AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
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. 6)
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. 1 (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. 6 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 2. IDENTITY AND BACKGROUND
Items 2(a)-(d) are hereby amended and supplemented as follows:
Recent Developments Concerning Parent.
On June 1, 1998, Parent and American Home Products Corporation ("AHP")
announced that they entered into a definitive agreement to combine the two
companies in a merger of equals transaction. In the transaction, AHP
shareholders will retain their shares and Parent shareholders will receive 1.15
shares in the new company for each share of Parent that they currently own.
The combined company's board of directors will consist of 22 members,
with representation equally divided between AHP and Parent. Parent's Chairman
and Chief Executive Officer, Robert B. Shapiro, and AHP's Chairman, President
and Chief Executive Officer, John R. Stafford, will be co-chairmen and co-CEOs.
The transaction is subject to, among other things, approval by both
companies' shareholders, normal governmental reviews and other customary
conditions. The merger is intended to qualify as a tax-free reorganization and
to be accounted for on a pooling of interests basis.
Parent issued a press release with respect to the merger on June 1,
1998, a copy of which is filed herewith as Exhibit (a)(7)(i) and incorporated
herein by reference.
On May 14, 1998 Parent and Cargill, Inc. announced that they had signed
a letter of intent to form a worldwide joint venture to create and market new
products enhanced through biotechnology for the grain processing and animal feed
markets. The 50-50 joint venture would draw from Parent's capabilities in
genomics, biotechnology and seeds and from Cargill's global agricultural input,
processing and marketing infrastructure to develop and market new products
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with traits aimed at improving the processing efficiencies and animal nutrition
qualities of major crops.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b)-(c) are hereby amended and supplemented as follows.
On June 2, 1998, the Parent, as the ultimate parent entity of the
Purchaser, received a request for additional information ( a "Second Request")
from the United States Department of Justice (the "DOJ") under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), with respect to the proposed acquisition of the Company pursuant to the
Offer and the Merger. The Second Request extends the waiting period under the
HSR Act until ten days after the request is substantially complied with, and no
purchase of Shares may be consummated until the waiting period expires. The
Parent and the Company intend to comply with the DOJ's requests for additional
information as quickly as possible. In addition, the Merger Agreement requires
the Purchaser to extend the Offer from time to time until such date as the Offer
Conditions, including the expiration or termination of any waiting period under
the HSR Act, have been satisfied, but not beyond November 9, 1999, unless the
Offer is earlier terminated in accordance with the terms of the Merger
Agreement.
Following receipt of the Second Request, the Parent issued a press
release on June 3, 1998, a copy of which is filed herewith as Exhibit (a)(7)(ii)
and incorporated herein by reference.
Foreign Approvals. According to publicly available information, the
Company also owns property and conducts business in a number of foreign
countries and jurisdictions. In connection with the acquisition of the Shares
pursuant to the Offer or the Merger, the laws of certain of those foreign
countries and jurisdictions may require the filing of information with
governmental authorities in such countries and jurisdiction. The governments in
such countries and jurisdictions might attempt to impose restrictions or other
requirements on the Company's operations conducted in such countries and
jurisdictions as a result of the acquisition of the Shares pursuant to the Offer
or the Merger. There can be no assurance that the Purchaser will be able to
cause the Company or its subsidiaries to satisfy or comply with such laws or
that compliance or noncompliance with such laws will not have adverse
consequences for the Company or any subsidiary after purchase of the Shares
pursuant to the Offer or the Merger.
Subject to fiduciary responsibilities, each of the Company, Parent and
the Purchaser have agreed in the Merger Agreement to use best efforts to cause
the purchase of Shares pursuant to the Offer prior to the Outside Date, and
consummation of the Merger to occur as soon as practicable after such purchase
of Shares, and, without limiting the foregoing, Parent has agreed that if
necessary to cause the purchase of Shares pursuant to the Offer prior to the
Outside Date, Parent will, and will cause its Subsidiaries to, divest or hold
separate or otherwise take or commit to take any action that limits its freedom
of action with respect to, or its ability to retain, any of the businesses,
product lines or assets of Parent, the Company or any of their respective
Subsidiaries.
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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)(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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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: June 3, 1998
MONSANTO COMPANY
By: /s/ DEREK K. RAPP
Name: Derek K. Rapp
Title: Director, Mergers &
Acquisitions
(Authorized Officer)
CORN ACQUISITION CORPORATION
By: /s/ ERIC FENCL
Name: Eric Fencl
Title: Vice President and
Assistant Secretary
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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)(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.
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** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
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[AMERICAN HOME PRODUCTS CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
MEDIA CONTACT - AHP INVESTOR CONTACT - AHP
LOWELL B. WEINER THOMAS G. CAVANAGH
973-660-5013 973-660-5706
MEDIA CONTACT - MONSANTO
SCARLETT LEE FOSTER
314-694-2883
[email protected]
AMERICAN HOME PRODUCTS AND MONSANTO ANNOUNCE PLAN TO COMBINE TO
CREATE $96 BILLION LIFE SCIENCES COMPANY
MADISON, N.J., AND ST. LOUIS, MO., June 1, 1998 - Monsanto Company
(NYSE: MTC) and American Home Products Corporation (NYSE: AHP) today have
announced that they have entered into a definitive agreement to combine the two
companies in a merger of equals transaction. The combined company would have a
market capitalization in excess of $96 billion based on current market prices.
