SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 19, 1999
MONSANTO COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-2516 43-0420020
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
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.
On December 19, 1999, the Board of Directors of Monsanto Company, a
Delaware corporation, declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $2.00 per
share. The dividend is payable on February 5, 2000 to the stockholders of record
on February 5, 2000. These rights will replace preferred share purchase rights
that will expire on February 5, 2000.
Our Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 20% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board and will have no effect on the proposed merger
with Pharmacia & Upjohn, Inc.
For those interested in the specific terms of the Rights Agreement
as made between our Company and EquiServe Trust Company N.A., as the Rights
Agent, as of December 19, 1999, we provide the following summary description.
Please note, however, that this description is only a summary, and is not
complete, and should be read together with the entire Rights Agreement, which
has been filed as an exhibit to this Form 8-K. A copy of the agreement is
available free of charge from our Company.
The Rights. Our Board authorized the issuance of a Right with respect to each
issued and outstanding share of common stock on February 5, 2000. The Rights
will initially trade with, and will be inseparable from, the common stock. The
Rights are evidenced only by certificates that represent shares of common stock.
New Rights will accompany any new shares of common stock we issue after February
5, 2000 until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $250.00, once the Rights become exercisable. This
portion of a Preferred Share will give the stockholder approximately the same
dividend and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
- - 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 20% or more of our
outstanding common stock, or, if earlier,
- - 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a tender
or exchange offer which, if consummated, would result in that person or group
becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any
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transfer of shares of common stock will constitute a transfer of Rights. After
that date, the Rights will separate from the common stock and be evidenced by
book-entry credits or by Rights certificates that we will mail to all eligible
holders of common stock. Any Rights held by an Acquiring Person are void and may
not be exercised.
Our Board may reduce the threshold at which a person or group
becomes an Acquiring Person from 20% to not less than 10% of the outstanding
common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
- - Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $250.00, purchase shares of our
common stock with a market value of $500.00, based on the market price of the
common stock prior to such acquisition.
- - Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights except
the Acquiring Person may, for $250.00, purchase shares of the acquiring
corporation with a market value of $500.00, based on the market price of the
acquiring corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-thousandth of a Preferred Share, if issued:
- - will not be redeemable.
- - will entitle holders to quarterly dividend payments of $.001 per share, or an
amount equal to the dividend paid on one share of common stock, whichever is
greater.
- - will entitle holders upon liquidation either to receive $0.10 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
- - will have the same voting power as one one-thousandth of a share of common
stock.
- - if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to the
payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on February 5, 2010.
Redemption. Our Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.001
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
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Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
The Rights Agreement, dated as of December 19, 1999, between the
Company and EquiServe Trust Company N.A., as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following exhibits are filed as part of this report:
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4.1 Rights Agreement, dated as of December 19, 1999, between
Monsanto Company and EquiServe Trust Company N.A., which
includes the form of Right Certificate as Exhibit A and
the Summary of Rights to Purchase Preferred Shares as
Exhibit B. (Incorporated by reference to Exhibit 4.1 to
Monsanto Company's Form 8-A filed on December 30, 1999)
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SIGNATURE
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.
Dated: December 30, 1999
MONSANTO COMPANY
By /s/ Barbara L. Blackford
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Name: Barbara L. Blackford
Title: Chief Counsel and
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Rights Agreement, dated as of December 19, 1999, between Monsanto
Company and EquiServe Trust Company N.A., which includes the form
of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B. (Incorporated by
reference to Exhibit 4.1 to Monsanto Company's Form 8-A filed on
December 30, 1999)
