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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PHARMACIA & UPJOHN, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
616130 50 4
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(CUSIP Number)
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BARBARA L. BLACKFORD
CHIEF COUNSEL AND ASSISTANT SECRETARY
MONSANTO COMPANY
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
(314) 694-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
WITH A COPY TO:
ERIC S. ROBINSON
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
DECEMBER 19, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
Page 1 of 14 Pages
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SCHEDULE 13D
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Page 2 of 14 Pages
CUSIP No. 616130 50 4
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MONSANTO COMPANY
I.R.S. IDENTIFICATION NO. 43-0420020
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
NUMBER OF 77,388,932
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SHARES 8
SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9
SOLE DISPOSITIVE POWER
EACH 77,388,932
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REPORTING 10
SHARED DISPOSITIVE POWER
PERSON WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,388,932
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0%
13.0% (assuming exercise of the Option)
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
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This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $0.01 per share ("PNU Common Stock"), of Pharmacia &
Upjohn, Inc., a Delaware corporation ("PNU" or the "Issuer"). The principal
executive offices of the Issuer are located at 100 Route 206 North, Peapack, New
Jersey 07977.
ITEM 2. IDENTITY AND BACKGROUND.
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This Statement is being filed by Monsanto Company, a Delaware
corporation (the "Company"). The Company and its subsidiaries are engaged in the
worldwide manufacture and sale of a diversified line of agricultural products,
pharmaceuticals and food ingredients. The Company's principal business and
principal office are located at 800 North Lindbergh Boulevard, St. Louis,
Missouri 63167.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of the Company
is set forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither the Company, nor, to the
knowledge of the Company, any of the persons listed on Schedule I hereto, (1)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (2) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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As more fully described in Item 4 hereof, the Company has entered
into the PNU Option Agreement (as defined in Item 4 below) with PNU. Pursuant to
the PNU Option Agreement, PNU has, among other things, granted the Company an
option to acquire shares of PNU Common Stock as described below. If the
conditions precedent were satisfied to permit the Company to exercise its option
to purchase shares of PNU Common Stock pursuant to the PNU Option Agreement and
the Company so exercised that option, the Company currently anticipates that
funds for such exercise would be provided from general funds available to the
Company and its affiliates and by borrowings from sources yet to be determined.
However, pursuant to the terms of the PNU Option Agreement, at any time after
the first occurrence of a Purchase Event (as defined in Item 4 below), the
Company can elect to have PNU repurchase the option.
No funds were used in connection with entering into the Merger
Agreement (as defined in Item 4 below) or the PNU Option Agreement.
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ITEM 4. PURPOSE OF TRANSACTION.
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The Merger Agreement
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On December 19, 1999, the Company, MP Sub, Incorporated, a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and PNU
entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby,
subject to the conditions stated therein, Merger Sub will merge (the "Merger")
with and into PNU, and PNU, as the surviving corporation, will become a wholly
owned subsidiary of the Company. In the Merger, each share of PNU Common Stock
outstanding immediately prior to the effective time of the Merger will be
converted automatically into the right to receive 1.19 shares of common stock,
par value $2.00 per share, of the Company (the "Company Common Stock"). As a
result of the Merger, the Company will be the sole shareholder of PNU.
Accordingly, the PNU Common Stock will be delisted from the New York Stock
Exchange and will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
The closing of the Merger will occur on the second business day
following the date on which all conditions to the Merger contained in the Merger
Agreement have been satisfied or, where permitted, waived or such other date as
the Company and PNU may agree. The closing of the Merger is conditioned upon
approval of the stockholders of both the Company and PNU as well as the receipt
of all applicable regulatory approvals, including the expiration or termination
of the waiting period prescribed by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary conditions all as further described
in the Merger Agreement.
As a condition and inducement to each party's willingness to enter
into the Merger Agreement, each party requested, and the other party agreed, to
grant the requesting party an option to purchase a certain number of shares of
the granting party's common stock. The Company granted PNU such an option
pursuant to a Stock Option Agreement dated as of December 19, 1999 (the "Company
Option Agreement"), between the Company, as grantor, and PNU, as grantee. PNU
granted the Company such an option pursuant to a Stock Option Agreement dated as
of December 19, 1999 (the "PNU Option Agreement"), between PNU, as grantor, and
the Company, as grantee.
