AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
DEKALB GENETICS CORPORATION
(NAME OF SUBJECT COMPANY)
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CORN ACQUISITION CORPORATION
MONSANTO COMPANY
(BIDDERS)
CLASS A COMMON STOCK, WITHOUT PAR VALUE
CLASS B COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
244878104
244878203
(CUSIP NUMBER OF CLASS OF SECURITIES)
BARBARA BLACKFORD, ESQ.
CORN ACQUISITION CORPORATION
C/O MONSANTO COMPANY
800 N. LINDBERGH BLVD.
ST. LOUIS, MISSOURI 63167
(314) 694-2594
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDER)
COPIES TO:
RICHARD D. KATCHER, ESQ.
DAVID M. SILK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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This Amendment No. 4 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on May 15, 1998 (as amended from time to time, the "Schedule
14D-1") by Monsanto Company, a Delaware corporation ("Parent") and by Corn
Acquisition Corporation (the "Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Parent. The Schedule 14D-1 and this Amendment relate
to a tender offer by the Purchaser to purchase all outstanding shares of (i)
Class A Common Stock, without par value (the "Class A Shares") and (ii) Class B
Common Stock, without par value (the "Class B Shares" and, collectively with the
Class A Shares, the "Shares"), of Dekalb Genetics Corporation, a Delaware
corporation (the "Company"), at a purchase price of $100.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 15, 1998 and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. This
Amendment is also Amendment No. 9 to the Schedule 13D filed by Parent with
respect to the Class A Shares. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
1. The fifth sentence of the final paragraph of Section 8 "Certain
Information Concerning the Company" is amended to read in its entirety
as follows:
"Accordingly, the inclusion of the projections in this Offer
should not be regarded as an indication that Parent or
Purchaser or their respective financial advisors or their
respective officers and directors consider such information to
be accurate or reliable, and none of such persons assumes any
liability for the accuracy thereof."
2. The response to Item 10(f) is hereby supplemented as follows:
"Notwithstanding anything to the contrary set forth in the
Offer to Purchase, in response to any condition to the Offer
not being satisfied, the Purchaser may not upon expiration of
the Offer (and without extending the period of time for which
the Offer is open) delay acceptance for payment or payment for
Shares until such time as such condition is satisfied or
waived; provided that, subject to the applicable regulations
of the Commission, the Purchaser reserves the right, in its
sole discretion (but subject to the terms of the Merger
Agreement), at any time and from time to time, to delay
acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, pay for, any
Shares in order to comply with any applicable law."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) -- Offer to Purchase, dated May 15, 1998.*
(a) (2) -- Letter of Transmittal.*
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(a) (3) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a) (4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a) (5) -- Notice of Guaranteed Delivery.*
(a) (6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a) (7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a) (7)(ii) -- Text of press release issued by Parent on June 3, 1998*
(a) (7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a) (7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a) (8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b) -- Not applicable.
(c) (1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by
and among the Company, the Purchaser and Parent.*
(c) (2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c) (3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c) (4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of
the Company.*
(c) (5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the Company and Parent.*
(c) (6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c) (7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c) (8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31,
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1996, between the Company and Parent.**
(c) (9) -- CaMV Promoter License Agreement (Glufosinate-Protected
Corn), dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
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* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect to
the Class A Shares.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 5, 1998
MONSANTO COMPANY
By: /s/Derek K. Rapp
Name: Derek K. Rapp
Title: Director, Mergers & Acquisitions
(Authorized Officer)
CORN ACQUISITION CORPORATION
By: /s/Barbara Blackford, Esq.
Name: Barbara Blackford, Esq.
Title: President, Secretary and Treasurer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a) (1) -- Offer to Purchase, dated May 15, 1998.*
(a) (2) -- Letter of Transmittal.*
(a) (3) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a) (4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a) (5) -- Notice of Guaranteed Delivery.*
(a) (6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a) (7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a) (7)(ii) -- Text of press release issued by Parent on June 3, 1998.*
(a) (7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a) (7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a) (8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b) -- Not applicable.
(c) (1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by
and among the Company, the Purchaser and Parent.*
(c) (2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c) (3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c) (4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of
the Company.*
(c) (5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the
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Company and Parent.*
(c) (6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c) (7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c) (8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c) (9) -- CaMV Promoter License Agreement (Glufosinate-Protected
Corn), dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
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* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect to
the Class A Shares.
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