<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DEKALB GENETICS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- --------------------------------------------------------------------------------
(3) Filing party:
N/A
- --------------------------------------------------------------------------------
(4) Date filed:
N/A
- --------------------------------------------------------------------------------
<PAGE> 2
DEKALB GENETICS CORPORATION
------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MAY 21, 1996
A Special Meeting of Stockholders of DEKALB Genetics Corporation (the
"Company") will be held at the offices of the Company at 3100 Sycamore Road,
DeKalb, Illinois 60115, on Tuesday, May 21, 1996 at 9:00 a.m., Central Time, for
the following purposes:
(1) To consider a proposed amendment to the Company's Restated
Certificate of Incorporation to effect a three-for-one split of the
Company's Class A and Class B Common Stock, to increase proportionately the
number of authorized shares of the Company's Class A and Class B Common
Stock and to authorize the payment by the Company in the future of Common
Stock dividends consisting of distributions of shares of Class A Common
Stock to holders of Class A Common Stock and shares of Class B Common Stock
to holders of Class B Common Stock.
(2) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the approval of the proposed amendment to the Company's Restated
Certificate of Incorporation and certain other information.
Only stockholders holding shares of Class A Common Stock or shares of Class
B Common Stock of record at the close of business on April 26, 1996 are entitled
to receive notice of and to vote at the meeting.
Stockholders, whether or not they expect to be present at the meeting, are
requested to sign and date the enclosed proxy and return it promptly in the
envelope enclosed for that purpose. Any person giving a proxy has the power to
revoke it at any time, and stockholders who are present at the meeting may
withdraw their proxies and vote in person.
By Order of the Board of Directors
John H. Witmer, Jr., Secretary
May 6, 1996
<PAGE> 3
DEKALB GENETICS CORPORATION
3100 SYCAMORE ROAD
DEKALB, ILLINOIS 60115
------------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Special Meeting of Stockholders of DEKALB Genetics
Corporation (the "Company") to be held on May 21, 1996, or at any adjournment or
adjournments thereof (the "Special Meeting"), at the time and place and for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. The principal executive offices of the Company are located at 3100
Sycamore Road, DeKalb, Illinois 60115.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of revocation given to the Secretary of the Company or by filing with him
a later dated proxy. All shares of the Company's Class A Common Stock, without
par value ("Class A Common Stock"), and Class B Common Stock, without par value
("Class B Common Stock" and, together with the Class A Common Stock, "Common
Stock"), represented by properly executed and unrevoked proxies will be voted if
such proxies are received in time for the Special Meeting. Such proxies and this
Proxy Statement are being sent to holders of Common Stock on or about May 6,
1996.
OUTSTANDING SHARES AND VOTING RIGHTS
Holders of shares of Class B Common Stock ordinarily do not have voting
rights. However, because of the nature of the proposed amendment to the
Company's Restated Certificate of Incorporation, the General Corporation Law of
the State of Delaware requires that the proposed amendment be approved by
holders of a majority of the outstanding shares of Class B Common Stock, voting
separately as a class, as well as by holders of a majority of the outstanding
shares of Class A Common Stock, voting separately as a class.
Only holders of shares of Class A Common Stock and Class B Common Stock of
record at the close of business on April 26, 1996 (the "Meeting Record Date")
are entitled to notice of and to vote at the Special Meeting. At the Meeting
Record Date, there were outstanding 804,512 shares of Class A Common Stock and
4,876,446 shares of Class B Common Stock. Each share of Class A Common Stock and
each share of Class B Common Stock is entitled to one vote upon the proposed
amendment to the Company's Restated Certificate of Incorporation.
COST AND METHOD OF PROXY SOLICITATION
The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such material by mail to each beneficial owner of shares of Class A
Common Stock or Class B Common Stock which they hold of record and will, upon
request, reimburse them for their reasonable expenses in so doing.
