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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9/A
(AMENDMENT NO. 1)
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
(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)
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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, Esq.
Sidley & Austin
875 Third Avenue
New York, NY 10022
(212) 906-2000
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This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/ Recommendation Statement on Schedule 14D-9 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 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the 14D-9 is hereby amended and supplemented as follows:
On June 2, 1998, the Parent, as the ultimate parent entity of the
Purchaser, received a request for additional information (the "Second Request")
from the United States Department of Justice (the "DOJ") under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), with respect to the proposed acquisition of the Company pursuant to the
Offer and the Merger. The Second Request extends the waiting period under the
HSR Act until ten days after the request is substantially complied with, and no
purchase of Shares may be consummated until the waiting period expires. The
Company received a request for additional information from the DOJ in the form
of a Civil Investigative Demand issued pursuant to 15 U.S.C. Section 1312. The
Parent and the Company intend to comply with the DOJ's requests for additional
information as quickly as possible. In addition, the Merger Agreement requires
the Purchaser to extend the Offer from time to time until such date as the Offer
Conditions, including the expiration or termination of any waiting period under
the HSR Act, have been satisfied, but not beyond November 9, 1999, unless the
Offer is earlier terminated in accordance with the terms of the Merger
Agreement.
The Company issued a press release on June 3, 1998, a copy of which is
filed herewith as Exhibit 29 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
Exhibit 29. Company Press Release dated June 3, 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
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Bruce P. Bickner
Chairman of the Board and
Chief Executive Officer
Dated: June 3, 1998
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[DEKALB GENETICS CORPORATION LOGO]
DEKALB GENETICS CORPORATION
NEWS RELEASE
David R. Wagley
Vice President & Treasurer
(815) 758-9383
FOR IMMEDIATE RELEASE
WEDNESDAY, JUNE 3, 1988
DEKALB RECEIVES REQUEST FOR ADDITIONAL INFORMATION FROM DEPARTMENT OF JUSTICE
ON MONSANTO TRANSACTION
DEKALB, Illinois, June 3, 1998 -DEKALB Genetics Corporation and Monsanto Company
announced today that they have received requests for additional information and
other documentary materials from the U.S. Department of Justice (DOJ) under the
Hart-Scott-Rodino Act concerning Monsanto's previously announced acquisition of
DEKALB. This request extends the waiting period under the Hart-Scott-Rodino Act
during which the parties are prohibited from closing the transaction. The
companies said that they intend to comply with the DOJ's requests for
information as quickly as possible.
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. If the tender offer
is not completed by May 9, 1999, the offer price will increase by 50 cents per
share on the 10th day of each month, starting on May 10, 1999.
The tender offer is conditioned on the expiration of the
Hart-Scott-Rodino waiting period and other customary conditions. The tender
offer is currently scheduled to expire June 12, 1998. As previously disclosed,
under the terms of the merger agreement between Monsanto and DEKALB, Monsanto is
required to extend the tender offer pending satisfaction of the
Hart-Scott-Rodino waiting period and the other conditions to the offer, but in
no event beyond November 9, 1999, unless the offer is earlier terminated in
accordance with the terms of the merger agreement.
DEKALB is a global leader in agricultural genetics and a top hybrid
seed corn company in the United States. It also has a strong presence in Latin
America, plus seed interests in Europe and Southeast Asia. DEKALB currently
offers its customers Monsanto traits for YieldGard(R) insect-protected corn
and Roundup Ready(R) herbicide-tolerant corn.
As a life science 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
21,900 employees worldwide make and market high-value agricultural products,
pharmaceuticals, and food ingredients.
NOTE: Roundup Ready and YieldGard are registered trademarks of, and used under
license from, Monsanto Company.
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 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 a the Internet.
3100 Sycamore Road, DeKalb, IL 60115-9600
815-758-3461 FAX: 815-758-3711