The combined life sciences company will have a new name and
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strong global businesses in pharmaceuticals, agriculture, animal health,
consumer health care and nutrition, with combined expected sales in 1998 of
approximately $23 billion.
AHP shareholders will retain their shares. Monsanto shareholders will
receive 1.15 shares in the new company for each share of Monsanto that they
currently own. Monsanto shareowners would own approximately 35 percent of the
combined company's shares.
The combined company's board of directors will consist of 22 members,
with representation equally divided between AHP and Monsanto. Monsanto
Chairman and Chief Executive Officer Robert B. Shapiro and AHP Chairman,
President and Chief Executive Officer John R. Stafford will be co-chairmen and
co-CEOs. They will head an office of the chairmen. Members of that group and
their current positions are Robert G. Blount, AHP senior executive vice
president and chief financial officer; Richard U. De Schutter, Monsanto vice
chairman; Robert Essner, AHP executive vice president; and Hendrik A.
Verfaillie, Monsanto president.
Mr. Essner will head the new company's pharmaceutical business; Mr. De
Schutter its consumer and nutrition businesses; and Mr. Verfaillie its
agricultural and animal health businesses. Mr. Blount will be the new company's
chief financial officer. Corporate headquarters will be located in Madison, New
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Jersey. The new company's agricultural business will be headquartered in St.
Louis, Missouri; the pharmaceutical business headquartered in Radnor,
Pennsylvania; the consumer health care and nutrition business headquartered in
Chicago, Illinois.
"This new company is based on growth and opportunity. We're committed
to cutting edge science, to developing and marketing great products, and to a
philosophy of growth and value," said Mr. Stafford.
Mr. Shapiro stated, "Our new company is designed to be successful in
the face of continued consolidation and increasing worldwide competition in the
life sciences. We will have the scientific depth, global marketing capabilities
and financial resources to take greater advantage of the opportunities before us
and to bring innovative new products to market faster."
As a result of the merger, the companies expect to realize on an annual
basis between $1.25 billion and $1.5 billion in cost savings from synergies and
cost avoidance within three years from the closing. From the standpoint of AHP's
earnings, assuming the merger is consummated by year end 1998 and after
synergies and cost savings, earnings per share are anticipated to be diluted by
up to 15 percent in the first year, by a lesser amount in 2000, and accretive
thereafter.
The transaction is subject to approval by both companies' shareowners,
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normal governmental reviews and other customary conditions. The merger is
intended to qualify as a tax-free reorganization and to be accounted for on a
pooling of interests basis.
Monsanto is a life sciences company, committed to finding solutions to
the growing global needs for food and health by applying advanced bioscience and
biotechnology to agriculture, nutrition and health. It makes and manufactures
high-value agricultural products, pharmaceuticals and food ingredients.
AHP is one of the world's largest research-based pharmaceutical and
health care products companies. It is a leader in the discovery, development,
manufacturing and marketing of prescription drugs and over-the-counter
medications. It is also a global leader in vaccines, biotechnology, agricultural
products and animal health care.
This news release contains certain forward-looking statements,
including, among other things, statements regarding each company's results of
operations and expected cost savings and earnings per share effects. These
forward-looking statements are based on current expectations, but actual results
may differ materially from anticipated future events or results. Certain factors
which could cause each company's actual results to differ materially from
expected and historical results are described in AHP's and Monsanto's periodic
reports filed with the Securiities and Exchange Commission, including Monsanto's
and AHP's 1997 annual reports and Forms 10-K and Exhibits 99 thereto,
respectively.
This announcement is not an offer to sell nor a solicitation to buy any
securities. The offering with respect to the proposed merger will be made only
by the proxy statement/prospectus that will be distributed to shareowners in
connection with their consideration of the transaction.
######
[MONSANTO LETTERHEAD]
MONSANTO COMPANY
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
Release: Immediately
Contact: Scarlett L. Foster (314-694-2883) [email protected]
MONSANTO RECEIVES REQUEST FOR ADDITIONAL INFORMATION FROM DEPARTMENT OF JUSTICE
ON DEKALB TRANSACTION
ST. LOUIS, Mo. (June 3, 1998) - Monsanto Company and DEKALB Genetics
Corporation announced today that they 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 previously announced
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 said that they intend to comply with the DOJ's
requests for information as quickly as possible.
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 the expiration of the Hart-Scott
Rodino waiting period and other customary conditions. The tender offer is
currently scheduled to expire on June 12, 1998. As previuosly 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.
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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.
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
21,900 employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
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Note to editors: YieldGard and Roundup Ready are trademarks of Monsanto Company.
