Agreement") among American Home Products
Corporation ("Parent"), MA Sub, Inc. ("Sub") and the Company, pursuant to which
Sub will be merged with and into the Company (the "Merger").
D. The Merger Agreement contemplates that the Company will amend
the Rights Agreement to the extent necessary to provide that the approval,
execution and delivery of the Merger Agreement and the consummation of the
transactions contemplated thereby will not
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(i) cause Parent, Sub or any of their Affiliates and Associates to become an
Acquiring Person or (ii) cause the occurrence of a Share Acquisition Date or
Distribution Date or otherwise cause such Rights to separate from the underlying
Common Stock or give such holders the right to acquire securities of any party
thereto.
E. The Board of Directors has determined that it is in the best
interest of the Company and its shareholders to amend the Rights Agreement to
exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, from the application of the Rights Agreement.
A G R E E M E N T
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NOW, THEREFORE, the Company hereby amends the Rights Agreement
effective as of the Effective Time of the Merger as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following proviso at the end thereof:
"; provided, further, that neither American Home Products
Corporation, a Delaware corporation ("Parent"), MA Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent
("Sub"), nor any of their Affiliates or Associates shall be
deemed to be an Acquiring Person by virtue of the approval,
execution or delivery of the Agreement and Plan of Merger
dated as of May 31, 1998, as may be amended from time to time,
among Parent, Sub and the Company (the "Merger Agreement") or
the consummation of the transactions contemplated thereby.
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2. Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "February 5, 2000" to "February 5, 2000, or,
if earlier, immediately prior to the consummation of the merger of Sub with and
into the Company as contemplated by and in accordance with the Merger
Agreement," it being agreed that February 5, 2000 or, if applicable, such
earlier date, shall for all purposes of the Rights Agreement be deemed to be the
"Final Expiration Date."
3. The Rights Agreement is hereby further modified and amended by
adding a new Section 34 to the end thereof to read in its entirety as follows:
"Section 34. Merger Agreement with Parent. Notwithstanding any
other provision of this Rights Agreement, as amended by this
Amendment, neither the approval, execution or delivery of the
Merger Agreement nor the consummation of the transactions
contemplated thereby is or shall be deemed to be an event
described in Section 11(a)(ii) or Section 13 hereof, nor will
such performance or consummation result in the occurrence of a
Share Acquisition Date, a Distribution Date or any other
separation of the Rights from the underlying Common Shares,
nor entitle or permit the holders of the Rights to exercise
the Rights or otherwise affect the rights of the holders of
Rights, including giving the holders of the Rights the right
to acquire securities of any party to the Merger Agreement."
4. This Amendment shall become effective as of the date of the
Merger Agreement. If the Merger Agreement is terminated without the Effective
Time (as defined in the Merger Agreement) having occurred, this Amendment shall
be null and void.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with
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the laws of such State applicable to contracts to be made and performed entirely
within such State.
6. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
7. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
8. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
[The remainder of this page has been intentionally
left blank]
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: MONSANTO COMPANY
- ------
By: /s/ Eric R. Fencl By: /s/ Barbara L. Blackford
-------------------------- --------------------------
Name: Eric R. Fencl Name: Barbara L. Blackford
Title: Assistant Secretary Title: Assistant Secretary
Attest: FIRST CHICAGO TRUST COMPANY OF
- ------ NEW YORK
By: /s/ David L. Cohn By: /s/ Joanne Gorostiola
------------------------------ ------------------------------
Name: David L. Cohn Name: Joanne Gorostiola
Title: Customer Service Officer Title: Assistant Vice President
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