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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-9/A
(AMENDMENT No. 5)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEKALB Genetics Corporation
(Name of Subject Company)
DEKALB Genetics Corporation
(Name of Person(s) Filing Statement)
Class A Common Stock, Without Par Value
(Title of Class of Securities)
244878 10 4
(CUSIP Number of Class of Securities)
Class B Common Stock, Without Par Value
(Title of Class of Securities)
244878 20 3
(CUSIP Number of Class of Securities)
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, Esq.
Sidley & Austin
875 Third Avenue
New York, NY 10022
(212) 906-2000
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This Amendment No. 5 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, constitutes 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 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
inserting the following paragraphs at the end of such Item:
On September 14, 1998, the Company and Parent announced that they had
reached an agreement with the staff of the Antitrust Division (the "Division")
of the Department of Justice concerning a timetable for concluding the
Division's review of the Offer under the HSR Act. Pursuant to the terms of this
agreement, Parent will not consummate the Offer prior to the earlier of
November 16, 1998 and the date that the Division notifies Parent that it is
closing its review of the Offer.
As a result of reaching this agreement with the Division, Parent and
the Purchaser have also extended the expiration date of the Offer until 5:00 pm
eastern standard time on Monday, November 30, 1998. Although Parent and the
Purchaser believe that this schedule provides for adequate time to resolve with
the Division any issues that remain outstanding in connection with the
Division's review of the Offer, there can be no guarantee that the Offer will be
consummated on November 30, 1998.
The press release issued by the Company on September 14, 1998 is filed
herewith as Exhibit 30 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit 30 Company Press Release dated September 14, 1998.
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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
--------------------------------------
Bruce P. Bickner
Chairman of the Board and
Chief Executive Officer
Dated: September 17, 1998
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NEWS RELEASE
David R. Wagley
Vice President and Treasurer
(815) 758-9383
[email protected]
Lori J. Fisher
Monsanto Company
(314) 694-8535
[email protected]
FOR IMMEDIATE RELEASE
MONDAY, SEPTEMBER 14, 1998
DEKALB, MONSANTO AND THE DEPARTMENT OF JUSTICE STAFF AGREE ON TIMETABLE
CONCERNING REVIEW OF MONSANTO'S ACQUISITION OF DEKALB
DEKALB, Illinois and ST. LOUIS, Missouri, September 14, 1998 - DEKALB Genetics
Corporation and Monsanto Company announced today that they have agreed with the
Department of Justice (DoJ) staff with respect to a timetable for concluding
the DoJ's review of Monsanto's proposed acquisition of DEKALB.
Monsanto has agreed not to close its acquisition of DEKALB prior to
November 16, 1998, or such earlier date that the DoJ notifies Monsanto that it
is closing its investigation of the transaction. As a result of this
agreement, Monsanto has extended its tender offer for all the outstanding
shares of Class A and Class B Common Stock of DEKALB Genetics Corporation at a
purchase price of $100 in cash per share until 5 p.m. EST, on Monday, November
30, 1998. While DEKALB and Monsanto believe that this schedule provides for
adequate time to resolve outstanding issues that the DoJ may have, if any,
there can be no guarantee that the acquisition will be closed by late November.
The tender offer had previously been scheduled to expire on September 11,
1998. As of the close of business on Thursday, September 10, 1998, 3,972,262
Class A shares and 10,937,598 Class B shares had been validly tendered and not
withdrawn. These figures do not include 485,442 Class A shares and 13,321,436
Class B shares held by Monsanto.
On May 15, 1998, Monsanto commenced a cash tender offer for all of the
common stock of DEKALB at $100 net per share. The second step of the
transaction will be a merger in which any remaining stock of DEKALB will be
exchanged for cash at the same price per share paid in the tender offer.
The tender offer is conditioned on there having been validly tendered and
not withdrawn prior to the expiration of the offer a number of shares of Class
A Common Stock that (together with the shares of Class A Common Stock then held
by Monsanto) would constitute a majority of the shares of Class A Common Stock
(assuming the exercise of all options, exchange rights and conversion rights of
securities exercisable for shares of Class A Common Stock) outstanding at the
expiration of the offer (the "minimum condition"), the expiration or
termination of the Hart-Scott-Rodino waiting period applicable to the offer and
other customary conditions. The number of shares of Class A Common Stock
tendered and not withdrawn as of September 10, 1998, would be sufficient to
satisfy the minimum condition.
3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711
DEKALB GENETICS CORPORATION
ADD -1-
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As a life sciences company, Monsanto is 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 24,700
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
Based in DeKalb, Illinois, DEKALB Genetics Corporation is a worldwide
leader in agricultural genetics and biotechnology for seed and swine. DEKALB
Genetics Corporation Class B Common Stock is traded on the New York Stock
Exchange under the symbol DKB.
Forward-looking statements are subject to several risk factors that could
cause actual results to differ from projections. Among these factors are the
company's relative product performance and competitive market position, weather
conditions, commodity prices, trade policies, market conditions, and
intellectual property matters.
NOTE: DEKALB news releases are available at no charge through PR
Newswire's Company News On-Call fax service and on DEKALB's Web site. For a
menu of DEKALB's press releases or to retrieve a specific release, call
800-758-5804, extension 262250, or http://www.dekalb.com on the Internet.
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3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711