The Merger Agreement contemplates that, at the effective time of the
Merger, (1) the combined company's Board of Directors will consist of 20
members, with representation equally divided between the Company and PNU, (2)
the Company's Chairman and Chief Executive Officer, Robert B. Shapiro, will be
non-executive Chairman of the Board and PNU's President and Chief Executive
Officer, Fred Hassan, will be Chief Executive Officer and (3) the committees of
the combined company's Board of Directors will consist of an equal number of
members from the Company and PNU. The parties intend that the twenty most senior
officers of the combined company will consist of an equal number of officers
from the Company and PNU. Upon the effective time, the individuals who were
directors of Merger Sub immediately prior to such effective time will become
the directors of PNU.
PNU Option Agreement
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Pursuant to the PNU Option Agreement, PNU granted to the Company an
irrevocable option (the "Option") to purchase up to 77,388,932 shares (the
"Option Shares") of PNU Common Stock (the "Shares") (being 14.9% of the number
of Shares outstanding immediately before such grant), together with the
associated purchase rights (the "PNU Rights") under the Shareholder Protection
Rights Agreement (the "PNU Rights Agreement") dated as of March 4, 1997, between
PNU and Harris Trust & Savings Bank, as Rights Agent (references to
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the Option Shares will be deemed to include the associated Rights), at a
purchase price of $50.25 per Option Share (such price, as adjusted if
applicable, the "Purchase Price").
In the event of any change in Shares by reason of reclassification,
recapitalization, stock split, split-up, combination, exchange of shares, stock
dividend, dividend, dividend payable in any other securities, or any similar
event, the type and number of Shares or securities subject to the Option, and
the Purchase Price therefor (including for purposes of repurchase thereof), will
be adjusted appropriately, and proper provisions will be made in the agreements
governing such transaction, so that the Company will receive upon exercise of
the Option the number and class of shares or other securities or property that
the Company would have received in respect of Shares if the Option had been
exercised immediately prior to such event or the record date therefor, as
applicable. If any additional Shares are issued after the date of the PNU Option
Agreement (other than pursuant to an event described in the immediately
preceding sentence), the number of Shares subject to the Option will be adjusted
so that immediately prior to such issuance, it equals 14.9% of the number of
Shares then issued and outstanding. In no event will the number of Shares
subject to the Option exceed 14.9% of the number of Shares issued and
outstanding at the time of exercise (without giving effect to any shares subject
or issued pursuant to the Option).
The Company may exercise the Option, in whole or in part, at any
time or from time to time following the occurrence of a Purchase Event (defined
below in this Item 4), provided that the Option will terminate and be of no
further force and effect upon the earliest to occur of:
(1) The effective time of the Merger;
(2) 6 months after the first occurrence of a Purchase Event (or if, at
the expiration of such 6 months after the first occurrence of a
Purchase Event, the Option cannot be exercised by reason of any
applicable judgment, decree, order, law or regulation, 10 business
days after such impediment to exercise has been removed, but in no
event under this clause (2) later than the first anniversary of the
Purchase Event);
(3) Termination of the Merger Agreement under circumstances which do not
and cannot result in the Company becoming entitled to receive
termination fees of $575 million or more from PNU pursuant to a
Purchase Event;
(4) 12 months after the termination of the Merger Agreement if:
(a) (i) Either party terminates the Merger Agreement due to the
failure of PNU's stockholders to adopt the Merger Agreement
and approve the transactions contemplated thereby and (ii) at
any time after the date of the Merger Agreement and at or
before the date of the PNU shareholders meeting a Business
Combination (as defined below in this Item 4) proposal with
respect to PNU has been publicly announced or otherwise
communicated to the PNU Board of Directors;
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(b) (i) Either party terminates the Merger Agreement because the
effective time of the Merger has not occurred on or before
December 31, 2000 (provided, however, that this right to
terminate will not be available to any party whose failure to
fulfill any obligation under the Merger Agreement has been the
cause of, or resulted in, the failure of the effective time of
the Merger to occur on or before December 31, 2000), (ii) at
any time after the date of the Merger Agreement and at or
before December 31, 2000 there exists a Business Combination
proposal with respect to PNU and (iii) following the existence
of the Business Combination proposal and prior to any such
termination, PNU has intentionally breached (and not cured
after notice thereof) any of its covenants or agreements set
forthin the Merger Agreement in any material respect, which
breach has materially contributed to the failure of the
effective time of the Merger to occur on or before December
31, 2000; or
(c) (i) Either party terminates the Merger Agreement because the
Board of Directors of PNU has decided to withdraw, modify or
materially qualify in any manner adverse to the Company its
recommendation in favor of adoption of the Merger Agreement by
the stockholders of PNU or take any action or make any
statement in connection with the PNU shareholders meeting
materially inconsistent with such recommendation (any such
withdrawal, modification, qualification or statement, an
"Adverse Change in the PNU Recommendation") and (ii) at any
time after the date of the Merger Agreement and at or before
the Adverse Change in the PNU Recommendation a Business
Combination proposal with respect to PNU has been publicly
announced or otherwise communicated to the PNU Board of
Directors; or
(5) The date the Company has received the Maximum Repurchase Price
(as defined below in this Item 4).