1
<PAGE> 4
APPROVAL OF PROPOSED AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions approving an amendment (the
"Proposed Amendment") to the Company's Restated Certificate of Incorporation to
(i) effect a three-for-one split of each of the outstanding shares of Class A
Common Stock and each of the outstanding shares of Class B Common Stock (the
"Stock Split"), (ii) proportionately increase the number of authorized shares of
the Class A Common Stock to 15,000,000 and the number of authorized shares of
the Class B Common Stock to 45,000,000 and (iii) authorize the payment by the
Company in the future of Common Stock dividends consisting of distributions of
shares of Class A Common Stock to holders of shares of Class A Common Stock and
shares of Class B Common Stock to holders of shares of Class B Common Stock (the
"Dividend Authorization"), on the terms described below. The Proposed Amendment
is set forth in Exhibit A to this Proxy Statement and the description of the
Proposed Amendment contained herein is qualified in its entirety by reference to
the full text of such Exhibit A.
If the stockholders of the Company approve the Proposed Amendment, the
Company currently intends to file the Certificate of Amendment set forth in
Exhibit A with the Secretary of State of the State of Delaware promptly
following such approval. As a result of the Stock Split, on the record date for
the Stock Split (the "Stock Split Record Date") each outstanding share of Class
A Common Stock would be split into three shares of Class A Common Stock and each
outstanding share of Class B Common Stock would be split into three shares of
Class B Common Stock. Accordingly, holders of record of shares of Class A Common
Stock on the Stock Split Record Date would receive two additional shares of
Class A Common Stock for each share of Class A Common Stock held on such date
and holders of record of shares of Class B Common Stock on the Stock Split
Record Date would receive two additional shares of Class B Common Stock for each
share of Class B Common Stock held on such date. STOCKHOLDERS SHOULD RETAIN
THEIR PRESENT STOCK CERTIFICATES, WHICH WOULD CONTINUE TO REPRESENT THE NUMBER
OF SHARES EVIDENCED THEREBY. STOCKHOLDERS SHOULD NOT RETURN THEIR EXISTING
CERTIFICATES TO THE COMPANY OR ITS TRANSFER AGENT.
PURPOSES AND EFFECT OF THE PROPOSED AMENDMENT
The purpose of the Stock Split is to increase the marketability and
liquidity of the Common Stock through greater availability of shares for
purchase and sale and a wider distribution among a larger number of
stockholders. The Board of Directors and management believes that an increase in
the number of shares outstanding, along with the anticipated lower trading price
per share, would encourage and facilitate trades in the Common Stock which
would, it is believed, establish a more liquid market in the Common Stock and
result in a wider distribution of the Common Stock. Although it is not possible
to predict the precise impact the Stock Split would have on the trading price of
the Company's Common Stock, the Stock Split would reduce the per share trading
price of the Common Stock, but not necessarily in the same proportion as the
increase in the number of outstanding shares.
As of the Meeting Record Date, there were outstanding 804,512 shares of
Class A Common Stock and 4,876,446 shares of Class B Common Stock. Immediately
after the effectiveness of the Stock Split, the Company would have outstanding
2,413,536 shares of Class A Common Stock and 14,629,338 shares of Class B Common
Stock. All existing rights of stockholders and the relative ownership position
of each stockholder would remain unchanged by the Stock Split. The Class B
Common Stock is authorized for quotation on The Nasdaq National Market
("Nasdaq"). The new shares of Class B Common Stock to be issued as a result of
the Stock Split would be included in the Company's listing on Nasdaq.
The Board of Directors has announced that following the Stock Split the
quarterly cash dividend rate will be adjusted to be seven cents per share, which
would represent a five percent increase over the current dividend rate of twenty
cents per share prior to the Stock Split. In connection with the Stock Split,
the number of shares subject to outstanding stock options and the number of
shares reserved for issuance under the Company's option plans and the Company's
savings and investment plan would be proportionately increased to reflect the
Stock Split and the exercise price of outstanding stock options would be
proportionately reduced.
