UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
DEKALB Genetics Corporation
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
244878 10 4
(CUSIP Number)
Douglas C. Roberts
DEKALB Genetics Corporation
3100 Sycamore Road
DeKalb, Illinois 60115
(815) 758-3461
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 9, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
NOTE: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-
1(a) for other parties to whom copies are to be sent.
(Continued on the following pages)
-1-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas C. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8) SHARED VOTING POWER
REPORTING
PERSON 2,671,650
WITH
9) SOLE DISPOSITIVE POWER
872,322
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,707,650
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
14) TYPE OF REPORTING PERSON
IN
-2-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Virginia Roberts Holt
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8) SHARED VOTING POWER
REPORTING
PERSON 2,671,650
WITH
9) SOLE DISPOSITIVE POWER
876,463
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,687,897
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.6%
14) TYPE OF REPORTING PERSON
IN
-3-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John T. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8) SHARED VOTING POWER
REPORTING
PERSON 2,671,650
WITH
9) SOLE DISPOSITIVE POWER
894,811
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,719,783
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14) TYPE OF REPORTING PERSON
IN
-4-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles C. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8) SHARED VOTING POWER
REPORTING
PERSON 2,671,650
WITH
9) SOLE DISPOSITIVE POWER
-0-
10) SHARED DISPOSITIVE POWER
128,434
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,671,650
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.5%
14) TYPE OF REPORTING PERSON
IN
-5-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mary R. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
8) SHARED VOTING POWER
2,671,650
9) SOLE DISPOSITIVE POWER
-0-
10) SHARED DISPOSITIVE POWER
128,434
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,671,650
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.5%
14) TYPE OF REPORTING PERSON
IN
-6-
<PAGE>
This Amendment No. 2 to Schedule 13D amends the Schedule 13D of the
Filing Persons dated January 31, 1996, as amended by Amendment No. 1 thereto
dated February 9, 1998 (the "Schedule 13D") relating to Class A Common Stock, no
par value, of DEKALB Genetics Corporation, a Delaware corporation (the
"Company").
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
Item 4 is hereby amended and restated in its entirety as follows:
On May 9, 1998, the Company, Monsanto Company ("Monsanto") and Corn
Acquisition Corporation, a wholly owned subsidiary of Monsanto ("Sub") entered
into that certain Agreement and Plan of Merger, dated as of May 8, 1998 (the
"Merger Agreement") pursuant to which Monsanto has agreed to cause Sub to make a
cash tender offer for all outstanding shares of Class A and Class B Common Stock
of the Company for $100 per share (subject to increase in accordance with the
Merger Agreement), net to the seller in cash (the "Offer"), the completion of
such tender offer to be followed by a merger of Sub with and into the Company
(the "Merger").
Concurrently with the execution of the Merger Agreement by the parties
thereto, the Filing Persons and Monsanto entered into that certain Stockholders
Agreement, dated as of May 8, 1998 (the "Stockholders Agreement"). Pursuant to
the Stockholders Agreement, the Filing Persons, individually and in their
capacities as voting trustees under the Roberts Family Voting Trust Agreement,
dated as of January 31, 1996 (the "Voting Trust Agreement"), and as holders of
voting trust certificates under the Voting Trust Agreement, agreed as follows
with respect to their 2,671,650 shares of Class A Common Stock of the Company
(the "Subject Shares"); (a) to vote the Subject Shares in favor of the approval
and adoption of the Merger Agreement; (b) to vote the Subject Shares against any
other business combination transaction or other proposal which would prevent,
delay or nullify the transactions contemplated by the Merger Agreement; (c) to
grant an irrevocable proxy to Monsanto empowering Monsanto to vote the Subject
Shares in the manner described in clauses (a) and (b) above; (d) to tender the
Subject Shares pursuant to the Offer and not to withdraw such tender; (e) not to
transfer or otherwise dispose of the Subject Shares other than pursuant to the
Offer or the Merger; and (f) not to solicit or engage in discussions with
respect to any alternative business combination transaction. Monsanto agreed
that it would comply with its covenants in the Merger Agreement relating to the
Offer. The Stockholders Agreement may be terminated in specified circumstances,
including, among other things, upon any termination of the Merger Agreement in
accordance with the terms thereof.
-7-
<PAGE>
The foregoing summary of the Stockholders Agreement does not purport to
be complete and is qualified in its entirety by reference to the Stockholders
Agreement, a copy of which has been filed as an exhibit to this Schedule 13D and
is incorporated herein by reference. A copy of the Merger Agreement has been
filed by the Company under cover of Form 8-K.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) The beneficial ownership of shares of Class A Common Stock by each
of the Filing Persons is set forth below.
DOUGLAS C. ROBERTS
- ------------------
Douglas C. Roberts has beneficial ownership of 2,707,650 shares of
Class A Common Stock. Such shares represent approximately 57.8% of the issued
and outstanding shares of Class A Common Stock at the date hereof and include
2,671,650 shares held pursuant to the Voting Trust Agreement and 36,000 shares
subject to options which may become exercisable within 60 days after the date
hereof.
VIRGINIA ROBERTS HOLT
- ---------------------
Virginia Roberts Holt has beneficial ownership of 2,687,897 shares of
Class A Common Stock. Such shares represent approximately 57.6% of the issued
and outstanding shares of Class A Common Stock at the date hereof and include
2,671,650 shares held pursuant to the Voting Trust Agreement and 16,247 shares
subject to options which may become exercisable within 60 days after the date
hereof.
JOHN T. ROBERTS
- ---------------
John T. Roberts has beneficial ownership of 2,719,783 shares of Class A
Common Stock. Such shares represent approximately 57.9% of the issued and
outstanding shares of Class A Common Stock at the date hereof and include
2,671,650 shares held pursuant to the Voting Trust Agreement and 48,133 shares
subject to options which may become exercisable within 60 days after the date
hereof.
CHARLES C. ROBERTS
- ------------------
Charles C. Roberts has beneficial ownership of 2,671,650 shares of
Class A Common Stock. Such shares represent approximately 57.5% of the issued
and outstanding shares of Class A Common Stock at the date hereof and are held
pursuant to the Voting Trust Agreement.
-8-
<PAGE>
MARY R. ROBERTS
- ---------------
Mary R. Roberts has beneficial ownership of 2,671,650 shares of Class A
Common Stock. Such shares represent approximately 57.5% of the issued and
outstanding shares of Class A Common stock at the date hereof and are held
pursuant to the Voting Trust Agreement.