A "Purchase Event" means an event the result of which is that the
total fee or fees required to be paid by PNU to the Company pursuant to Section
7.2(b) of the Merger Agreement equals $575 million. These events include the
following:
(1) If PNU terminates the Merger Agreement at any time prior to its
required stockholders approval, upon three business days' prior
notice to the Company, if PNU's Board of Directors determines as of
the date of such notice that an Acquisition Proposal (as defined
below in this Item 4) is a Superior Proposal (as defined below in
this Item 4); provided, however, that (i) PNU has complied with
Section 5.5 of the Merger Agreement pertaining to Acquisition
Proposals, (ii) prior to any such termination, PNU has, if requested
by the Company in connection with a revised proposal by it,
negotiated in good faith for such three Business Day period with the
Company and (iii) PNU's Board of Directors has concluded in good
faith, as of the effective date of such termination, after taking
into account any revised proposal by the Company during such three
Business Day period, that an Acquisition Proposal is a Superior
Proposal; provided, further,
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that it will be a condition to termination by PNU that PNU has made
the payment of $575 million to the Company as required by the Merger
Agreement;
(2) PNU enters into a definitive agreement with any third party with
respect to a Business Combination or a Business Combination is
consummated within 12 months following the termination of the Merger
Agreement under the circumstances described in paragraph 4(a), (b)
or (c) above;
(3) If the Company terminates the Merger Agreement because:
(a) PNU's Board of Directors, prior to PNU's required stockholders
approval, approves or recommends a Superior Proposal or
resolves to take any of such actions; or
(b) A Stock Acquisition Date has occurred pursuant to the PNU
Rights Agreement.
"Business Combination" means with respect to PNU, (i) a merger,
reorganization, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution or similar transaction involving such
party as a result of which either (A) PNU's stockholders prior to such
transaction (by virtue of their ownership of PNU's shares) in the aggregate
cease to own at least 60% of the voting securities of the entity surviving or
resulting from such transaction (or the ultimate parent entity thereof) or,
regardless of the percentage of voting securities held by such stockholders, if
any person beneficially owns, directly or indirectly, at least 30% of the voting
securities of such ultimate parent entity, or (B) the individuals comprising
PNU's Board of Directors prior to such transaction do not constitute a majority
of the Board of Directors of such ultimate parent entity, (ii) a sale, lease
exchange, transfer or other disposition of at least 50% of the assets of PNU and
its subsidiaries, taken as a whole, in a single transaction or a series of
related transactions or (iii) the acquisition, directly or indirectly, by a
person of beneficial ownership of 30% or more of the Shares whether by merger,
consolidation, share exchange, business combination, tender or exchange offer or
otherwise (other than a merger, reorganization, consolidation, share exchange,
business combination, recapitalization, liquidation, dissolution or similar
transaction upon the consummation of which PNU's stockholders would in the
aggregate beneficially own greater than 60% of the voting securities of such
person).
"Acquisition Proposal" means with respect to PNU, any proposal or
offer (other than a proposal or offer made by the Company or an affiliate of the
Company) with respect to a merger, reorganization, share exchange,
consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving PNU, or any purchase or sale of the
consolidated assets (including without limitation stock of subsidiaries) of PNU
and its subsidiaries, taken as a whole, having an aggregate value equal to 10%
or more of the market capitalization of PNU, or any purchase or sale of, or
tender or exchange offer for, 10% or more of PNU's equity securities.
