<PAGE>
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. )
--
Filed by the Registrant X
-
Filed by a Party other than the Registrant "
Check the appropriate box:
X Preliminary Proxy Statement
-
" Definitive Proxy Statement
" Definitive Additional Materials
" Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
" Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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):
X $125 per Exchange Act Rules 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
<PAGE>
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
" 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>
DEKALB GENETICS CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MAY , 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 , May , 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 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 , 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
, 1996
- ---------------
<PAGE>
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 , 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 , 1996.
----------
<PAGE>
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 , 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 shares of Class A
----------
Common Stock and 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 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.
<PAGE>
APPROVAL OF PROPOSED AMENDMENT TO THE
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 Restated 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.
<PAGE>
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 shares
-------
of Class A Common Stock and shares of Class B Common Stock.
---------
Immediately after the effectiveness of the Stock Split, the Company would have
outstanding shares of Class A Common Stock and 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.
<PAGE>
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.
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 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.
<PAGE>
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.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of , 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:
<PAGE>
Number of Shares of Common
Stock Owned Beneficially
and Percentages of Class
Outstanding on , 1996(1)(2)
--------------------------------
Class A % Class B %
------- - ------- -
Charles J. Arntzen(3).............. 4,362 -
Allan Aves(4).......................12,634 -
Bruce P. Bickner(5).................53,548 -
Richard T. Crowder(6)............... 1,667 -
Robert T. Fraley....................
Tod R. Hamachek(7)................. 9,640 -
Paul H. Hatfield(8)................. 8,678 -
Virginia Roberts Holt(9)(10).......141,270 7,948
Thomas R. Rauman(11)................ 4,634 100
Douglas C. Roberts(10)(12).........141,754 11,371
John T. Roberts(10)(13)............146,450 6,817
Richard O. Ryan(14)................ 24,464 4,150
H. Blair White(15)..................19,051 -
John H. Witmer, Jr.(16).............19,600 -
All of the above and all other
executive officers as a group
(18 persons)(17).................600,572 30,436
(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.
<PAGE>
(3) Includes 4,362 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 1996.
--
(4) Includes 12,484 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 1996.
--
(5) Includes 51,250 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 1996.
--
(6) Includes 1,667 shares of Class A Common Stock subject to an option which
may be acquired on or prior to June , 1996.
--
(7) Includes 9,640 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 1996.
--
(8) Includes 8,678 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 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.
(11) Includes 4,634 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 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 450 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
, 1996.
--
<PAGE>
(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 1,133 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
, 1996.
--
(14) Includes 23,000 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 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 , 1996.
--
(16) Includes 19,100 shares of Class A Common Stock subject to options which may
be acquired on or prior to June , 1996.
--
(17) Includes 171,041 shares of Class A Common Stock subject to options which
may be acquired on or before June , 1996.
--
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of , 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:
Percentage of
Outstanding
Shares of
Shares Owned Class A
Name and Address Beneficially(1) Common Stock
- ---------------- --------------- ------------
John T. Roberts(2)(3).......... 146,450 -- %
7602 E. 88th Place
Indianapolis, Indiana 46256
Douglas C. Roberts(2)(4)....... 141,754 -- %
1449 Janet Street
Sycamore, Illinois 60178
Virginia Roberts Holt(2)(5).... 141,270 -- %
2329 Clover Lane
Northfield, Illinois 60093
Monsanto Company............... 84,717 -- %
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Bruce P. Bickner(6)............ 53,548 -- %
11702 Deerpath Road
Sycamore, Illinois 60178
(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 on page .
-- --
(4) See Note on page .
-- --
(5) See Note on page .
-- --
(6) See Note on page .
-- --
<PAGE>
The following table sets forth as of , 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:
Percentage of
Outstanding
Shares of
Shares Owned Class B
Name and Address Beneficially Common Stock
- ---------------- ------------ ------------
Monsanto Company............... 2,101,738
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
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.
<PAGE>
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
, 1996
- ---------------
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
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 Certificate of Incorporation of the Corporation is hereby
amended by deleting the first sentence of Article FOURTH of the 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 Certificate of Incorporation of the Corporation is hereby
amended by deleting Section 1 of Division II of Article FOURTH of the
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.
<PAGE>
THIRD: The Certificate of Incorporation of the Corporation is hereby
amended by adding a new Section 7 to Division II of Article FOURTH of the
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 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.
<PAGE>
FIFTH: The amendment to the 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
0155598.01 April 22, 1996 (4:11pm)