(b) At the date hereof, each of the Filing Persons has shared voting
power with respect to the 2,671,650 shares of Class A Common Stock held pursuant
to the Voting Trust Agreement. The power of each Filing Person to dispose of
shares of Class A Common Stock is set forth below.
DOUGLAS C. ROBERTS
- ------------------
At the date hereof, Douglas C. Roberts has sole dispositive power with
respect to 872,322 shares of Class A Common Stock, including 36,000 shares
subject to options which may become exercisable within 60 days after the date
hereof.
VIRGINIA ROBERTS HOLT
- ---------------------
At the date hereof, Virginia Roberts Holt has sole dispositive power
with respect to 876,463 shares of Class A Common Stock, including 16,247 shares
subject to options which may become exercisable within 60 days after the date
hereof.
JOHN T. ROBERTS
- ---------------
At the date hereof, John T. Roberts has sole dispositive power with
respect to 894,811 shares of Class A Common Stock, including 48,133 shares
subject to options which may become exercisable within 60 days after the date
hereof.
CHARLES C. ROBERTS
- ------------------
At the date hereof, Charles C. Roberts shares dispositive power with
Mary R. Roberts with respect to 128,434 shares of Class A Common Stock. He holds
title to 48,082 of such shares as co-trustee of a trust of which he and Mary R.
Roberts are the sole beneficiaries (the "Charles C. Roberts and Mary R. Roberts
Trust"). He holds title to 80,352 of such shares as co-trustee of trusts for the
benefit of his children (Douglas C. Roberts, Virginia Roberts Holt and John T.
Roberts) and their descendants.
MARY R. ROBERTS
- ---------------
At the date hereof, Mary R. Roberts shares dispositive power with
Charles C. Roberts with respect to 128,434 shares of Class A Common Stock. She
holds title to 48,082 of such of such shares as co-trustee of the Charles C.
Roberts and Mary R. Roberts Trust. She holds title to 80,352 of such shares as
-9-
<PAGE>
co-trustee of trusts for the benefit of her children (Douglas C. Roberts,
Virginia Roberts Holt and John T. Roberts) and their descendants.
(c) None of the Filing Persons has effected any transaction in Class A
Common Stock during the past 60 days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of Class
A Common Stock reported herein, except that:
(i) The children of Douglas C. Roberts have an economic
interest in 135,708 of the shares described in Item 5(a) above;
(ii) the children of Virginia Roberts Holt have an economic
interest in 118,184 of the shares described in Item 5(a) above; and
(iii) the children of John T. Roberts have an
economic interest in 112,194 of the shares described
in Item 5(a) above.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
ITEM
- ----
1. Stockholders Agreement, dated as of May 8, 1998.
-10-
<PAGE>
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.
May 11, 1998.
DOUGLAS C. ROBERTS
___________________________________
Douglas C. Roberts
-11-
<PAGE>
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.
May 11, 1998.
VIRGINIA ROBERTS HOLT
___________________________________
Virginia Roberts Holt
-12-
<PAGE>
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.
May 11, 1998.
JOHN T. ROBERTS
___________________________________
John T. Roberts
-13-
<PAGE>
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.
May 11, 1998.
CHARLES C. ROBERTS
___________________________________
Charles C. Roberts
-14-
<PAGE>
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.
May 11, 1998.
MARY R. ROBERTS
___________________________________
Mary R. Roberts
-15-
<PAGE>
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.
May 11, 1998.
DOUGLAS C. ROBERTS
/S/ DOUGLAS C. ROBERTS
-----------------------------------
Douglas C. Roberts
-11-
<PAGE>
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.
May 11, 1998.
VIRGINIA ROBERTS HOLT
/S/ VIRGINIA ROBERTS HOLT
-----------------------------------
Virginia Roberts Holt
-12-
<PAGE>
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.
May 11, 1998.
JOHN T. ROBERTS
/S/ JOHN T. ROBERTS
-----------------------------------
John T. Roberts
-13-
<PAGE>
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.
May 11, 1998.
CHARLES C. ROBERTS
/S/ CHARLES C. ROBERTS
-----------------------------------
Charles C. Roberts
-14-
<PAGE>
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.
May 11, 1998.
MARY R. ROBERTS
/S/ MARY R. ROBERTS
-----------------------------------
Mary R. Roberts
-15-
<PAGE>
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of May 8, 1998 (this
"Agreement"), among Monsanto Company, a Delaware corporation ("Parent"), and the
voting trustees, individually and in his or her capacity as such voting trustee
(the "Voting Trustees"), and the registered holders of voting trust
certificates, individually and in his or her capacity as such registered holder
(the "Registered Holders"), under that certain Roberts Family Voting Trust
Agreement, dated as of January 31, 1996 (the "Voting Trust Agreement"), relating
to shares of Class A Common Stock ("Voting Common Stock") of DEKALB Genetics
Corporation, a Delaware corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this Agreement
by the parties hereto, the Company, Parent and Corn Acquisition Corporation, a
Delaware corporation ("Sub"), are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), pursuant to which Parent
has agreed to make or cause Sub to make a cash tender offer (the "Offer") for
all outstanding shares of Voting Common Stock and Class B Common Stock of the
Company (collectively, "Company Common Shares") at the Offer Price (as defined
in the Merger Agreement), the completion of such tender offer to be followed by
a merger of Sub with and into the Company (the "Merger");
WHEREAS, Parent and Sub are entering into the Merger Agreement and
pursuing the transactions contemplated thereby in reliance on the
representations and warranties of the Voting Trustees and the Registered Holders
contained herein;
WHEREAS, the Voting Trustees possess record title to the shares of
Voting Common Stock subject to the Voting Trust Agreement as set forth on
Schedule I attached hereto (the "Subject Shares") and are entitled, upon the
written instruction of the Registered Holders, to vote in favor of the Merger
Agreement and the transactions contemplated thereby, and to tender and sell to
Parent pursuant to the Offer, all of the Subject Shares;
WHEREAS, each Registered Holder set forth on Schedule II hereto is the
holder of Trust Certificates, as defined in the Voting Trust Agreement, with
respect to, and beneficially owns, the number of Subject Shares set forth
opposite such Registered Holder's name on Schedule II; and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, Parent has required that each Voting Trustee and each
Registered Holder agree, and in order to induce Parent to enter into the Merger
Agreement, each Voting Trustee and each Registered Holder has agreed, to enter
into this Agreement.