"Superior Proposal" means with respect to PNU, a written proposal
made by a person other than the Company which is for
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(1) (i) a merger, reorganization, consolidation, share exchange,
business combination, recapitalization, liquidation, dissolution or
similar transaction involving PNU as a result of which either
(a) PNU's stockholders prior to such transaction (by virtue of their
ownership of PNU's shares) in the aggregate cease to own at least
50% of the voting securities of the entity surviving or resulting
from such transaction (or the ultimate parent entity thereof) or
(b) the individuals comprising PNU's Board of Directors prior to
such transaction do not constitute a majority of the Board of
Directors of such ultimate parent entity, (ii) a sale, lease,
exchange, transfer or other disposition of at least 50% of the
assets of PNU and its subsidiaries, taken as a whole, in a single
transaction or a series of related transactions or (iii) the
acquisition, directly or indirectly, by a person of beneficial
ownership of 50% or more of the Shares whether by merger,
consolidation, share exchange, business combination, tender or
exchange offer or otherwise (other than a merger, consolidation,
share exchange, business combination, tender or exchange offer or
other transaction upon the consummation of which PNU's stockholders
would in the aggregate beneficially own greater than 60% of the
voting securities of such person); and which is
(2) otherwise on terms which PNU's Board of Directors in good faith
concludes (after consultation with its financial advisors and
outside counsel), taking into account, among other things, all
legal, financial, regulatory and other aspects of the proposal and
the person making the proposal, (i) would, if consummated, result in
a transaction that is more favorable to its stockholders (in their
capacities as stockholders), from a financial point of view, than
the transactions contemplated by the Merger Agreement (after giving
effect to any revised proposal as described in paragraph (1) of the
definition of "Purchase Event" above) and (ii) is reasonably capable
of being completed.
At any time commencing upon the first occurrence of a Purchase Event
and ending upon the termination of the Option, PNU will at the request of the
Company (any such request, a "Cash Exercise Notice"), repurchase from the
Company the Option or a portion thereof (if and to the extent not previously
exercised or terminated) at a price (the "Option Repurchase Price") set forth in
the PNU Option Agreement. At any time following the occurrence of a Purchase
Event, PNU may, at its election, repurchase the Option at the Option Repurchase
Price. In no event will the aggregate Option Repurchase Price be in excess of
$635 million less any termination fee paid by PNU and received by the Company
pursuant to the Merger Agreement (the "Maximum Repurchase Price").
PNU will, if requested by the Company or any subsidiary of the
Company which is the owner of Option Shares (collectively with the Company, the
"Owners") at any time and from time to time within 2 years of the first exercise
of the Option, as expeditiously as possible prepare and file up to 2
registration statements under the Securities Act if such registration is
necessary in order to permit the sale or other disposition of any or all shares
of securities that have been acquired by or are issuable to such Owners upon
exercise of the Option in accordance with the intended method of sale or other
disposition stated by such Owners, including a "shelf"
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registration statement under Rule 415 under the Securities Act, and PNU will use
all reasonable efforts to qualify such shares or other securities under any
applicable state securities laws.
The Company's aggregate profit from the sale of Option Shares, the
repurchase of the Option by PNU and any termination fee paid by PNU and received
by the Company pursuant to a Purchase Event is limited to $635 million.
The Company Option Agreement
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Pursuant to the Company Option Agreement, the Company granted PNU an
option to purchase up to 94,744,810 shares of the Company Common Stock at an
exercise price equal to $41.75 per share. The other provisions of the Company
Option Agreement substantially correspond to the related provisions of the PNU
Option Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Neither the Company nor, to the best knowledge of the Company, any
of the persons listed on Schedule I hereto beneficially owns any Shares other
than as set forth herein or as listed on Schedule I hereto. Prior to the Option
becoming exercisable, the Company expressly disclaims beneficial ownership of
the Shares which are purchasable by the Company upon the Option becoming
exercisable. Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that the Company is the beneficial
owner of the Shares subject to the Option for purposes of Section 13(d) or 16 of
the Securities Exchange Act of 1934, as amended, or for any other purpose and
such beneficial ownership is expressly disclaimed.
(a) Pursuant to the Option, the Company has an option to purchase
up to 77,388,932 Shares at the Purchase Price; provided that
in no event will the number of shares for which the Option is
exercisable exceed 14.9% of the Shares issued and outstanding
at the time of exercise (without giving effect to the Shares
issued or issuable under the Option). The Option becomes
exercisable under certain conditions described in this
Schedule 13D. Based on the number of outstanding shares of PNU
Common Stock on December 16, 1999, as represented by PNU in
the Merger Agreement, the Company would beneficially own up to
13.0% of the Shares following exercise of the Option.
(b) The Company would have sole voting and dispositive power with
respect to any Shares acquired upon exercise of the Option.
(c) Except as described in Item 4 hereof or as listed on Schedule
I hereto, no transactions in the Shares were effected by the
Company, or, to the best knowledge of the Company, any of the
persons listed on Schedule I hereto, during the preceding 60
days.
