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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-9/A No. 3
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DEKALB Genetics Corporation
(Name of Subject Company)
DEKALB Genetics Corporation
(Name of Person(s) Filing Statement)
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Class A Common Stock, Without Par Value
(Title of Class of Securities)
244878 10 4
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(CUSIP Number of Class of Securities)
Class B Common Stock, Without Par Value
(Title of Class of Securities)
244878 20 3
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(CUSIP Number of Class of Securities)
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John H. Witmer, Jr., Esq.
Senior Vice President and General Counsel
3100 Sycamore Road
DeKalb, Illinois 60015
(815) 758-3461
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
James G. Archer
Sidley & Austin
875 Third Avenue
New York, NY 10022
(212) 906-2000
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This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, filed with
the Securities and Exchange Commission on May 15, 1998 (the "Schedule 14D-9")
by DEKALB Genetics Corporation, a Delaware corporation (the "Company") relating
to a tender offer by Corn Acquisition Corporation (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Monsanto Company, a Delaware
corporation ("Parent") to purchase all outstanding shares of (i) Class A Common
Stock, without par value (the "Class A Shares") and (ii) Class B Common Stock,
without par value (the "Class B Shares" and, collectively with the Class A
Shares, the "Shares"), of the Company, at a purchase price of $100.00 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 15, 1998
and in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"), copies of which
are filed as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer
Statement on Schedule 14D-1 filed by the Purchaser. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND
1. The eleventh paragraph of Item 3(b)(2) "Certain Background Information" is
amended and restated in its entirety as follows:
"On March 25, 1998, Merrill Lynch wrote all such potential bidders
who had executed a confidentiality agreement advising that preliminary
written indications of interest should be submitted on April 2, 1998, at
which time the Company would select the parties with whom it would continue
discussions regarding a possible business combination. Potential bidders
were given a description of various subjects to be covered in the
preliminary proposals to be received, including the amount and form of
consideration to be paid, anticipated sources and availability of funding,
further due diligence, necessary corporate, regulatory and other approvals
and any other matters deemed relevant by the bidder. Preliminary proposals
were received on April 2, 1998 from certain of the potential bidders,
including Parent. Other potential bidders declined in writing to bid. On
April 6, 1998, the Board (without the participation of Mr. Ziegler or Dr.
Fraley) met by conference telephone together with members of management and
representatives of Merrill Lynch, Sidley & Austin and Morris, Nichols.
Merrill Lynch reviewed with the Board contacts with interested parties and
the indications of interest received. Mr. Bickner presented management's
recommendation, which was supported by Merrill Lynch, that those companies,
including Parent (the "Selected Companies") which had indicated a proposed
purchase price of not less than current market prices, be allowed to
proceed with the process. Mr. Bickner further reviewed the anticipated
next steps and timing. After discussion, the Board approved management's
recommendation."
2. The text appearing in Item 3(b)(2) "Certain Background Information" under
the caption "Merger Agreement - Certain Conditions of the Offer" is amending by
adding the following text after the final paragraph thereof:
"Notwithstanding anything to the contrary set forth in the Offer to
Purchase, in response to any condition to the Offer not being satisfied,
the Purchaser may not upon expiration of the Offer (and without extending
the period of time for which the Offer is open) delay acceptance for
payment or payment for Shares until such time as such condition is
satisfied or waived; provided that, subject to the applicable regulations
of the SEC, the Purchaser reserves the right, in its sole discretion (but
subject to the terms of the Merger Agreement), at any time and from time to
time, to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, pay for, any Shares in order
to comply with any applicable law."
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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.
DEKALB GENETICS CORPORATION
By: BRUCE P. BICKNER
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Bruce P. Bickner
Chairman of the Board and
Chief Executive Officer
Dated: August 5, 1998
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