2
<PAGE> 5
The Proposed Amendment would increase proportionately the number of
authorized shares of Class A Common Stock from 5,000,000 to 15,000,000 and the
number of authorized shares of Class B Common Stock from 15,000,000 to
45,000,000. The purpose for such increases is to increase the authorized Common
Stock to correspond to the increase in the outstanding shares pursuant to the
Stock Split. The Common Stock has no par value, and the par value of the Common
Stock would remain unchanged by the Stock Split. In addition, the Proposed
Amendment would not affect the provisions in the Company's Restated Certificate
of Incorporation which authorize the issuance of up to 500,000 shares of
preferred stock.
The purpose of the Dividend Authorization is to permit the Board of
Directors of the Company to declare and pay in the future a dividend or
distribution of Common Stock which consists of (a) a dividend or distribution of
shares of Class A Common Stock to holders of shares of Class A Common Stock and
(b) a dividend or distribution of shares of Class B Common Stock to holders of
shares of Class B Common Stock, so long as (i) the number of shares of Class A
Common Stock so declared and paid per share to holders of Class A Common Stock
is equal to the number of shares of Class B Common Stock so declared and paid
per share to holders of Class B Common Stock and (ii) any payment per share to
holders of Class A Common Stock in lieu of fractional shares of Class A Common
Stock in connection with such dividend or other distribution is equal to any
payment per share to holders of Class B Common Stock in lieu of fractional
shares of Class B Common Stock in connection with such dividend or other
distribution.
Although the Board has no current intention to effect such a dividend or
other distribution (other than the Stock Split), the Dividend Authorization
would permit the Board of Directors of the Company to effect in the future a
stock split of each of the Class A Common Stock and the Class B Common Stock
(similar to the Stock Split to be effected pursuant to the Proposed Amendment)
by means of a stock dividend of shares of Class A Common Stock to holders of
Class A Common Stock and a stock dividend of shares of Class B Common Stock to
holders of Class B Common Stock. Assuming a sufficient number of authorized but
unissued shares, such stock dividends would not require approval by the
stockholders of the Company.
Currently, the Restated Certificate of Incorporation of the Company would
not permit such a stock dividend because it provides that, with certain limited
exceptions, there shall be no difference between the rights of the Class A
Common Stock and the Class B Common Stock. Accordingly, currently the Restated
Certificate of Incorporation would require that a dividend of shares of Class A
Common Stock would have to be paid to holders of Class B Common Stock, as well
as to holders of Class A Common Stock, and that a dividend of shares of Class B
Common Stock would have to be paid to holders of Class A Common Stock, as well
as to holders of Class B Common Stock.
REQUIRED VOTE; RECOMMENDATION OF BOARD OF DIRECTORS
The Proposed Amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Class A Common Stock entitled to vote at
the meeting, voting separately as a class, and the affirmative vote of the
holders of a majority of the outstanding shares of Class B Common Stock entitled
to vote at the meeting, voting separately as a class. See "Outstanding Shares
and Voting Rights." Abstentions and broker non-votes will have the same effect
as a vote against the Proposed Amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSED AMENDMENT.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of April 26, 1996 the beneficial
ownership of the Class A and Class B Common Stock of the Company (including
shares as to which a right to acquire ownership exists (e.g., through the
exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934) of each director, the chief executive officer
and the four most highly compensated executive officers (other than the chief
executive officer) at the end of fiscal year 1995 and all directors and
executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
OWNED BENEFICIALLY AND PERCENTAGES
OF CLASS OUTSTANDING ON APRIL 26,
1996(1)(2)
------------------------------------------
CLASS A % CLASS B %
------- ------ ------- ----
<S> <C> <C> <C> <C>
Charles J. Arntzen(3)................................. 4,362 .539 -- --
Allan Aves(4)......................................... 12,634 1.546 -- --
Bruce P. Bickner(5)................................... 53,548 6.257 -- --
Richard T. Crowder(6)................................. 1,667 .207 -- --
Robert T. Fraley...................................... -- -- -- --
Tod R. Hamachek(7).................................... 9,640 1.184 -- --
Paul H. Hatfield(8)................................... 8,678 1.067 -- --
Virginia Roberts Holt(9)(10).......................... 141,270 17.560 7,948 .163
Thomas R. Rauman(11).................................. 3,634 .450 182 .004
Douglas C. Roberts(10)(12)............................ 141,754 17.568 11,371 .233
John T. Roberts(10)(13)............................... 146,450 18.084 6,817 .140
Richard O. Ryan(14)................................... 24,491 2.960 4,150 .085
H. Blair White(15).................................... 19,051 2.329 -- --
John H. Witmer, Jr.(16)............................... 19,600 2.380 -- --
All of the above and all other executive officers as a
group (18 persons)(17).............................. 595,156 61.510 30,518 .626
</TABLE>
- ---------------
(1) Unless otherwise noted, the named individual has sole voting and investment
power with respect to the shares of Class A Common Stock and sole voting
and investment power with respect to the shares of Class B Common Stock
listed.
