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As filed with the Securities and Exchange Commission on July 13, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 12, 2000
PHARMACIA CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-2516 43-0420020
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(Commission File Number) (IRS Employer Identification No.)
100 Route 206 North, Peapack, New Jersey 07977
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(Address of Principal Executive Offices) (Zip Code)
(908) 901-8000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As previously reported, on May 18, 2000, Pharmacia Corporation (formerly
Monsanto Company) (the "Registrant") engaged PricewaterhouseCoopers LLP as its
principal independent accountant to report on its consolidated financial
statements for the three years ended December 31, 1999, which were restated to
give retroactive effect to the merger of a subsidiary of Monsanto Company and
Pharmacia & Upjohn, Inc. as a pooling of interests. PricewaterhouseCoopers LLP
replaced Deloitte & Touche LLP as the Registrant's principal independent
accountant for that purpose. Upon consummation of the merger, Monsanto Company
changed its name to Pharmacia Corporation.
Subsequently, effective July 12, 2000, Deloitte & Touche LLP has been
dismissed as the Registrant's principal independent accountant and
PricewaterhouseCoopers LLP has been engaged as the Registrant's principal
independent accountant. The decision to engage PricewaterhouseCoopers LLP was
approved by the Audit and Finance Committee of the Registrant's Board of
Directors.
The reports of Deloitte & Touche LLP on the financial statements of the
pre-merger Monsanto Company for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
In connection with such audits for the two most recent fiscal years and through
June 30, 2000, there have been no disagreements with Deloitte & Touche LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Deloitte & Touche LLP would have caused them to make
reference thereto in their report on the financial statements of the
pre-merger Monsanto Company for such years.
The Registrant has requested that Deloitte & Touche LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated July 12, 2000, is filed as Exhibit 16 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
16 Letter of Deloitte & Touche, dated July 12, 2000.
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SIGNATURES
Pursuant to the requirements 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.
PHARMACIA CORPORATION
Dated: July 13, 2000 By: /s/ Don W. Schmitz
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Name: Don W. Schmitz
Title: Vice President, Associate General
Counsel and Corporate Secretary
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
16 Letter of Deloitte & Touche, dated July 12, 2000.
