MONSANTO CO
8-K, 1999-05-04
CHEMICALS & ALLIED PRODUCTS
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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
                         SECURTIES EXCHANGE ACT OF 1934

   Date of Report (Date of earliest event reported): May 4, 1999 (May 3, 1999)

                                MONSANTO COMPANY
    ----------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

            Delaware                   1-2516                  43-0420020
    ----------------------------------------------------------------------------
    (State or Other Jurisdiction (Commission File Number)  (IRS Employer
          of Incorporation)                                  Identification No.)

                          800 North Lindbergh Boulevard
                            St. Louis, Missouri 63167
     ---------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (314) 694-1000



<PAGE>


ITEM 5. OTHER EVENTS

On May 3,  1999,  Monsanto  Company  (the  "Company")  issued  a  press  release
announcing  certain  performance  targets  discussed in a meeting with financial
analysts and  investors.  A copy of the press  release  issued by the Company is
filed as an exhibit hereto and is incorporated by reference herein.

Additional  information  discussed  at the  meeting  will  be  available  on the
Company's web site at http://www.monsanto.com.

EBIT (earnings  before interest  expense and income taxes) and EBITDA  (earnings
before  interest  expense,  income taxes,  depreciation  and  amortization,  and
excluding  unusual  charges) are used as financial  performance  measures in the
attached  press  release and in the  materials on the  Company's  web site.  For
Monsanto's business segments, EBIT also excludes the effects of unusual charges.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)      Exhibits.  The following exhibit is filed as part of this report:

         99.1        Press release dated May 3, 1999, issued by Monsanto Company





<PAGE>
                                    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:  May 4, 1999

                                MONSANTO COMPANY



                                By: /s/ Gary L. Crittenden
                                    -----------------------------------
                                Name:  Gary L. Crittenden
                                       Senior Vice President, Chief
                                       Financial Officer
                                       (Principal Financial Officer)



<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number            Description

99.1              Press release, dated May 3, 1999, issued by Monsanto Company




                                                                   Exhibit 99.1
Immediately

Scarlett Lee Foster  (314-694-2883)
Lori J. Fisher  (314-694-8535)


MONSANTO CHAIRMAN CONFIRMS 1999-2002 PERFORMANCE TARGETS


       NEW  YORK,  May 3,  1999  - In a  meeting  with  financial  analysts  and
investors here today,  Monsanto  Company  Chairman and Chief  Executive  Officer
Robert B. Shapiro said the company expects to achieve  performance  targets from
1999 through 2002 that include  delivering  growth in earnings before  interest,
taxes,  depreciation  and  amortization  (EBITDA) at an 18 percent to 25 percent
compound  annual  growth rate (CAGR) and growth in earnings per share (EPS) at a
25 percent to 30 percent  CAGR.  Plans also are in place to lower the total debt
to total capitalization ratio to the mid-30s range by the end of 2002.

       Shapiro also noted he expects  second-quarter  earnings to exceed earlier
projections  and full-year  1999 earnings to be closer to those reported in 1998
than originally anticipated.  He attributed outstanding early sales results from
the  launch  of  Celebrex  arthritis  treatment,  now the  most  successful  new
pharmaceutical  product  ever  launched  in the United  States,  to the  revised
projections. Celebrex also has been approved in eight markets outside the United
States.   Additionally,   Shapiro   credited   continued  growth  in  Monsanto's
agricultural  business - both  Roundup  herbicide  and crops  developed  through
biotechnology - to the company's strong start this year.

                                    - more -

<PAGE>
                                      - 2 -

       "We're  dedicated  to  creating  growth  from our  strengths  in the life
sciences  while   focusing  on  key   operational   measures,"   Shapiro  added.
Specifically,  he said,  Monsanto plans to deliver on short- and long-term goals
by rapidly  commercializing  new products;  aggressively  integrating its recent
seed company  acquisitions;  eliminating  expenses that are not essential to the
core strategy; and improving the management of working capital.

         Monsanto previously had announced its plan to divest certain businesses
that are no longer critical to its life sciences strategy.  Since November 1998,
the company has indicated it intends to sell  Stoneville  Pedigreed Seed Co. and
its  algins  business;  has  signed  a  definitive  agreement  to  sell  its NSC
Technologies   business;   and  has   completed   divestitures   of  the   Ortho
lawn-and-garden  business  and  the  Wellbridge  health  and  fitness  business.
Monsanto Chief Financial Officer Gary L. Crittenden said that the company now is
projecting  gross  proceeds  from the sale of  non-strategic  assets in the $1.5
billion to $2 billion  range,  including  those assets sales that were  recently
completed  or  announced.  This  projection  is up from  the  company's  earlier
estimate of asset sales of roughly $1 billion.

         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 31,800
employees   worldwide  make  and  market   high-value   agricultural   products,
pharmaceuticals and food ingredients.

                                      -oOo-


Notes to  editors:  Celebrex  and Roundup  are  trademarks  owned or licensed by
Monsanto Company and its subsidiaries.

Certain  statements  made in the news release,  including  those relating to the
company's   future   performance,   and  business  and  financial   plans,   are
forward-looking  statements.  These  forward-looking  statements  are  based  on
current  expectations,  currently available information and assumptions that the
company  believes  to  be  reasonable.   However,   forward-looking   statements
necessarily  involve  risks and  uncertainties  and  actual  results  may differ
materially  from those  suggested.  Factors that could cause  actual  results to
differ  materially  from those  anticipated  include  but are not limited to the
economic,  competitive,  governmental,  technological,  business,  financial and
other  factors  identified  in Monsanto's  10-K filing with the  Securities  and
Exchange Commission.




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