(2) The Securities and Exchange Commission defines the beneficial owner of a
security as including any person who has sole or shared voting or
investment power with respect to such security.
(3) Includes 4,362 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(4) Includes 12,484 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(5) Includes 51,250 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(6) Includes 1,667 shares of Class A Common Stock subject to an option which
may be acquired on or prior to June 25, 1996.
(7) Includes 9,640 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(8) Includes 8,678 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(9) Includes 17,598 shares of Class A Common Stock and 6,168 shares of Class B
Common Stock held in trusts for the benefit of the children of Virginia
Roberts Holt of which she or her spouse is the trustee. Includes 1,130
shares of Class B Common Stock held by her spouse.
(10) Douglas C. Roberts, John T. Roberts and Virginia Roberts Holt are brothers
and sister.
4
<PAGE> 7
(11) Includes 3,634 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(12) Includes 22,618 shares of Class A Common Stock and 2,520 shares of Class B
Common Stock held in trusts for the benefit of the children of Douglas C.
Roberts of which he or his spouse is the trustee. Includes 430 shares of
Class B Common Stock held by his spouse. Includes 2,367 shares of Class A
Common Stock subject to options which may be acquired on or prior to June
25, 1996.
(13) Includes 18,699 shares of Class A Common Stock and 4,557 shares of Class B
Common Stock held in trusts for the benefit of the children of John T.
Roberts of which he or his spouse is the trustee. Includes 1,130 shares of
Class B Common Stock held by his spouse. Includes 5,337 shares of Class A
Common Stock subject to options which may be acquired on or prior to June
25, 1996.
(14) Includes 23,000 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(15) Includes 600 shares of Class A Common Stock as to which investment power is
shared. Includes 13,411 shares of Class A Common Stock subject to options
which may be acquired on or prior to June 25, 1996.
(16) Includes 19,100 shares of Class A Common Stock subject to options which may
be acquired on or prior to June 25, 1996.
(17) Includes 163,057 shares of Class A Common Stock subject to options which
may be acquired on or before June 25, 1996.
5
<PAGE> 8
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 26, 1996 the beneficial
ownership of the Class A Common Stock of each person known by the Company to own
beneficially more than five percent of such class of securities and the
percentage of all shares of Class A Common Stock that such number of shares
represents:
<TABLE>
<CAPTION>
PERCENTAGE
OF
OUTSTANDING
SHARES OF
SHARES OWNED CLASS A
NAME AND ADDRESS BENEFICIALLY(1) COMMON STOCK
- ----------------------------------------------- --------------- ------------
<S> <C> <C>
John T. Roberts(2)(3).......................... 146,450 18.084%
7602 E. 88th Place
Indianapolis, Indiana 46256
Douglas C. Roberts(2)(4)....................... 141,754 17.568%
1449 Janet Street
Sycamore, Illinois 60178
Virginia Roberts Holt(2)(5).................... 141,270 17.560%
2329 Clover Lane
Northfield, Illinois 60093
Monsanto Company............................... 84,717 10.530%
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Bruce P. Bickner(6)............................ 53,548 6.257%
11702 Deerpath Road
Sycamore, Illinois 60178
</TABLE>
- ---------------
(1) The Securities and Exchange Commission defines the beneficial owner of a
security as including any person who has sole or shared voting or investment
power with respect to such security.