-1-
<PAGE>
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE I
VOTING OF SHARES
----------------
SECTION 1.1 INSTRUCTIONS TO VOTING TRUSTEES. Contemporaneously with the
-------------------------------
execution and delivery of this Agreement by the parties hereto, each Registered
Holder has provided written instructions to the Voting Trustees in the form
attached hereto as Exhibit A (the "Voting and Tendering Instructions") to (a) at
any duly noticed meeting of the stockholders of the Company called to vote upon
the Merger Agreement and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, vote the Subject Shares set
forth opposite such Registered Holder's name on Schedule II hereto in favor of
the approval and adoption of the Merger Agreement and the transactions
contemplated thereby, and (b) be present (in person or by proxy) at any duly
noticed meeting of stockholders of the Company or any adjournment thereof or in
any other circumstances under which the vote, consent or other approval of the
stockholders of the Company is sought with respect to any Business Combination
(as such term is defined in the Monsanto Agreement (as hereinafter defined))
other than the Merger, and vote (or cause to be voted) such Subject Shares
against any such Business Combination, in either such case during the time this
Agreement is in effect. Each Registered Holder agrees not to amend or modify or
take any action that would nullify the Voting and Tendering Instructions, so
long as this Agreement is in effect. Each Voting Trustee and each Registered
Holder acknowledges and agrees that the instructions contained in the Voting and
Tendering Instructions are sufficient to authorize the Voting Trustees to vote
the Subject Shares in accordance with the terms thereof.
SECTION 1.2 VOTING AGREEMENT. At any duly noticed meeting of
----------------
stockholders of the Company called to vote upon the Merger Agreement and the
transactions contemplated thereby or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including by written
consent) with respect to the Merger Agreement and the transactions contemplated
thereby is sought, the Voting Trustees shall vote (or cause to be voted) the
Subject Shares in accordance with the Voting and Tendering Instructions. At any
duly noticed meeting of stockholders of the Company or any adjournment thereof
or in any other circumstances upon which the stockholders' vote, consent or
other approval is sought, the Voting Trustees shall be present (in person or by
proxy) and shall vote (or cause to be voted) the Subject Shares against: (a) any
action, proposal or agreement that could reasonably be expected to result in a
breach in any material respect of any covenant, representation or warranty or
any other obligation of the Company under the Merger Agreement, or which could
reasonably be expected to result in any of the conditions set forth in Article
VIII or Exhibit A of the Merger Agreement not being fulfilled; (b) any Business
Combination or any Takeover Proposal (as hereinafter defined), in either case
other than the Merger, the Merger Agreement and the transactions contemplated
thereby; and (c) (i) any other extraordinary corporate transaction other than
the
-2-
<PAGE>
Merger, the Merger Agreement and the transactions contemplated thereby, such as
a merger, consolidation, business combination, reorganization, recapitalization
or liquidation involving the Company or any of its subsidiaries, or a sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries or (ii) any other proposal or transaction not covered by the
foregoing which would in any manner impede, frustrate, prevent, delay or nullify
the Merger, the Merger Agreement or the transactions contemplated thereby.
SECTION 1.3 IRREVOCABLE PROXY.
-----------------
(a) In furtherance of the transactions contemplated hereby,
concurrently with the execution of this Agreement, the Voting Trustees shall
execute and deliver to Parent a proxy in the form attached hereto as Exhibit B
(the "Proxy"). THE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
(b) Each Voting Trustee hereby revokes all other proxies and powers of
attorney with respect to the Subject Shares which such Voting Trustee may have
heretofore appointed or granted, and no subsequent proxy or power of attorney
shall be given or written consent executed (and if given or executed, such proxy
or power of attorney shall not be effective) by such Voting Trustee with respect
thereto.
SECTION 1.4 NO INCONSISTENT AGREEMENTS. Each Voting Trustee hereby
-----------------------
covenants and agrees that, except as contemplated by this Agreement and the
Proxy, such Voting Trustee shall not enter into any agreement or arrangement or
grant a proxy or power of attorney or other authorization with respect to the
Subject Shares or take any other action, including, without limitation, by
terminating the Voting Trust Agreement, that would in any way restrict, limit or
interfere with the performance of any Voting Trustee's obligations hereunder or
the consummation of the transactions contemplated by the Merger Agreement.
ARTICLE II
TENDER OFFER; TENDER OF SUBJECT SHARES
--------------------------------------
SECTION 2.1 PARENT'S OBLIGATIONS REGARDING THE OFFER. So long as this
----------------------------------------
Agreement is in effect, Parent agrees: (a) that it shall not and that it shall
cause Sub not to (i) reduce the number of Company Common Shares to be purchased
in the Offer, (ii) reduce the Offer Price (as defined in the Merger Agreement),
(iii) impose any conditions to the Offer in addition to the Offer Conditions (as
defined in the Merger Agreement) or modify the Offer Conditions (other than to
waive any Offer Conditions to the extent not prohibited by the Merger
Agreement), (iv) change the form of consideration payable in the Offer or (v)
make any other change or modification in any of the terms of the Offer in any
manner that is adverse to the holders of Company Common Shares; (b) that it
shall and shall cause Sub to use its best efforts to cause the Offer Conditions
to be satisfied no later than the Outside Date (as defined in the Merger
Agreement); (c) that it shall extend the Offer until such date as the Offer
Conditions have been satisfied or such later date as required by applicable law;
and (d) that it shall accept and pay for or cause Sub to accept and pay for all
of the Company Common Shares validly tendered and not withdrawn pursuant to the
Offer as promptly as practicable after satisfaction of the Offer Conditions,
subject to compliance with
-3-
<PAGE>
applicable law and subject to the right of Parent or Sub to extend the Offer for
up to an aggregate of fifteen business days under the circumstances described in
Section 1.1(a) of the Merger Agreement. Whether or not the Merger Agreement is
terminated, Parent shall and shall cause Sub to comply with all covenants of
Parent relating to the Offer as set forth in the Merger Agreement, so long as
this Agreement remains in effect.
SECTION 2.2 INSTRUCTIONS TO VOTING TRUSTEES. Contemporaneously with the
-------------------------------
execution and delivery of this Agreement by the parties hereto, each Registered
Holder has provided written instructions to the Voting Trustees in the form of
the Voting and Tendering Instructions attached hereto as Exhibit A to tender as
soon as practicable (and in any event not later than two business days prior to
the first scheduled expiration date of the Offer) the Subject Shares set forth
opposite such Registered Holders' name on Schedule II hereto pursuant to the
Offer, and not to withdraw such tender of the Subject Shares so long as this
Agreement is in effect. Each Registered Holder agrees not to amend or modify or
take any action that would nullify the Voting and Tendering Instructions or in
any way restrict, limit or interfere with the performance of such Registered
Holder's obligations hereunder or the consummation of the transactions
contemplated by the Merger Agreement, including without limitation by
withdrawing any of the Subject Shares from the Voting Trust Agreement, in any
such case as long as this Agreement is in effect.
