AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
SCHEDULE 14D-1
(AMENDMENT NO. 5)
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. 10)
DEKALB GENETICS CORPORATION
(NAME OF SUBJECT COMPANY)
---------------------------------------
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
================================================================================
<PAGE>
This Amendment No. 5 (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. 10 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.
The Parent and the Purchaser have extended the expiration date
of the Offer until 5:00 pm eastern daylight time on Friday, September 11, 1998.
On August 7, 1998, the Parent issued a press release announcing this extension
of the Offer. A copy of such press release is attached as Exhibit (a)(7)(v)
hereto and is hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(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)(7)(v) -- Text of press release issued by Parent on August 7, 1998
(a) (8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b) -- Not applicable.
-2-
<PAGE>
(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, 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.
- ---------------------
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
-3-
<PAGE>
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 10, 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
Name: Barbara Blackford
Title: President, Secretary & Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
-------- -----------
(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)(7)(v) -- Text of press release issued by Parent on August 7, 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, 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.
- --------------------------
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
-6-
EXHIBIT (a) (7)(v)
Immediately
Lori J. Fisher (314-694-8535) [email protected]
MONSANTO EXTENDS TENDER OFFER FOR DEKALB SHARES
ST. LOUIS (Aug. 7, 1998) - Monsanto Company announced today that it has
extended until 5 p.m. EDT, on Friday, Sept. 11, 1998, the expiration date of its
tender offer for all the outstanding shares of Class A and Class B Common Stock
of DEKALB Genetics Corporation, at a purchase price of $100 in cash per share.
The offer had previously been scheduled to expire at 4 p.m. EDT today. As of the
close of business on Thursday, Aug. 6, 1998, 3,622,029 Class A shares and
11,635,223 Class B shares had been validly tendered and not withdrawn. These
figures do not include 485,442 Class A shares and 13,321,436 Class B shares held
by Monsanto.
On May 15, 1998, Monsanto commenced a cash tender offer for all of the
common stock of DEKALB at $100 net per share. The second step of the transaction
will be a merger in which any remaining stock of DEKALB will be exchanged for
cash at the same price per share paid in the tender offer. If the tender offer
is not completed by May 9, 1999, the offer price will increase by 50 cents per
share on the 10th day of each month, starting on May 10, 1999.
The tender offer is conditioned on there having been validly tendered and
not withdrawn prior to the expiration of the offer a number of shares of Class A
Common Stock that (together with the shares of Class A Common Stock then held by
Monsanto) would constitute a majority of the shares of Class A Common Stock
(assuming the exercise of all options, exchange rights and conversion rights of
securities exercisable for shares of
- more -
<PAGE>
- 2 -
Class A Common Stock) outstanding at the expiration of the offer (the "minimum
condition"), the expiration or termination of the Hart-Scott-Rodino waiting
period applicable to the offer and other customary conditions. The number of
shares of Class A Common Stock tendered and not withdrawn as of August 6 would
be sufficient to satisfy the minimum condition.
As previously disclosed, under the terms of the merger agreement between
Monsanto and DEKALB, Monsanto is required to extend the tender offer pending
satisfaction of the Hart-Scott-Rodino waiting period and the other conditions to
the offer, but in no event beyond Nov. 9, 1999, unless the offer is earlier
terminated in accordance with the terms of the merger agreement. Also as
previously disclosed, Monsanto and DEKALB have received requests for additional
information and other documentary materials from the U.S. Department of Justice
(DOJ) under the Hart-Scott-Rodino Act concerning Monsanto's acquisition of
DEKALB. This request extends the waiting period under the Hart-Scott-Rodino Act
during which the parties are prohibited from closing the transaction. The
companies are in the process of complying with the DOJ's requests for
information and are seeking to do so promptly.
As a life sciences company, Monsanto is committed to finding solutions to
the growing global needs for food and health by sharing common forms of science
and technology among agriculture, nutrition and health. The company's 24,700
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
DEKALB is a global leader in agricultural genetics and a top hybrid seed
corn company in the United States. It also has a strong presence in Latin
America, plus seed interests in Europe and Southeast Asia. DEKALB currently
offers its customers Monsanto traits for YieldGard insect-protected corn and
Roundup Ready herbicide-tolerant corn.
-oOo-
Note to editors: YieldGard and Roundup Ready are trademarks of Monsanto Company.