(d) Until the Option is exercised (if at all), the Company has no
right to receive dividends from, or the proceeds from the sale
of, the Shares
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subject to the Option. If the Option is exercised by the
Company, the Company or its designee, if any, would have the
sole right to receive dividends on the Shares acquired
pursuant thereto.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as set forth in this Schedule 13D, to the best knowledge of
the Company, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or listed
on Schedule I hereto, and between such persons and any person with respect to
any securities of PNU, including but not limited to, transfer or voting of any
of the securities of PNU, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of PNU.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
1. Agreement and Plan of Merger, dated as of December 19, 1999, by
and among Monsanto Company, MP Sub, Incorporated and Pharmacia &
Upjohn, Inc. (incorporated by reference to Exhibit 2.1 to
Monsanto's 8-K filed on December 29, 1999).
2. Stock Option Agreement, dated as of December 19, 1999, by and
between Monsanto Company, as Issuer, and Pharmacia & Upjohn, Inc.,
as Grantee (incorporated by reference to Exhibit 2.2 to Monsanto's
8-K filed on December 29, 1999).
3. Stock Option Agreement, dated as of December 19, 1999, by and
between Pharmacia & Upjohn, Inc., as Issuer, and Monsanto Company,
as Grantee (incorporated by reference to Exhibit 2.3 to Monsanto's
8-K filed on December 29, 1999).
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SIGNATURE
After reasonable 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: December 29, 1999
MONSANTO COMPANY
By: \s\ Sonya M. Davis
-----------------------------------
Name: Sonya M. Davis
Title: Assistant Secretary
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SCHEDULE I
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The name and present principal occupation of each director and
executive officer of Monsanto Company are set forth below. The business address
for each person listed below is c/o Monsanto Company, 800 North Lindbergh
Boulevard, St. Louis, Missouri 63167. All executive officers and directors
listed on this Schedule I are United States citizens, except for Jacobus F.M.
Peters, who is a citizen of the Netherlands.
Name Title
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Robert B. Shapiro Chairman of the Board, Director, Chief
Executive Officer
Richard U. De Schutter Director, Vice Chairman, Chief Administrative
Officer
Michael Kantor Director
Partner, Mayer, Brown & Platt
Gwendolyn S. King Director
Retired (former Senior Vice President,
Corporate and Public Affairs, PECO Energy Company)
Philip Leder, M.D. Director
Chairman, Department of Genetics, Harvard
Medical School and Senior Investigator, Howard
Hughes Medical Institute
Jacobus F. M. Peters Director
Retired (former Chairman of the Executive
Board and Chief Executive Officer of AEGON N.V.)
John S. Reed Director
Chairman and Co-Chief Executive Officer,
Citigroup Inc.
John E. Robson Director
Senior Advisor, Robertson Stephens
William D. Ruckelshaus Director
Former Chairman of the Board, Browning-Ferris
Industries, Inc.
Hendrik A. Verfaillie Director, President, Chief Operating Officer
Gary L. Crittenden Senior Vice President and Chief Financial Officer
R. William Ide III Senior Vice President, General Counsel and
Secretary
Arnold W. Donald Senior Vice President
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Steven L. Engelberg Senior Vice President
David L. Morley Senior Vice President
Philip Needleman, Ph.D. Senior Vice President
Joan H. Walker Senior Vice President
Robert T. Fraley, Ph.D. Co-President, Agricultural Sector
Hugh Grant Co-President, Agricultural Sector
Nick E. Rosa Senior Vice President, Co-President, Nutrition and
Consumer Products Sector
Ganesh M. Kishore, Ph.D. Co-President, Nutrition and Consumer Products
Sector
Alan L. Heller President, Chief Operating Officer, G.D.
Searle & Co.
Richard B. Clark Vice President and Controller
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INDEX OF EXHIBITS
1. Agreement and Plan of Merger, dated as of December 19, 1999, by
and among Monsanto Company, MP Sub, Incorporated and Pharmacia &
Upjohn, Inc. (incorporated by reference to Exhibit 2.1 to
Monsanto's 8-K filed on December 29, 1999).
2. Stock Option Agreement, dated as of December 19, 1999, by and
between Monsanto Company, as Issuer, and Pharmacia & Upjohn, Inc.,
as Grantee (incorporated by reference to Exhibit 2.2 to Monsanto's
8-K filed on December 29, 1999).
3. Stock Option Agreement, dated as of December 19, 1999, by and
between Pharmacia & Upjohn, Inc., as Issuer, and Monsanto Company,
as Grantee (incorporated by reference to Exhibit 2.3 to Monsanto's
8-K filed on December 29, 1999).
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