SECTION 2.3 TENDERING OF SUBJECT SHARES. As promptly as practicable
---------------------------
after the execution and delivery of this Agreement by the parties hereto and in
any event not later than two business days prior to the first scheduled
expiration date of the Offer, the Voting Trustees shall tender the Subject
Shares pursuant to the Offer by delivering to the depository for the Offer a
fully executed letter of transmittal together with the certificates for the
Subject Shares and any other documents that may be reasonably requested by
Parent or such depository to give effect to the tender of the Subject Shares
pursuant to the Offer, and the Voting Trustees further agree not to withdraw
such tender of the Subject Shares so long as this Agreement is in effect. The
Voting Trustees agree not to take any action inconsistent with the Voting and
Tendering Instructions.
ARTICLE III
RESTRICTIONS ON TRANSFER; CERTAIN
---------------------------------
ADDITIONAL COVENANTS
--------------------
SECTION 3.1 TRANSFER OF TITLE.
-----------------
(a) Each Voting Trustee and each Registered Holder covenants and agrees
not to directly or indirectly sell, assign, pledge, hypothecate, transfer,
exchange, convert (including, without limitation, converting any of the Subject
Shares into shares of Class B Common Stock of the Company) or withdraw from the
trust created by the Voting Trust Agreement (the "Voting Trust") or dispose of,
including by tendering into any tender or exchange offer by any third party
(collectively, "Transfer"), or enter into any contract, option or other
arrangement with respect to the Transfer of, any of the Subject Shares or any
interest therein (including, without limitation, any Trust Certificates with
respect to such Subject Shares) or deposit any of the Subject Shares into a
voting trust or enter into a voting trust agreement or
-4-
<PAGE>
arrangement with respect to the Subject Shares (it being acknowledged by the
parties hereto that the Subject Shares are held subject to the Voting Trust
Agreement, the Roberts Family Shareholder Agreement dated as of January 31,
1996, among the Registered Holders (the "Family Shareholder Agreement" and,
together with the Voting Trust Agreement, the "Family Agreements") and the
Monsanto Agreement), or to take any other action with respect to such Subject
Shares or such Trust Certificates, or otherwise permit or authorize any of the
foregoing actions, other than pursuant to the Offer, the Merger or this
Agreement, without the prior written consent of Parent, so long as this
Agreement is in effect.
(b) Each Voting Trustee and each Registered Holder hereby agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent against the transfer of any Subject Shares, consistent with the terms of
Section 3.1(a). Each Voting Trustee further agrees that such Voting Trustee
shall not permit any transfer of Trust Certificates to be recorded on the books
maintained by the Voting Trustees for such purpose pursuant to the Voting Trust
Agreement, except as expressly permitted by this Agreement.
(c) Each Voting Trustee and each Registered Holder represents and
warrants that the legend set forth in Section 3.3 of the Monsanto Agreement has
been placed pursuant to such Section 3.3 on each of the certificates
representing Subject Shares. Each Voting Trustee and each Registered Holder
further agrees to use best efforts to place or cause to be placed on such
certificates and the Trust Certificates any additional legends with respect to
this Agreement and the transactions contemplated hereby as Parent may reasonably
request in order to effectuate the terms hereof.
(d) Douglas C. Roberts, Virginia R. Holt and John T. Roberts
(collectively, the "Optionees") hold options to purchase the number of shares of
Voting Common Stock set forth on Schedule III hereto. Without the prior written
consent of Parent, none of the Optionees shall Transfer such options or enter
into any contract or other arrangement to transfer such options. Further, the
Optionees shall, upon any exercise of such options, promptly deposit the shares
of Voting Common Stock so purchased with the Voting Trustees under the Voting
Trust Agreement and thereafter such shares shall be deemed Subject Shares for
purposes of this Agreement.
SECTION 3.2 NONRECOGNITION OF CERTAIN TRANSFERS.
-----------------------------------
(a) Any transfer, acquisition, withdrawal from the Voting Trust or
conversion of Subject Shares or transfer of Trust Certificates in violation of
this Agreement shall be null and void. Each Voting Trustee and Registered Holder
agrees that any such transfer, acquisition withdrawal or conversion may and
should be enjoined.
(b) If any involuntary transfer of any of the Subject Shares shall
occur (such as, but not limited to, a sale by a Registered Holder's trustee in
bankruptcy, or a sale to a purchaser at any creditor's or court sale) the
transferee (which term, as used herein, shall include any and all transferees
and subsequent transferees of the initial transferee) shall take and hold such
Subject Shares subject to all of the restrictions, liabilities and rights under
this Agreement, which shall continue in full force and effect.
-5-
<PAGE>
SECTION 3.3 EXISTING AGREEMENTS. To the extent that this Agreement is
-------------------
inconsistent with any provision of the Family Agreements, the Registered Holders
and the Voting Trustees agree that such provision of such Family Agreement or
Family Agreements is hereby amended to the extent necessary so that each
Registered Holder and Voting Trustee can and must fully perform its obligations
under this Agreement. Each Registered Holder and each Voting Trustee agrees not
to otherwise amend any of the Family Agreements during the term of this
Agreement without the prior written consent of Parent. Without limiting the
first sentence of this Section 3.3, each Voting Trustee and each Registered
Holder agrees that the Offer is a tender offer meeting the requirements of the
fourth paragraph of Section 7 of the Voting Trust Agreement and that,
notwithstanding anything to the contrary therein, the Voting Trustees may agree
to tender and tender the Subject Shares prior to the publication by the Company
to security holders of the Company of a statement pursuant to Rule 14e-2 (or any
successor rule) under the Securities Exchange Act of 1934, as amended, and that
none of the Voting and Tendering Instructions, the Proxy or the tender of the
Subject Shares by the Voting Trustees are or will be subject to the restrictions
on transfer included in Section 2 of the Family Shareholder Agreement. At the
request of Parent, each Voting Trustee and Registered Holder also agrees to use
all reasonable efforts to cause any legends to be removed from any certificates
representing the Subject Shares and any stop transfer orders with respect
thereto to be rescinded to the extent necessary to permit the consummation of
the transactions contemplated by this Agreement.