(2) Douglas C. Roberts, Virginia Roberts Holt and John T. Roberts are brothers
and sister.
(3) See Note 13 on page 5.
(4) See Note 12 on page 5.
(5) See Note 9 on page 4.
(6) See Note 5 on page 4.
6
<PAGE> 9
The following table sets forth as of April 26, 1996 the beneficial
ownership of the Class B Common Stock of each person known by the Company to own
beneficially more than five percent of such class of securities and the
percentage of all shares of Class B Common Stock that such number of shares
represents:
<TABLE>
<CAPTION>
PERCENTAGE
OF
OUTSTANDING
SHARES OF
SHARES OWNED CLASS B
NAME AND ADDRESS BENEFICIALLY COMMON STOCK
- ----------------------------------------------- --------------- ------------
<S> <C> <C>
Monsanto Company............................... 2,101,738.. 43.100%
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Fidelity Management
& Research Co................................ 541,800.... 11.111%
82 Devonshire
Boston, Massachusetts 02109-3614
Wellington Management
Company...................................... 529,550.... 10.859%
75 State Street
Boston, Massachusetts 02109-1809
Morgan Guaranty Trust
Company of NY................................ 448,650.... 9.200%
522 Fifth Avenue
New York, New York 10036
</TABLE>
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE JANUARY 1997 ANNUAL MEETING
Stockholder proposals to be included in the proxy soliciting materials for
the Annual Meeting of Stockholders of the Company following the completion of
fiscal year 1996 must be received by the Company no later than August 8, 1996.
In addition, the Company's By-Laws require that there be furnished to the
Company written notice with respect to the nomination of a person for election
as a director or the submission of a proposal (other than nominations and
proposals submitted at the direction of the Board of Directors) at a meeting of
stockholders. In order for any such nomination or submission to be proper, the
notice must contain certain information concerning the nominating or proposing
stockholder and the nominee or the proposal, as the case may be, and must be
furnished to the Company generally not less than 30 days prior to the meeting. A
copy of the applicable By-Law provision may be obtained, without charge, upon
written request to the Secretary of the Company at its principal executive
offices.
7
<PAGE> 10
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
Management does not now intend to bring before the Special Meeting any
matters other than those disclosed in the Notice of Special Meeting of
Stockholders, and it does not know of any business which persons, other than
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
By Order of the Board of Directors
John H. Witmer, Jr., Secretary
DeKalb, Illinois
May 6, 1996
8
<PAGE> 11
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
DEKALB GENETICS CORPORATION
DEKALB Genetics Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to the provisions of
the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY
CERTIFY as follows:
FIRST: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the first sentence of Article FOURTH of the Restated
Certificate of Incorporation in its present form and substituting in lieu
thereof the following:
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is sixty million five hundred thousand
(60,500,000), of which five hundred thousand (500,000) shares of the par
value of One Dollar ($1.00) each shall be Preferred Stock and sixty million
(60,000,000) shares, without par value, shall be Common Stock divided into
two classes, consisting of fifteen million (15,000,000) shares of Class A
Common Stock, without par value, and forty five million (45,000,000) shares
of Class B Common Stock, without par value.
