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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 1998
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Monsanto Company
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(Exact name of Registrant as specified in Charter)
Delaware
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(State of incorporation)
1-2516 43-0420020
(Commission File Number) (IRS Employer Identification No.)
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800 North Lindbergh Boulevard, St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (314) 694-1000
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Item 5. Other Events.
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On November 11, 1998, Monsanto Company (the "Company") issued three
separate releases announcing (i) a plan to fund seed company acquisitions, (ii)
a public offering of Common Stock and Adjustable Conversion-rate Equity Security
Units and (iii) a private placement of senior unsecured notes. A copy of the
press releases issued by the Company are filed as exhibits hereto and are
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits. The following exhibits are filed as part of this report:
Number Description
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99.1 Press release issued by Monsanto Company on November 11, 1998,
relating to a plan to fund seed company acquisitions.
99.2 Press release issued by Monsanto Company on November 11, 1998,
relating to a public offering of Common Stock and Adjustable
Conversion-rate Equity Security Units.
99.3 Press release issued by Monsanto Company on November 11, 1998,
relating to a private placement of senior unsecured notes.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 13, 1998 MONSANTO COMPANY
By: /s/ J. H. Hinshaw
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Name: J. H. Hinshaw
Title: Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release issued by Monsanto Company on November 11,
1998, relating to a plan to fund seed company acquisitions.
99.2 Press release issued by Monsanto Company on November 11,
1998, relating to a public offering of Common Stock and
Adjustable Conversion-rate Equity Security Units.
99.3 Press release issued by Monsanto Company on November 11,
1998, relating to a private placement of senior unsecured
notes.
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Immediately
Lori J. Fisher (314-694-8535) [email protected]
MONSANTO ANNOUNCES PLAN TO FUND SEED COMPANY ACQUISITIONS
ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) today announced a
plan to fund its recent seed company acquisitions through a series of financing
transactions, a combination of divestitures, and cost reductions.
Specifically, these restructuring actions include:
. Debt and equity financing plans which are described in separate
announcements and are summarized below.
. Divestitures of businesses expected to generate gross proceeds of at
least $1 billion. Additional divestitures also are under
consideration, with final decisions expected in 60 days, subject to
market conditions.
. Simplification of the company's management structure and a reduction
of administrative costs.
During the next few weeks, Monsanto plans to raise up to $4 billion in a
series of financing transactions. These transactions will include the issuance
of approximately $1 billion of common stock, roughly $500 million of adjustable
conversion-rate equity security units (ACES), and approximately $2.5 billion of
long-term, unsecured debt. Additional information regarding the securities to be
sold will be announced separately.
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Immediately
Lori J. Fisher (314-694-8535) [email protected]
MONSANTO ANNOUNCES $1 BILLION SHARE OFFERING;
$500 MILLION ACES OFFERING
ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) announced today its
intent to offer $1 billion of common stock for sale in an underwritten public
offering. The company also announced its intent to offer up to $500 million of
adjustable conversion-rate equity security units (ACES) in a separate
underwritten public offering. The underwriters in both offerings may, under
certain circumstances, purchase additional securities from Monsanto to cover
overallotments.
The net proceeds of these offerings would be used for financing or
refinancing seed company acquisitions, including the refinancing of its
outstanding commercial paper as it becomes due, and for working capital
purposes. Monsanto said that it decided to move forward with the offerings in
order to remove uncertainty as to the amount and timing of common stock to be
sold and to reduce any uncertainty regarding the company's ability to access the
debt markets.
Monsanto is a life sciences company, 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 28,500
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
This news release shall not constitute an offer to sell nor a solicitation of
an offer to buy the common stock, nor the ACES, and no sales will be made in any
state where to do so would be unlawful.
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Immediately
Lori J. Fisher (314-694-8535) [email protected]
MONSANTO PROPOSES NEW DEBT OFFERING
ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) announced today that
it is pursuing through a Rule 144A private placement the issuance of $2.5
billion of senior unsecured notes. The terms of the notes will be determined at
a later date.
The company intends to use the net proceeds of the issuance of notes for
financing or refinancing seed company acquisitions, including the refinancing of
its outstanding commercial paper as it becomes due, and for working capital
purposes.
Monsanto anticipates that the notes will not be registered initially under
the Securities Act of 1933 (the "Act") and will not be available for sale in the
United States except under an applicable exemption under the Act. The company
expects that the notes will be purchased by certain qualified buyers under the
Rule 144A exemption from the registration requirements of the Act. Monsanto
anticipates that after the issuance of the notes it will file a registration
statement relating to an exchange offer for the notes under the Act.
Monsanto is a life sciences company, 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 28,500
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
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