SECTION 3.4 SUCCESSOR VOTING TRUSTEES. The Voting Trustees agree not to
-------------------------
resign as Voting Trustees during the term of this Agreement. The Voting Trustees
and the Registered Holders agree that no successor or additional Trustee shall
be appointed unless required by law or the Voting Trust Agreement and that,
should it become necessary to appoint any such successor or additional Voting
Trustee, the remaining Voting Trustees shall promptly designate such successor
or additional Voting Trustee pursuant to the terms of the Voting Trust
Agreement, provided however, that the terms of this Agreement shall be binding
upon any successor or additional Voting Trustee.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE VOTING TRUSTEES
-----------------------------------------------------
Each Voting Trustee hereby represents and warrants to Parent as
follows:
SECTION 4.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Such Voting Trustee
------------------------------------
has all requisite power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement, the Monsanto Agreement and each of the
Family Agreements has been duly and validly executed and delivered by such
Voting Trustee and constitutes a valid and binding obligation of such Voting
Trustee, enforceable against such Voting Trustee in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting or relating to the enforcement of
creditors rights generally and to general principles of equity.
-6-
<PAGE>
SECTION 4.2 NO CONFLICT. Except for such filings, permits,
-----------
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act (as defined in the Merger Agreement) and
foreign and supranational laws relating to antitrust and anticompetition
clearances, the execution and delivery of this Agreement by such Voting Trustee
does not, and the performance of this Agreement by such Voting Trustee will not,
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Subject Shares pursuant to,
the Family Agreements, the Monsanto Agreement or any note, bond, mortgage,
indenture, contract, agreement, lease, instrument, license, permit, franchise,
judgment, order, decree, statute, law, rule or regulation applicable to such
Voting Trustee or by which such Voting Trustee or the Subject Shares are bound
or affected the effect of which, in any case, would be to prevent or delay in
any material respect the ability of such Voting Trustee to comply with the terms
hereof.
SECTION 4.3 THE SUBJECT SHARES. The Voting Trustees are the record
------------------
holders of the Subject Shares set forth on Schedule I hereto, free and clear of
any claims, liens, encumbrances and security interests whatsoever, other than
the encumbrance represented by the Monsanto Agreement, the Family Agreements and
as contemplated by this Agreement. The Voting Trustees have the sole right to
take the actions required to be taken by the Voting Trustees under Articles I
and II of this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE REGISTERED HOLDERS
--------------------------------------------------------
Each Registered Holder hereby represents and warrants to Parent as
follows:
SECTION 5.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Such Registered
------------------------------------
Holder has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement, the Monsanto Agreement and
each of the Family Agreements has been duly and validly executed and delivered
by such Registered Holder and constitutes a valid and binding obligation of such
Registered Holder, enforceable against such Registered Holder in accordance with
its terms, subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting or relating to the
enforcement of creditors rights generally and to general principles of equity.
SECTION 5.2 NO CONFLICT. Except for such filings, permits,
-----------
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act and foreign and supranational laws
relating to antitrust and anticompetition clearances, the execution and delivery
of this Agreement by such Registered Holder does not, and the performance of
this Agreement by such Registered Holder will not, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of the Subject Shares pursuant to, the Family Agreements,
the Monsanto Agreement or any
-7-
<PAGE>
note, bond, mortgage, indenture, contract, agreement, lease, instrument,
license, permit, franchise, judgment, order, decree, statute, law, rule or
regulation applicable to such Registered Holder or by which such Registered
Holder or the Subject Shares or the Trust Certificates with respect thereto are
bound or affected the effect of which, in any case, would be to prevent or delay
in any material respect the ability of such Registered Holder to comply with the
terms hereof.
SECTION 5.3 THE SUBJECT SHARES. Such Registered Holder is the
------------------
beneficial owner of, and the record holder of Trust Certificates with respect
to, the number of Subject Shares set forth opposite such Registered Holder's
name on Schedule II hereto (and, except as provided in Section 3.1(d), is
neither the record nor beneficial owner of any other shares of Voting Common
Stock or Trust Certificates), free and clear of any claims, liens, encumbrances
and security interests whatsoever, other than the encumbrance represented by the
Monsanto Agreement, the Family Agreements and as contemplated by this Agreement.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PARENT
----------------------------------------
Parent hereby represents and warrants to the Voting Trustees and the
Registered Holders as follows:
SECTION 6.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Parent has all
------------------------------------
requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Parent and constitutes a valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms, subject to the effect
of any applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting or relating to the enforcement of creditors rights
generally and to general principles of equity.
SECTION 6.2 NO CONFLICT. Except for such filings, permits,
-----------
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act and foreign and supranational laws
relating to antitrust and anticompetition clearances and compliance with the
requirements of any federal or state securities laws applicable to the Offer,
the execution and delivery of this Agreement by Parent does not, and the
performance of this Agreement by Parent will not, (a) conflict with or violate
the certificate of incorporation, bylaws or other similar organizational
documents of Parent or (b) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any
property or asset of Parent pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, instrument, license, permit, franchise, judgment,
order or decree, or, to the best knowledge of Parent, any statute, law, rule or
regulation applicable to Parent or by which Parent or any property or asset of
Parent is bound or affected the effect of which, in any case, would be to
prevent or delay in any material respect the ability of Parent to comply with
the terms hereof.
-8-
<PAGE>
SECTION 6.3 SECURITIES LAW COMPLIANCE. Neither Parent nor Sub will
-------------------------
effect any offer or sale of Subject Shares which offer or sale would cause any
Registered Holder or Voting Trustee to violate the registration requirements of
the Securities Act of 1933, as amended, or the registration or qualification
requirements of the securities laws of any other jurisdiction.
ARTICLE VII
TERMINATION
-----------
SECTION 7.1 TERMINATION OF AGREEMENT. This Agreement shall terminate
------------------------
immediately upon the Effective Time (as defined in the Merger Agreement). This
Agreement may be terminated:
(a) by mutual written consent of Parent and a majority of the
Voting Trustees, on behalf the Voting Trustees and the Registered
Holders;
(b) by Parent if:
(i) the Merger Agreement shall have been terminated
in accordance with Section 9.1 thereof; or
(ii) at the time of termination of this Agreement by
Parent (A) any of the representations and warranties of the
Voting Trustees or the Registered Holders set forth in this
Agreement shall not be true and correct in all material
respects or (B) any of the Voting Trustees or the Registered
Holders shall have failed to perform in any material respect
any material covenant to be performed by any Voting Trustee or
Registered Holder under this Agreement, and in the case of (A)
or (B) such untruth or incorrectness or such failure cannot be
or has not been cured within thirty (30) days after the giving
of written notice to the Voting Trustees and the Registered
Holders by Parent.