SECOND: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting Section 1 of Division II of Article FOURTH of the
Restated Certificate of Incorporation in its present form and substituting in
lieu thereof the following:
1. Except as herein provided with respect to voting rights and with
respect to the right to exchange shares of Class A Common Stock for Class B
common Stock, and except as provided in Section 6 or Section 7 of this
Division II, there shall be no difference or distinction between the rights
of the Class A Common Stock and the Class B Common Stock, and reference
herein or in the Delaware General Corporation Law to Common Stock shall
mean and apply to the Class A Common Stock and Class B Common Stock alike
without preference or distinction.
THIRD: The Restated Certificate of Incorporation of the Corporation is
hereby amended by adding a new Section 7 to Division II of Article FOURTH of the
Restated Certificate of Incorporation, such new Section 7 to read in its
entirety as follows:
7. Anything in this Division II to the contrary notwithstanding, the
Board of Directors of the Corporation may declare and pay a dividend or
other distribution of Common Stock of the Corporation which consists of (a)
a dividend or other distribution of shares of Class A Common Stock to
holders of shares of Class A Common Stock and (b) a dividend or other
distribution of shares of Class B Common Stock to holders of shares of
Class B Common Stock, so long as (i) the number of shares of Class A Common
Stock so declared and paid per share to holders of shares of Class A Common
Stock is equal to the number of shares of Class B Common Stock so declared
and paid per share to holders of shares of Class B Common Stock and (ii)
any payment per share to holders of Class A Common Stock in lieu of
fractional shares of Class A Common Stock in connection with such dividend
or other distribution is equal to any payment per share to holders of Class
B Common Stock in lieu of fractional shares of Class B Common Stock in
connection with such dividend or other distribution.
FOURTH: At the time this Certificate of Amendment becomes effective (i)
each share of Class A Common Stock, without par value, of the Corporation that
is issued and outstanding shall be automatically changed and converted into
three shares of Class A Common Stock, without par value, of the Corporation,
(ii) each share of Class B Common Stock, without par value, of the Corporation
that is issued and outstanding shall be automatically changed and converted into
three shares of Class B Common Stock, without par value, of the Corporation,
(iii) each certificate representing shares of Class A Common Stock or
A-1
<PAGE> 12
Class B Common Stock prior to such effectiveness shall continue, without the
necessity of presenting the same for exchange, to represent after such
effectiveness the same number of shares of Class A Common Stock or shares of
Class B Common Stock, as the case may be, that such certificate represented
prior to such effectiveness and (iii) each holder of record of shares of Class A
Common Stock at the time of such effectiveness shall be entitled, without
surrendering the certificates representing such shares, to receive a certificate
or certificates representing two additional shares of Class A Common Stock and
each holder of record of shares of Class B Common Stock at the time of such
effectiveness shall be entitled, without surrendering the certificates
representing such shares, to receive a certificate or certificates representing
two additional shares of Class B Common Stock.
FIFTH: The amendment to the Restated Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment was duly adopted by the
Board of Directors and the stockholders of the Corporation pursuant to the
requirements of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chairman and Chief Executive Officer and attested
by its Senior Vice President, General Counsel and Secretary this day of May,
1996.
DEKALB GENETICS CORPORATION
By:
Bruce P. Bickner
Chairman and Chief Executive Officer
ATTEST:
- ---------------------------------------------------
John H. Witmer, Jr.
Senior Vice President,
General Counsel and Secretary
A-2
<PAGE> 13
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INSTRUCTIONS TO HARRIS TRUST AND SAVINGS BANK
FOR VOTING OF PARTICIPANT'S INTEREST IN THE
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
The undersigned, as a participant in the Company Common Stock Fund
of the DEKALB Genetics Corporation Savings and Investment Plan,
acknowledges receipt of the Notice of Special Meeting of Stockholders
and Proxy Statement dated May 6, 1996 (the "Proxy Statement").
