AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 6)
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. 11)
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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<PAGE>
This Amendment No. 6 (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. 11 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.
On September 14, 1998, Parent announced that it had reached an
agreement with the staff of the Antitrust Division (the "Division") of the
Department of Justice concerning a timetable for concluding the Division's
review of the Offer under the HSR Act. Pursuant to the terms of this agreement,
Parent will not consummate the Offer prior to the earlier of November 16, 1998
and the date that the Division notifies Parent that it is closing its review of
the Offer.
As a result of reaching this agreement with the Division,
Parent and the Purchaser have also extended the expiration date of the Offer
until 5:00 pm eastern standard time on Monday, November 30, 1998. Although
Parent and Purchaser believe that this schedule provides for adequate time to
resolve with the Division any issues that remain outstanding in connection with
the Division's review of the Offer, there can be no guarantee that the Offer
will be consummated on November 30, 1998.
On September 14, 1998, the Parent issued a press release
announcing the agreement with the Division and the extension of the Offer. A
copy of such press release is attached as Exhibit (a)(7)(vi) 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.*
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(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)(7)(vi) -- Text of press release issued by Parent on September 14, 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.
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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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<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: September 14, 1998
MONSANTO COMPANY
By: /s/ Derek K. Rapp
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Name: Derek K. Rapp
Title: Director, Mergers & Acquisitions
(Authorized Officer)
CORN ACQUISITION CORPORATION
By: /s/ Barbara Blackford
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Name: Barbara Blackford
Title: President, Secretary & Treasurer
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<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)(7)(vi) -- Text of press release issued by Parent on September 14, 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.
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<PAGE>
(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.
[MONSANTO LETTERHEAD]
Immediately
Lori J. Fisher, Monsanto Company (314-694-8535) [email protected]
David R. Wagley, DEKALB Genetics Corporation (815-758-9383)
MONSANTO, DEKALB AND THE DEPARTMENT OF JUSTICE STAFF AGREE ON TIMETABLE FOR
RESOLUTION OF MONSANTO'S ACQUISITION OF DEKALB
ST. LOUIS, Mo. and DEKALB, Ill. (Sept. 14, 1998) - Monsanto Company
and DAKALB Genetics Corporation announced today that they have agreed with the
Department of Justice (DoJ) staff on a timetable for resolving any outstanding
issues, if any, the DoJ may have as it concludes its investigation of Monsanto's
proposed acquisition of DEKALB.
Monsanto has agreed not to close its acquisition of DEKALB prior to
Nov. 16, 1998, or such earlier date that the DoJ notifies Monsanto that it is
closing its investigation of the transaction. As a result of this agreement,
Monsanto has extended 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 until 5 p.m. EDT, on Monday, Nov. 30, 1998. While
Monsanto and DEKALB believe that this schedule provides for adequate time to
resolve any outstanding issues, if any, there can be no guarantee that the
acquisition will be closed by late November.
The tender offer had previously been scheduled to expire on Sept. 11,
1998. As of the close of business on Thursday, Sept. 10, 1998, 3,972,262 Class A
shares and 10,937,598 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.
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<PAGE>
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.
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 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 September 10, 1998, would be sufficient to
satisfy the minimum condition.
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 worldwide leader in agricultural genetics and
biotechnology for seed and swine.
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