(c) by a majority of the Voting Trustees, on behalf of the
Voting Trustees and the Registered Holders, if none of the Voting
Trustees or Registered Holders are in violation of their respective
obligations under this Agreement and if:
(i) Parent or Sub shall not have completed payment
for all Company Common Shares tendered pursuant to the Offer
and not withdrawn by the Outside Date;
(ii) at the time of termination of this Agreement by
the Voting Trustees (A) any of the representations and
warranties of Parent set forth in this Agreement shall not be
true and correct in all material respects or (B) Parent shall
have failed to perform in any material respect any material
covenant to be performed by Parent under this Agreement, and
in the case of (A) or (B) such untruth or incorrectness or
such failure cannot be or has not
-9-
<PAGE>
been cured within thirty (30) days after the giving of written
notice to Parent by any Voting Trustee;
(iii) any Governmental Entity (as defined in the
Merger Agreement) shall have issued an order, decree or ruling
or taken any other action permanently restraining, enjoining
or otherwise prohibiting the Offer or the consummation of the
transactions contemplated hereby or by the Merger Agreement
and such order, decree, ruling or other action shall have
become final and nonappealable; provided that the Voting
Trustees shall not have the right to terminate this Agreement
pursuant to this clause (iii) if the Company has not taken
such action as is necessary to comply with Section 7.16 of the
Merger Agreement; or
(iv) the Merger Agreement shall have been terminated
in accordance with Section 9.1 thereof.
SECTION 7.2 NO EFFECT OF TERMINATION OF MERGER AGREEMENT. Except as
--------------------------------------------
provided in Section 7.1(b)(i) or Section 7.1(c)(iv), the termination of the
Merger Agreement shall have no effect on the obligations of the parties hereto.
SECTION 7.3 EFFECT OF TERMINATION. In the event of termination of this
Agreement pursuant to Section 7.1, this Agreement shall become void and of no
effect with no liability on the part of any party hereto; provided, however, no
such termination shall relieve any party hereto from any liability for any
breach of this Agreement occurring prior to such termination.
ARTICLE VIII
MISCELLANEOUS
-------------
SECTION 8.1 NO SOLICITATION. During the term of this Agreement, the
---------------
Voting Trustees and Registered Holders shall not, nor shall they permit any of
their affiliates or any director, officer, employee, investment banker, attorney
or other advisor or representative of any of the foregoing to, (a) directly or
indirectly, solicit, initiate or knowingly encourage (including by way of
furnishing non-public information) the submission of (i) any inquiry, proposal
or offer from any person relating to any direct or indirect acquisition or
purchase of any of the assets of the Company or its Subsidiaries (as such term
is defined in the Merger Agreement) (other than the purchase of inventory or
other assets in the ordinary course of the Company's business) or any of the
Company Common Shares then outstanding, any tender offer or exchange offer for
any of the Company Common Shares then outstanding, or any merger, consolidation,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company or any of its Subsidiaries, other than the
transactions contemplated by the Merger Agreement, or (ii) any other transaction
the consummation of which would reasonably be expected to impede, interfere
with, prevent or materially delay the purchase of Company Common Shares pursuant
to the Offer and/or the Merger or which would reasonably be expected to dilute
materially the benefits to Parent of the transactions contemplated by this
Agreement and the
-10-
<PAGE>
Merger Agreement ("Takeover Proposal") or (b) directly or indirectly participate
in any discussions or negotiations regarding, or furnish to any person any
information with respect to, or knowingly take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or could
reasonably be expected to lead to, any Takeover Proposal. Notwithstanding the
foregoing, proposals solely relating to the sale of all or a portion of the
Company's business relating solely to the research and development of swine
breeding stock and the marketing of such hybrid breeding swine and related
management services to hog producers in domestic or international markets shall
not be considered Takeover Proposals, so long as the terms and conditions of
such proposals do not have any of the effects described in clause (ii) of the
preceding sentence.
SECTION 8.2 VOTING TRUSTEE AND REGISTERED HOLDER CAPACITY. By executing
---------------------------------------------
this Agreement no person who is or becomes during the term hereof a director or
officer of the Company makes any agreement or understanding in his or her
capacity as such officer or director. Each Voting Trustee and Registered Holder
signs solely in his or her capacity as the record holder and beneficial owner,
respectively, of the number of Subject Shares set forth opposite his or her name
on Schedules I and II hereto, respectively, and nothing herein shall limit or
affect any actions taken by a Voting Trustee or Registered Holder in his or her
capacity as an officer or director of the Company. Nothing in this Section 8.2
shall be construed to permit any party hereto to take any action which would
violate any provision of the Merger Agreement.
SECTION 8.3 ENFORCEMENT OF AGREEMENT. The parties hereto agree that
------------------------
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached and that monetary damages will not provide an adequate
remedy. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to specific
performance of the terms and provisions hereof in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of any Federal
or state court located in the State of Delaware in the event any dispute arises
out of this Agreement or any of the transactions contemplated by this Agreement;
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it will not bring any action relating to this Agreement or any of
the transactions contemplated by this Agreement in any court other than a
Federal or state court sitting in the State of Delaware, and appoints The
Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware as its agent for service of process in connection with this
Agreement.
SECTION 8.4 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
----------------------
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns. Each Voting Trustee and
each Registered Holder specifically agrees that the obligations of such Voting
Trustee and/or Registered Holder hereunder shall not be terminated by operation
of law, whether by the death or incapacity of the Voting Trustee and/or
Registered Holder or otherwise.
-11-
<PAGE>
SECTION 8.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
----------------
agreement between Parent, the Voting Trustees and the Registered Holders with
respect to the subject matter hereof.
SECTION 8.6 AMENDMENT. This Agreement may not be amended except by an
---------
instrument in writing signed by Parent and a majority of the Voting Trustees.
SECTION 8.7 EXTENSION; WAIVER. A majority of the Voting Trustees, on
-----------------
behalf of the Voting Trustees and Registered Holders, or Parent may, by a
writing signed by such Voting Trustees or Parent, (i) extend the time to perform
any obligation or other act of the other, (ii) waive any inaccuracy in any
representation or warranty of the other or (iii) waive compliance by the other
with any agreement or condition in this Agreement. The failure of any party
hereto to assert any right under this Agreement shall not constitute a waiver of
such right.