Furthermore, the undersigned hereby instructs the Harris Trust and
Savings Bank, as Trustee, (a) to appoint Bruce P. Bickner and H. Blair
White, each with full power of substitution, and acting alone, as
proxies of the undersigned; (b) to authorize such proxies to attend
the Special Meeting of Stockholders of DEKALB Genetics Corporation, a
Delaware corporation (the "Company"), to be held at the offices of the
Company at 3100 Sycamore Road, DeKalb, Illinois 60115 on May 21, 1996
at 9:00 a.m., Central Time, or any adjournment or adjournments of such
meeting, and (c) to instruct such proxies to represent and vote all
shares of Class A Common Stock of the Company which the undersigned is
entitled to vote:
(1) Approval of the amendment to the Restated Certificate of Incorporation
of the Company set forth in the Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
(2) In their discretion, upon any other business that may properly come
before the meeting or any adjournment or adjournments thereof.
(Continued on reverse side)
(Continued from other side)
These instructions are revocable. The undersigned hereby revokes
any instructions to vote or act with respect to such interest in the
Plan heretofore given by the undersigned.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. IF THIS CARD IS NOT COMPLETED AND RETURNED TO THE
TRUSTEE ON OR BEFORE MAY 17, 1996, THE SHARES REPRESENTING YOUR
INTEREST IN THE PLAN WILL NOT BE VOTED.
Date: , 1996
------------------------------
Signature(s):
<PAGE> 14
DEKALB GENETICS CORPORATION
PROXY - SPECIAL MEETING OF STOCKHOLDERS
CLASS A COMMON STOCK
MAY 21, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Special Meeting
of Stockholders and Proxy Statement dated May 21, 1996. Bruce P. Bickner and
H. Blair White, each with full power of substitution, and acting alone, are
hereby constituted proxies of the undersigned and authorized to attend the
Special Meeting of Stockholders of DEKALB Genetics Corporation, a Delaware
corporation (the "Company"), to be held at the offices of the Company at 3100
Sycamore Road, DeKalb, Illinois 60115, on May 21, 1996 at 9:00 A.M., Central
Time, or any adjournment or adjournments of such meeting, and to represent and
vote all shares of Class A Common Stock of the Company which the undersigned is
entitled to vote:
(1) Approval of the amendment to the Restated Certificate of
Incorporation of the Company set forth in the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) In their discretion, upon any other business that may properly come
before the meeting or adjournments thereof.
This proxy is revocable. The undersigned hereby revokes any proxy or
proxies to vote or act with respect to such shares heretofore given by the
undersigned.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED
HEREIN AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR PROPOSAL
(1).
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S) __________________________________________________ DATE __________
NOTE: Please sign exactly as your stock is registered. Joint owners should
each sign personally. Executors, administrators, trustees, etc. should so
indicate when signing.
<PAGE> 15
DEKALB GENETICS CORPORATION
PROXY - SPECIAL MEETING OF STOCKHOLDERS
CLASS B COMMON STOCK
MAY 21, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Special Meeting
of Stockholders and Proxy Statement dated May 21, 1996. Bruce P. Bickner and
H. Blair White, each with full power of substitution, and acting alone, are
hereby constituted proxies of the undersigned and authorized to attend the
Special Meeting of Stockholders of DEKALB Genetics Corporation, a Delaware
corporation (the "Company"), to be held at the offices of the Company at 3100
Sycamore Road, DeKalb, Illinois 60115, on May 21, 1996 at 9:00 A.M., Central
Time, or any adjournment or adjournments of such meeting, and to represent and
vote all shares of Class B Common Stock of the Company which the undersigned is
entitled to vote:
(1) Approval of the amendment to the Restated Certificate of
Incorporation of the Company set forth in the Proxy Statement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) In their discretion, upon any other business that may properly come
before the meeting or adjournments thereof.
This proxy is revocable. The undersigned hereby revokes any proxy or
proxies to vote or act with respect to such shares heretofore given by the
undersigned.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED
HEREIN AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR PROPOSAL
(1).
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S) __________________________________________________ DATE __________
NOTE: Please sign exactly as your stock is registered. Joint owners should
each sign personally. Executors, administrators, trustees, etc. should so
indicate when signing.