SECTION 8.8 FURTHER ASSURANCES. Each of the Voting Trustees and
------------------
Registered Holders shall upon the request of Parent execute and deliver any
additional documents and take such further actions as may reasonably be deemed
by Parent to be necessary or desirable to carry out the provisions hereof.
SECTION 8.9 EXPENSES. All fees and expenses incurred by any one party
--------
hereto shall be borne by the party incurring such fees and expenses.
SECTION 8.10 SEVERABILITY. If any term or other provision of this
------------
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in a mutually acceptable manner in order that
the terms of this Agreement remain as originally contemplated to the fullest
extent possible.
SECTION 8.11 NOTICES. All notices and other communications given or
-------
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made and shall be effective upon receipt, if delivered personally or
sent by overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice) or electronically transmitted (provided that a confirmation copy
is sent by another approved means) to the facsimile number specified below:
-12-
<PAGE>
If to any Voting Trustee or Registered Holder:
c/o Douglas C. Roberts
DeKalb Genetics Corporation
3100 Sycamore Road
DeKalb, IL 60115
Attention: [name of Voting Trustee or Registered Holder]
Telephone: (815) 758-9195
Facsimile: (815) 758-9403
with a copy to:
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
Attention: Blair W. White, Esq.
Telephone: (415) 983-7480
Facsimile: (415) 983-1200
If to Parent, at:
Monsanto Company
700 Chesterfield Parkway N BB3N
St. Louis, MO 63198
Attention: Robert T. Fraley, Ph.D.
Telephone: (314) 737-6204
Facsimile: (314) 737-7037
with copies to:
Monsanto Company
800 N. Lindbergh Blvd.
E2ND
St. Louis, MO 63167
Attention: Barbara Blackford, Esq.
Telephone: (314) 694-2860
Facsimile: (314) 694-2594
-13-
<PAGE>
and
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019-6150
Attention: Richard D. Katcher, Esq.
David M. Silk, Esq.
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
SECTION 8.12 GOVERNING LAW. This Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.
SECTION 8.13 DEFINITION. The term "Monsanto Agreement" means that
----------
certain Stockholders Agreement, dated as of January 31, 1996, among Monsanto
Company and the Registered Holders.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed on the date hereof.
MONSANTO COMPANY
By _____________________________________
Name: __________________________________
Title: _________________________________
DOUGLAS C. ROBERTS
________________________________________
Douglas C. Roberts, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Douglas C. Roberts Trust dated 1/28/72,
(ii) the David Kim Roberts 1989 Trust,
(iii) the Steven Suh Roberts 1989 Trust,
and (iv) the Jeffrey King Roberts 1989
Trust
-14-
<PAGE>
VIRGINIA R. HOLT
________________________________________
Virginia R. Holt, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Virginia R. Holt Trust dated 8/22/73,
(ii) the Amanda Mary Holt 1989 Trust,
(iii) the Laura Elizabeth Holt 1989
Trust, (iv) the Jenna Christine Holt
1997 Trust dated 7/23/97 and (v) the
John Douglas Holt 1997 Trust dated
7/23/97
JOHN T. ROBERTS
________________________________________
John T. Roberts, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the John
T. Roberts Trust dated 4/9/76, (ii) the
Allison Elizabeth Roberts 1989 Trust,
and (iii) the Katherine Elsie Roberts
1990 Trust #1
ROBIN R. ROBERTS
________________________________________
Robin R. Roberts, individually and as
Trustee of (i) the Allison Elizabeth
Roberts Trust dated 8/6/86, (ii) the
Katherine Elsie Roberts Trust dated
3/13/90, (iii) the Charles David Roberts
Trust dated 2/28/94, and (iv) the John
T. Roberts 1998 Annuity Trust dated
2/9/98.
-15-
<PAGE>
TERRANCE K. HOLT
________________________________________
Terrance K. Holt, individually and as
Trustee of (i) the Amanda Mary Holt
Trust dated 12/6/85 and (ii) the
Virginia Roberts Holt 1998 Annuity Trust
CHARLES C. ROBERTS AND MARY R. ROBERTS
________________________________________
________________________________________
Charles C. Roberts and Mary R. Roberts,
individually and as Voting Trustees
under the Voting Trust Agreement and as
Trustees of (i) the Charles C. and Mary
R. Roberts Living Trust dated 10/15/91,
(ii) the Trust F/B/O Douglas C. Roberts
under Eleanor T. Roberts Charitable
Trust Agreement dated 12/21/67, (iii)
the Trust F/B/O Virginia R. Holt under
Eleanor T. Roberts Charitable Trust
Agreement dated 12/21/67, and (iv) the
Trust F/B/O John T. Roberts under
Eleanor T. Roberts Charitable Trust
Agreement dated 12/21/67
LYNNE KING ROBERTS
________________________________________
Lynne King Roberts, individually and as
Trustee of the David Kim Roberts Trust
dated 10/14/87
-16-
<PAGE>
EXHIBIT A
---------
ROBERTS FAMILY VOTING TRUST AGREEMENT
-------------------------------------
VOTING AND TENDERING INSTRUCTIONS
TO: Charles C. Roberts, Mary R. Roberts, Douglas C. Roberts, Virginia R. Holt
and John T. Roberts, as Voting Trustees (and any successor or additional
voting trustees) under the Roberts Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
-17-
<PAGE>
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
_________________________________________
[name of Registered Holder]
[signing capacity]
-18-
<PAGE>
EXHIBIT B
---------
IRREVOCABLE PROXY
to Vote
CLASS A COMMON STOCK
of
DEKALB GENETICS CORPORATION
The undersigned are the Voting Trustees under the Roberts Family Voting
Trust Agreement, dated as of January 31, 1996 (the "Voting Trust Agreement"),
and as such are the record owners of shares of Class A Common Stock of DEKALB
Genetics Corporation, a Delaware corporation (the "Company"). The undersigned,
in their capacities as such Voting Trustees, hereby irrevocably (to the fullest
extent permitted by the General Corporation Law of the State of Delaware),
appoint R. William Ide, III, Hendrick A. Verfaillie and the members of the Board
of Directors of Monsanto Company, a Delaware corporation ("Parent"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do
so) with respect to all of the Subject Shares (as such term is defined in the
Stockholders Agreement (as defined below)) in accordance with the terms of this
Proxy. Upon the execution of this Proxy by the undersigned, any and all prior
proxies given by the undersigned with respect to any Subject Shares are hereby
revoked and the undersigned agree not to grant any subsequent proxies with
respect to the Subject Shares until after the Expiration Date (as defined
below).
This Proxy is irrevocable and coupled with an interest, is granted
pursuant to that certain Stockholders Agreement, dated as of the date hereof,
among Parent, the undersigned and the Registered Holders named therein (the
"Stockholders Agreement"), and is granted in consideration of the Company, Corn
Acquisition Corporation, a Delaware corporation ("Sub"), and Parent entering
into that certain Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"). The Merger Agreement provides, among other things, for the
merger (the "Merger") of Sub with and into the Company, with the Company
becoming a wholly-owned subsidiary of Parent, all in accordance with the terms
of the Merger Agreement. As used herein, the term "Expiration Date" shall mean
the earlier to occur of (i) the termination of the Stockholders Agreement in
accordance with its terms, or (ii) such date and time as the Merger shall have
become effective in accordance with the terms and provisions of the Merger
Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned stockholders, at any time prior to
the Expiration Date, to act as the attorney and proxy of the undersigned to vote
the Subject Shares (including, without limitation, the power to execute and
deliver written consents) at every annual, special or
-19-
<PAGE>
adjourned meeting of the stockholders of the Company and in every written
consent in lieu of such meeting and in any other circumstances under which a
vote, consent or approval (including by written consent) of the stockholders of
the Company is sought: (a) in favor of the adoption of the Merger Agreement and
the transactions contemplated by the Merger Agreement; (b) against any action,
proposal or agreement that could reasonably be expected to result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation of the Company under the Merger Agreement, or which could reasonably
be expected to result in any of the conditions set forth in Article VIII or
Exhibit A of the Merger Agreement not being fulfilled; (c) against any Business
Combination (as defined in the Stockholders Agreement) or any Takeover Proposal
(as defined in the Merger Agreement), in either case other than the Merger, the
Merger Agreement and the transactions contemplated thereby; and (d) against (i)
any other extraordinary corporate transaction other than the Merger, the Merger
Agreement and the transactions contemplated thereby, such as a merger,
consolidation, business combination, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries, or a sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries or (ii) any other proposal or transaction not covered by the
foregoing which would in any manner impede, frustrate, prevent, delay or nullify
the Merger, the Merger Agreement or the transactions contemplated thereby. The
attorneys and proxies named above may not exercise this Proxy on any other
matter except as provided in clauses (a), (b), (c) and (d) above.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Dated: May 8, 1998
________________________________________________
Douglas C. Roberts, as Voting Trustee under the
Voting Trust Agreement
________________________________________________
John T. Roberts, as Voting Trustee under the
Voting Trust Agreement
________________________________________________
Virginia R. Holt, as Voting Trustee under the
Voting Trust Agreement
-20-
<PAGE>
________________________________________________
Mary R. Roberts, as Voting Trustee under the
Voting Trust Agreement
________________________________________________
Charles C. Roberts, as Voting Trustee under the
Voting Trust Agreement
-21-
<PAGE>
SCHEDULE I
----------
RECORD HOLDER SHARES OF CLASS A COMMON STOCK
------------- ------------------------------
Douglas C. Roberts, Virginia 2,671,650
R. Holt, John T. Roberts,
Charles C. Roberts &
Mary R. Roberts as Voting Trustees
of the Roberts Family Voting TR Agmt
1/31/96.
-22-
<PAGE>
SCHEDULE II
-----------
REGISTERED HOLDER SHARES OF CLASS A COMMON STOCK
----------------- ------------------------------
Douglas C. Roberts, as Trustee of the 700,614
Douglas C. Roberts Trust dated 1/28/72
Douglas C. Roberts, as Trustee of the 42,000
David Kim Roberts 1989 Trust
Douglas C. Roberts, as Trustee of the 42,000
Steven Suh Roberts 1989 Trust
Douglas C. Roberts, as Trustee of the 42,000
Jeffrey King Roberts 1989 Trust
Virginia R. Holt, as Trustee of the 417,032
Virginia R. Holt Trust dated 8/22/73
Virginia R. Holt, as Trustee of the 42,000
Amanda Mary Holt 1989 Trust
Virginia R. Holt, as Trustee of the Laura 42,000
Elizabeth Holt 1989 Trust
John T. Roberts, as Trustee of the John T. 534,484
Roberts Trust dated 4/9/76
John T. Roberts, as Trustee of the Allison 42,000
Elizabeth Roberts 1989 Trust
John T. Roberts, as Trustee of the 42,000
Katherine Elsie Roberts 1990 Trust #1
Robin R. Roberts, as Trustee of the 22,434
Allison Elizabeth Roberts Trust dated
8/6/86
Robin R. Roberts, as Trustee of the 2,880
Katherine Elsie Roberts Trust dated
3/13/90
Robin R. Roberts, as Trustee of the 2,880
Charles David Roberts Trust dated 2/28/94
-23-
<PAGE>
REGISTERED HOLDER SHARES OF CLASS A COMMON STOCK
----------------- ------------------------------
Terrance K. Holt, as Trustee of the 21,588
Amanda Mary Holt Trust dated 12/6/85
Charles C. Roberts and Mary R. Roberts, 48,082
as Trustees of the Charles C. and Mary R.
Roberts Living Trust dated 10/15/91
Charles C. Roberts and Mary R. Roberts, 34,002
as Trustees of the Trust F/B/O Douglas C.
Roberts under Eleanor T. Roberts
Charitable Trust Agreement dated
12/21/67
Charles C. Roberts and Mary R. Roberts, 22,704
as Trustees of the Trust F/B/O Virginia R.
Holt under Eleanor T. Roberts Charitable
Trust Agreement dated 12/21/67
Charles C. Roberts and Mary R. Roberts 23,646
as Trustees of the Trust F/B/O John T.
Roberts under Eleanor T. Roberts
Charitable Trust Agreement dated
12/21/67
Lynne King Roberts, as Trustee of the 9,708
David Kim Roberts Trust dated 10/14/87
Virginia R. Holt, as Trustee of the Jenna 6,298
Christine Holt 1997 Trust dated 7/23/97
Virginia R. Holt, as Trustee of the John 6,298
Douglas Holt 1997 Trust dated 7/23/97
Terrance K. Holt, as Trustee of the 325,000
Virginia Roberts Holt 1998 Annuity Trust
Robin Richey Roberts, as Trustee of the 200,000
John T. Roberts 1998 Annuity Trust dated
2/9/98
-24-
<PAGE>
SCHEDULE III
------------
Shares of
Class A Common Stock
Name UNDERLYING OPTIONS
---- ------------------
Douglas C. Roberts 36,000
Virginia R. Holt 16,247
John T. Roberts 48,133
-25-
